Common use of Additional Interest Clause in Contracts

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If either ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is has not completed orbeen Consummated prior to the Exchange Date, if (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the terms Commission on or prior to the later of (x) the Registration Agreement, 365th day after the Closing Date and (y) the 90th day after the date the Shelf Registration Statement is not declared effective on was required to be filed pursuant to Section 4 hereof or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the (iii) any Shelf Registration Statement required by this Agreement has been declared effective and thereafter either but ceases to be effective during the Effectiveness Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum) commencing on (x) the 365th day after the original issue date of the Securities, in the case of (i) above (y) the later of the 365th day after the original issue date of the Securities and the 90th day after the filing of such Shelf Registration Statement was required, in the case of (ii) above or (z) the Prospectus contained therein day such Shelf Registration Statement ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase of (iii) above. Following the cure of all Registration DefaultsDefaults relating to particular Transfer Restricted Securities (which shall be the date of the Consummation of the Exchange Offer, in the case of clause (i) above, the accrual effectiveness date of additional the Shelf Registration Statement in the case of clause (ii) above and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iii) above), the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. The Notwithstanding any other provisions of this Section 5, the Company shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. If the Company is required to pay Additional Interest, the Company shall provide written notice to the Trustee of the Company’s obligations to pay Additional Interest no later than 15 days prior to each interest payment date on which Additional Interest is payable, which notice shall have no responsibility set forth the amount of the Additional Interest to be paid by the Company on such interest payment date. All obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the determination of the amount of any time such additional interestsecurity ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective on by the SEC or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (x) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the 46th or 61st day applicable semiannual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. (a) The Holder of this Security is entitled to Issuers, the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Guarantors and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Issuers and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration AgreementStatement declared effective, in either case on or prior to the 365th day after the Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 365th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodbecause of the sale of all of the Securities registered thereunder), then the interest rate Additional Interest shall accrue on the Registrable Securities principal amount of the Senior Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Issuers) commencing on the 46th or 61st (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Senior Notes in respect of which such events relate as a result of such clause (or the Prospectus again becomes usablerelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided thatprovided, in that no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Senior Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. The If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 270 days after the Release Date (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 270 days after the obligation to file a Shelf Registration Statement arises (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted Security ceases to be a Transfer Restricted Security or otherwise becomes freely transferable by Holders other than affiliates of the Company without further registration under the Securities Act and (z) the date that is two years after the Release Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of this Security Transfer Restricted Securities that is not entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is (because, e.g., such Holder has not declared effective on elected to include information or prior has not timely delivered such information to May 7, 2003, the interest rate on the Registrable Securities will Company pursuant to Section 4(b) hereof) shall not be increased by 1.00% per annum until the Exchange Offer is completed or entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement, if required thereby, is declared effective by . All obligations of the SEC or Company and the Securities become freely tradable under Guarantors set forth in the Securities Act. If preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the Shelf Registration Statement has been declared effective and thereafter either time such security ceases to be effective or the Prospectus contained therein ceases to be usable at any a Transfer Restricted Security shall survive until such time during the Shelf Effectiveness Period, and as all such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility obligations with respect to the determination of the amount of any such additional interestsecurity shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is has not completed orbeen Consummated on or before the Exchange Date, if required by the terms of the Registration Agreement, the (ii) any Shelf Registration Statement is has not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is been declared effective by the SEC Commission on or before the Securities become freely tradable under 180th day after the Securities Act. If date on which the obligation to file such Shelf Registration Statement arises or (iii) other than during a Blackout Period, any Shelf Registration Statement required by this Agreement has been declared effective and thereafter either but ceases to be effective or the Prospectus contained therein ceases to be usable at any time (without being succeeded immediately by a post-effective amendment thereto that cures such failure and that is itself immediately declared effective) during the Shelf Effectiveness PeriodPeriod (each such event referred to in clauses (i) through (iii), and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month perioda “Registration Default”), then the Company hereby agrees that the interest rate on borne by the Registrable Transfer Restricted Securities will shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesannum. Following the cure of all Registration DefaultsDefaults relating to any particular Transfer Restricted Securities (which shall be the date of the Consummation of the Exchange Offer, in the case of clause (i) above, the accrual effectiveness date of additional the Shelf Registration Statement, in the case of clause (ii) above, and the date that the Shelf Registration Statement again becomes effective or upon the expiration of the Effectiveness Period, in the case of clause (iii) above), the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. The Trustee Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending, Additional Interest shall only be payable for a Registration Default described in clause (ii) of this Section 5 to those Holders who sought to have no responsibility their Transfer Restricted Securities registered pursuant to the first paragraph of Section 4(a) hereof, and the Company and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 during a Blackout Period permitted by Section 4(a) hereof. All obligations of the Company and the Guarantors set forth in the first paragraph of this Section 5 that are outstanding with respect to any Transfer Restricted Security at the determination of the amount of any time such additional interestsecurity ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement Statement, as the case may be, is not declared effective filed with the Commission on or prior to May 7the date which is 90 days following the date of the original issuance of the Securities, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is not declared effective by within 180 days after the SEC original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 210 days after the Securities become freely tradable under date of the Securities Act. If original issuance of Securities, (iv) the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective in accordance with Section 2, the Company or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or Subsidiary Guarantor does not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that so file the Shelf Registration Statement has on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company and the Subsidiary Guarantors are obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective, provided that such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (vi), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the Prospectus Shelf Registration Statement again becomes usable; provided thateffective (or is superseded by another effective Shelf Registration Statement), in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 Business Days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the principal amount of Transfer Restricted Securities held by such Holder for the 90-day period or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Issuers shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been Statement) to again be declared effective and thereafter either or made usable in the case of (iv) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. For purposes of calculating the Issuers’ timely compliance with clause (iv) above, the period in which Issuer shall file with the Commission such amendment in clause (4) above, shall not commence until the later of (x) the date such Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodeffective, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutivey) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf on which a Holder shall have completed its review pursuant to Section 6(c)(v) hereof and provided any comments to such Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Statement. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner provided for the payment of interest in the Indenture and the Securities, on each Interest Payment Date, as interest payments on more fully set forth in the Securities on semi-annual payment dates which correspond to interest payment dates for Indenture and the Securities. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled If (i) the Company fails to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that Consummate the Exchange Offer is not completed or, if required by the terms Exchange Deadline, (ii) a Shelf Registration Statement is required pursuant to Section 4(a) of this Agreement but not declared effective within 45 days after the Registration AgreementExchange Deadline, or (iii) the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, Statement is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Registrable Securities during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (i), (ii) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodiii), a “Registration Default”), then the Company will pay additional interest rate on the (“Additional Interest”) to each Holder of Registrable Securities until all Registration Defaults have been cured. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be increased paid in an amount equal to 0.25% per annum of the principal amount of Registrable Securities outstanding. The amount of Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum commencing on of the 46th or 61st day in principal amount of the Registrable Securities outstanding. The payment of such 12-month period and ending on such date that Additional Interest will be the Shelf Holders’ sole remedy under this Agreement with respect to any Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the SecuritiesDefaults hereunder. Following the cure of all Registration DefaultsDefaults relating to any particular Registrable Securities, the accrual interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. All obligations of additional interest shall cease. The Trustee shall have no responsibility the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Registrable Security at the determination time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. Any Additional Interest shall be paid by the Company on the next scheduled Interest Payment Date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to Holders of certificated Initial Notes by wire transfer to the amount of any accounts specified by them or by mailing checks to their registered addresses if no such additional interestaccounts have been specified.

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), the Guarantors and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Company or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Company and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company has neither (i) exchanged Exchange Securities for all Securities validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration AgreementStatement declared effective, in either case on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 360th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodbecause of the sale of all of the Securities registered thereunder), then the interest rate Additional Interest shall accrue on the Registrable Securities principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Company) commencing on the 46th or 61st (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Prospectus again becomes usablerelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Company shall not be obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided thatprovided, in that no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Registered Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 2 Business Days of a Senior Note filing such post-effective amendment to such Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc.Statement (each such event referred to in clauses (i) through (iv), a Delaware corporation ("LCIRegistration Default"), and then the Initial Purchasers named therein Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (the "Registration AgreementAdditional Interest"). Capitalized terms used Additional Interest shall accrue, with respect to the first 90-day period (or portion thereof) immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum of the aggregate principal amount of the Transfer Restricted Notes on the date of such Registration Default, payable in this paragraph cash semiannually in arrears on each Interest Payment Date, commencing on the date of such Registration Default. The rate of the Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period (bor portion thereof) but not defined herein until all Registration Defaults have been cured, up to a maximum rate of Additional Interest for all Registration Defaults of 1.00% per annum. Notwithstanding anything to the meanings assigned to them contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration AgreementStatement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Registered Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. As All accrued Additional Interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth therein, the Registration Agreement provides that in the event Indenture and the Notes. Notwithstanding the fact that the Exchange Offer any securities for which Additional Interest is not completed ordue cease to be Transfer Restricted Securities, if required by the terms all obligations of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior Company to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility pay Additional Interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable periods specified herein without being succeeded in 30 days by a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not Statement) to again be declared effective on or prior made usable (each such event referred to May 7in clauses (i) through (iv), 2003a “Registration Default”), then the Company agrees to pay to each Holder affected thereby additional interest rate on in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registrable Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities will with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $0.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be increased by 1.00% per annum until required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement has been declared effective and thereafter either ceases to be effective or an additional Registration Statement that causes the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodExchange Offer Registration Statement (and/or, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodif applicable, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has Statement) to again been be declared effective or made usable in the Prospectus again becomes usable; provided thatcase of clause (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii), or (iv), as applicable, shall cease. All accrued additional interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securities. Following payment of interest in the cure of all Registration DefaultsIndenture, on each Interest Payment Date, as more fully set forth in the Indenture, the accrual of Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company to pay additional interest with respect to securities that accrued prior to the determination of the amount of any time that such additional interestsecurities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 210th day following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 330th day following the date of the original issuance of the Securities, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Securities, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not completed orfiled on or prior to the 210th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, if required by (v) notwithstanding the terms of fact that the Registration AgreementIssuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 330th day following the Registrable Securities will be increased by 1.00% per annum until date when the Exchange Offer is completed or the Issuers first become obligated to file such Shelf Registration Statement, if required thereby, is declared effective by or (vi) after the SEC Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and effective, such Registration Statement thereafter either ceases to be effective or usable in connection with exchanges or resales, as the Prospectus contained therein ceases to be usable case may be, of the Securities at any time during that the Shelf Effectiveness PeriodIssuers are obligated to maintain the effectiveness thereof pursuant to this Agreement (each such event referred to in clauses (i) through (vi) above being referred to herein as a “Registration Default”), and such failure interest (“Additional Interest”) shall accrue (in addition to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the stated interest rate on the Registrable Securities will be increased Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum shall increase by an additional 0.25% per annum from and including the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum commencing on the 46th or 61st day annum. The Additional Interest will be payable in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, cash semiannually in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to arrears each interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestdate.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 150 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If (iv) the Shelf Registration Statement has been is filed and declared effective within 150 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 75 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company will be obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodRegistered Exchange Offer is consummated, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveiii) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been is declared effective or (iv) the Prospectus Shelf Registration Statement again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security until the earliest to occur of (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) each Security or Private Exchange Security until the date on which it is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to the benefits of a Senior Note Registration Rights Agreementfulfill their obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate on the Registrable Securities will be increased by 1.00% an additional $ 0.05 per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the week per $1,000 principal amount of Transfer Restricted Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases for each 90-day period that any additional interest described in this Section 3 continues to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date accrue; provided that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will rate for additional interest together with additional interest from the previous sentence, if any, will not exceed 1.00%$0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest shall will be paid to Holders each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates which that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) the date on which such Security is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder If (a) the Company fails to file any of the registration statements required by this Security is entitled to Agreement on or before the benefits of a Senior Note Registration Rights Agreementdate specified for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyas applicable, is has not been declared effective by the SEC on or prior to the Securities become freely tradable under deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the Securities Act. If “Effectiveness Target Date”), (c) the Company fails to consummate the Exchange Offer within 60 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Transfer Restricted Securities during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d) above, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month perioda “Registration Default”), then the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 1.00% one-quarter of one percent per annum commencing on the 46th or 61st annum, which rate will increase by one quarter of one percent each 90-day in period that such 12-month period and ending on Additional Interest continues to accrue under any such date circumstance, provided that the Shelf Registration Statement has again been declared effective or maximum aggregate increase in the Prospectus again becomes usable; provided that, interest rate will in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesone half of one percent per annum. Following the cure of all Registration Defaults, Defaults the accrual of additional Additional Interest will cease and the interest shall ceaserate will revert to the original rate. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall have no responsibility be paid by depositing with respect the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the determination record Holder of Securities entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that either the Exchange Offer is not completed or, if required by the terms of the ------------------- Registration Agreement, Statement or the Shelf Registration Statement is not declared effective filed with the Commission on or prior to May 7the date specified for such filing in this Agreement, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) either the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has not been declared effective by the Commission on or prior to the target date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been consummated within 30 days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) either the Exchange Offer Registration Statement or the Shelf Registration Statement is filed and declared effective but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the applicable Exchange Offer Registration Period or Shelf Effectiveness Registration Period, and as the case may be (each such failure event referred to remain effective or usable exists for more than 45 consecutive days or more than 60 days in clauses (whether or not consecutivei) through (iv), a "Registration Default"), the Issuer hereby agrees to pay additional interest ("Additional Interest") to each Holder of Registrable Notes with respect to the first 90-day period immediately following the occurrence of such Registration Default in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00an amount equal to 0.5% per annum commencing of the principal amount of Registrable Notes held by such Holder. The amount of the Additional Interest payable to each Holder for such Registration Default will increase by an additional 0.5% per annum of the principal amount of Registrable Notes held by such Holder with respect to each subsequent 90-day period until such Registration Default has been cured, up to an aggregate maximum amount of Additional Interest of 1.0% per annum of the principal amount of Registrable Notes for all Registration Defaults. All accrued Additional Interest will be paid by the Issuer on each Interest Payment Date (as such term is defined in the 46th Indenture) to the Holders of record with respect to such Interest Payment Date by wire transfer of immediately available funds or 61st day by federal funds check. Additional Interest payable (a) with respect to the Registration Default specified in such 12-month period and ending on such date that clause (i) above, shall cease to accrue upon filing of the Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement), (b) with respect to the Registration Default specified in clause (ii) above, shall cease to accrue upon the effectiveness of the Exchange Offer Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence(and, if anyapplicable, exceed 1.00%. All accrued additional interest the Shelf Registration Statement), (c) with respect to the Registration Default specified in clause (iii) above, shall cease to accrue upon consummation of the Exchange Offer, and (d) with respect to the Registration Default specified in clause (iv) above, shall cease to accrue upon the filing of a post-effective amendment to the Registration Statement that causes the Exchange Offer Registration Statement (and, if applicable, the Shelf Registration Statement) again to be paid to Holders in declared effective, as the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest Additional Interest will cease, and all accrued and unpaid Additional Interest shall ceasebe paid to Holders of Registrable Notes promptly thereafter. The Issuer shall notify the Trustee shall have no responsibility with respect to within five days after the determination occurrence of each and every Registration Default. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the amount damages that will be incurred by Holders by reason of any such additional interestRegistration Default.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8August 29, 20022003, among the CompanyDex Media West LLC, Dex Media East West Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein and, as of the Acquisition Date, Dex Media West (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003the 270th day following the Acquisition, the interest rate on the Registrable Securities will be increased by 1.000.25% per annum for the first 90-day period and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act; provided, however, that in no event will such additional interest exceed 1.00%. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 60 consecutive days or more than 60 90 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th 61st or 61st 91st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities, dated as of November 8if issued) on or before the date specified herein for such filing, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (2) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the 46th or 61st day applicable semi-annual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement Statement, as the case may be, is not declared effective filed with the Commission on or prior to May 7the date which is 120 days following the date of the original issuance of the Securities, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is not declared effective by or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the SEC offer and sale of the Transfer Restricted Securities within 210 days after the original issuance of the Securities, (iii) the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 240 days after the Securities become freely tradable under date of the Securities Act. If original issuance of Securities, (iv) the Company and the Subsidiary Guarantors are required to file the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective in accordance with Section 2, the Company or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or Subsidiary Guarantor does not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that so file the Shelf Registration Statement has again been or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective (at any time that the Prospectus Company and the Subsidiary Guarantors are obligated to maintain the effectiveness thereof) without being again becomes usable; effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided thatthat such 30-day period shall toll during a Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (vi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event will additional interest together exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with additional interest from respect to all properly tendered Securities, (iii) the previous sentenceShelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in as the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. (a) The Holder of this Security is entitled to Issuers, the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Guarantors and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Issuers or the Guarantors fail to fulfill their respective obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Issuers and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the applicable series of Senior Notes (“Additional Interest”) if (A) the Issuers have neither (i) exchanged Exchange Securities for all Securities of such series validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration AgreementStatement declared effective, in either case on or prior to the 575th day after the Issue Date, (B) notwithstanding clause (A), the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 365th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodbecause of the sale of all of the Securities registered thereunder), then the interest rate Additional Interest shall accrue on the Registrable Securities principal amount of the applicable series of Senior Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that elapses, provided that the aggregate increase in such annual interest rate may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Issuers) commencing on the 46th or 61st (x) 576th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities of such series tendered (in the case of clause (A) of this Section 5), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 5), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 5), Additional Interest on the Senior Notes of such series in respect of which such events relate as a result of such clause (or the Prospectus again becomes usablerelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in Section 5(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided thatprovided, in that no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Senior Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. The Holder of this Security is entitled If (a) on or prior to the benefits 120th day following the original issue date of a Senior Note Registration Rights Agreementthe Notes, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement is not declared effective has been filed with the Commission, (b) on or prior to May 7the 180th day following the original issue date of the Notes, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until neither the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If Statement nor the Shelf Registration Statement has been declared effective and effective, (c) on or prior to the 210th day following the original issue date of the Notes, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, except as provided in Section 4(b)(II) hereof, such Registration Statement thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Notes or Exchange Notes in accordance with and during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d), a "REGISTRATION DEFAULT"), interest ("ADDITIONAL INTEREST") will accrue on the principal amount of the Notes and the Exchange Notes (in addition to the stated interest on the Notes and Exchange Notes) from and including the date on which any such failure Registration Default shall occur to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum during the 90-month day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then the interest but in no event shall such rate on the Registrable Securities will be increased by exceed 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%annum. All accrued additional interest Additional Interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities. Following , all obligations of the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Company to pay Additional Interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The Holder Issuer, the Guarantors and the Initial Purchasers agree that the Holders will suffer damages if the Issuer and the Guarantors fail to fulfill their obligations under Section 2 or Section 3 hereof, as further specified in this Section 4, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuer and the Guarantors agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer and the Guarantors have neither (i) exchanged Exchange Securities for all Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) if applicable, had a Shelf Registration Statement declared effective, in either case on or prior to the 450th day after the Issue Date (or in the case of a Shelf Registration Statement, such later date that such Shelf Registration is required to be declared effective determined in accordance with Section 2(c) and 3(a) hereof), or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such event referred to in clauses (A) and (B), an “Additional Interest Event”), then Additional Interest shall accrue on the principal amount of the Notes then outstanding (but, following the consummation of the Exchange Offer, only on the principal amount of such Notes that could not be exchanged or were not exchanged as specified in Section 2(c) hereof) at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any Additional Interest Event (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 451st day after the Issue Date, in the case of clause (A)(i) above, (y) such later date that a Shelf Registration is required to be declared effective determined in accordance with Section 2(c) and 3(a) hereof, in the case of clause (A)(ii) above, or (z) the day such Shelf Registration ceases to be effective in the case of clause (B) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities validly tendered (in the case of clause (A) of this Security Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of clause (B) of this Section 4(a)) or if the Notes otherwise no longer constitute Transfer Restricted Securities, Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. The obligation of the Issuer and the Guarantors to pay Additional Interest as set forth in this Section 4 shall be the sole and exclusive monetary remedy of the Holders and Participating Broker-Dealers for any Additional Interest Event. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Additional Interest Event has occurred and is continuing, (ii) a Holder or Participating Broker-Dealer that is not entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is shall not declared effective on or prior be entitled to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or Additional Interest with respect to any Additional Interest Event that pertains to the Shelf Registration Statement, if required thereby, is declared effective and (iii) the Issuer and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 4 during a Shelf Suspension Period permitted by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveSection 3(a) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interesthereof.

Additional Interest. The Holder of this Security In the event that (a) the Exchange Offer Registration Statement is entitled not filed with the SEC on or prior to the benefits of a Senior Note Registration Rights Agreement270th day after the Closing Date, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but the Exchange Offer Registration Statement has not defined herein have been declared effective on or prior to the meanings assigned to them in 365th day after the Registration Agreement. As more fully set forth thereinClosing Date, the Registration Agreement provides that in the event that (c) the Exchange Offer is not completed orconsummated on or prior to the 400th day after the Closing Date, if or (d) the Co-Issuers are required by the terms of the Section 2.2 to file a Shelf Registration AgreementStatement, and the Shelf Registration Statement Statement, if required, is not declared effective on or prior to May 7the 365th day following a Shelf Triggering Event (each such event referred to in clauses (a) through (d) above, 2003a “Registration Default”), the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer is completed or shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to Registration Defaults will cease. If the determination Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the accrual of Additional Interest will cease and the interest rate borne by the Notes will be reduced to the original interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest would be required to be paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is filed with the Commission by the 120th day following the Original Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not completed or, if required declared effective by the terms of 210th day following the Original Issue Date, (iii) the Registered Exchange Offer has not been consummated by the 255th day following the Original Issue Date and no Shelf Registration AgreementStatement has been filed, (iv) the Shelf Registration Statement is has not been declared effective on or prior to May 7, 2003, the interest rate on later of (A) the Registrable Securities will be increased by 1.00% per annum until 210th day following the Original Issue Date and (B) the 90th day after the Company’s obligation to file a Shelf Registration Statement arises or (v) after either the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and effective, such Registration Statement thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at (other than during any time Deferral Period or as set forth below) in connection with resales of notes of New Securities in accordance with and during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (i) through (v), and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days a “Registration Default”), interest (whether or not consecutive“Additional Interest”) in any 12-month period, then the interest rate will accrue on the Registrable principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and the New Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured or are no longer continuing. Additional Interest will be increased by 1.00accrue at a rate of 0.25% per annum commencing on during the 46th 90-day period immediately following the occurrence of such Registration Default and at a rate of 0.50% per annum thereafter (it being understood and agreed that notwithstanding any provision to the contrary above, (A) if there are multiple Registration Defaults, there will be no duplication of Additional Interest, and the maximum Additional Interest shall be 0.50% per annum, (B) so long as any Securities or 61st day in such 12-month period and ending New Securities are not Registrable Securities, no Additional Interest shall accrue on such date that Securities or New Securities, and (C) a Holder of Registrable Securities who is not entitled to the benefits of a Shelf Registration Statement (i.e., such Holder has again been declared effective not elected to include information or has not agreed in writing to be bound by all of the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest provisions of this Agreement applicable to such Holder) shall not be paid entitled to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement). A Registration Default referred to in cause (v) above will be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the determination related Prospectus if such Registration Default has occurred solely as a result of the amount filing of any a post-effective amendment to such additional interestShelf Registration Statement and for such time as is reasonably necessary to incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Securities to use the related Prospectus and the Company is using its commercially reasonable efforts to have such post-effective amendment declared effective.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If either ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is has not completed orbeen Consummated prior to the Exchange Date, if (ii) any Shelf Registration Statement required by this Agreement has not been declared effective by the terms Commission on or prior to the later of (x) the Registration Agreement, 365th day after the Closing Date and (y) the 90th day after the date the Shelf Registration Statement is not declared effective on was required to be filed pursuant to Section 4 hereof or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the (iii) any Shelf Registration Statement required by this Agreement has been declared effective and thereafter either but ceases to be effective during the Effectiveness Period (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default (and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 0.50% per annum) commencing on (x) the 365th day after the original issue date of the Notes, in the case of (i) above (y) the later of the 365th day after the original issue date of the Notes and the 90th day after the filing of such Shelf Registration Statement was required, in the case of (ii) above or (z) the Prospectus contained therein day such Shelf Registration Statement ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase of (iii) above. Following the cure of all Registration DefaultsDefaults relating to particular Transfer Restricted Securities (which shall be the date of the Consummation of the Exchange Offer, in the case of clause (i) above, the accrual effectiveness date of additional the Shelf Registration Statement in the case of clause (ii) above and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iii) above), the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall ceaseagain be increased pursuant to the foregoing provisions. The Notwithstanding any other provisions of this Section 5, the Company and the Guarantors shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof. If the Company is required to pay Additional Interest, the Company shall provide written notice to the Trustee of the Company’s obligations to pay Additional Interest no later than 15 days prior to each interest payment date on which Additional Interest is payable, which notice shall have no responsibility set forth the amount of the Additional Interest to be paid by the Company on such interest payment date. All obligations of the Company and the Guarantors set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the determination of the amount of any time such additional interestsecurity ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within ten business days of a Senior Note filing such post-effective amendment to such Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc.Statement (each such event referred to in clauses (i) through (iv), a Delaware corporation ("LCIRegistration Default"), and then the Initial Purchasers named therein Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby (the "Registration Agreement"subject to Section 4(b). Capitalized terms used ) additional interest in this paragraph (b) but not defined herein have the meanings assigned an amount equal to them $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration AgreementDefault continues for the first 90-day period immediately following the occurrence of such Registration Default. As The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company shall in no event be required to pay liquidated damages for more fully than one Registration Default at any given time. Notwithstanding anything to the contrary set forth thereinherein, the Registration Agreement provides that in the event that (1) upon filing of the Exchange Offer is not completed orRegistration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled If (a) on or prior to the benefits 90th day following the original issue date of a Senior Note Registration Rights Agreementthe Securities, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement is not declared effective has been filed with the Commission, (b) on or prior to May 7the 150th day following the original issue date of the Securities, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until neither the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If Statement nor the Shelf Registration Statement has been declared effective and effective, (c) on or prior to the 185th day following the original issue date of the Securities, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Securities or New Securities in accordance with and during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d), a (“Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the Securities and the New Securities (in addition to the stated interest on the Securities and New Securities) from and including the date on which any such failure Registration Default shall occur to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum during the 90-month day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, then the interest but in no event shall such rate on the Registrable Securities will be increased by exceed 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%annum. All accrued additional interest shall be paid to Holders obligations of the Company set forth in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility preceding paragraph that are outstanding with respect to any Security at the determination of the amount of any time such additional interestSecurity is exchanged for a New Security shall survive until such time as all such obligations with respect to such Security have been satisfied in full.

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Company Issuers and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Company Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Company Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Company Issuers have neither (i) exchanged Exchange Securities for all Securities validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration AgreementStatement declared effective, in either case on or prior to the 365th day after the Issue Date, (B) notwithstanding clause (A), the Company Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 365th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodbecause of the sale of all of the Securities registered thereunder), then the interest rate Additional Interest shall accrue on the Registrable Securities principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Company Issuers) commencing on the 46th or 61st (x) 366th day after the Issue Date, in the case of (A) above, (y) the 366th day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Prospectus again becomes usablerelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Company Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided thatprovided, in that no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, ------------------- Statement nor the Shelf Registration Statement Statement, as the case may be, is not declared effective filed with the Commission on or prior to May 7the date which is 90 days following the date of the original issuance of the Securities, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the original issuance of the Securities, (iii) if required therebythe Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the date of the original issuance of Securities or (iv) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Securities held by such Holder until all Registration Defaults have been cured. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been is declared effective or (iv) the Prospectus applicable Registration Statement again becomes usable; provided thateffective (or is superseded by another effective Registration Statement), in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of At any time that all Registration DefaultsDefaults have been cured, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security In the event that (a) the Exchange Offer Registration Statement is entitled not filed with the SEC on or prior to the benefits of a Senior Note Registration Rights Agreement210th day after the Closing Date, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but the Exchange Offer Registration Statement has not defined herein have been declared effective on or prior to the meanings assigned to them in 330th day after the Registration Agreement. As more fully set forth thereinClosing Date, the Registration Agreement provides that in the event that (c) the Exchange Offer is not completed orconsummated on or prior to the 395th day after the Closing Date, if or (d) the Co-Issuers are required by the terms of the Section 2.2 to file a Shelf Registration AgreementStatement, and the Shelf Registration Statement Statement, if required, is not declared effective on or prior to May 7the 150th day following a Shelf Triggering Event (each such event referred to in clauses (a) through (d) above, 2003a “Registration Default”), the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer is completed or shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to Registration Defaults will cease. If the determination Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the accrual of Additional Interest will cease and the interest rate borne by the Notes will be reduced to the original interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest would be required to be paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Notes, dated as of November 8if issued) on or before the date specified herein for such filing, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Notes in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Notes, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (2) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Notes in exchange for all Securities (other than the Private Exchange Notes, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Notes, if issued) on or before the 46th or 61st day applicable semi-annual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Issuer and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Issuer agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration AgreementStatement declared effective, in either case on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 360th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodPeriod (other than because of the sale of all of the Securities registered thereunder), and then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such failure Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutivein the case of (C) in any 12-month periodof this Section 4), then the interest rate Additional Interest on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in respect of which such 12-month period and ending on events relate as a result of such date that the Shelf Registration Statement has again been declared effective clause (or the Prospectus again becomes usable; provided thatrelevant subclause thereof), in no event will additional interest together with additional interest from as the previous sentencecase may be, if any, exceed 1.00%shall cease to accrue. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure Notwithstanding any other provisions of all Registration Defaultsthis Section 4, the accrual of additional interest Issuer shall cease. The Trustee shall have no responsibility with respect not be obligated to the determination of the amount of any such additional interestpay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (ba) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) the Company and the Guarantor have not filed the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Statement or Shelf Registration Statement is not declared effective with the SEC on or prior before the date on which such Registration Statement is required to May 7be so filed pursuant to Section 2(a) or 2(b), 2003respectively, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the or (ii) such Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required thereby, is Statement has not been declared effective by the SEC under the Securities Act on or before the date on which such Registration Statement is required to be declared effective under the Securities Act pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been Consummated within 210 days after the Closing Date or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective by the SEC under the Securities Act but shall thereafter either be withdrawn by the Company or the Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such Registration Statement (except as specifically permitted herein) without being succeeded immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement filed and declared effective by the SEC under the Securities Act (each such event referred to in clauses (i) through (iv) is referred to herein as a "Registration Default" and each period during which a Registration Default has occurred and is continuing until the Securities become freely tradable under the Securities Act. If the Shelf Act is referred to herein as, a "Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Default Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period"), then the interest rate on the Registrable Securities will be increased by 1.000.25% per annum commencing during the first 90 days of the Registration Default Period, and by 0.50% per annum thereafter for the remaining portion of the Registration Default Period. The interest rate will not at any time be increased by more than 0.50% per annum. In addition, the interest rate on the 46th or 61st day in Registrable Securities will revert to the interest rate prior to any increase pursuant to this Section 3(a) at such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner time as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestDefaults are cured.

Additional Interest. The Holder (a) In the event that (i) the Partnership has not filed the Exchange Offer Registration Statement or the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Exchange Offer has not been consummated within 260 days after the date of this Security issuance of the Securities, or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is entitled filed and declared effective by the Commission under the Act but shall thereafter cease to be effective (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the benefits of Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a Senior Note "Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCIDefault"), then the Partnership shall pay additional interest ("Additional Interest") on the affected Securities that will accrue and be payable semiannually on the Initial Purchasers named therein Securities (in addition to the "stated interest on such Securities) from and including the date such Registration Agreement"Default occurs to, but excluding, the date on which all Registration Defaults are cured (at which time the interest rate will be reduced to its initial rate). Capitalized terms used in this paragraph (b) but During the time that Additional Interest is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during which any such Registration Default continues; provided, however, the rate of Additional Interest shall not defined herein have the meanings assigned to them exceed 0.50% per annum in the aggregate regardless of the number of Registration AgreementDefaults. As more fully set forth therein, Additional Interest shall not accrue if the Registration Agreement provides that in the event that Partnership has filed the Exchange Offer Registration Statement with the Commission on or before the date on which such Registration Statement is not completed or, if required by to be so filed pursuant to Section 2(a) but is unable to complete the terms Registered Exchange Offer because of a change in applicable law and the Partnership then proceeds to file the Shelf Registration Agreement, Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is not declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities ActAct pursuant to Section 3(b). If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodIf, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following after the cure of all Registration DefaultsDefaults then in effect, there is a subsequent Registration Default, the accrual rate of additional interest Additional Interest that shall cease. The Trustee initially be in effect upon the occurrence of such subsequent Registration Default shall have no responsibility with respect to be 0.25% per annum during the determination first 90-day period following the occurrence of such Registration Default, regardless of the amount rate of Additional Interest in effect at the time of any prior Registration Default at the time of the cure of any such additional interestprior Registration Default.

Additional Interest. The Holder of this Security is entitled to Indenture executed in connection with the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides Securities will provide that in the event that either (a) the Exchange Offer Registration Statement is not filed with the SEC on or prior to 270 days after the date hereof, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to 320 days after the date hereof, (c) the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the consummated and a Shelf Registration Statement is not declared effective effective, in both cases, on or prior to May 7360 days after the date hereof, 2003or (d) the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 90 days in the aggregate (each such event referred to in clauses (a) through (d) above, a “Registration Default”), the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 1.000.25% per annum until for the Exchange Offer is completed 90-day period (or portion thereof) beginning on the Shelf day immediately following such Registration StatementDefault (or in the case of clause (d), if required thereby, is declared effective by the SEC or day immediately following the Securities become freely tradable under the Securities Act. If the 90th date that such Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during in the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12applicable twelve-month period), then which rate will increase by 25 basis points per annum at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities50 basis points per annum. Following the cure of all Registration Defaults, Defaults the accrual of additional Additional Interest will cease and the interest shall ceaserate will revert to the original rate. The Company will not be obligated to pay Additional Interest in respect of more than one default at a time. In the case of a Registration Default under clause (d) of this paragraph, Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest will be payable in cash. The Additional Interest due shall have no responsibility with respect be payable on each interest payment date to the determination record Holder of Registrable Securities entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Issuers and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Issuers fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in the event that Issuers agree to pay as liquidated damages, if (1) the Exchange Offer with respect to the Transfer Restricted Securities is not completed Consummated on or prior to the Exchange Date or, if in the case of any Shelf Registration Statement required by clause (i) or (ii) of Section 4(a), a Shelf Registration Statement with respect to a series of Securities has not been declared effective on or prior to the terms applicable Shelf Effectiveness Date, (2) a Shelf Registration Statement with respect to a series of Securities is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all Securities registered thereunder or as a result of a notice given in accordance with Section 6(d) below for a period not to exceed the Shelf Suspension Period permitted by Section 6(d) below), or (3) in the case of any Shelf Registration AgreementStatement required by clause (iii) of Section 4(a), notwithstanding clause (1) of this Section 5, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7the applicable Shelf Effectiveness Date (each such event referred to in clauses (1), 2003(2) and (3) above, a “Registration Default”), the Issuers hereby agree that additional interest rate (“Additional Interest”) shall accrue on the Registrable principal amount of the Initial Securities will be increased by 1.00that are still Transfer Restricted Securities at a rate of 0.25% per annum until (which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Registration Default continues; provided that the Exchange Offer is completed or rate at which such Additional Interest accrues shall in no event exceed 1.0% per annum) commencing on (x) the Shelf Registration Statement481st day following the Closing Date or, if required thereby, is declared effective by in the SEC or the Securities become freely tradable under the Securities Act. If the case of any Shelf Registration Statement has been declared effective and thereafter either required by clause (i) or (ii) of Section 4(a), the date following the applicable Shelf Effectiveness Date, in the case of clause (1) above, (y) the date such Shelf Registration Statement ceases to be effective effective, in the case of clause (2) above, or (z) the Prospectus contained therein ceases to be usable at any time during date following the applicable Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thatDate, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase of clause (3) above. Following the cure of all Registration Defaults, Additional Interest will cease to accrue and the accrual interest rate on the Securities will revert to the original rate; provided, however, that, if after the date such Additional Interest ceases to accrue, a different Registration Default occurs, Additional Interest may again commence accruing pursuant to the foregoing provisions. Any amounts of additional interest shall ceaseAdditional Interest due pursuant to this Section 5 will be payable in cash semiannually on the Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such date occurring after any Additional Interest commences to accrue. The Trustee shall have no responsibility All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the determination of time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full; provided, however that it is understood that no additional obligations pursuant to the amount of preceding paragraph will be incurred by the Issuers and the Guarantors with respect to any security after the time such additional interestsecurity ceases to be a Transfer Restricted Security. Anything herein to the contrary notwithstanding, no Holder who (x) was eligible to exchange such Holder’s outstanding Transfer Restricted Securities at the time that the Exchange Offer was pending and Consummated and (y) failed to validly tender such securities for exchange pursuant to the Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

Additional Interest. The Holder If (a) the Company fails to file any of the registration statements required by this Security is entitled to Agreement on or before the benefits of a Senior Note Registration Rights Agreementdate specified for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyas applicable, is has not been declared effective by the SEC on or prior to the Securities become freely tradable under deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the Securities Act. If "Effectiveness Target Date"), (c) the Company fails to consummate the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Transfer Restricted Securities during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d) above, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month perioda "Registration Default"), then the interest rate on borne by the Registrable Securities will shall be increased ("Additional Interest") by 1.00% one-quarter of one percent per annum commencing on the 46th or 61st annum, which rate will increase by one quarter of one percent each 90-day in period that such 12-month period and ending on Additional Interest continues to accrue under any such date circumstance, provided that the Shelf Registration Statement has again been declared effective or maximum aggregate increase in the Prospectus again becomes usable; provided that, interest rate will in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesone half of one percent per annum. Following the cure of all Registration Defaults, Defaults the accrual of additional Additional Interest will cease and the interest shall ceaserate will revert to the original rate. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall have no responsibility be paid by depositing with respect the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the determination record Holder of Securities entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of this Security is entitled If (i) the Issuers fail to file an Exchange ------------------- Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective on by the SEC or prior to May 7the date specified herein for such effectiveness (the "Effectiveness Target Date"), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed ------------------------- required to be consummated hereunder and the Issuers fail to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), -------------------- then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities) as to which the Registration Default exists shall be increased (the "Additional Interest"), with respect to the first 90-day ------------------- period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. If a Registration Default exists with respect to the Securities prior to the Cash Interest Election Date, the Company will make cash payments of Additional Interest on each interest payment date on the Securities which are Transfer Restricted Securities at the rate set forth in the preceding sentence multiplied by the Accreted Value of the Securities as of the interest payment date on which such payment is made. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (x) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an "Event Date"). Additional Interest shall be ---------- paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than the Private Exchange Securities) on or before the 46th or 61st day applicable semiannual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder If (i) on or prior to 60 days following the date of this Security is entitled to original issuance of the benefits of a Senior Note Registrable Preferred Securities the Exchange Offer Registration Rights AgreementStatement, dated as of November 8, 2002, among or the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Shelf Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that Statement in the event that (A) the Exchange Offer, or the making of any exchange by a Holder, would violate applicable law or any applicable interpretation of the staff of the Commission, (B) any action or proceeding shall have been instituted in any court by or before any governmental agency with respect to the Exchange Offer which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, (C) such Exchange Offer will result in a "Tax Event" as defined in the Indenture, or (D) there shall have been adopted or enacted any law, statute, rule or regulation which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, has not been filed with the Commission, or (ii) on or prior to the 120th day following the issuance of the Registrable Preferred Securities such Exchange Offer Registration Statement is not declared effective, or (iii) on or prior to the 180th day following the issuance of the Registrable Preferred Securities the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the consummated or a Shelf Registration Statement is not declared effective on or prior to May 7(each, 2003a "Registration Default"), the additional interest rate ("Registration Penalty") will accrue on the Registrable Securities Debentures and, accordingly, additional Distributions will accrue on the Preferred Securities, in each case from and including the day following such Registration Default. A Registration Penalty will be increased by 1.00% paid semi-annually in arrears, with the first semi-annual payment due on the first interest or distribution payment date, as applicable, following the date on which such Registration Penalty begins to accrue, and will accrue at a rate per annum until equal to an additional one-quarter of one percent (0.25%) per Registration Default (not to exceed in the aggregate 0.50%) of the principal amount or liquidation amount, as applicable. Such Registration Penalty will cease to accrue on the date on which the Exchange Offer is completed consummated or the Shelf Registration Statement, if required thereby, Statement is declared effective by the SEC or Commission, as applicable. In the Securities become freely tradable under the Securities Act. If the event that a Shelf Registration Statement has been is filed and declared effective and thereafter either effective, but subsequently ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists Period for more than 45 consecutive days or more than 60 days (90 days, whether or not consecutive) in , during any 12-month period, then the interest a Registration Penalty will accrue at a rate on the Registrable Securities will be increased by 1.00% per annum commencing on equal to one-half of one percent (0.50%) of the 46th principal amount or 61st liquidation amount, as applicable, from such 91st day in until such 12-month period and ending on such date that time as the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, effective. At no time will a Registration Penalty in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00excess of one-half of one percent (0.50%. All accrued additional interest shall ) be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect payable pursuant to the determination provisions of the amount of any such additional interestRegistration Rights Agreement.

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Company and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the event that Notes (“Additional Interest”) if (A) the Exchange Offer is Registration Statement has not completed orbeen declared effective on or prior to the 365th day after the Issue Date, if required by (B) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date for the Exchange Offer Registration AgreementStatement, (C) the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 90th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (D) if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodbecause of the sale of all of the Securities registered thereunder), then the interest rate Additional Interest shall accrue on the Registrable Securities principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Company) commencing on the 46th or 61st (w) 366th day after the Issue Date, in the case of (A) above, (x) 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement, in the case of (B) above, (y) the 366th day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (D) above; provided, however, that upon the effectiveness of the applicable Exchange Offer Registration Statement (in the case of (A) of this Section 4), upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (B) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (D) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Prospectus again becomes usablerelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof; provided thatprovided, in that no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. (a) The Holder parties hereto agree that the Holders ------------------- of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 180 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 90 days after the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7210 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the interest rate on the Registrable Securities Company will be increased by 1.00obligated to pay, as liquidated damages for such Registration Default, additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is declared effective by effective, (iii) the SEC Registered Exchange Offer is consummated, or the Securities become freely tradable under the Securities Act. If (iv) the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.Registration

Additional Interest. The If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a) of this Agreement, as applicable, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in Section 3(a) and 4(a), as applicable (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the period specified therein without being succeeded within 5 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby agrees to pay to each Holder of this Security is entitled Transfer Restricted Securities, as liquidated damages for such Registration Default, additional interest (“Additional Interest”), in addition to the benefits Base Interest, which Additional Interest shall accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any such Registration Default and a rate of 0.50% per annum thereafter for any remaining time at the end of each subsequent 90-day period until all Registration Defaults have been cured; provided, however, that if after all such Registration Defaults have been cured, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a Senior Note post-effective amendment to the Registration Rights AgreementStatement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, dated if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation such clause ("LCI"i), and (ii), (iii) or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid to the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them Holders entitled thereto, in the Registration Agreement. As manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth therein, the Registration Agreement provides that in the event that Indenture and the Exchange Offer is not completed or, if required by the terms Notes. All obligations of the Registration Agreement, Company set forth in the Shelf Registration Statement is not declared effective on or prior preceding paragraph that are outstanding with respect to May 7, 2003, any Transfer Restricted Security at the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either time such security ceases to be effective or the Prospectus contained therein ceases to be usable at any a Transfer Restricted Security shall survive until such time during the Shelf Effectiveness Period, and as all such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility obligations with respect to the determination of the amount of any such additional interestNote shall have been satisfied in full.

Additional Interest. The Holder of If (a) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (b) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among (c) the Company, Dex Media East Finance, LCI International, Inc.Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by an additional Registration Statement which becomes effective (each such event referred to in clauses (a) through (d), a Delaware corporation ("LCIRegistration Default"), and then the Initial Purchasers named therein (Company hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the "first 90-day period immediately following the occurrence of such Registration Agreement")Default. Capitalized terms used The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in this paragraph (b) but not defined herein principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the meanings assigned Company shall in no event be required to them in pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the Registration Agreement. As more fully contrary set forth thereinherein, the Registration Agreement provides that in the event that (i) upon filing of the Exchange Offer is not completed orRegistration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (a) above, (ii) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes made usable; provided that, in no event will the case of (d) above, the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (a), if any(b), exceed 1.00%(c) or (d), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of this Security is entitled Subject to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Section 4(b) and the Initial Purchasers named therein Suspension Rights referred to in Section 6(c)(i) below, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the Effectiveness Deadline or the Shelf Registration Statement (if required pursuant to Section 4 hereof) has not become effective on or prior to the Shelf Effectiveness Deadline, (ii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, (iii) the Exchange Offer Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable prior to the Consummation of the Exchange Offer (unless such lack of effectiveness is cured on or prior to the Consummation Deadline), or (iv) the Shelf Registration Statement (if required pursuant to Section 4 hereof) is filed and becomes effective but shall thereafter cease to be effective or fail to be useable in connection with resales of Transfer Restricted Securities for a period of time that exceeds 120 days in the aggregate in any 12-month period in which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company agrees to pay to each Holder affected thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of 0.50% per annum; provided that the Company shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the declaration of effectiveness of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared becoming automatically effective), in the case of clause (i) above, (2) upon Consummation of the Exchange Offer, in the case of clause (ii) above, or (3) upon the filing of a post-effective on amendment to the Registration Statement or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until an additional Registration Statement that causes the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement, if required thereby, is ) to again be declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or made usable, in the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodcase of clauses (iii) and (iv) above, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) then, in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaultscase, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest payable with respect to the determination Transfer Restricted Securities as a result of such clause (i), (ii), (iii), or (iv) of this Section 5, as applicable, shall immediately cease and the interest rate with respect to the applicable series of Transfer Restricted Securities shall revert to the original interest rate set forth in the title of the applicable series of Transfer Restricted Securities. All accrued Additional Interest shall be paid by the Company (or the Company will cause the Paying Agent to make such payment on its behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable series of Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, all obligations of the Company to pay Additional Interest with respect to securities that accrued prior to the time that such additional interestsecurities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of this Section 5 will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.

Additional Interest. The Holder of If (a) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note Registration Rights Agreementapplicable Filing Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but any such Registration Statement has not defined herein have been declared effective by the meanings assigned Commission on or prior to them in the Registration Agreement. As more fully set forth thereinapplicable Effectiveness Deadline, the Registration Agreement provides that in the event that (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not Statement) to again be declared effective or made usable (each such event referred to in clauses (a) through (d), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on or prior to May 7, 2003, the date of such cure and the interest rate on the Registrable such Transfer Restricted Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases revert to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on such Transfer Restricted Securities prior to the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf applicable Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Default. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of Notes or Exchange Notes who is not entitled to the determination benefits of the amount of any a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such additional interestShelf Registration Statement.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation If ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if Consummated on or prior to the Exchange Offer Consummation Deadline; (ii) the Company and the Guarantors fail to file any Shelf Registration Statement required by this Agreement on or before the terms of the Registration Agreement, the Shelf Filing Deadline; (iii) any such Shelf Registration Statement is not declared effective by the Commission on or prior to May 7the Shelf Effectiveness Deadline; (iv) the Company and the Guarantors fail to Consummate the Exchange Offer by the Exchange Notes Issue Deadline; or (v) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Entitled Securities during the periods specified in this Agreement (each such event referred to in clauses (i) through (v) above, 2003a “Registration Default”), then the Company and the Guarantors will pay additional interest rate on (“Additional Interest”), in the Registrable amounts described in the paragraph below, to each holder of Entitled Securities until all Registration Defaults have been cured. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be increased by 1.00paid in an amount equal to 0.25% per annum of the principal amount of Entitled Securities outstanding. The amount of the Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding. Notwithstanding anything to the contrary set forth herein, (1) upon Consummation of the Exchange Offer is completed Offer, in the case of clause (i) or (iv) above, (2) the filing of the Shelf Registration Statement, if required therebyin the case of clause (ii) above, is declared effective by (3) upon the SEC or the Securities become freely tradable under the Securities Act. If effectiveness of the Shelf Registration Statement, in the case of clause (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement has been declared effective and thereafter either ceases to be effective or an additional Registration Statement that causes the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodExchange Offer Registration Statement (and/or, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodif applicable, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has Statement) to again been be declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders made usable in the same manner case of clause (v) above, the Additional Interest payable with respect to the Entitled Securities as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesa result of such clause (i), (ii), (iii), (iv) or (v), as applicable, shall cease. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee All accrued Additional Interest shall have no responsibility be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Entitled Securities, all obligations of the Company and the Guarantors to pay Additional Interest with respect to securities that accrued prior to the determination of the amount of any time that such additional interestsecurities ceased to be Entitled Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein (the "Registration Agreement")extent of such damages. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in the event that either (i) the Registered Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyhereby, is not declared effective by on or prior to 210 days after the SEC Issue Date or the Securities become freely tradable under the Securities Act. If (ii) the Shelf Registration Statement has been is filed and declared effective and within 210 days after the Issue Date but shall thereafter either ceases cease to be effective or the Prospectus contained therein ceases to be usable (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) and (ii), a "Registration Default"), the Company will be obligated to pay, as liquidated damages for such Registration Default, additional cash interest to each Holder of Transfer Restricted Securities, during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days period of one or more than 60 days (whether or not consecutive) such Registration Defaults, in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00an amount equal to 0.25% per annum commencing on of the 46th principal amount of Transfer Restricted Securities held by such Holder until (i) the Registered Exchange Offer is consummated or 61st day in such 12-month period and ending on such date that (ii) the Shelf Registration Statement has again been is declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) each Security until the date on which it is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder If (a) the Company fails to file any of the Registration Statements required by this Security is entitled to Agreement on or before the benefits of a Senior Note Registration Rights Agreementdate specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyas applicable, is has not been declared effective by the SEC or the Securities has not otherwise become freely tradable effective under the Securities Act. If 1933 Act on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (c) the Company fails to consummate a Registered Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared or becomes effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Transfer Restricted Securities during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d) above, and a “Registration Default”), the Company shall be required to pay to the Holders of the applicable Securities (that is, the Securities to which such failure Registration Default applies, which may be all the Securities or a particular series of the Securities) an additional amount (“Additional Interest”) on such Securities equal to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12one-month period, then the interest rate on the Registrable Securities will be increased by 1.00% quarter of one percent per annum commencing on of the 46th or 61st principal amount of such Securities, which amount will increase by one quarter of one percent per annum each 90-day in period that such 12-month period and ending on Additional Interest continues to accrue under any such date circumstance, provided that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, maximum aggregate amount of Additional Interest payable hereunder will in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesone half of one percent per annum. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall have no responsibility be paid by depositing with respect the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the determination record Holder of Securities entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the applicable Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. The Holder of (a) If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but thereafter is withdrawn by the Issuer or becomes subject to an effective stop order issued pursuant to Section 8(d) of the U.S. Securities Act suspending the effectiveness of such registration statement (except as specifically permitted in this Agreement, including during any blackout period permitted hereunder without being succeeded immediately by an additional Registration Statement filed and declared effective within 60 days of such suspension) (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer-Restricted Securities additional interest in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer-Restricted Securities held by such Holder for the period of time that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of 1.00% per annum on the outstanding principal amount of Transfer-Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility payable with respect to the determination Transfer-Restricted Securities as a result of the amount of any such additional interestclause (i), (ii), (iii) or (iv), as applicable, shall cease.

Additional Interest. The Holder If (a) the Company fails to file any of the Registration Statements required by this Security is entitled to Agreement on or before the benefits of a Senior Note Registration Rights Agreementdate specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyas applicable, is has not been declared effective by the SEC or the Securities has not otherwise become freely tradable effective under the Securities Act. If 1933 Act on or prior to the deadlines for effectiveness specified in Section 2.1 and Section 2.2 of this Agreement (the “Effectiveness Target Date”), (c) the Company fails to consummate the Registered Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (d) the Shelf Registration Statement has been or the Exchange Offer Registration Statement, as applicable, is declared or becomes effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time in connection with resales of Transfer Restricted Securities during the Shelf Effectiveness Periodperiods specified in this Agreement (each such event referred to in clauses (a) through (d) above, and a “Registration Default”), the Company shall be required to pay to the Holders of the Securities an additional amount (“Additional Interest”) on such failure Securities equal to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12one-month period, then the interest rate on the Registrable Securities will be increased by 1.00% quarter of one percent per annum commencing on of the 46th or 61st principal amount of such Securities, which amount will increase by one quarter of one percent per annum each 90-day in period that such 12-month period and ending on Additional Interest continues to accrue under any such date circumstance, provided that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, maximum aggregate amount of Additional Interest payable hereunder will in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesone half of one percent per annum. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. ACTIVE 226080753v.4 The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall have no responsibility be paid by depositing with respect the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the determination record Holder of Securities entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 60 days of the Shelf Filing Date, (iii) the Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the interest rate on the Registrable Securities Company will be increased obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 1.00% per annum such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Exchange Offer is completed or the Shelf Registration Statementconsummated, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If (iii) the Shelf Registration Statement has been is declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveiv) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following Upon the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) the Exchange Offer applicable Registration Statement is not completed orfiled with the SEC on or prior to the date specified herein for such filing, if required by (ii) the terms of the Registration Agreement, the Shelf applicable Registration Statement is not declared effective on or prior to May 7the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) if the Exchange Offer is completed required to be consummated hereunder, the Company fails to consummate the Exchange Offer within 30 Business Days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) the Shelf applicable Registration Statement, if required thereby, Statement is filed and declared effective during the period effectiveness is required by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective Section 2(e) and 3(a) but shall thereafter either ceases cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Prospectus contained therein ceases Transfer Restricted Notes that has been filed and declared effective (each such event referred to be usable at any time during the Shelf Effectiveness Periodin clauses (i) through (iv), and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month perioda "Registration Default"), then the interest rate on the Registrable Securities Transfer Restricted Notes as to which such Registration Default relates will be increased by 1.00increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.50% per annum commencing of the principal amount of the Notes. The rate of additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 2.00% of the principal amount of the Notes. Additional Interest shall be computed based on the 46th or 61st day in actual number of days elapsed during which any such 12-month period and ending on Registration Defaults exists. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such date Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement has is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 60 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.25% per annum of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of 1.00% of the principal amount of the Notes. Upon the Shelf Registration Statement once again been declared effective or becoming usable, the Prospectus again becomes usable; provided that, interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in no compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within five Business Days after each and every date on which an event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%occurs in respect of which Additional Interest is required to be paid (an "Event Date"). All accrued additional interest Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to Holders pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the same manner as interest payments on Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the Securities on semi-annual payment dates which correspond to interest payment dates for day following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement Statement, as the case may be, is not declared effective filed with the Commission on or prior to May 7the date which is 150 days after the Issuance Date, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is not declared effective by or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the SEC offer and sale of the Transfer Restricted Securities within 210 days after the Issuance Date, (iii) the Exchange Offer Registration Statement is declared effective, but the Registered Exchange Offer is not consummated on or prior to 270 days after the Securities become freely tradable under Issuance Date, (iv) the Securities Act. If Company is required to file the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or in accordance with Section 2, but the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or Company does not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that so file the Shelf Registration Statement has again been or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective (at any time that the Prospectus Company is obligated to maintain the effectiveness thereof) without being again becomes usable; effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided thatthat such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75 days during any 365-day period (each such event referred to in clauses (i) through (vi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event will additional interest together exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with additional interest from respect to all properly tendered Securities, (iii) the previous sentenceShelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in as the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder holder of this Security Note is entitled to the benefits of a Senior Note the Registration Rights Agreement, dated as of November 8the date hereof, 2002, by and among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), the Guarantors and the Initial Purchasers named therein (the "Registration Agreement")therein. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. As more fully set forth therein, If (i) the Company has not filed any Registration Statement required by this Agreement provides that in with the event that Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement has not become effective on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or (iv) if after either the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf (A) such Registration Statement has been declared effective and thereafter either ceases to be effective (except as otherwise permitted in the Registration Rights Agreement); or (B) such Registration Statement or the Prospectus contained therein related prospectus ceases to be usable at any time (except as otherwise permitted in the Registration Rights Agreement) in connection with resales of Transfer Restricted Securities during the Shelf Effectiveness Periodperiods specified therein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder (each such event referred to in clauses (i) through (v), a “Registration Default”), the Company and such failure the Guarantors will be jointly and severally obligated to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then pay Additional Interest to each holder of Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate on the Registrable Securities will be increased by 1.00of 0.25% per annum commencing on for the 46th or 61st first 90-day in such 12period immediately following the occurrence of a Registration Default, which rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-month day period and ending on such date that the Shelf until all Registration Statement has again Defaults have been declared effective or the Prospectus again becomes usable; provided thatcured, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%up to a maximum rate of 1.0% per annum. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments on the Securities Notes on semi-annual payment dates which correspond to interest payment dates payments for the SecuritiesNotes. Following the cure of all Registration Defaults, the accrual of additional interest Additional Interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestAdditional Interest.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Company and the Initial Purchasers named therein (agree that the "Registration Agreement")Holders will suffer damages if the Company fails to fulfill its obligations under Section 3 or Section 4 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in the event that Company agrees to pay as liquidated damages, if (1) the Exchange Offer with respect to the Initial Securities is not completed Consummated on or prior to the 365th calendar day following the Closing Date or, if in the case of any Shelf Registration Statement required by clause (i) or (ii) of Section 4(a), a Shelf Registration Statement with respect to a series of Securities has not been declared effective on or prior to the terms applicable Shelf Effectiveness Date, (2) a Shelf Registration Statement with respect to a series of Securities is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself immediately declared effective (other than because of the sale of all Securities registered thereunder or as a result of a notice given in accordance with Section 6(d) below for a period not to exceed the Shelf Suspension Period permitted by Section 6(d) below), or (3) in the case of any Shelf Registration AgreementStatement required by clause (iii) of Section 4(a), notwithstanding clause (1) of this Section 5, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7the applicable Shelf Effectiveness Date (each such event referred to in clauses (1), 2003(2) and (3) above, a “Registration Default”), the Company hereby agrees that additional interest rate (“Additional Interest”) shall accrue on the Registrable principal amount of the Initial Securities will be increased by 1.00that are still Transfer Restricted Securities at a rate of 0.25% per annum until (which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Registration Default continues; provided that the Exchange Offer is completed or rate at which such Additional Interest accrues shall in no event exceed 1.0% per annum) commencing on (x) the Shelf Registration Statement366th day following the Closing Date or, if required thereby, is declared effective by in the SEC or the Securities become freely tradable under the Securities Act. If the case of any Shelf Registration Statement has been declared effective and thereafter either required by clause (i) or (ii) of Section 4(a), the date following the applicable Shelf Effectiveness Date, in the case of clause (1) above, (y) the date such Shelf Registration Statement ceases to be effective effective, in the case of clause (2) above, or (z) the Prospectus contained therein ceases to be usable at any time during date following the applicable Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thatDate, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase of clause (3) above. Following the cure of all Registration Defaults, Additional Interest will cease to accrue and the accrual interest rate on the Securities will revert to the original rate; provided, however, that, if after the date such Additional Interest ceases to accrue, a different Registration Default occurs, Additional Interest may again commence accruing pursuant to the foregoing provisions. Any amounts of additional interest shall ceaseAdditional Interest due pursuant to this Section 5 will be payable in cash semiannually on the Interest Payment Dates applicable to the Holders of record specified in the Indenture, commencing with the first such date occurring after any Additional Interest commences to accrue. The Trustee shall have no responsibility All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the determination of time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full; provided, however that it is understood that no additional obligations pursuant to the amount of preceding paragraph will be incurred by the Company and the Guarantors with respect to any security after the time such additional interestsecurity ceases to be a Transfer Restricted Security. Anything herein to the contrary notwithstanding, no Holder who (x) was eligible to exchange such Holder’s outstanding Transfer Restricted Securities at the time that the Exchange Offer was pending and Consummated and (y) failed to validly tender such securities for exchange pursuant to the Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Exchange Offer is Consummated pursuant to this Section 5.

Additional Interest. The Holder of this Security Note is entitled to the benefits of a Senior Note the Exchange and Registration Rights Agreement dated as of February 7, 2012 (the “Registration Rights Agreement, dated as of November 8, 2002, ”) by and among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Issuers and the Initial Purchasers named therein (initial purchasers of the "Registration Agreement")Notes. Capitalized terms used in this paragraph (b) 2 but not defined herein have the meanings assigned to them in the Registration Rights Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 210th day following the date of the original issuance of the Notes, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to the 330th day following the date of the original issuance of the Notes, (iii) the Registered Exchange Offer has not been consummated on or prior to the 360th day following the date of the original issuance of the Notes, (iv) notwithstanding the fact that the Issuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not completed orfiled on or prior to the 210th day following the date when the Issuers first become obligated to file such Shelf Registration Statement, if required by (v) notwithstanding the terms of fact that the Registration AgreementIssuers have or may consummate a Registered Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 330th day following the Registrable Securities will be increased by 1.00% per annum until date when the Exchange Offer is completed or the Issuers first become obligated to file such Shelf Registration Statement, if required thereby, is declared effective by or (vi) after the SEC Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and effective, such Registration Statement thereafter either ceases to be effective or usable in connection with exchanges or resales, as the Prospectus contained therein ceases to be usable case may be, of the Notes at any time during that the Shelf Effectiveness PeriodIssuers are obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (vi) above being referred to herein as a “Registration Default”), and such failure interest (“Additional Interest”) shall accrue (in addition to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the stated interest rate on the Registrable Securities will be increased Notes) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Notes; provided, however, that such rate per annum shall increase by an additional 0.25% per annum from and including the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall the Additional Interest accrue at a rate in excess of 1.00% per annum commencing annum. The Additional Interest will be payable in cash semiannually in arrears each Interest Payment Date. The Trustee is not responsible for ascertaining if any Additional Interest is payable under the Registration Rights Agreement. If any Additional Interest is required to be paid, the Issuers will provide the Trustee with an Officers’ Certificate, on or before the relevant Interest Payment Date, setting forth the amount of Additional Interest payable on such Interest Payment Date. Whenever in this Note or in the Indenture a reference is made to interest on the 46th or 61st day in Notes, such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentencereference shall be deemed to also be a reference to Additional Interest, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments due on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestNotes.

Additional Interest. The Holder of (a) If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable filing deadline specified for such filing, (ii) any such Registration Rights Agreement, dated as of November 8, 2002, among Statement has not been declared effective by the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation Commission on or prior to the date specified herein for such effectiveness ("LCI"the “Effectiveness Target Date”), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been consummated within 30 business days after the Effectiveness Target Date with respect to such Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (other than during a Suspension Period with respect to a Shelf Registration Statement) without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a “Registration Default”), then Stater Bros. and the Guarantors hereby agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest (the “Additional Interest”) in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Additional Interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that Stater Bros. and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders made usable in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure case of all Registration Defaults(iv) above, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest payable with respect to the determination Transfer Restricted Securities as a result of the amount of any such additional interestclause (i), (ii), (iii) or (iv), as applicable, shall cease.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) the Exchange Offer Shelf Registration Statement is not completed orfiled with the SEC on or prior to the date specified herein for such filing, if required by (ii) the terms of the Registration Agreement, the Shelf applicable Registration Statement is not declared effective on or prior to May 7the date specified herein for such effectiveness after such obligation arises (the "Effectiveness Target Date"), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) if the Exchange Offer is completed or required to be consummated hereunder, the Shelf Company fails to consummate the Exchange Offer within 30 days of the date on which the Exchange Offer Registration Statement, if required thereby, Statement is declared effective by or (iv) the SEC or the Securities become freely tradable under the Securities Act. If the Shelf applicable Registration Statement has been is filed and declared effective during the period effectiveness is required by Section 2(e) and 3(a) but shall thereafter either ceases cease to be effective or usable without being succeeded immediately by an additional Registration Statement covering the Prospectus contained therein ceases Transfer Restricted Notes which has been filed and declared effective (each such event referred to be usable at any time during the Shelf Effectiveness Periodin clauses (i) through (iv), and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month perioda "Registration Default"), then the interest rate on the Registrable Securities Transfer Restricted Notes as to which such Registration Default relates will be increased by 1.00increase ("Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default in an amount equal to 0.50% per annum commencing of the principal amount of the Notes. The rate of Additional Interest will increase by an additional 0.50% per annum of the principal amount of the Notes for each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum amount of 1.50% of the principal amount of the Notes. Additional Interest shall be computed based on the 46th or 61st day in actual number of days elapsed during which any such 12-month period and ending on Registration Defaults exist. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such date Registration Default will cease. If the Company issues a notice that the Shelf Registration Statement has is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Notes will be increased by 0.50% per annum of the principal amount of the Notes for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.50% per annum of the principal amount of the Notes at the beginning of each subsequent 90-day period, up to a maximum amount of 1.50% of the principal amount of the Notes. Upon the Shelf Registration Statement once again been declared effective or becoming usable, the Prospectus again becomes usable; provided that, interest rate borne by the Notes will be reduced to the original interest rate if the Company is otherwise in no compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three Business Days after each and every date on which an event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%occurs in respect of which Additional Interest is required to be paid (an "Event Date"). All accrued additional interest Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Transfer Restricted Notes, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to Holders pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Notes entitled to receive the interest payment to be paid on such date as set forth in the same manner as interest payments on Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the Securities on semi-annual payment dates which correspond to interest payment dates for day following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of this Security In the event that (a) the Exchange Offer Registration Statement is entitled not filed with the SEC on or prior to the benefits of a Senior Note Registration Rights Agreement45th day after the Closing Date, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but the Exchange Offer Registration Statement has not defined herein have been declared effective on or prior to the meanings assigned 90th day (150th day if the Exchange Offer Registration Statement is subjected to them in a review by the Registration Agreement. As more fully set forth thereinSEC staff) after the Closing Date, the Registration Agreement provides that in the event that (c) the Exchange Offer is not completed orconsummated on or prior to the 120th day (180th day if the Exchange Offer Registration Statement is subjected to a review by the SEC staff) after the Closing Date, if or (d) the Co-Issuers are required by the terms of the Section 2.2 to file a Shelf Registration AgreementStatement, and the Shelf Registration Statement Statement, if required, is not declared effective on or prior to May 7the 150th day following a Shelf Triggering Event (each such event referred to in clauses (a) through (d) above, 2003a “Registration Default”), the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer is completed or shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to Registration Defaults will cease. If the determination Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the accrual of Additional Interest will cease and the interest rate borne by the Notes will be reduced to the original interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest would be required to be paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Additional Interest will be owed in respect of any Existing Securities.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 60 days of the Shelf Filing Date, (iii) the Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the interest rate on the Registrable Securities Company will be increased obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 1.00% per annum such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Exchange Offer is completed or the Shelf Registration Statementconsummated, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If (iii) the Shelf Registration Statement has been is declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveiv) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following Upon the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "TRANSFER RESTRICTED SECURITIES" means each Security or Private Exchange Security until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder of If (i) any Registration Statement required by this Security is entitled Agreement has not been filed with the Commission on or prior to the benefits date specified for such filling in this Agreement, (ii) any such Registration Statement has been filed but not declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within the period required by this Agreement after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement unless the Issuers have filed a Shelf Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during any period in which such Registration Statement is required to remain effectiveness or be usable pursuant to this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that is itself immediately declared effective and that cures such failure (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Issuers and the Guarantor hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities held by such Holder for the first 90 days from and including such specified date, and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter, until all Registration Defaults have been cured; provided that Additional Interest in the aggregate under this Section 5 may not exceed 1.00% per annum of the principal amount of such Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a Senior Note post-effective amendment to the Registration Rights AgreementStatement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, dated if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation such clause ("LCI"i), (ii), (iii), or (iv), as applicable, shall cease. All accrued Additional Interest shall be paid by the Issuers and the Initial Purchasers named therein Guarantor (or the "Registration Agreement"). Capitalized terms used in this paragraph (bIssuers and the Guarantor will cause the Paying Agent to make such payment on their behalf) but not defined herein have to the meanings assigned to them Holders entitled thereto, in the Registration Agreement. As manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth thereinin the Indenture, the Registration Agreement provides that in the event that Initial Notes and the Exchange Offer is not completed orNotes. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, if required by the terms all obligations of the Registration Agreement, Issuers and the Shelf Registration Statement is not declared effective on or Guarantor to pay Additional Interest with respect to securities that accrued prior to May 7the time that such securities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full, 2003, but the interest rate on the Registrable Securities borne by such securities will be increased by 1.00% per annum until reduced to the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective original interest rate borne by the SEC or Initial Notes at the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases time such securities cease to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the a Transfer Restricted Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security (a) In the event that (i) the Company has not filed the Exchange Offer Registration Statement or the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is entitled required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Registered Exchange Offer has not been consummated on or prior to the benefits of date for completion specified in Sections 2(a) and 2(c)(ii), or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared effective by the Commission under the Act but shall thereafter cease to be effective or usable (except as specifically permitted herein) without being succeeded immediately by an additional Registration Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a Senior Note "Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCIDefault"), then the Company shall pay additional interest ("Additional Interest") on the affected Securities or New Securities that will accrue and be payable semiannually on such Securities or New Securities (in addition to the Initial Purchasers named therein stated interest on such Securities or New Securities) from and including the date such Registration Default occurs to, but excluding, the date on which all Registration Defaults are cured (at which time the "Registration Agreement"interest rate will be reduced to its initial rate). Capitalized terms used in this paragraph (b) but During the time that Additional Interest is accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during which any such Registration Default continues; provided, however, the rate of Additional Interest shall not defined herein have the meanings assigned to them exceed 1.00% per annum in the aggregate regardless of the number of Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event Defaults and that the Company shall not be required to pay Additional Interest with respect to more than one Registration Default at a time. In addition, a Holder shall not be entitled to receive any Additional Interest on its Securities if such Holder was, at the time of the consummation of the Registered Exchange Offer is not completed orOffer, if required by eligible to participate therein but failed to tender such Securities for exchange in accordance with the terms of the Registered Exchange Offer. Additional Interest shall not accrue if the Company has filed the Exchange Offer Registration Agreement, Statement with the Commission on or before the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change in applicable law and the Company then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed pursuant to Section 3(b) and the Shelf Registration Statement is not declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared effective on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities ActAct pursuant to Section 3(b). If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness PeriodIf, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following after the cure of all Registration DefaultsDefaults then in effect, there is a subsequent Registration Default, the accrual rate of additional interest Additional Interest that shall cease. The Trustee initially be in effect upon the occurrence of such subsequent Registration Default shall have no responsibility with respect to be 0.25% per annum during the determination first 90-day period following the occurrence of such Registration Default, regardless of the amount rate of Additional Interest in effect at the time of any prior Registration Default at the time of the cure of any such additional interestprior Registration Default. All Additional Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and shall be payable on the same semiannual dates as other interest is payable on the Securities.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the 60th calendar day after the Issue Date, (ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 150th calendar day after the Issue Date, (iii) the Exchange Offer is not completed orconsummated on or prior to the 180th calendar day after the Issue Date, if required by the terms of the (iv) a Shelf Registration Agreement, Event shall have occurred and the Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 210th calendar day after the Registrable Securities will be increased by 1.00% per annum until Issue Date or (v) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required thereby, Statement is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and but thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodperiod specified herein (each such event referred to in (i) through (v), and a "Registration Default"), the interest rate borne by the Securities or Exchange Notes which are Registrable Securities shall be increased (the "Additional Interest") by one-quarter of one percent (0.25%) per annum for the first 90-day period immediately after the first such failure to remain effective Registration Default. The interest rate borne by such Registrable Securities shall increase by an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period, in each case, until all Registration Defaults have been cured (provided that in the event the Company has abandoned the Exchange Offer because of the circumstances described in Section 2(b)(i) or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveSection 2(b)(ii) in any 12-month periodhereof, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that effectiveness of the Shelf Registration Statement has again been declared effective or shall be deemed a cure of such Registration Defaults); provided, that the Prospectus again becomes usable; provided that, aggregate increase in such interest rate pursuant to this Section 2(e) will in no event will additional interest together with additional interest from the previous sentence, if any, exceed one percent (1.00%) per annum. All accrued additional interest Notwithstanding any of the above, it is understood that Additional Interest pursuant to a Registration Default under clause (v) above, as such clause (v) relates to an Exchange Offer Registration Statement, shall only be paid payable to Holders in a Participating Broker-Dealer that holds Registrable Securities subject to a prospectus delivery requirement; provided, that such a Registration Default may only be deemed to be occurring during the same manner as interest payments on period following the Securities on semi150th day after the Issue Date until, subject to an extension of the relevant 180-annual payment dates which correspond day period pursuant to interest payment dates for the Securitieslast sentence of Section 3 hereof, 180 days after the consummation of the Exchange Offer. Following the cure of all Registration Defaults, the accrual of additional interest shall ceaserate borne by such Registrable Securities will be reduced to the original interest rate. The Company shall notify the Trustee within three Business Days after each and every date on which a Registration Default occurs. Additional Interest shall have no responsibility be paid by depositing with respect the Trustee, in trust, for the benefit of the Holders on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the determination of record Holder entitled to receive the amount of any interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Registration Default.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities) on or before the date specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective on by the SEC or prior to May 7the date specified herein for such effectiveness (the "Effectiveness Target Date"), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities) as to which the Registration Default exists shall be increased (the "Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (x) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an "Event Date"). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities) on or before the 46th or 61st day applicable semiannual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Issuers and the Initial Purchasers named therein (Purchaser agree that the "Registration Agreement")Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that Issuers agree to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in the event that the Exchange Offer is not completed or, if required by accordance with the terms of the Registration AgreementExchange Offer on or prior to the 360th day after the Issue Date, (B) notwithstanding clause (A), the Issuer are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7the 360th day after the Issue Date or (C) if applicable, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the a Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 day period commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the Issue Date if such Shelf Effectiveness PeriodRegistration Statement is not declared effective in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, and provided that the rate at which such failure Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer); provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement which had not been declared effective (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutivein the case of (C) in any 12-month periodof this Section 4), then the interest rate Additional Interest on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in respect of which such 12-month period and ending on events relate as a result of such date that the Shelf Registration Statement has again been declared effective clause (or the Prospectus again becomes usable; provided thatrelevant subclause thereof), in no event will additional interest together with additional interest from as the previous sentencecase may be, if any, exceed 1.00%. All accrued additional interest shall be paid cease to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestaccrue.

Additional Interest. The Holder of If (a) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note Registration Rights Agreementapplicable Filing Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but any such Registration Statement has not defined herein have been declared effective by the meanings assigned Commission on or prior to them in the Registration Agreement. As more fully set forth thereinapplicable Effectiveness Deadline, the Registration Agreement provides that in the event that (c) the Exchange Offer has not been Consummated on or prior to 30 Business Days of the Effectiveness Deadline or (d) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not Statement) to again be declared effective or made usable (each such event referred to in clauses (a) through (d), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on or prior to May 7, 2003, the date of such cure and the interest rate on the Registrable such Transfer Restricted Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases revert to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on such Transfer Restricted Securities prior to the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf applicable Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Default. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. A Holder of Notes or Exchange Notes who is not entitled to the determination benefits of the amount of any a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such additional interestShelf Registration Statement.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note the Registration Rights Agreement. Subject to compliance by the Holder with Sections 2(e) and 3(b)(iv) of the Registration Rights Agreement, dated as of November 8if (i) on or prior to the 90th day following the Issue Date (or, 2002if such 90th day is not a Business Day, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"next succeeding Business Day), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement is not declared effective has been filed with the SEC, (ii) on or prior to May 7the 180th day following the Issue Date (or, 2003if such 180th day is not a Business Day, the interest rate on the Registrable Securities will be increased by 1.00% per annum until next succeeding Business Day), neither the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If Statement nor the Shelf Registration Statement has been declared effective, (iii) on or prior to the 30th Business Day after the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer has not been consummated, (iv) the Company is otherwise required to file a Shelf Registration Statement and the Shelf Registration Statement is not filed within 90 days after the date on which a request has been made or the Company is otherwise required to so file the Shelf Registration Statement in accordance with the terms of the Registration Rights Agreement or such Shelf Registration Statement has not been declared effective and thereafter within 180 days after the date on which such a request has been made or the Company is otherwise required to so file the Shelf Registration Statement in accordance with the terms of the Registration Rights Agreement the time period provided for in the Registration Rights Agreement, or (v) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such registration statement ceases to be effective or usable (subject to exceptions set forth in the Prospectus contained therein ceases to be usable at any time Registration Rights Agreement) in connection with resales of Securities or Exchange Securities in connection with and during the Shelf Effectiveness Periodperiods specified in the Registration Rights Agreement (each such event referred to in clauses (i) through (v) a "Registration Default"), and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days then, as liquidated damages, additional interest (whether or not consecutivethe "Additional Interest") in any 12-month period, then the interest rate will accrue on the Registrable Securities and the Exchange Securities (in addition to the stated interest on the Securities and the Exchange Securities) from and including the date on which any such Registration Default shall occur but excluding the date on which all Registration Defaults have been cured. Additional Interest will be increased by 1.00accrue at an initial rate of 0.25% per annum commencing on during the 46th or 61st 90-day in period immediately following the occurrence of such 12registration default and will increase by 0.25% per annum at the end of each subsequent 90-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thatday period, but in no event will additional interest together with additional interest from the previous sentencesuch rate exceed 0.75% per annum. Except as expressly provided in this paragraph 3, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner treated as interest payments and any date on which Additional Interest is due and payable shall be treated as an Interest Payment Date, for all purposes under this Security and the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestIndenture.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective filed with the Commission on or prior to May 7forty-five (45) days after the Closing Date, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is not declared effective within 180 days after the Filing Date (or in the case of a Shelf Registration, after the day the filing is required by Section 2 (a)), (iii) the SEC Registered Exchange Offer is not consummated on or prior to 40 days after the Securities become freely tradable under Exchange Offer Registration Statement is declared effective, (iv) if the Securities Act. If Company is required to file the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or in accordance with Section 2, the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or Company does not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that so file the Shelf Registration Statement has on or prior to the 30th day after the Company's obligation to file such Shelf Registration Statement arises, or (v) the applicable Registration Statement is filed and declared effective but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (v), a "Registration Default"), the Company shall be obligated to pay additional interest ("Additional Interest") to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional rate of 1.00% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Securities, (iii) the Shelf Registration Statement is declared effective or (iv) the Prospectus Shelf Registration Statement again becomes usable; provided thateffective (or is superseded by another effective Shelf Registration Statement), in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) (A) neither the Exchange Offer ------------------- Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the 150th calendar day following the Time of Purchase or (B) notwithstanding that the Issuer and the Guarantor have consummated or will consummate an Exchange Offer, the Issuer and the Guarantor are required to file a Shelf Registration Statement and such Shelf Registration Statement is not completed or, if filed on or prior to the date required by Section 2(b) hereof, (ii) (A) neither the terms of Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the Registration AgreementSEC on or prior to the 30th calendar day following the applicable required filing date or (B) notwithstanding that the Issuer and the Guarantor have consummated or will consummate an Exchange Offer, the Issuer and the Guarantor are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the 30th calendar day after the date such Shelf Registration Statement was required to be filed, 2003or (iii) the Issuer has not exchanged the Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 40th calendar day after the Exchange Offer Registration Statement was declared effective, then, in each case, the interest rate on borne by the Registrable Securities will shall be increased (the "Additional Interest") by 1.000.25% per annum until ------------------- (1) commencing on the day after either required filing until, but excluding, the date the Exchange Offer is completed Registration Statement or the such Shelf Registration StatementStatement is filed in the case of clause (i) above, if (2) commencing on the 31st calendar day following the applicable required therebyfiling date until, but excluding, the date the Exchange Offer Registration Statement or such Shelf Registration Statement is declared effective by the SEC in the case of clause (ii) above and (3) commencing on the 41st calendar day following the date the Exchange Offer Registration Statement was declared effective until, but excluding, the exchange of Exchange Securities for all Securities tendered in the case of clause (iii) above; provided, however, that the aggregate maximum increase in such interest rate pursuant to this Section 2(e) will in no event exceed 0.25% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement in the case of clause (i) above, (x) the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement in the case of clause (ii) above, (y) the exchange of Exchange Securities become freely tradable for all Securities tendered in the case of clause (iii) above or (z) the expiration of two years (or such shorter period as may hereafter be provided in Rule 144(k) under the Securities ActAct (or similar successor rule)) commencing at the Time of Purchase, Additional Interest on the Securities as a result of such clause (or relevant subclause thereof, as the case may be) from the date of such filing, effectiveness, exchange or expiration, as the case may be, shall cease to accrue. If In the event that a Shelf Registration Statement has been declared effective and thereafter either subsequently ceases to be effective or prior to the Prospectus contained therein ceases end of the Effectiveness Period therefor (subject to be usable at any time during extension pursuant to the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month periodlast sentence of Section 3 hereof), then the interest rate on borne by the Registrable Securities will shall be increased by 1.000.25% per annum commencing on the 46th day such Shelf Registration Statement ceases to be effective. Upon the effectiveness of a Shelf Registration Statement that had ceased to remain effective, Additional Interest on the Securities shall cease to accrue unless and until such interest rate is increased as described in this paragraph. The Issuer and the Guarantor shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional ---------- Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or 61st day before the applicable semi- annual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Subordinated Indenture on each Interest Payment Date as more fully set forth in the Subordinated Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by filed with the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective Commission on or prior to May 7the date specified for such filing in this Agreement, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf (ii) any of such Registration Statement, if required thereby, is Statements has not been declared effective by the SEC Commission on or prior to the Securities become freely tradable under date specified for such effectiveness in this Agreement (the Securities Act. If "Effectiveness Target Date"), (iii) the Shelf ------------------------- Exchange Offer has not been Consummated within 150 days after the Closing Date with respect to the Exchange Offer Registration Statement has been or (iv) any Registration Statement required by this Agreement is filed and declared effective and but shall thereafter either ceases cease to be effective prior to the end of the required period or the Prospectus contained therein ceases fail to be usable at any time during the Shelf Effectiveness Period, and for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been is itself immediately declared effective or (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Prospectus again becomes usable; provided thatCompany and the Subsidiary Guarantors hereby -------------------- jointly and severally agree to pay additional interest ("Additional Interest") ------------------- to each Holder of Transfer Restricted Securities with respect to the first 90- day period immediately following the occurrence of such Registration Default, in no event will an amount equal to 0.25%. The amount of the Additional Interest payable to each Holder shall increase by an additional interest together 0.25% with additional interest from the previous sentencerespect to each subsequent 90- day period until all Registration Defaults have been cured, if any, exceed 1.00up to a maximum amount of Additional Interest of 2.0%. All accrued additional interest Additional Interest shall be paid to Record Holders by the Company by wire transfer of immediately available funds or by federal funds check on each Interest Payment Date, as provided in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the SecuritiesIndenture. Following the cure of all Registration DefaultsDefaults relating to any particular Transfer Restricted Securities, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to the determination such Transfer Restricted Securities will cease. Without limitation of the amount foregoing, the Additional Interest payable with respect to Transfer Restricted Securities as a result of a Registration Default shall cease to accrue (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement) in the case of (ii) above, (3) upon Consummation of the Exchange Offer in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement that causes the Exchange Offer Registration Statement (or, if applicable, the Shelf Registration Statement) to again be declared effective in the case of (iv) above, as the case may be. All obligations of the Company and the Subsidiary Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such additional interestsecurity ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.

Additional Interest. (a) The Holder parties hereto agree that the holders of this Security is entitled Transfer Restricted Notes will suffer damages if the Issuer fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations pursuant to Section 2 or Section 3, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein (the "Registration Agreement")extent of such damages. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in the event that (i) the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf applicable Registration Statement is not declared effective filed with the SEC on or prior to May 7the date specified herein for such filing, 2003, (ii) the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf applicable Registration Statement, if required thereby, is Statement has not been declared effective by the SEC on or prior to the Securities become freely tradable under date specified herein for such effectiveness after such obligation arises, (iii) if the Securities Act. If Exchange Offer is required to be Consummated hereunder, the Shelf Issuer has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offer by the Consummation Date or (iv) the applicable Registration Statement has been is filed and declared effective and but shall thereafter either ceases cease to be effective or usable in connection with the Prospectus contained therein ceases Exchange Offer or resales of Transfer Restricted Notes during a period in which it is required to be usable at effective hereunder without being succeeded immediately by any time during additional Registration Statement covering the Shelf Effectiveness PeriodNotes, the Exchange Notes or the Private Exchange Notes, as the case may be, which has been filed and declared effective (each such failure event referred to remain effective or usable exists for more than 45 consecutive days or more than 60 days in clauses (whether or not consecutivei) in any 12-month periodthrough (iv), a "Registration Default"), then the interest rate on Transfer Restricted Notes will increase ("Additional Interest"), with respect to the Registrable Securities will be increased first 90-day period immediately following the occurrence of such Registration Default, by 1.000.5% per annum commencing on the 46th or 61st and will increase by an additional 0.5% per annum with respect to each subsequent 90-day in period until such 12-month period and ending on such date that the Shelf Registration Statement Default has again been declared effective or the Prospectus again becomes usable; provided thatcured, in no event will additional interest together up to a maximum amount of 2.0% per annum with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid respect to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiesall Registration Defaults. Following the cure of all a Registration DefaultsDefault, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to such Registration Default will cease and upon the determination cure of all Registration Defaults the amount of any such additional interestinterest rate will revert to the original rate.

Additional Interest. The Holder of this Security In the event that (a) the Exchange Offer Registration Statement is entitled not filed with the SEC on or prior to the benefits of a Senior Note Registration Rights Agreement30th day after the Closing Date, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but the Exchange Offer Registration Statement has not defined herein have been declared effective on or prior to the meanings assigned 90th day (150th day if the Exchange Offer Registration Statement is subjected to them in a review by the Registration Agreement. As more fully set forth thereinSEC staff after the Closing Date, the Registration Agreement provides that in the event that (c) the Exchange Offer is not completed orconsummated on or prior to the 120th day (180th day if the Exchange Offer Registration Statement is subjected to a review by the SEC staff) after the Closing Date, if or (d) the Co-Issuers are required by the terms of the Section 2.2 to file a Shelf Registration AgreementStatement, and the Shelf Registration Statement Statement, if required, is not declared effective on or prior to May 7the 150th day following a Shelf Triggering Event (each such event referred to in clauses (a) through (d) above, 2003a “Registration Default”), the interest rate on borne by the Registrable Securities will shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum in each case until the earlier of the date all Registration Defaults are cured, at which time the accrual of Additional Interest will cease and the interest rate will revert to the original rate. Notwithstanding the foregoing, a Holder of Registrable Securities who participated or could have participated in a consummated Exchange Offer is completed or shall not, subsequent to the consummation of such Exchange Offer in accordance with the terms of this Agreement, be entitled to Additional Interest with respect to any failure with respect to a Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to Registration Defaults will cease. If the determination Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 45 days in the aggregate (other than as part of a permitted Shelf Suspension Period), then the interest rate borne by the Securities will be increased by 0.25% per annum of the principal amount of the Securities for the first 90-day period (or portion thereof) beginning on the 45th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period (other than as part of a permitted Shelf Suspension Period), which rate shall be increased by an additional 0.25% per annum of the principal amount of the Securities at the beginning of each subsequent 90-day period, provided that the maximum aggregate increase in the interest rate will in no event exceed 1.00% per annum. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable, the accrual of Additional Interest will cease and the interest rate borne by the Notes will be reduced to the original interest rate if the Co-Issuers are otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. Additional Interest shall not accrue or be payable for more than one outstanding Registration Default pursuant to the two preceding paragraphs at any given time. The Co-Issuers shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest would be required to be paid, notwithstanding the application of the immediately preceding sentence (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such additional interestdate as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no Additional Interest will be owed in respect of any Existing Securities.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 2 days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of a Senior Note filing such post-effective amendment to such Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc.Statement (each such event referred to in clauses (i) through (iv), a Delaware corporation ("LCIRegistration Default"), and then the Initial Purchasers named therein (Authority hereby agrees to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to 25 basis points per 90-day period of the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have principal amount of Transfer Restricted Securities held by such Holder for the meanings assigned to them in 90-day period or portion thereof that the Registration AgreementDefault continues for the first 90-day period immediately following the occurrence of such Registration Default. As The amount of the additional interest shall increase by an additional 25 basis points with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of 1% per annum of the principal amount of Transfer Restricted Securities; provided that the Authority shall in no event be required to pay additional interest for more fully than one Registration Default at any given time. Notwithstanding anything to the contrary set forth thereinherein, the Registration Agreement provides that in the event that (1) upon filing of the Exchange Offer is not completed orRegistration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Senior Notes Indenture and the Senior Notes, on each Interest Payment Date, as more fully set forth in the Senior Notes Indenture and the Senior Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Authority to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of If (a) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (b) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among (c) the Company, Dex Media East Finance, LCI International, Inc.Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by an additional Registration Statement which becomes effective (each such event referred to in clauses (a) through (d), a Delaware corporation ("LCIREGISTRATION DEFAULT"), then the Company and the Initial Purchasers named therein (Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the "first 90-day period immediately following the occurrence of such Registration Agreement")Default. Capitalized terms used The amount of the additional interest shall increase by an additional $.05 per week per $1,000 in this paragraph (b) but not defined herein principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the meanings assigned Company and the Guarantors shall in no event be required to them in pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the Registration Agreement. As more fully contrary set forth thereinherein, the Registration Agreement provides that in the event that (i) upon filing of the Exchange Offer is not completed orRegistration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (a) above, (ii) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer, in the case of (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes made usable; provided that, in no event will the case of (d) above, the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (a), if any(b), exceed 1.00%(c) or (d), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder holder of this Security is entitled to the benefits of a Senior Note an Exchange and Registration Rights Agreement, dated as of November 8May 30, 2002, 2003 among the Company, Dex Media East FinancePliant Corporation International, LCI InternationalPliant Film Products of Mexico, Inc., a Delaware corporation Pliant Solutions Corporation, Pliant Packaging of Canada, LLC, Uniplast Holdings Inc., Uniplast U.S., Inc., Turex, Inc., Xxxxxxx Industries, Inc. and Uniplast Midwest, Inc. (the "LCINote Guarantors"), ) and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by Subject to the terms of the Registration Agreement, if (i) the Shelf Registration Statement or Exchange Offer Registration Statement, as applicable under the Registration Agreement, is not filed with the Commission on or prior to the date specified in the Registration Agreement, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective on or prior to May 7the date specified in the Registration Agreement, 2003(iii) the Registered Exchange Offer is not consummated on or prior to 190 days after the Issue Date (other than in the event the Company files a Shelf Registration Statement), or (iv) the Shelf Registration Statement is filed and declared effective on or prior to the date specified in the Registration Agreement but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the interest rate on Company shall pay liquidated damages to each holder of Transfer Restricted Securities, during the Registrable Securities will be increased by 1.00period of such Registration Default, in an amount equal to 1.0% per annum on the principal amount of the Securities constituting Transfer Restricted Securities held by such Holder until the applicable Registration Statement is filed or declared effective, the Registered Exchange Offer is completed consummated or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.an

Additional Interest. The Holder (a) If (i) any of the Registration Statements required by this Security is entitled Agreement are not filed with the Commission on or prior to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"date specified for such filing in Sections 3(a) and 4(a), as applicable, (ii) any of such required Registration Statements have not been declared effective by the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and the Initial Purchasers named therein 4(a), as applicable, (the "Registration Agreement"each, an “Effectiveness Target Date”). Capitalized terms used in this paragraph , (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is has not completed orbeen Consummated within 30 business days, or longer, if required by federal securities laws, after the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective on or prior Effectiveness Target Date with respect to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter either ceases cease to be effective or the Prospectus contained therein ceases fail to be usable at any in connection with resales of Transfer Restricted Securities without being succeeded within two (2) business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (except as permitted in paragraph (b); such period of time during the Shelf Effectiveness Period, and which any such failure to remain Registration Statement is not effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the related Prospectus again becomes usable; provided thatis not usable being referred to as a “Blackout Period”) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company and Parent Guarantor, jointly and severally, agree to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities adversely affected by such Registration Default, in no event will an amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder with respect to the first 90-day period immediately following the occurrence of such Registration Default. The amount of Additional Interest shall increase by an additional interest together $.05 per week per $1,000 principal amount of Transfer Restricted Securities with additional interest from the previous sentencerespect to each subsequent 90-day period (or portion thereof) until all Registration Defaults have been cured, if any, exceed 1.00%up to a maximum amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest Additional Interest shall be paid to Record Holders by the Company and Parent Guarantor in the same manner as interest payments on is paid under the Securities on semi-annual payment dates which correspond to interest payment dates for the SecuritiesNotes. Following the cure of all Registration DefaultsDefaults relating to any particular Transfer Restricted Securities, the accrual of additional interest shall cease. The Trustee shall have no responsibility Additional Interest with respect to the determination of the amount of any such additional interestTransfer Restricted Securities will cease.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities, dated as of November 8if issued) on or before the date specified herein for such filing, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (2) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the 46th or 61st day applicable semiannual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities, dated as of November 8if issued) on or before the date specified herein for such filing, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25 % per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (2) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the 46th or 61st day applicable semi-annual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to the benefits of a Senior Note Registration Rights Agreementfulfill their obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 60 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 120 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7150 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate on the Registrable Securities will be increased by 1.00% an additional $0.05 per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the week per $1,000 principal amount of Transfer Restricted Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases for each 90 day period that any additional interest described in this Section 3 continues to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date accrue; provided that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will rate for additional interest together with additional interest from the previous sentence, if any, will not exceed 1.00%$0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest shall will be paid to Holders each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates which that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means each Security or Private Exchange Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein a) If (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Statement or a replacement Shelf Registration Statement required to be filed pursuant to Section 2(i), as the case may be, is not filed with the Commission on or prior to the Filing Deadline, (ii) the replacement Shelf Registration Statement filed pursuant to Section 2(i) is not declared effective on or prior to May 7120 days after the Filing Deadline, 2003or an Automatic Shelf Registration Statement is not designated as a Shelf Registration Statement able to be used for the offer and sale of the Transfer Restricted Securities on or prior to 120 days after the Filing Deadline, (iii) the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Registered Exchange Offer is completed or not consummated within 120 days after the Filing Deadline, (iv) the Company is required to file a Shelf Registration StatementStatement in accordance with Section 2, if required thereby, is declared effective by but the SEC or the Securities become freely tradable under the Securities Act. If Company does not so file the Shelf Registration Statement has or designate an Automatic Shelf Registration Statement to be used for the offer and sale of the Transfer Restricted Securities and a prospectus supplement covering the offer and sale of the Transfer Restricted Securities is not filed with respect to an Automatic Shelf Registration Statement so designated on or prior to the 30th day after the Company’s obligation to file such Shelf Registration Statement arises, (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective, provided that such 30-day period shall toll during a Suspension Period or during any Shelf Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 90 days during any 365-day period (each such event referred to in clauses (i) through (vi), a “Registration Default”), the Company shall be obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and thereafter either ceases the Registered Exchange Offer is consummated with respect to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodall properly tendered Securities, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveiii) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been is declared effective or (iv) the Prospectus Shelf Registration Statement again becomes usable; provided thateffective (or is superseded by another effective Shelf Registration Statement), in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall Additional Interest will cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.

Additional Interest. The Holder of this Security is entitled If (i) the Issuer fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement with respect to the benefits of a Senior Note Registration Rights AgreementRegistrable Securities (other than the Private Exchange Securities, dated as of November 8if issued) on or before the date specified herein for such filing, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the “Effectiveness Target Date”), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Issuer fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a “Registration Default”), then the interest rate borne by the Registrable Securities (other than the Private Exchange Securities, if issued, as to which no additional amounts shall be payable under this Section 2(e)) as to which the Registration Default exists shall be increased (the “Additional Interest”), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (1) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (2) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (3) the issuance of Exchange Securities in exchange for all Securities (other than the Private Exchange Securities, if issued) properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence), or (4) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Issuer shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an “Event Date”). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities (other than Private Exchange Securities, if issued) on or before the 46th or 61st day applicable semi-annual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any such Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of filing such post-effective amendment to such Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Senior Indenture on each Interest Payment Date as more fully set forth in the Senior Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 60 days of the Shelf Filing Date, (iii) the Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 60 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the interest rate on the Registrable Securities Company will be increased obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $ 0.192 per week per $1,000 principal amount of Transfer Restricted Securities held by 1.00% per annum such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Exchange Offer is completed or the Shelf Registration Statementconsummated, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If (iii) the Shelf Registration Statement has been is declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutiveiv) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%case may be. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following Upon the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "TRANSFER RESTRICTED SECURITIES" means each Security or Private Exchange Security until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Exchange Offer, (ii) the date on which such Security or Private Exchange Security has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) the date on which such Security or Private Exchange Security is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder of this Security is entitled If (i) the Company fails to file an Exchange Offer Registration Statement or the benefits of a Senior Note Shelf Registration Rights AgreementStatement on or before the date specified herein for such filing, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (bii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to May 7the date specified herein for such effectiveness (the "Effectiveness Target Date"), 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until (iii) the Exchange Offer is completed required to be consummated hereunder and the Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), then the interest rate borne by the Registrable Securities as to which such Registration Default relates shall be increased (the "Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, if as the case may be, required therebyhereunder (in the case of clause (i) of the preceding sentence), is declared effective by (x) the SEC effectiveness of the Exchange Offer Registration Statement or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement has been declared effective and thereafter either ceases or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective or (in the Prospectus contained therein ceases case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be usable at any time during the Shelf Effectiveness Period, payable) and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will shall revert to the original rate if no other Registration Default has occurred and is continuing. The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be increased paid (an "Event Date"). Additional Interest shall be paid by 1.00% per annum commencing depositing with the Trustee, in trust, for the benefit of the Holders of Securities or of Private Exchange Securities, as the case may be, on or before the 46th or 61st day applicable semiannual interest payment date, immediately available funds in such 12-month period and ending sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date that as set forth in the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%Indenture. All accrued additional interest Each obligation to pay Additional Interest shall be paid deemed to Holders in accrue from and including the same manner as interest payments on day following the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestapplicable Event Date.

Additional Interest. The Holder of this Security is entitled to ------------------- the benefits of a Senior Note Registration Rights Agreement, dated as of November 8August 28, 20022001, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Sub Co-Issuer and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, If (i) the Exchange Offer Registration Statement under the Registration Agreement provides that in is not filed with the event that Commission on or prior to 90 days after the closing date of the Acquisition, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 180 days after the closing date of the Acquisition or 180 days after delivery of the notice and opinion of counsel pursuant to Section 2(b)(iii) of the Registration Agreement or (iii) the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the Shelf Registration Statement is not declared effective consummated on or prior to May 7, 2003210 days after the closing date of the Acquisition, the annual interest rate on the Registrable Securities borne by this Security will be increased by 1.001.0% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required therebyby the Registration Agreement, is declared effective by the SEC Commission or the Securities become freely tradable tradeable under the Securities Act. If Notwithstanding the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodforegoing, and such failure to remain effective or usable exists Holders who exchange Securities for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable freely tradeable Securities will not be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thatentitled to additional interest, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders as set forth more fully in the same manner Registration Agreement. Certain Holders who could have exchanged Securities in the Exchange Offer for freely transferable Securities but did not do so may not be entitled to additional interest, as interest payments on set forth more fully in the Securities on semi-annual payment dates which correspond to interest payment dates for the SecuritiesRegistration Agreement. Following the cure of all Registration Defaults, the accrual of additional annual interest rate borne by the Securities shall cease. The Trustee shall have no responsibility with respect return to the determination rate before the Registration Default. For purposes of the amount foregoing, "Transfer Restricted Securities" means (i) each Initial Security until the date on which such Initial Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Initial Security until the date on which such Initial Security has been effectively registered under the Securities Act and disposed of any in accordance with a Shelf Registration Statement or (iii) each Initial Security until the date on which such additional interestInitial Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, if required by (ii) the terms of Exchange Offer Registration Statement is not declared effective within 150 days after the Registration Agreement, Issue Date or the Shelf Registration Statement is not declared effective within 150 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 150 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the interest rate on the Registrable Securities Company will be increased by 1.00obligated to pay additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder during the first 90-day period following such registration default, increasing by an additional 0.25% per annum during each subsequent 90-day period up to a maximum of 0.75% per annum, until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is declared effective by effective, (iii) the SEC Registered Exchange Offer is consummated, or the Securities become freely tradable under the Securities Act. If (iv) the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee shall have no responsibility As used herein, the term "Transfer Restricted Securities" means (i) each Security until the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) each Security or Private Exchange Security until the date on which it is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder of this Security is entitled Subject to the benefits Suspension Rights referred to in Section 6(c)(i) below, if (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline with respect to the Exchange Offer Registration Statement, or (iv) any Registration Statement required by this Agreement is filed and declared effective (or becomes automatically effective) but shall thereafter cease to be effective or fails to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder affected thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum per principal amount of Transfer Restricted Securities outstanding, thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the Additional Interest shall increase by an additional 0.25% per annum per principal amount of Transfer Restricted Securities outstanding, with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest of 1.00% per annum per principal amount of Transfer Restricted Securities outstanding; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii) above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a Senior Note post-effective amendment to the Registration Rights AgreementStatement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, dated if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (iv) above, the Additional Interest payable with respect to the Transfer Restricted Securities as a result of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation such clause ("LCI"i), (ii), (iii), or (iv), as applicable, shall automatically cease. All accrued Additional Interest shall be paid by the Company and the Initial Purchasers named therein Guarantors (or the "Registration Agreement"). Capitalized terms used in this paragraph (bCompany and the Guarantors will cause the Paying Agent to make such payment on their behalf) but not defined herein have to the meanings assigned to them Holders entitled thereto, in the Registration Agreement. As manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth thereinin the Indenture, the Registration Agreement provides that in the event that Initial Securities and the Exchange Offer is not completed orSecurities. Notwithstanding the fact that any securities for which Additional Interest are due cease to be Transfer Restricted Securities, if required by the terms all obligations of the Registration Agreement, Company and the Shelf Registration Statement is not declared effective on or prior Guarantors to May 7, 2003, the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility pay Additional Interest with respect to securities that accrued prior to the determination of the amount of any time that such additional interestsecurities ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder (a) Notwithstanding any postponement of this Security is entitled the effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among 90th day following the Company, Dex Media East Finance, LCI International, Inc.Issue Date, a Delaware corporation Shelf Registration Statement has not been filed with the Commission, ("LCI")ii) on or prior to the 180th day following the Issue Date, and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, the such initial Shelf Registration Statement is not declared effective on or prior to May 7by the Commission, 2003, (iii) after the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the effectiveness date of any Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the (x) such Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or usable for the offer and sale of Registrable Securities (other than due to a Suspension Period or without a replacement Shelf Registration Statement being effective), and the Company and the Guarantors fail to file (and have declared effective), within five Business Days, a post-effective amendment to such Shelf Registration Statement or amendment or supplement to the Prospectus contained therein ceases or such other document with the Commission to be usable at any time during the make such Shelf Effectiveness Period, and such failure to remain Registration Statement effective or usable exists for more than such Prospectus usable, or (y) the Suspension Periods exceed 45 consecutive days or more than 60 days (or 60, if applicable), whether or not consecutive) , in any 90-day period, or more than 120 days, whether or not consecutive, during any 12-month periodperiod during the Effectiveness Period, or (iv) the Company and the Guarantors shall have failed to timely comply with any of their obligations set forth in Section 3(a)(ii) hereof (each, a "Registration Default"), then the additional interest rate ("Additional Interest") will accrue on the Registrable Securities will be increased by 1.00% per annum commencing Securities, from and including the calendar day following such Registration Default to but excluding the earlier of (1) the calendar day on which all Registration Defaults have been cured and (2) the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or is no longer required to be kept effective. The amount of Additional Interest will accrue at a rate equal to one-quarter of one percent (0.25%) of the Prospectus again becomes usable; provided that, in no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates Applicable Amount per annum for the Securities. Following the cure first 90 calendar day period and will increase by an additional rate per annum equal to an additional one-quarter of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interest.one percent

Additional Interest. (a) The Holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Company and the Initial Purchasers named therein (Purchaser agree that the "Registration Agreement")Holders will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth thereinAccordingly, the Registration Agreement provides that in Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the event that Notes (“Additional Interest”) if (A) the Exchange Offer is Registration Statement has not completed orbeen declared effective on or prior to the 365th day after the Issue Date, if required by (B) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date for the Exchange Offer Registration AgreementStatement, (C) the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to May 7, 2003, the interest rate on 90th day after the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the date such Shelf Registration Statement filing was requested or required or (D) if applicable, a Shelf Registration has been declared effective and thereafter either such Shelf Registration ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more Period (other than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then because of the interest rate sale of all of the Securities registered thereunder). Any Additional Interest shall accrue on the Registrable Securities principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such Additional Interest continues to accrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum annum) (such Additional Interest to be calculated by the Company) commencing on (w) the 46th or 61st 366th day after the Issue Date, in the case of (A) above, (x) the 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement, in the case of (B) above, (y) the 366th day after the date such 12-month period and ending on such date that the Shelf Registration Statement has again been declared filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (D) above; provided, however, that upon the effectiveness of the applicable Exchange Offer Registration Statement (in the case of (A) of this Section 4), upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (B) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (D) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the Prospectus again becomes usable; provided thatrelevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, (i) the Company shall not be obligated to pay Additional Interest in respect of an event described in Section 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof, and (ii) no event will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest Additional Interest shall be paid to Holders in the same manner as interest payments accrue on the Securities on semi-annual payment dates which correspond to interest payment dates for Notes following the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination second anniversary of the amount of any such additional interestIssue Date.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 5 days of a Senior Note filing such post-effective amendment to such Registration Rights Agreement, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc.Statement (each such event referred to in clauses (i) through (iv), a Delaware corporation ("LCIRegistration Default"), then the Company and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in this paragraph (b) but not defined herein have the meanings assigned an amount equal to them $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration AgreementDefault continues for the first 90-day period immediately following the occurrence of such Registration Default. As The amount of additional interest shall increase by an additional $.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more fully than one Registration Default at any given time. Notwithstanding anything to the contrary set forth thereinherein, (1) upon the Registration Agreement provides that in the event that filing of the Exchange Offer is not completed orRegistration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until effectiveness of the Exchange Offer is completed or Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. (a) The Holder parties hereto agree that the Holders of this Security is entitled Transfer Restricted Securities will suffer damages if the Company fails to the benefits of a Senior Note Registration Rights Agreementfulfill its obligations under Section 1 or Section 2, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI")applicable, and that it would not be feasible to ascertain the Initial Purchasers named therein extent of such damages. Accordingly, if (the "Registration Agreement"). Capitalized terms used in this paragraph (bi) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer Registration Statement is not completed orfiled with the Commission on or prior to September 30, if required by 2003 or the terms of Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Agreement, Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to May 7180 days after the Issue Date, 2003or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company is obligated to maintain the effectiveness thereof) without being succeeded within 60 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the interest rate on the Registrable Securities Company will be increased obligated to pay additional cash interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted Securities held by such Holder during the first 90-day period following such Registration Default, increasing by an additional 0.25% per annum during each subsequent 90-day period up to a maximum of 1.00% per annum annum, until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer is completed Registration Statement or the Shelf Registration Statement, if required therebyas the case may be, is declared effective by effective, (iii) the SEC Registered Exchange Offer is consummated, or the Securities become freely tradable under the Securities Act. If (iv) the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable; provided thateffective, in no event will additional interest together with additional interest from as the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates for the Securitiescase may be. Following the cure of all Registration Defaults, the accrual of additional interest shall will cease. The Trustee Notwithstanding any other provisions hereof, the Company shall have in no responsibility event be required to pay additional interest hereunder for more than one Registration Default at any given time. As used herein, the term “Transfer Restricted Securities” means (i) each Security until the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) each Security or Private Exchange Security until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with respect the Shelf Registration Statement or (iii) each Security or Private Exchange Security until the date on which it is distributed to the determination public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the amount representations set forth in the second to last paragraph of any such additional interestSection 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

Additional Interest. The Holder holder of this Security is entitled to the benefits of a Senior Note Registration Rights Agreement, dated as of November 8May 19, 20022000, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), Company and the Initial Purchasers named therein (the "Registration Rights Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Rights Agreement. As more fully set forth therein, the Registration Agreement provides that in In the event that (i) neither the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Statement nor the Shelf Registration Statement is has been filed with the Commission on or prior to the 90th day following the date of the original issuance of the Securities, (ii) the Exchange Offer Registration Statement has not been declared effective on or prior to May 7the 150th day following the date of the original issuance of the Securities, 2003, (iii) neither the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Registered Exchange Offer is completed or the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If has been consummated nor the Shelf Registration Statement has been declared effective and on or prior to the 180th day following the date of the original issuance of the Securities, or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter either ceases to be effective or usable (subject to certain exceptions) in connection with resales of the Prospectus contained therein ceases to be usable Securities at any time during that the Shelf Effectiveness PeriodCompany is obligated to maintain the effectiveness thereof pursuant to the Registration Rights Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a "Registration Default"), and such failure interest (the "Additional Interest") shall accrue (in addition to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the stated interest rate on the Registrable Securities will be increased Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.50% of the principal amount of the Securities; provided, however, that such rate per annum shall increase by 1.000.25% per annum commencing on from and including the 46th or 61st 91st day in after the first such 12-month period Registration Default (and ending on such date that the Shelf each successive 91st day thereafter) unless and until all Registration Statement has again Defaults have been declared effective or the Prospectus again becomes usablecured; provided thatfurther, however, that in no event shall the Additional Interest accrue at a rate in excess of 1.50% per annum. The Additional Interest will additional interest together with additional interest from the previous sentence, if any, exceed 1.00%. All accrued additional interest shall be paid to Holders payable in the same manner as interest payments on the Securities on cash semi-annual payment dates which correspond to interest payment dates for the Securities. Following the cure of all Registration Defaults, the accrual of additional interest shall cease. The Trustee shall have no responsibility with respect to the determination of the amount of any such additional interestannually in arrears each May 1 and November 1.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of a Senior Note such Registration Rights Agreement, dated as of November 8, 2002, among Statements is not declared effective by the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned Commission on or prior to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer is not completed or, if required by the terms of the Registration Agreement, Effectiveness Deadline or the Shelf Registration Statement is Effectiveness Deadline, as applicable, (iii) the Exchange Offer has not declared effective been Consummated on or prior to May 7, 2003, the interest rate on the Registrable Securities will be increased Consummation Deadline or (iv) any Registration Statement required by 1.00% per annum until the Exchange Offer this Agreement is completed or the Shelf Registration Statement, if required thereby, is filed and declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and but thereafter either ceases to be effective or usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Prospectus contained therein ceases Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to a per annum rate of $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $0.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest for all Registration Defaults of $0.50 per week per $1,000 principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be usable at any time during the Shelf Effectiveness Period, and such failure required to remain effective or usable exists pay additional interest for more than 45 consecutive days or more than 60 days one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (whether or not consecutive1) in any 12-month periodupon filing of the Exchange Offer Registration Statement (and/or, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement has (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again been be declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto, in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture, on each Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any securities shall survive until such additional interesttime as such obligations with respect to such securities shall have been satisfied in full.

Additional Interest. The Holder of If (i) any Registration Statement required by this Security Agreement is entitled not filed with the Commission on or prior to the benefits of a Senior Note applicable Filing Deadline, (ii) any Shelf Registration Rights AgreementStatement has not been declared effective by the Commission on or prior to the Effectiveness Deadline, dated as of November 8, 2002, among the Company, Dex Media East Finance, LCI International, Inc., a Delaware corporation ("LCI"), and the Initial Purchasers named therein (the "Registration Agreement"). Capitalized terms used in this paragraph (biii) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that in the event that the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is not completed orfiled and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement or an additional Registration Statement that cures such failure and that is itself declared effective within five days of filing such post-effective amendment to such Registration Statement or of filing such additional Registration Statement (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default. The amount of additional interest shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $0.25 per week per $1,000 in principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon the filing of the Exchange Offer Registration Statement (and/or, if required by the terms of the Registration Agreementapplicable, the Shelf Registration Statement is not declared effective on or prior to May 7Statement), 2003in the case of (i) above, (2) upon the interest rate on the Registrable Securities will be increased by 1.00% per annum until the Exchange Offer is completed or effectiveness of the Shelf Registration Statement, in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if required therebyapplicable, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. If the Shelf Registration Statement has been declared effective and thereafter either ceases Statement) to again be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 consecutive days or more than 60 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 46th or 61st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or made usable in the Prospectus again becomes usable; provided thatcase of (iv) above, in no event will the additional interest together payable with additional interest from respect to the previous sentenceTransfer Restricted Securities as a result of such clause (i), if any(ii), exceed 1.00%(iii) or (iv), as applicable, shall cease. All accrued additional interest shall be paid to the Holders entitled thereto in the same manner as interest payments on the Securities on semi-annual payment dates which correspond to interest payment dates provided for the Securitiespayment of interest in the Indenture on each Interest Payment Date as more fully set forth in the Indenture and the Notes. Following Notwithstanding the cure of all Registration Defaults, the accrual of fact that any securities for which additional interest shall cease. The Trustee shall have no responsibility is due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay additional interest with respect to the determination of the amount of any such additional interestsecurities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.