EXHIBIT 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2005 • Donnelley R H Inc • Services-advertising • New York
INDENTUREIndenture • March 20th, 2003 • Donnelley R H Inc • Miscellaneous publishing • New York
EXHIBIT 4.2 This Warrant was originally issued on January 3, 2003, and such issuance was not registered under the Securities Act of 1933, as amended. The transfer of this Warrant and the securities obtainable upon exercise hereof is subject to the...Warrant Agreement • January 17th, 2003 • Donnelley R H Inc • Miscellaneous publishing • Delaware
ARTICLE ISupplemental Indenture • March 20th, 2003 • Donnelley R H Inc • Miscellaneous publishing • New York
amongCredit Agreement • January 17th, 2003 • Donnelley R H Inc • Miscellaneous publishing • New York
EXHIBIT 10.4 AGREEMENT TO AMEND AND RESTATE AGREEMENT TO AMEND AND RESTATE, dated as of December 13, 2005 (this "Agreement"), among those lenders party to the Existing Credit Agreement referred to below immediately prior to the Restatement Effective...Credit Agreement • December 19th, 2005 • Donnelley R H Inc • Services-advertising • New York
EXHIBIT 4.1 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this "Second Senior Notes Supplemental Indenture"), dated as of September 1 , 2004, among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), the Guarantors signatory...Second Supplemental Indenture • September 3rd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
2 3 with this Section 8. Executive's entitlements hereunder in the event of any such termination shall be as set forth in this Section 8. The provisions of this Section 8 (and any related provision of Section 10) shall survive any non- renewal of this...Employment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing • New York
RECITALS:Registration Rights Agreement • December 3rd, 2002 • Donnelley R H Inc • Miscellaneous publishing • New York
Exhibit 10.23 AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 27, 2001 by and between R.H. Donnelley Corporation, a Delaware corporation, (the "COMPANY") and Frank R. Noonan (the "EXECUTIVE"). WHEREAS, the Company and Executive...Employment Agreement • March 27th, 2002 • Donnelley R H Inc • Miscellaneous publishing • New York
EXHIBIT 4.1 This Warrant was originally issued on November 25, 2002 and such issuance was not registered under the Securities Act of 1933, as amended. The transfer of this Warrant and the securities obtainable upon exercise hereof is subject to the...Stock Purchase Warrant • January 17th, 2003 • Donnelley R H Inc • Miscellaneous publishing • Delaware
EXHIBIT 4.2 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "Third Senior Subordinated Notes Supplemental Indenture"), dated as of September 1, 2004 among R.H. Donnelley Inc., a Delaware corporation ("Donnelley"), the Guarantors...Third Supplemental Indenture • September 3rd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing
RECITALS:Non-Competition Agreement • September 3rd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
RECITALPurchase Agreement • September 3rd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
INDENTUREIndenture • January 19th, 2005 • Donnelley R H Inc • Miscellaneous publishing • New York
RECITALS:Reseller Agreement • September 3rd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
EXHIBIT 10.2 SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 19th, 2005 • Donnelley R H Inc • Services-advertising • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing
New York, New York January 14, 2005 Bear, Stearns & Co. Inc. J.P. Morgan Securities Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: R.H. Donnelley Corporation, a corporation organized under the laws...Registration Rights Agreement • January 19th, 2005 • Donnelley R H Inc • Miscellaneous publishing • New York
BY AND AMONGPurchase Agreement • August 2nd, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
EXECUTION COPY FIRST AMENDMENT, dated as of December 5, 2003 (this "Amendment"), to the CREDIT AGREEMENT, dated as of December 6, 2002 (as amended pursuant to this Amendment and as the same may be further amended, supplemented or otherwise modified...Credit Agreement • February 26th, 2004 • Donnelley R H Inc • Miscellaneous publishing • New York
FIRST AMENDMENT dated as of March 4, 1999 (this 'Amendment'), among R.H. DONNELLEY INC., a Delaware corporation (the 'Borrower'), R.H. DONNELLEY CORPORATION, a Delaware corporation ('Holdings'), the financial institutions party to the Credit Agreement...Credit Agreement Amendment • May 14th, 1999 • Donnelley R H Inc • Miscellaneous publishing • New York
EMPLOYMENT AGREEMENT dated Monday, September 28, 1998 by and between R.H. Donnelley Corporation, a Delaware corporation, (the `Company') and Philip C. Danford (the `Executive'). WHEREAS, the transaction pursuant to which the Company has been separated...Employment Agreement • November 13th, 1998 • Donnelley R H Inc • Miscellaneous publishing • New York
EMPLOYMENT AGREEMENT dated Monday, September 28, 1998 by and between R.H. Donnelley Corporation, a Delaware corporation, (the `Company') and Alexander R. Marasco (the `Executive'). WHEREAS, the transaction pursuant to which the Company has been...Employment Agreement • November 13th, 1998 • Donnelley R H Inc • Miscellaneous publishing • New York
SEPARATION AGREEMENT And RELEASESeparation Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing • New York
SEPARATION AGREEMENT And RELEASESeparation Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing • New York
1 EXHIBIT 10.33 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 dated as of July 27, 2000 amends the Employment Agreement dated September 28, 1998 by and between R.H. Donnelley Corporation, a Delaware corporation (the "Company"), and...Employment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing
1 EXHIBIT 10.24 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing
RECITALSSupplemental Agreement to Stock Purchase Agreement • January 17th, 2003 • Donnelley R H Inc • Miscellaneous publishing
EMPLOYMENT AGREEMENT dated Monday, September 28, 1998 by and between R EMPLOYMENT AGREEMENT dated Monday, September 28, 1998 by and between R.H. Donnelley Corporation, a Delaware corporation, (the "Company") and Judith A. Norton (the "Executive")....Employment Agreement • March 27th, 2000 • Donnelley R H Inc • Miscellaneous publishing • New York
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 16th, 2006 • Donnelley R H Inc • Services-advertising • Delaware
RESTRICTED STOCK UNITS AGREEMENT (this “RSU Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (“you” or “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the "2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources.” Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this RSU Agreement.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 28th, 2001 • Donnelley R H Inc • Miscellaneous publishing • New York
GUARANTEES From and after the date of the Release, each of the undersigned (the "Guarantors") hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of December 3, 2002 by and among R.H. Donnelley...Guarantee Agreement • March 20th, 2003 • Donnelley R H Inc • Miscellaneous publishing
