WITNESSETH:Credit Agreement • December 19th, 2005 • R H Donnelley Corp • Services-advertising • New York
EXHIBIT 4 RIGHTS AGREEMENTRights Agreement • November 5th, 1998 • R H Donnelley Corp • Services-engineering, accounting, research, management • New York
RECITALS:Rights Agreement • October 6th, 2005 • R H Donnelley Corp • Services-advertising • New York
OFLimited Liability Company Agreement • August 14th, 2002 • R H Donnelley Corp • Services-advertising • Delaware
EXHIBIT 99.02 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement") made as of the date specified on Annex A attached hereto (the "Grant Date"), between R.H. Donnelley...Non-Qualified Stock Option Agreement • July 25th, 2001 • R H Donnelley Corp • Services-advertising • Delaware
ANDStock Purchase Agreement • October 1st, 2002 • R H Donnelley Corp • Services-advertising • Delaware
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • March 27th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
EXHIBIT 10.40 R.H. DONNELLEY CORPORATION 2001 STOCK AWARD AND INCENTIVE PLAN Approved and adopted by the Board of Directors on February 27, 2001, Approved and adopted by shareholders on May 1, 2001 and Amended and Restated by the Board of Directors...R H Donnelley Corp • May 11th, 2001 • Services-advertising • Delaware
Exhibit 10.29 EMPLOYMENT AGREEMENT effective as of May 1, 2002 (the "Effective Date") by and between R.H. Donnelley Corporation, a Delaware corporation (the "COMPANY"), and David C. Swanson (the "EXECUTIVE"). WHEREAS, Executive is presently serving as...Employment Agreement • August 14th, 2002 • R H Donnelley Corp • Services-advertising • New York
EXHIBIT 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is by and between R.H. Donnelley Corporation, a Delaware corporation (the "COMPANY"), and Steven M. Blondy ("EXECUTIVE"). W I T N E S S E T H :...Employment Agreement • October 6th, 2005 • R H Donnelley Corp • Services-advertising • New York
Reconciliation and tie (1) between Trust Indenture Act of 1939, as amended, and Indenture, dated as of ____________, 200_ between R.H. Donnelley Corporation, as Issuer and [___________________________]R H Donnelley Corp • June 4th, 2002 • Services-advertising • New York
EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of November 25, 2002, is made by and among R.H. DONNELLEY INC., a corporation duly organized and existing under the laws of the State...First Supplemental Indenture • November 25th, 2002 • R H Donnelley Corp • Services-advertising • New York
RECITALS:Support Agreement • October 6th, 2005 • R H Donnelley Corp • Services-advertising • Delaware
FIRST AMENDMENTCredit Agreement • December 8th, 2004 • R H Donnelley Corp • Services-advertising • New York
betweenDistribution Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P., A DELAWARE LIMITED PARTNERSHIPDun & Bradstreet Corp • August 14th, 1997 • Services-engineering, accounting, research, management • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIESAgreement • March 27th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • Delaware
RECITALS:Warrant Purchase Agreement • November 3rd, 2006 • R H Donnelley Corp • Services-advertising • New York
Exhibit 99.9 AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT dated as of _______________, 1998, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), THE NEW DUN...Transition Services Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
Agreement No. Aas-463-A Page 1 of 31 AGREEMENT FOR PUBLISHING SERVICES This Agreement for Publishing Services ("Agreement") is entered into effective as of January 1, 2002 ("Effective Date") between Ameritech Publishing, Inc., d/b/a Ameritech...R H Donnelley Corp • May 10th, 2002 • Services-advertising
1 EXHIBIT 4.4 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of June 5,1998, among R.H. Donnelley Inc., a Delaware corporation (the "Company"), The Dun & Bradstreet Corporation, a Delaware corporation...Exchange and Registration Rights Agreement • July 17th, 1998 • R H Donnelley Corp • Services-engineering, accounting, research, management • New York
RECITALS:Third Supplemental Indenture • January 6th, 2003 • R H Donnelley Corp • Services-advertising • New York
1 EXHIBIT 99.2 FORM OF TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of [ ], 1996, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), and ACNIELSEN...Tax Allocation Agreement • October 24th, 1996 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
RECITALS:Sales Agency Agreement • August 14th, 2002 • R H Donnelley Corp • Services-advertising • Kansas
ARTICLE I DEFINITIONSEmployee Benefits Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
ARTICLE 1 Agreement ---------Supplemental Indenture • December 20th, 2005 • R H Donnelley Corp • Services-advertising • New York
Exhibit 2.2 R.H. DONNELLEY CORPORATION PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of September 21, 2002 TABLE OF CONTENTSPreferred Stock and Warrant Purchase Agreement • October 1st, 2002 • R H Donnelley Corp • Services-advertising • New York
RECITALSIntellectual Property Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
EMPLOYMENT AGREEMENT dated Monday, September 28, 1998 by and between R.H. Donnelley Corporation, a Delaware corporation, (the `Company') and Frank R. Noonan (the `Executive'). WHEREAS, the transaction pursuant to which the Company has been separated...Employment Agreement • November 13th, 1998 • R H Donnelley Corp • Services-engineering, accounting, research, management • New York
RECONCILIATION AND TIE(1) BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF _______________ BETWEEN R.H. DONNELLEY CORPORATION, ISSUER AND [________________________], TRUSTEER H Donnelley Corp • June 4th, 2002 • Services-advertising • New York
INDENTURER H Donnelley Corp • February 2nd, 2006 • Services-advertising • New York
TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of October 28, 1996, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), and ACNIELSEN CORPORATION, a...Tax Allocation Agreement • March 27th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
1 EXHIBIT 10(h) LIMITED STOCK APPRECIATION RIGHTS AGREEMENT RELATING TO STOCK OPTIONS UNDER THE 1991 KEY EMPLOYEES STOCK OPTION PLAN This Agreement confirms the grant on [ grant date ] by THE DUN & BRADSTREET CORPORATION (the "Company") to: [Associate...Dun & Bradstreet Corp • March 20th, 1998 • Services-engineering, accounting, research, management
DATA SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW DUN & BRADSTREET CORPORATIONData Services Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
BETWEENShared Transaction Services Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
