WITNESSETH:Credit Agreement • December 19th, 2005 • R H Donnelley Corp • Services-advertising • New York
FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • October 24th, 1996 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • 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...Supplemental Indenture • November 25th, 2002 • R H Donnelley Corp • Services-advertising • New York
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
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
Trust Indenture Indenture Act Section Section ----------- -------Indenture • July 17th, 1998 • R H Donnelley Corp • Services-engineering, accounting, research, management • New York
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
RECITALS:Rights Agreement • September 26th, 2002 • 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 _______________ BETWEEN R.H. DONNELLEY CORPORATION, ISSUER AND [________________________], TRUSTEEIndenture • June 4th, 2002 • R H Donnelley Corp • Services-advertising • New York
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
ARTICLE 1 Agreement ---------Third Supplemental Indenture • December 20th, 2005 • R H Donnelley Corp • Services-advertising • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P., A DELAWARE LIMITED PARTNERSHIPAgreement of Limited Partnership • August 14th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • Delaware
betweenDistribution Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
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:Support Agreement • October 6th, 2005 • R H Donnelley Corp • Services-advertising • Delaware
INDENTUREIndenture • February 2nd, 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
INDEMNITY AND JOINT DEFENSE AGREEMENT This INDEMNITY AND JOINT DEFENSE AGREEMENT is dated as of October 28, 1996 (the "Agreement"), among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation,...Indemnification & Liability • March 27th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
RECITALS:Warrant Purchase Agreement • November 3rd, 2006 • R H Donnelley Corp • Services-advertising • New York
ARTICLE III REPRESENTATIONS AND WARRANTIESRetirement Agreement • March 27th, 1997 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • Delaware
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 [___________________________]Subordinated Indenture • June 4th, 2002 • R H Donnelley Corp • Services-advertising • New York
RECITALS:Sales Agency Agreement • August 14th, 2002 • R H Donnelley Corp • Services-advertising • Kansas
Exhibit 10 AGREEMENT AND RELEASERelease Agreement • November 13th, 1995 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • New York
FIRST AMENDMENTCredit Agreement • December 8th, 2004 • 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
ARTICLE I DEFINITIONSEmployee Benefits 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
RECITALSIntellectual Property Agreement • June 30th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management • 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
8 7/8% SENIOR NOTES DUE 2010 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OUTSTANDING 8 7/8% SENIOR NOTES DUE 2010 AND 10 7/8% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF...Letter of Transmittal • May 2nd, 2003 • R H Donnelley Corp • Services-advertising
THIS IS A SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. 3 S-2Amendment to Limited Partnership Agreement • March 20th, 1998 • Dun & Bradstreet Corp • Services-engineering, accounting, research, management
