RECITALS:Registration Rights Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
Page ---- ARTICLE I. DEFINITIONS...................................................1 Section 1.01. Definitions..........................................1 ARTICLE II. SALE AND PURCHASE OF THE PREFERRED SHARES AND WARRANTS........8 Section 2.01. Sale...Preferred Stock and Warrant Purchase Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 1 - JOINT FILING AGREEMENT Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $1.00 per share, of R.H. Donnelley...Joint Filing Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $1.00 per share, of R.H. Donnelley Corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Exhibit 4 --------- 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...Exercise Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
Exhibit 7 --------- This Warrant was originally issued on [DATE OF THE CLOSING], 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...Exercise Agreement • December 5th, 2002 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • Delaware
