0000950144-06-004089 Sample Contracts

REAFFIRMATION
R H Donnelley Corp • April 28th, 2006 • Services-advertising

REAFFIRMATION, dated as of April 24, 2006 (this “Reaffirmation”), with respect to the Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 13, 2005 (the “Guarantee and Collateral Agreement”), made by R.H. Donnelley Corporation, a Delaware corporation (“Holdings”), R.H. Donnelley Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (the “Borrower”) and certain subsidiaries of the Borrower in favor of Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the “Administrative Agent”).

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FIRST AMENDMENT
First Amendment • April 28th, 2006 • R H Donnelley Corp • Services-advertising • New York

FIRST AMENDMENT, dated as of April 24, 2006 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 13, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among R.H. Donnelley Corporation (“Holdings”), R.H. Donnelley Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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