0001193125-04-212995 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2004 • Dex Media West LLC • Miscellaneous publishing • New York

This REGISTRATION RIGHTS AGREEMENT dated November 24, 2004 (the “Agreement”) is entered into by and among Dex Media West LLC, a Delaware limited liability company (the “Company”), Dex Media West Finance Co., a Delaware corporation and a wholly owned subsidiary of the Company (“Finance Co.”) and J.P. Morgan Securities Inc. (the “Initial Purchaser”).

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Contract
Credit Agreement • December 15th, 2004 • Dex Media West LLC • Miscellaneous publishing • New York

THIRD AMENDMENT dated as of November 24, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 9, 2003, as amended and restated as of July 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA WEST, INC., DEX MEDIA WEST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and collateral agent (in such capacities, the “Agent”), and J.P.MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.

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