8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2002

QWEST COMMUNICATIONS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-22609	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 303-992-1400

                                         Not applicable                                         
(Former name or former address, if changed since last report)

This Current Report on Form 8-K/A is being filed to amend and restate in its entirety the Current Report on Form 8-K filed on November 15, 2002.

Item 2.  Acquisition or Disposition of Assets.

On November 8, 2002, Qwest Communications International Inc. (“Qwest”) announced the completion of the first phase (“Stage 1”) of the sale of the directory publishing business of its subsidiary, Qwest Dex, Inc. (“QwestDex”), to a new entity (“Buyer”) formed by the private equity firms of The Carlyle Group and Welsh, Carson, Anderson & Stowe for a cash purchase price of $2.75 billion. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K/A. A description of Stage 1 and the second phase (“Stage 2”) of the sale of the directory publishing business, including the purchase agreements relating thereto, was included in Qwest’s Current Report on Form 8-K filed on August 22, 2002.

On November 8, 2002, Qwest also announced that a portion of the sale proceeds were made available to Qwest’s subsidiary Qwest Services Corporation (“QSC”) to pay $1.35 billion in outstanding loans under its Amended and Restated Credit Agreement dated as of August 30, 2002, reducing the lending commitments under such revolving credit facility to $2.0 billion. The funds were made available to QSC by repayment of outstanding borrowings under a line of credit between QwestDex’s parent and an affiliate, Qwest Capital Funding, Inc. (“QCF”), followed by a payment by QCF to QSC.

As contemplated by the Stage 1 purchase agreement, at the closing of Stage 1 Qwest entered into continuing commercial arrangements with Buyer and its affiliates relating to the directory publishing business, including the following:

• Pursuant to a publishing agreement, Buyer is Qwest Corporation’s exclusive official publisher of telephone directories in the Stage 1 region and will perform Qwest’s directory publishing obligations in the Stage 1 region for a period of 50 years.

• Pursuant to the non-competition and non-solicitation agreement, Qwest and its affiliates have agreed not to compete on a branded or unbranded basis in the telephone directory business in the Stage 1 region for a period of 40 years.

• Pursuant to a separation agreement, Qwest and its affiliates have agreed with Buyer on the terms and procedures under which the Stage 1 business will be permanently separated from the Stage 2 business in the event that Stage 2 is not consummated.

A copy of the publishing agreement is attached as Exhibit 99.2 to this Current Report on Form 8-K/A, a copy of the non-competition and non-solicitation agreement is attached as Exhibit 99.3 to this Current Report of Form 8-K/A, and a copy of the separation agreement is attached as Exhibit 99.4 to this Current Report on Form 8-K/A. Each of these agreements is described below.Such descriptions are qualified in their entirety by reference to each of the agreements.

Publishing Agreement

Under the publishing agreement, Buyer will be Qwest’s exclusive official publisher of telephone directories in the Stage 1 region (including changes in Qwest’s service areas). The publishing

agreement terminates on the 50th anniversary of the consummation of the Stage 1 purchase agreement, subject to automatic one year renewal periods until terminated by either Qwest or Buyer on 12 months’ prior notice. The publisher will perform Qwest’s publishing obligations under applicable regulations, tariffs and interconnection agreements, as they exist from time to time. Subject to compliance with such requirements, the publisher will have control over the content and delivery medium of the telephone directories. The performance of these obligations will be at publisher’s sole cost, except where material cost increases are caused by changes in regulatory requirements, in which case Qwest and the publisher will share such cost increases for a period of seven years from consummation of the Stage 1 purchase agreement. The publisher will have the exclusive right to use the Qwest name and logo on telephone directories, subject to compliance with Qwest’s usage requirements. The rights and obligations under the publishing agreement are binding on successors of Qwest and publisher and Qwest is required to cause any successor to all or a portion of its ILEC business to assume the publishing agreement and the non-competition and non-solicitation agreement.

The publishing agreement may be terminated early in whole or in part for certain material uncured breaches. In addition, if the publishing agreement terminates due to material continuing uncured breach by Qwest that amounts to an abrogation of the contract as a whole or a formal repudiation or rejection thereof, Buyer is entitled to liquidated damages equal to 30% of the aggregate purchase price under the Stage 1 purchase agreement, or a pro rata portion thereof for any breach with respect to a portion of the purchased region. Such amount is Buyer’s and the publisher’s total cumulative damages remedy under both the publishing agreement and the non-competition and non-solicitation agreement.

Upon closing of the Stage 2 transaction, the publishing agreement will apply to the Stage 2 region as well, and the liquidated damages referenced above will equal 30% of the aggregate purchase price under the Stage 1 and Stage 2 purchase agreements.

Non-Competition and Non-Solicitation Agreement

For a period of up to 40 years, Qwest and its affiliates are restricted from directly or indirectly publishing, marketing, selling, or distributing any directory products either consisting principally of listings in the Stage 1 region or directed primarily at end users in such region under any brand. Buyer is bound by similar restrictions in the Stage 2 region prior to consummation of the Stage 2 purchase agreement using the brands “Qwest”, “QwestDex” or “Dex”.

Qwest’s non-compete restrictions apply to any successor entity of Qwest, but cease to apply to any affiliate when no longer affiliated with Qwest Corporation. If Qwest Corporation exits a service area in the Stage 1 region (by sale of access lines, merger, etc.), it will require the acquiring entity to agree in writing to assume Qwest’s non-competition obligations to the extent of the relevant service area.

Subject to the cumulative remedy described above, if the non-competition and non-solicitation agreement terminates due to material continuing uncured breach by Qwest that amounts to an abrogation of the contract as a whole or a formal repudiation or rejection thereof, Buyer is entitled to liquidated damages equal to 30% of the aggregate purchase price under the Stage 1 purchase agreement, or a pro rata portion thereof for any breach with respect to a portion of the purchased region.

2

Upon closing of the Stage 2 transaction, the non-competition and non-solicitation agreement will apply to the Stage 2 region as well, and the liquidated damages referenced above will equal 30% of the aggregate purchase price under the Stage 1 and Stage 2 purchase agreements.

Separation Agreement

Under the separation agreement, Buyer and QwestDex will share certain assets, information technology systems and facilities for a limited period following the closing under the Stage 1 purchase agreement. Pursuant to the separation agreement, if the closing under the Stage 2 purchase agreement fails to occur for any reason, the parties will separate such jointly maintained assets and eliminate their dependence on transition services provided by the other party. The separation agreement terminates on the closing under the Stage 2 purchase agreement or, if such closing does not occur, when Qwest and Buyer have completed the separation of Buyer and QwestDex (but not later than one year after the Stage 2 purchase agreement is terminated).

If the Stage 2 purchase agreement is terminated, QwestDex and Buyer will implement a separation plan, including the following: (i) replication of the shared hardware and software, (ii) migration and extraction of their respective data maintained in shared systems, (iii) cloning of the qwestdex.com website such that QwestDex and Buyer each have stand-alone websites, and (iv) hiring and training of additional personnel to eliminate dependence on shared services.

Forward Looking Statements Warning

This Current Report on Form 8-K/A contains projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; the effects of our anticipated restatement of historical financial statements including delays in or restrictions on our ability to access the capital markets or other adverse effect to our business or financial position; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC’s current investigation into our accounting policies, practices and procedures; any adverse outcome of the current investigation by the U.S. Attorney’s Office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; the failure of our chief executive and chief financial officers to provide certain certifications relating to certain public filings; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; our future ability to provide interLATA

3

services within our 14-state local service area; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete; changes in demand for our products and services; dependence on new product development and acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.

The information contained in this Current Report on Form 8-K/A is a statement of Qwest’s present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest’s assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest’s assumptions or otherwise. The cautionary statements contained or referred to in this Current Report on Form 8-K/A should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This Current Report on Form 8-K/A may include analysts’ estimates and other information prepared by third parties for which Qwest assumes no responsibility. Qwest undertakes no obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

By including any information in this Current Report on Form 8-K/A, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit 99.1	Press Release dated November 8, 2002.
Exhibit 99.2	Publishing Agreement dated as of November 8, 2002 by and among Dex Holdings LLC, SGN LLC, GPP LLC and Qwest Corporation.
Exhibit 99.3	Non-Competition and Non-Solicitation Agreement dated as of November 8, 2002 by and between SGN LLC, GPP LLC and Dex Holdings LLC, on the one hand, and Qwest Corporation, Qwest Communications International Inc. and Qwest Dex, Inc., on the other hand.
Exhibit 99.4	Separation Agreement dated as of November 8, 2002 by and between SGN LLC and Dex Holdings LLC, on the one hand, and Qwest Dex, Inc. and Qwest Communications International Inc., on the other hand.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QWEST COMMUNICATIONS INTERNATIONAL INC.

DATE: November 18, 2002	By:  /s/ YASH A. RANA
	Yash A. Rana
	Vice President

S-1

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated November 8, 2002.
Exhibit 99.2	Publishing Agreement dated as of November 8, 2002 by and among Dex Holdings LLC, SGN LLC, GPP LLC and Qwest Corporation.
Exhibit 99.3	Non-Competition and Non-Solicitation Agreement dated as of November 8, 2002 by and between SGN LLC, GPP LLC and Dex Holdings LLC, on the one hand, and Qwest Corporation, Qwest Communications International Inc. and Qwest Dex, Inc., on the other hand.
Exhibit 99.4	Separation Agreement dated as of November 8, 2002 by and between SGN LLC and Dex Holdings LLC, on the one hand, and Qwest Dex, Inc. and Qwest Communications International Inc., on the other hand.

EX-99.1

                                                                    Exhibit 99.1
                                                                    ------------


[QWEST LOGO]


QWEST COMMUNICATIONS CLOSES FIRST PHASE OF THE QWESTDEX SALE FOR $2.75 BILLION

DENVER, NOVEMBER 8, 2002 -- Qwest Communications International Inc. (NYSE: Q)
today announced that it has closed the first phase of the sale of its directory
services, known as QwestDex, to an entity owned by the private equity firms of
The Carlyle Group and Welsh, Carson, Anderson & Stowe. The company received
approximately $2.75 billion in cash at the closing. The first phase includes the
directories operations and approximately 1,380 QwestDex employees supporting the
states of Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota. Qwest plans to use a portion of the proceeds from this first stage
of the sale to pay down its existing credit facility to $2.0 billion.

The purchaser of the business, known as Dex Media, Inc., will continue to run
the operations of the directories in the seven related states. The current
management team of QwestDex will become employees of Qwest and Dex Media so they
can manage the remaining Western operations of QwestDex as well as those of Dex
Media. Both companies will use the Dex brand name in their communications.

"We are pleased with the closing of the first phase of the QwestDex sale," said
Richard C. Notebaert, Qwest chairman and CEO. "We look forward to working with
our new partners at The Carlyle Group and Welsh, Carson, Anderson & Stowe. As
we've said before, this is an important step to improve our balance sheet. I'd
like to extend my personal thanks to our employees, partners and regulators who
worked overtime to make this effort a success."

Qwest remains on track to complete the second phase of the QwestDex sale, which
is subject to customary closing conditions including applicable regulatory
approvals, in 2003. The second phase, which includes the states of Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming, is for $4.30 billion. Upon
completion of the second stage of the QwestDex sale, Dex Media will manage all
of the QwestDex directories and continue to provide world-class services to
consumers and businesses.

"We're pleased that our successful bank and bond financings enabled us to move
forward with this first phase of the agreement," said James A. Attwood, Jr.,
managing director, The Carlyle Group. "We believe Dex Media will continue to
operate successfully during this transition period and will continue to provide
valuable services to advertisers and consumers."

"We're grateful to the many people who worked diligently to allow us to close
this first stage of our transaction in a timely manner," said Anthony J.
deNicola, managing director, Welsh, Carson, Anderson & Stowe. "We're confident
that we'll have the same success in 2003 for the second phase closing and that
Dex Media will continue to provide outstanding service to advertisers and
consumers in the 14 states in which it operates."

                                        1


O'Melveny & Myers LLP acted as legal advisor to Qwest and Lehman Brothers acted
as financial advisor and delivered a fairness opinion to Qwest. In addition,
Merrill Lynch delivered a fairness opinion to Qwest.

About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading provider of
voice, video and data services to more than 25 million customers. The company's
53,000-plus employees are committed to the "Spirit of Service" and providing
world-class services that exceed customers' expectations for quality, value and
reliability. For more information, please visit the Qwest Web site at
www.qwest.com.


                                      # # #

This release may contain projections and other forward-looking statements that
involve risks and uncertainties. These statements may differ materially from
actual future events or results. Readers are referred to the documents filed by
us with the Securities and Exchange Commission, specifically the most recent
reports which identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, including but not
limited to: the duration and extent of the current economic downturn in our
14-state local service area, including its effect on our customers and
suppliers; the effects of our anticipated restatement of historical financial
statements including delays in or restrictions on our ability to access the
capital markets or other adverse effects to our business and financial position;
our substantial indebtedness, and our inability to complete any efforts to
de-lever our balance sheet through asset sales or other transactions; any
adverse outcome of the SEC's current investigation into our accounting policies,
practices and procedures; any adverse outcome of the current investigation by
the U.S. Attorney's office in Denver into certain matters relating to us;
adverse results of increased review and scrutiny by Congress, regulatory
authorities, media and others (including any internal analyses) of financial
reporting issues and practices or otherwise; the failure of our chief executive
and chief financial officers to provide certain certifications relating to
certain public filings; rapid and significant changes in technology and markets;
any adverse developments in commercial disputes or legal proceedings, including
any adverse outcome of current or future legal proceedings related to matters
that are the subject of governmental investigations, and, to the extent not
covered by insurance, if any, our inability to satisfy any resulting obligations
from funds available to us, if any; our future ability to provide interLATA
services within our 14-state local service area; potential fluctuations in
quarterly results; volatility of our stock price; intense competition in the
markets in which we compete; changes in demand for our products and services;
dependence on new product development and acceleration of the deployment of
advanced new services, such as broadband data, wireless and video services,
which could require substantial expenditure of financial and other resources in
excess of contemplated levels; higher than anticipated employee levels, capital
expenditures and operating expenses; adverse changes in the regulatory or
legislative environment affecting our business; and changes in the outcome of
future events from the assumed outcome included in our significant accounting
policies.

The information contained in this release is a statement of Qwest's present
intention, belief or expectation and is based upon, among other things, the
existing regulatory environment, industry conditions, market conditions and
prices, the economy in general and Qwest's assumptions. Qwest may change its
intention, belief or expectation, at any time and without notice, based upon any
changes in such factors, in Qwest's assumptions or otherwise. The cautionary
statements contained or referred to in this release should be considered in
connection with any subsequent written or oral forward-looking statements that
Qwest or persons acting on its behalf may issue. This release may include
analysts' estimates and other information prepared by third parties for which
Qwest assumes no responsibility.

Qwest undertakes no obligation to review or confirm analysts' expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

By including any information in this release, Qwest does not necessarily
acknowledge that disclosure of such information is required by applicable law or
that the information is material.

The Qwest logo is a registered trademark of, and CyberCenter is a service mark
of, Qwest Communications International Inc. in the U.S. and certain other
countries.

                                        2


Contacts:     Media Contact:               Investor Contact:
              --------------               -----------------
              Claire Maledon               Stephanie Comfort
              (303) 965-2689               800-567-7296
              Claire.maledon@qwest.com     IR@qwest.com

                                        3

EX-99

                                                                    Exhibit 99.2
                                                                    ------------

                             PUBLISHING AGREEMENT
                                     FOR
                        OFFICIAL LISTINGS/DIRECTORIES


      This Publishing Agreement (this "Agreement") is entered into as of
November 8, 2002 (the "Effective Date") by and among Dex Holdings LLC ("Buyer"),
SGN LLC, a Delaware limited liability company ("Dexter Publisher"), GPP LLC, a
Delaware limited liability company ("Rodney Publisher") and Qwest Corporation, a
Colorado corporation ("QC") (Buyer, Dexter Publisher and Rodney Publisher,
together on the one hand, and QC on the other had being a "Party" and together
the "Parties"). Capitalized terms not otherwise defined herein will have the
meanings assigned to such terms in Article 1.

                                   RECITALS


      A.    Qwest Dex, Inc. ("Dex"), Qwest Communications International Inc.
("QCII"), Qwest Services Corporation ("QSC") and Buyer have entered into that
certain Purchase Agreement dated as of August 19, 2002 (the "LLC Purchase
Agreement"), pursuant to which Dex has agreed, subject to the terms and
conditions set forth therein, to (i) contribute certain of its assets and
liabilities to Dexter Publisher, and (ii) sell all of the outstanding limited
liability company interests of Dexter Publisher to Buyer following such
contribution;

      B.    In connection with the LLC Purchase Agreement, Dex, QCII, QSC and
Buyer entered into that certain Purchase Agreement, dated of even date
therewith (the "LLC II Purchase Agreement"), pursuant to which Dex has
agreed, subject to the terms and conditions set forth therein, to (i)
contribute certain of its assets and liabilities to Rodney Publisher, and
(ii) sell all of the outstanding limited liability company interests of
Rodney Publisher to Buyer following such contribution;

      C.    Sections 7.2(g) and 7.3(f) of the LLC Purchase Agreement provide
that the obligations of Dex, QSC, QCII and Buyer to consummate the First
Closing are subject, among other things, to the execution and delivery of
this Agreement;

      D.    QC has the right to offer and provide local telephone service in
the Service Areas;

      E.    QC is required to publish and deliver listings of certain
residential and business Subscribers in each Service Area pursuant to (i)
interconnection agreements with CLECs, LECs and Resellers, (ii) tariffs and
(iii) laws, rules, regulations and orders of certain Governmental Entities,
in each case as the same may be in effect from time to time (the "Publishing
Obligation"); and

      F.    QC desires that Publisher fulfill and Publisher is willing to
fulfill the Publishing Obligation on behalf of QC on the terms and conditions
set forth herein.


                                  AGREEMENT

      In consideration of the foregoing recitals and the mutual promises and
covenants contained herein, the sufficiency of which is hereby acknowledged, the
Parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1   General Rules of Construction. For all purposes of this Agreement:
(i) the terms defined in this Agreement include the plural as well as the
singular; (ii) all references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of the body of this Agreement; (iii) pronouns of either
gender or neuter include, as appropriate, the other pronoun forms; (iv) the
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section or other
subdivision; (v) "or" is not exclusive; (vi) "including" and "includes" will be
deemed to be followed by "but not limited to" and "but is not limited to,"
respectively; (vii) any definition of or reference to any law, agreement,
instrument or other document herein will be construed as referring to such law,
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified; and (viii) any definition of or reference to
any statute will be construed as referring also to any rules and regulations
promulgated thereunder.

      1.2   Definitions. The following definitions will apply within this
Agreement.

      "Action" means any action, complaint, petition, investigation, suit or
other proceeding, whether administrative, civil or criminal, in law or in
equity, or before any arbitrator or Governmental Entity.

      "Activity Default Notice" has the meaning set forth in Section 6.2(d).

      "Additional Legal Requirement" has the meaning set forth in Section
3.1(d).

      "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified Person. The term "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with") means the
possession of the power to direct the management and policies of the referenced
Person through ownership of 50% or more of the voting power or economic
interests in the referenced Person.

      "Agreement" has the meaning set forth in the Introduction.

      "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
ss.101 et seq.), as amended from time to time, and any successor statute.

      "Border Community" has the meaning set forth in Section 3.11.

      "Breach Resolution Process" has the meaning set forth in Section 6.1(a).

                                       2


      "Buyer" has the meaning set forth in the Introduction.

      "Change of Control" means: (i) an acquisition by any Person or group of
Persons of the voting stock of the referenced Person in a transaction or series
of transactions, if immediately thereafter such acquiring Person or group has,
or would have, beneficial ownership of more than 50% of the combined voting
power of the referenced Person's then outstanding voting stock, including any
such acquisition by way of a merger, consolidation or reorganization (including
under the Bankruptcy Code), or series of such related transactions, involving
the referenced Person; or (ii) a sale, assignment or other transfer of all or
substantially all of the referenced Person's assets; or (iii) a confirmation of
any plan of reorganization or liquidation under, or sale of assets pursuant to,
the Bankruptcy Code, any out-of-court recapitalization or reorganization
transaction or exchange offer, in any case in which more than fifty-one percent
(51%) of such Person's outstanding equity securities are issued in exchange for
all or a significant portion of such Person's outstanding debt or other
securities, or a deed in lieu of foreclosure or any other remedy or right at law
or contract by which substantially all of such Person's equity securities or
assets are surrendered, assigned or otherwise transferred to another Person.

      "Claims" means any and all claims, causes of action, demands, complaints,
disputes, liabilities, obligations, losses, damages, deficiencies, penalties,
settlements, judgments, actions, proceedings and suits of whatever kind and
nature.

      "CLEC" means a competitive local exchange carrier.

      "Closing Purchase Price" has the meaning set forth in each of the LLC
Purchase Agreement and the LLC II Purchase Agreement, respectively.

      "Commercial Agreements" has the meaning set forth in the LLC Purchase
Agreement.

      "Confidentiality Agreement" means that certain Confidentiality Agreement
between Welsh, Carson, Anderson & Stowe IX, L.P. and QSC, dated as of April 22,
2002.

      "Courtesy Classified Listing" means one appearance of a business
Subscriber's name, address and business telephone number in the Yellow Pages for
such Subscriber's Scoped Area.

      "CPI-U" has the meaning set forth in Section 3.12(b).

      "Default Notice" has the meaning set forth in Section 6.1(a).

      "Dex" has the meaning set forth in the Recitals.

      "Dexter Publisher" has the meaning set forth in the Introduction.

      "Dexter Region" means the territory comprised of the seven states of
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota
and the metropolitan statistical area of El Paso, Texas.

      "Directory Default Notice" has the meaning set forth in Section 6.2(b).

                                       3


      "Directory Product" means a telephone directory product or service
consisting principally of searchable (e.g., by alphabet letter or category of
products or services) multiple telephone listings and classified advertisements
that is delivered or otherwise made available to end users in tangible media
(e.g., paper directories, CD-ROM), electronic media (e.g., Internet) or digital
media (e.g., PDA download).

      "Effective Date" has the meaning set forth in the Introduction.

      "Excess Premium Listings" has the meaning set forth in Section 3.2(b).

      "First Closing" means the Closing as defined in and pursuant to the LLC
Purchase Agreement; "First Closing Date" means the date of the First Closing.

      "Foreign Listing" means any listing of a Subscriber in a White Pages that
is Published for an area outside of the geographic scope of the White Pages in
which such Subscriber's Primary Listing appears or would appear.

      "Governmental Entity" means any government or any agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or
other instrumentality of any government, whether Federal, state or local,
domestic or foreign.

      "ILEC" has the meaning set forth in Section 3.10(a).

      "Indemnified Party" has the meaning set forth in Section 5.5.

      "Indemnifying Party" has the meaning set forth in Section 5.5.

      "LEC" means a local exchange carrier.

      "Legal Requirements" has the meaning set forth in Section 3.1(b).

      "List License Agreements" means that certain License Agreement for the Use
of Directory Publisher Lists and Directory Delivery Lists of even date herewith
between QC and Dexter Publisher and that certain License Agreement for the Use
of Directory Publisher Lists and Directory Delivery Lists dated as of the Second
Closing Date between QC and Rodney Publisher, as the each may be amended,
modified or supplemented from time to time.

      "LLC Purchase Agreement" has the meaning set forth in the Recitals.

      "LLC II Purchase Agreement" has the meaning set forth in the Recitals.

      "Loss" means any cost, damage, disbursement, expense, liability, loss,
obligation, penalty or settlement, including interest or other carrying costs,
legal, accounting and other professional fees and expenses incurred in the
investigation, collection, prosecution and defense of claims and amounts paid in
settlement, that may be imposed on or otherwise incurred or suffered by the
referenced Person; provided, however, that the term "Loss" will not be deemed to
include any special, exemplary or punitive damages except to the extent such
damages are incurred as a result of third party claims and are therefore a
Party's direct damages.

                                       4


      "Material Default" means, with respect to either Party, a breach of any
material term, condition, covenant or obligation of this Agreement, for any
reason other than those described in Article 8, that is so material and
continuing that it has the effect of abrogating such Party's performance and the
other Party's enjoyment of the benefits under this Agreement taken as a whole,
including an uncured breach of Section 9.6 with respect to assignment of this
Agreement as a whole.

      "Material Regulatory Change" means a new or altered (i.e., imposed after
the Effective Date) Legal Requirement imposed on QC by a Governmental Entity, in
its capacity as the regulator of the LEC, that directly and materially increases
Publisher's cost of fulfilling the Publishing Obligation in all or a portion of
the Publisher Region and increases Publisher's net cost of fulfilling the
Publishing Obligation in the Publisher Region taken as a whole.

      "Net Regulatory Cost Increase" means (i) a Regulatory Cost Increase, less
(ii) any actual and incremental decrease in Publisher's costs to fulfill the
Publishing Obligation directly resulting from any new or altered Legal
Requirement imposed on QC by a Governmental Entity, in its capacity as the
regulator of the LEC, with respect to the entire Publisher Region from the
Effective Date.

      "New Customer" means a Subscriber to local phone service who does not
currently have any local exchange service and specifically excludes customers
who are changing their service from one LEC to another.

      "Non-Competition Agreement" means that certain Non-Competition and
Non-Solicitation Agreement of even date herewith by and among Publisher, Buyer,
QC, QCII and Dex, as the same may be amended, modified or supplemented from time
to time.

      "Notice of Claim" has the meaning set forth in Section 5.5.

      "Open Access Termination" has the meaning set forth in Section 3.12(a).

      "Other Default" means a breach or violation of or default under this
Agreement that is not a Material Default, Service Area Default, Primary
Directory Default or Restricted Activity Default.

      "Other Default Notice" has the meaning set forth in Section 7.1.

      "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.

      "Premium Listings" means all Subscriber List Information other than
Primary Listings, such as Foreign Listings, additional listings, informational
listings and referral listings.

      "Premium Listings Dispute Notice" has the meaning set forth in Section
3.2(c).

      "Premium Listings Reimbursement Statement" has the meaning set forth in
Section 3.2(c).

      "Primary Directories" means White Pages and/or Yellow Pages directories
with respect to a particular Service Area that QC is required to publish and
deliver in accordance with the Publishing Obligation.

                                       5


      "Primary Directory Default" has the meaning set forth in Section 6.2(b).

      "Primary Listing" means one appearance of a Subscriber's name, address and
telephone number in the White Pages covering the Service Area where such
customer has local exchange telephone service.

      "Professional Services Agreement" means that certain Professional Services
Agreement of even date herewith between Dex and Publisher, as the same may be
amended, modified or supplemented from time to time.

      "Publish" means all activities required to discharge the Publishing
Obligation, or otherwise used to produce Primary Directories, and will include
the following:

          (a)   obtaining and including for directory publication Subscriber
List Information, Subscriber Delivery Information, telephone service provider
information, and community information;

          (b)   selling, pricing and advertising;

          (c)   promoting usage, marketing, and branding;

          (d)   developing, designing, composing, arranging, compiling,
advertising, contenting, formatting and styling;

          (e)   exercising editorial control;

          (f)   scoping, sizing, producing, printing and manufacturing;

          (g)   delivering and distributing; and

          (h)   managing other miscellaneous matters related to the Primary
Directories.

      "Publisher" means (i) from and after the First Closing Date and until the
Second Closing Date (if such date occurs), Dexter Publisher only, and (ii) from
and after the Second Closing Date (if such date occurs), Dexter Publisher
together with Rodney Publisher.

      "Publisher Default Termination" has the meaning set forth in Section
6.5(a).

      "Publisher Liquidated Damages" has the meaning set forth in Section
6.4(a).

      "Publisher Region" means (i) from and after the First Closing Date, the
Dexter Region, and (ii) from and after the Second Closing Date, if such date
occurs, the territory comprising the Qwest Region.

      "Publishing Obligation" has the meaning set forth in the Recitals.

      "Publishing Order" has the meaning set forth in Section 3.14.

      "QC" has the meaning set forth in the Introduction.

                                       6


      "QCII" has the meaning set forth in the Recitals.

      "QC Default Termination" has the meaning set forth in Section 6.4(a).

      "QC Liquidated Damages" has the meaning set forth in Section 6.5(a).

      "QC Reimbursement Share" means (i) 50% of the Net Regulatory Cost Increase
less (ii) the aggregate amount of any previous QC Reimbursement Shares.

      "QSC" has the meaning set forth in the Recitals.

      "Qwest Region" means the territory comprised of the fourteen states of
Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North
Dakota, Oregon, South Dakota, Utah, Washington and Wyoming, and the metropolitan
statistical area of El Paso, Texas.

      "Regional Advertiser" means an advertiser offering products and/or
services to customers located in the Publisher Region (e.g., local restaurants,
locksmiths, drycleaners and florists). Regional Advertisers do not include (i)
advertisers offering products and/or services to customers outside the Publisher
Region in any material respect (e.g., a destination resort located in the
Publisher Region) or (ii) advertisers offering products and/or services to
customers widely dispersed geographically (e.g., advertisers of the type
currently classified as "national accounts" by Dex, such as Hertz, FTD, etc.)
("National Advertisers").

      "Regulatory Change Dispute Notice" has the meaning set forth in Section
3.13(d).

      "Regulatory Change Notice" has the meaning set forth in Section 3.13(a).

      "Regulatory Change Reimbursement Statement" has the meaning set forth in
Section 3.13(b).

      "Regulatory Cost Increase" means, with respect to any period during the
Regulatory Reimbursement Period, the actual and incremental increase in
Publisher's costs to fulfill the Publishing Obligation directly resulting from a
Material Regulatory Change as measured with respect to the entire Publisher
Region from the Effective Date.

      "Regulatory Reimbursement Period" means the period commencing on the
Effective Date and ending on the seventh (7th) anniversary of the Effective
Date.

      "Reseller" means a reseller of local exchange telephone service.

      "Restricted Activity Default" has the meaning set forth in Section 6.2(d).

      "Rodney Publisher" has the meaning set forth in the Introduction.

      "Rodney Region" means the territory comprised of the seven states of
Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming.

                                       7


      "Scoped Area" means the geographic area(s) associated with the Primary
Listings included in and serviced by a particular White Pages as may be
established and modified, subject to Section 3.1(b), by Publisher from time to
time.

      "Second Closing" means the Closing as defined in and pursuant to the LLC
II Purchase Agreement; "Second Closing Date" means the date of the Second
Closing.

      "Secondary Directories" means Directory Products (other than Primary
Directories) consisting principally of listings of Subscribers having local
exchange telephone service in the Service Areas, which Directory Products are
targeted primarily at specified Service Areas and designated communities within
such Service Areas.

      "Service Area(s)" means those geographic areas in which QC provides local
telephone service listed on Exhibit A, including any such areas added to Exhibit
A pursuant to Section 3.10 or Section 3.11 (subject to the limitations therein).

       "Service Area Default" has the meaning set forth in Section 6.1(c).

      "Service Area Default Liquidated Damages" has the meaning set forth in
Section 6.4(b).

      "Service Area Default Notice" has the meaning set forth in Section 6.1
(c).

      "Service Area Default Termination" has the meaning set forth in Section
6.4(b).

      "Specified Restricted Activity" has the meaning set forth in Section
6.2(d).

      "Subscriber" means any person or business that orders and/or receives
local exchange telephone service from a provider of such services.

      "Subscriber Delivery Information" means a list of the names and delivery
addresses of the Subscribers of QC and certain other CLECs, LECs and Resellers
as supplied to Publisher by QC, including any Subscribers that have elected not
to be published in a Directory Product, and such other information, such as
non-confidential telephone numbers, that Publisher and QC may agree from time to
time is required or useful for the complete and accurate delivery of Primary
Directories.

      "Subscriber List Information" means a list of the names, addresses and
telephone numbers of the Subscribers of QC and certain other CLECs, LECs and
Resellers as supplied to Publisher by QC and such other information about such
Subscribers as Publisher and QC may agree from time to time is required or
useful for Publisher to Publish complete and accurate Primary Directories.

      "Telecommunication Services" has the meaning set forth in Section 6.2(d).

      "Terminable Regulatory Change" means a Material Regulatory Change that (i)
results in a Net Regulatory Cost Increase that represents an amount greater than
twenty-five percent (25%) of Publisher's direct costs to fulfill the Publishing
Obligation as compared to Publisher's direct costs to fulfill the Publishing
Obligation immediately preceding such change and (ii) is not generally
applicable, or reasonably expected to be generally applicable (i.e., is or
expected to become the prevailing norm), to the manner in which ILECs are
required to fulfill their respective directory publishing obligations.

                                       8


      "Transition Costs" has the meaning set forth in Section 6.3(a).

      "White Pages" means the information Published by Publisher with respect to
a Service Area comprised of or containing the alphabetical listings of
Subscribers having local exchange telephone service for such Service Area.

      "Yellow Pages" means the information Published by Publisher with respect
to a Service Area comprised of or containing classified advertising, including
Courtesy Classified Listings.

                                   ARTICLE II
                                TERM OF AGREEMENT

      Subject to the provisions of Article 6, this Agreement will remain in
effect until the fiftieth (50th) anniversary of the Effective Date. Thereafter,
this Agreement will automatically renew for additional one year terms unless
either Party provides written termination notice to the other Party at least
twelve (12) months prior to the end of the then applicable term.

                                  ARTICLE III
                       RIGHTS AND OBLIGATIONS OF PUBLISHER

          3.1   Publication.
                -----------

          (a) Publisher will, at no charge to QC or its Subscribers, subject to
Section 3.13: (1) Publish Primary Directories covering, in the aggregate, the
Service Areas in the Publisher Region (including those Service Areas discussed
in Section 3.11); (2) Publish Primary Listings in the White Pages; (3) Publish a
Courtesy Classified Listing in the applicable Yellow Pages for each of QC's
business Subscribers (unless such Subscriber has indicated to Publisher or QC
that it does not want such Courtesy Classified Listing to be Published); (4) as
appropriate, co-mingle in such Primary Directories on a non-discriminatory basis
QC's Subscriber List Information with Subscriber List Information received from
other CLECs, LECs or Resellers; and (5) comply with any and all
Subscriber-requested restrictions that are designated in the Subscriber List
Information and are consistent with Publisher's policies.

          (b) Publisher acknowledges that the Publishing Obligation is required
by and subject to certain (1) tariffs, (2) laws, rules, regulations and orders
of certain Governmental Entities and (3) interconnection agreements with CLECs,
LECs and Resellers (collectively, "Legal Requirements"). In discharging its
obligations under this Agreement, Publisher, subject to Article 8, (i) will not
take any action that will cause QC or Publisher to be in violation of any Legal
Requirement, whether in effect now or in the future, and (ii) will treat all
Subscribers and Subscriber List Information (regardless of the carrier of such
Subscribers) in a non-discriminatory manner. Without limiting the foregoing, the
Parties acknowledge that QC's Directory Products in the metropolitan statistical
area of El Paso are Secondary Directories and, therefore, not subject to Legal
Requirements.

                                       9


          (c) Without limiting the provisions of Section 3.1(b), Publisher will
ensure that (1) the appearance (including font and size) and integration of all
Subscriber List Information occurs in a non-discriminatory manner, (2) non-QC
Subscriber List Information is included in the Primary Directories using the
same methods and procedures, and under the same terms and conditions, as those
with respect to QC Subscriber List Information, and (3) non-QC Subscriber List
Information is provided with the same accuracy and reliability as QC Subscriber
List Information.

          (d) QC will not propose, solicit or otherwise encourage any change in
any Legal Requirement or any new or additional Legal Requirement, in any such
case by any Governmental Entity, in the Publisher Region that would reasonably
be expected to increase materially the cost of fulfilling the Publishing
Obligation (an "Additional Legal Requirement"). If any applicable Governmental
Entity proposes any Additional Legal Requirement in the Publisher Region, QC
will, in good faith and using commercially reasonable efforts, object to and
attempt to prevent the implementation of any such proposal and will involve and
solicit advice from Publisher regarding how to respond to any such proposal. To
the extent permitted by applicable law, QC will promptly update Publisher
regarding any Additional Legal Requirement and will provide Publisher with
prompt notice of any Governmental Entity's determination that there is a problem
with the manner in which Publisher is fulfilling the Publishing Obligation.

          (e) QC will not (i) modify or amend its tariffs (except as required
pursuant to laws, rules regulations or orders of Governmental Entities), or (ii)
change in any material respect the nature or scope of the directory publishing
obligations under interconnection agreements with CLECs LECs and Resellers, in
either case in the Publisher Region that would reasonably be expected to
increase materially the cost of fulfilling the Publishing Obligation.

          (f) For purposes of clarification, the Parties acknowledge that (i)
where Publisher is QC's official publisher of a Secondary Directory or otherwise
uses the marks, names or logos of QC or one of its Affiliates with respect to a
Secondary Directory, Publisher will be subject to the terms of Exhibit C and
(ii) except as described in clause (i), this Agreement does not restrict
Publisher's ability to publish, market, sell or distribute Secondary
Directories.

          3.2   Premium Listings.
                ----------------

          (a) Publisher will, at no additional charge to QC or its Subscribers
(except as provided below), subject to Section 3.13, Publish the types of
Premium Listings listed on Exhibit B, which are the Premium Listings being
offered by QC to QC Subscribers in the Service Areas as of the Effective Date.
Publisher's obligation to provide such Premium Listings at no charge will be
conditioned upon QC offering such Premium Listings to its Subscribers in a
manner that is consistent with its past practices as in effect on the Effective
Date.

          (b) If (i) there is a material incremental increase in Publisher's
costs to fulfill the Publishing Obligation directly resulting from an increase
in the number of Persons for whom Publisher is obligated to provide Premium
Listings at no charge pursuant to clause (a) above, and (ii) such increase is in
excess of the growth of basic listings in the applicable Primary Directory
(i.e., is unrelated to population growth in the relevant geographic area)
("Excess Premium Listings"), then QC will reimburse Publisher for its direct
costs of Publishing the Excess Premium Listings plus ten percent (10%).

                                       10


          (c) Within sixty (60) days after each anniversary of the Effective
Date, Publisher may provide QC with a written statement seeking reimbursement
with respect to Excess Premium Listings (a "Premium Listings Reimbursement
Statement"). Each Premium Listings Reimbursement Statement will specify in
reasonable detail the Excess Premium Listings in the prior twelve (12) month
period and Publisher's direct costs relating thereto (including itemization).
Within sixty (60) days of QC's receipt of an Excess Premium Listings
Reimbursement Statement, QC may either (i) pay the reimbursement amount
identified therein, or (ii) provide Publisher with written notice stating its
dispute with Publisher's assertion that Excess Premium Listings exist and/or
Publisher's statement of its direct costs with respect thereto and setting forth
in reasonable detail the basis therefore (a "Premium Listings Dispute Notice").
During such sixty (60) day period, Publisher will provide QC with any additional
information it reasonably requests to assess such Premium Listings Reimbursement
Statement, including access to Publisher's auditors and their work papers.

          (d) The Parties will attempt in good faith to resolve any such dispute
set forth in a Premium Listings Dispute Notice by referring the dispute to a
senior executive officer of each of QC and Publisher for ten (10) business days
of the submission of the dispute to them. If such officers cannot resolve such
dispute within such period, then the Parties will submit the dispute to
arbitration pursuant to Section 9.7.

          (e) All other types of Premium Listings offered to QC Subscribers will
be Published by Publisher in accordance with then prevailing policies and
pricing, as both may be reasonably established by Publisher from time-to-time.

          3.3 Foreign Language Directories. Publisher will include QC Subscriber
List Information and permit QC Subscribers to advertise in any foreign language
directories that Publisher may publish within the Service Areas in accordance
with then prevailing policies and pricing, as both may be reasonably established
by Publisher from time-to-time.

          3.4 Phone Service Pages. Publisher will include phone service pages in
the Primary Directories that provide information needed for users to establish,
maintain and use local phone service. The content within such phone service
pages will not be promotional or advertising. Publisher will have, subject to
the terms of this Agreement (including Section 3.1(b)), the right to exercise
final editorial control, which will be exercised in a commercially reasonable
manner, over the Published version of the content, design, format and location
of the phone service pages. The phone service pages in any White Pages will
consist of two types:

          (a) Generic Phone Service Pages. At no charge to QC, subject to
Section 3.13, Publisher will Publish: (1) any information required by any Legal
Requirement, such as how to (a) request service, (b) contact repair service, (c)
dial directory assistance, (d) reach an account representative, (e) request
buried cable locate service, and (f) contact the special needs center for
customers with disabilities; (2) information about QC's emergency numbers,
consumer tips and local calling area in the phone service pages of the White
Pages Published for the Service Areas; (3) non-company specific information,

                                       11


including long distance calling, state and international area codes, and a time
zone map of the United States; and (4) an instructional notice directing all
Subscribers to contact their local service provider to request any modifications
to their existing listing, or to request a new listing. QC will prepare and
provide Publisher with this information, with the exception of information about
other CLECs or LECs, which must be provided directly to Publisher by the CLEC or
LEC. Publisher and QC will cooperate to integrate the content into the
appropriate format and design and to ensure compliance with applicable
regulations.

          (b) Premium Phone Service Pages. QC, and all other CLECs and LECs
included within the Scoped Area of a given directory, may elect to purchase
premium phone service pages for the purpose of providing specific product and
service information that is factual, instructional and/or directional in nature
in accordance with the then prevailing policies and pricing, as both may be
reasonably established by Publisher from time to time; provided, however, that
the prices charged by Publisher to QC for such premium phone service pages will
be equal to or less than the lowest prices for comparable premium phone service
pages then being charged by Publisher to any Person with respect to the
applicable White Pages.

          (c) Ordering of Phone Service Pages. The generic phone service pages
will appear before the premium phone service pages in each White Pages. Each of
the generic phone service pages and the premium phone service pages will be
arranged in alphabetical order, except that any LEC having an official
publishing agreement with Publisher and sixty percent (60%) or more of the total
number of Primary Listings for Subscribers in the relevant White Pages will
automatically be placed in first position in the generic phone service pages and
the premium phone service pages and the remainder of the LECs will appear in
alphabetical order thereafter.

          3.5 Editorial Discretion. Subject to Exhibit C and any Legal
Requirements, Publisher will have the sole and exclusive right, acting in a
commercially reasonable manner, to determine the scope, design, format, content,
organization, style, size, and appearance of the Primary Directories, and all
other aspects of Publishing the Primary Directories.

          3.6 Policies. Subject to Section 3.1(b), Publisher may establish,
discontinue, and modify its policies from time to time with regard to any and
all aspects of Publishing; provided, however, that Publisher will give QC thirty
(30) days prior written notification of any changes in Publisher's policies or
products that are reasonably likely to impact materially QC's obligations under
this Agreement (other than changes arising from Additional Legal Requirements);
and provided further that Publisher may not alter the terms of this Agreement in
any material manner by modification of its policies. Publisher's policies will
be commercially reasonable. Publisher may not make any commitments on behalf of
QC other than those as contemplated by the terms of this Agreement without the
prior consent of QC or take any action that would materially impair or affect
QC's ability to discharge its Publishing Obligation. If a change in policy by
Publisher results in a material increase in QC's costs in meeting its
obligations under this Agreement, the Parties agree to negotiate in good faith
to establish an appropriate amount to compensate QC for such increased costs;
provided, however, that no such policy change will become effective until the
Parties have agreed in writing as to the amount of such compensation.

                                       12


          3.7 Length of Issue. Upon sixty (60) days prior written notice to QC
(and subject to Section 3.1(b)), Publisher may alter the life of a Primary
Directory. If any such voluntary change in a directory issue date requires or is
subject to approval by a Governmental Entity, Publisher will bear any and all
costs and expenses, including attorney fees, related to obtaining such approval,
and QC will have no liability for any such costs and expenses. Notwithstanding
the foregoing, neither Publisher (on the one hand) nor QC or Dex (on the other
hand) will alter the life or publishing schedule of any Primary Directory during
the period that Publisher is providing production services to Dex pursuant to
the Professional Services Agreement, except as provided pursuant to Section 10.2
of the Professional Services Agreement.

          3.8   Delivery and Distribution.
                -------------------------

          (a) Initial Delivery. Publisher will timely deliver in accordance with
the related Subscriber Delivery Information (i) at least one (1) White Pages and
at least one (1) Yellow Pages or (ii) at least one (1) combined White Pages and
Yellow Pages to all Subscribers within the Scoped Area covered by the related
Primary Directory(s) at no charge to QC or its Subscribers. Subject to Section
3.1(b), Publisher may select the type or medium of delivery of such Primary
Directories.

          (b) Replacements and New Customers. Subject to available inventory
(which Publisher will maintain at reasonable levels consistent with Dex's past
practices), subsequent to the initial distribution of Primary Directories,
Publisher will timely deliver: (i) replacement Primary Directories to
Subscribers within the Scoped Area of such Primary Directory upon any reasonable
request from a Subscriber; and (ii) Primary Directories to New Customers within
the Scoped Area for such Primary Directory, provided QC delivers timely New
Customer information for the Service Areas in the Publisher Region (including
those Service Areas discussed in Section 3.11) to Publisher in a mutually agreed
to format. Publisher will make the foregoing deliveries at no charge to QC or
its Subscribers.

          (c) Distribution Coverage and Policies. Publisher will provide to QC,
at no charge: (i) one copy of Publisher's distribution policies for the Service
Areas describing which Primary Directories Subscribers will receive and other
matters relevant to the distribution of Primary Directories in the Service Areas
in the Publisher Region (including those Service Areas discussed in Section
3.11); and (ii) one copy of the Primary Directory coverage information,
including those geographic areas included in and served by the Primary
Directories and government pages, for each of the Service Areas in the Publisher
Region (including those Service Areas discussed in Section 3.11). QC may make
and retain copies of the information and documents provided pursuant to (i) and
(ii) above as necessary to perform its obligations hereunder.

          (d) Free Calling Area. In the event a QC local or extended calling
area extends beyond the scope of a given White Pages, Publisher's delivery
obligation will include only such additional White Pages as may be requested by
a Subscriber in such free calling area and required to be provided to such
Subscriber by regulatory order or rule.

          (e) Secondary Directories. To the extent that Publisher is authorized
as the official publisher of a Secondary Directory pursuant to Exhibit C within

                                       13


a Service Area, the obligations of Publisher with respect to delivery and
distribution of Primary Directories set forth in this Section 3.8 will, upon
request by Subscribers, apply to such Secondary Directories.

          3.9 Rights in the Directory Products. The copyrights and other
intellectual property rights in each Directory Product covered by this
Agreement, and any and all illustrations, artwork, photographs, video, audio,
text, maps and other advertising and information content created or procured for
such Directory Product or for other Publisher products and services that are not
submitted by or for QC or created at the request of QC, will be the sole and
exclusive property of Publisher. Without limiting rights under applicable law,
QC agrees not to copy the Directory Products or any other Publisher products and
services, or any portion thereof, provided, however, that QC may make a
reasonable number of copies of limited portions of the Primary Directories for
use in performing its obligations under this Agreement and ensuring that its
Subscribers are being listed in and receiving copies of the Primary Directories
as provided herein.

          3.10  Changes in Service Areas.
                ------------------------

          (a) QC may update Exhibit A on a regular basis by written notice to
Publisher, and the rights and obligations of this Agreement will extend to any
new, altered or changed local telephone service areas of QC within the Publisher
Region, including any such service areas that extend outside the Publisher
Region by reason of being located on or near the border of the Publisher Region.
Publisher will have fifteen (15) months following written notice from QC
regarding the addition of any service area to include QC's listings from such
service area in a Primary Directory without being in violation of Section
3.1(a). Notwithstanding the foregoing, the rights and obligations of this
Agreement will not, without an amendment to this Agreement, extend to any
geographic area (i) that QC expands into as a CLEC or (ii) in which QC becomes
the incumbent local exchange carrier (the "ILEC") as a result of an acquisition
of the stock or assets of, or via a merger or other business combination
transaction with, the Person previously providing local phone service in that
geographic area as the ILEC.

          (b) If QC intends to cease providing local telephone service in a
geographic area within any Service Area, QC will advise Publisher as soon as
practicable (and, in any event, no later than the date on which this information
may be made public). Upon QC ceasing to provide local telephone service in a
geographic area, Publisher will no longer have any obligation under this
Agreement to Publish Primary Directories for that geographic area; provided,
however, that Publisher will Publish any Primary Directories scheduled to be
issued within one year of QC ceasing such service if required by any Legal
Requirement.

          (c) Notwithstanding Section 3.10(b), if QC exits Service Area(s) in
the Publisher Region as a result of (i) a sale, assignment or other transfer of
access lines, (ii) a merger or other business combination transaction with a
Person in respect of access lines, or (iii) any other agreement with any third
party pursuant to which such Person will provide local telephone service in lieu
of QC in such Service Area(s), and, in any of the foregoing cases, such event
does not constitute a Change of Control: (A) QC will require the acquiring
Person to agree in writing (whether as part of the acquisition agreement with QC
that provides for Publisher to be a third party beneficiary or in a separate
agreement) to assume this Agreement and the Non-Competition Agreement to the

                                       14


extent of the relevant Service Area(s) (i.e., that all references to the
Publisher Region will mean the relevant Service Area(s)) on substantially
similar terms as are then in effect under the applicable Commercial Agreements
(except that Publisher will be required to comply with such Person's reasonable
branding requirements as in effect from time to time with respect to such
Person's trademarks and other relevant intellectual property); and (B) Publisher
will not be released from its obligations under this Agreement, including the
obligation to Publish Primary Directories for the relevant Service Area(s).

          3.11 Border Service Areas. As reflected in Exhibit A, certain Service
Areas include communities located in the Rodney Region by reason of such
communities being located on or near the border between the Rodney Region and
the Publisher Region. Similarly, certain communities in the Publisher Region are
not presently within a Service Area covered by this Agreement because they are
located on or near the border between the Rodney Region and the Publisher Region
part of a service area (in which Dex is QC's official directory publisher) that
extends into the Publisher Region from within the Rodney Region (in either case,
a "Border Community"). If the LLC II Purchase Agreement terminates such that the
Second Closing does not occur, at any time following the third (3rd) anniversary
of the Effective Date and no later than the fifth (5th) anniversary of the
Effective Date, either Party may terminate this Agreement with respect to any
Border Community located in the Rodney Region by providing the other Party with
not less than fifteen (15) months written notice, in which case the Parties will
cooperate in good faith to transition the Publishing Obligation to such Person
or Persons that QC desires and to ensure that the Publishing Obligation is
discharged until such transition is complete, with the Party that requested such
termination bearing all costs and expenses related to such transitioning of the
Publishing Obligation. If the LLC II Purchase Agreement terminates such that the
Second Closing does not occur, at any time following the third (3rd) anniversary
of the Effective Date and no later than the fifth (5th) anniversary of the
Effective Date, either Party may extend this Agreement to any Border Community
located in the Publisher Region by providing the other Party with not less than
fifteen (15) months written notice, in which case the Parties will cooperate in
good faith to transition the Publishing Obligation to Publisher, with the Party
that requested such expansion bearing all costs and expenses related to such
transitioning of the Publishing Obligation. If no such notice is given, the
Border Communities will continue to be included in (or excluded from, as
applicable) the relevant Services Areas for all purposes under this Agreement.

           3.12  Open Access Termination.
                 -----------------------

          (a) If federal law no longer requires QC to provide Subscriber List
Information and Subscriber Delivery Information under nondiscriminatory and
reasonable rates, terms and conditions to any Person requesting such information
for the purpose of publishing directories ("Open Access Termination"), QC will
continue to license such information to Publisher for the term of this Agreement
on terms and conditions at least as favorable as those then being offered by QC
to any Person materially doing business in the Publisher Region.

          (b) If Open Access Termination occurs, QC will charge Publisher for
Subscriber List Information and Subscriber Delivery Information as follows:

              (i) If Open Access termination occurs prior to the end of the
         Regulatory Reimbursement Period, until the end of such period QC will
         charge Publisher for Subscriber List Information and Subscriber

                                       15


         Delivery Information the prices in effect under the List License
         Agreements at the time of Open Access Termination, provided that QC
         may, from time to time during the Regulatory Reimbursement Period,
         increase the prices by a percentage reflecting any percentage increase
         in the Consumer Price Index for all Urban Consumers published by the
         U.S. Bureau of Labor Statistics ("CPI-U"), comparing the CPI-U for the
         month in which the prices were last set to the CPI-U for the month
         immediately prior to the month in which QC elects to increase the
         prices.

              (ii) After the Regulatory Reimbursement Period, regardless of
         whether Open Access Termination occurred before or after the end of the
         Regulatory Reimbursement Period, QC will charge Publisher for
         Subscriber List Information and Subscriber Delivery Information under
         the List License Agreements at prices equal to or less than the lowest
         price then being charged by QC for such information to any Person doing
         business in the Publisher Region; provided, however, that if QC is not
         licensing Subscriber List Information and Subscriber Delivery
         Information to at least two (2) other bona fide purchasers of such
         information (other than Affiliates of QC) in the Publisher Region, the
         prices that QC charges Publisher for such information will be equal to
         the average price that other ILECs of comparable size charge for such
         information.

          3.13  Regulatory Change.
                -----------------

          (a) During the Regulatory Reimbursement Period, each Party will
provide the other Party with prompt written notice of the announcement by a
Governmental Entity of any Additional Legal Requirement that such Party believes
is reasonably likely to result in a Material Regulatory Change (a "Regulatory
Change Notice"). Notwithstanding the foregoing, Publisher's failure to provide
QC with a Regulatory Change Notice in a timely manner will not limit Publisher's
right to seek reimbursement from QC pursuant to this Section 3.13 with respect
to such Material Regulatory Change unless and to the extent that such failure
prejudices QC.

          (b) Within sixty (60) days after each anniversary of the Effective
Date during the Regulatory Reimbursement Period, Publisher may provide QC with a
written statement seeking reimbursement with respect to one or more Material
Regulatory Changes (a "Regulatory Change Reimbursement Statement"). Each
Regulatory Change Reimbursement Statement will specify in reasonable detail
(including itemization) (i) each Material Regulatory Change, (ii) the manner in
which Publisher responded to such Material Regulatory Change, (iii) a
calculation of the Regulatory Cost Increase, (iv) a calculation of the Net
Regulatory Cost Increase, and (v) a calculation of the percentage increase of
Publishers direct costs to fulfill the Publishing Obligation that such Net
Regulatory Cost Increase represents.

          (c) Publisher will exercise reasonably prudent business judgment with
respect to the manner that it responds to any Material Regulatory Change and
comply with such change as if Publisher was responsible for all compliance
costs. If after exercising such reasonable efforts there is Net Regulatory Cost
Increase, as finally determined pursuant to this Section 3.13, QC will promptly
pay to Publisher the QC Reimbursement Share.

                                       16


          (d) Within sixty (60) days of QC's receipt of a Regulatory Change
Reimbursement Statement, QC may either (i) pay the QC Reimbursement Share with
respect to such Net Regulatory Cost Increase or (ii) provide Publisher with
written notice stating its dispute with Publisher's assertion that a Material
Regulatory Change exists and/or Publishers estimate of the Net Regulatory Cost
Increase and setting forth in reasonable detail the basis therefore (a
"Regulatory Change Dispute Notice"). During such sixty (60) day period,
Publisher will provide QC with any additional information it reasonably requests
to assess such Regulatory Change Reimbursement Statement, including access to
Publisher's auditors and their work papers.

          (e) The Parties will attempt in good faith to resolve any such dispute
set forth in a Regulatory Change Dispute Notice by referring the dispute to a
senior executive officer of each of QC and Publisher for ten (10) business days
of the submission of the dispute to them. If such officers cannot resolve such
dispute within such period, then the Parties will submit the dispute to binding
resolution as follows: (i) if the dispute is with respect to whether a Material
Regulatory Change has occurred, the dispute will be submitted to arbitration
pursuant to Section 9.7 below; and (ii) if the dispute is with respect to the
amount of the Net Regulatory Cost Increase, the dispute will be submitted to a
mutually-acceptable qualified independent financial expert. If the Parties
cannot agree on an expert within a five (5) business day period following notice
from either Party of termination of discussions between the officers (as
described above), each Party will select its own expert within a further five
(5) business day period who will then together select a third qualified
independent expert. The Parties will provide such information, including written
submissions, as are reasonably requested by the expert(s). The Net Regulatory
Cost Increase that is the average of the valuations of the three experts will be
binding on the Parties. If the Parties agree on a single expert, they will
equally share such expert's fees and costs. If the Parties cannot agree on a
single expert, each Party will pay the fees and costs of the expert it selects
and equally share the fees and costs of the expert that the Parties' experts
select. The experts selected pursuant to clause (ii) above will be independent
of both Parties and their respective Affiliates and will be qualified with
respect to the LEC industry and valuation techniques.

          3.14 Publishing Order. If any Governmental Entity having jurisdiction
over QC requires QC to Publish a White Pages (and does not allow QC to delegate
such requirement to Publisher), or if such an order declares this Agreement null
and void with respect to a White Pages ("Publishing Order"), QC will Publish the
affected White Pages; provided, however, that, any White Pages that QC Publishes
to fulfill the Publishing Obligation will contain only the information required
to be in such White Pages (e.g., Primary Listings) and will not include any paid
advertising content.


                                   ARTICLE IV
                          RIGHTS AND OBLIGATIONS OF QC

          4.1 Delivery of Subscriber List Information and Subscriber Delivery
Information.

          (a) Pursuant to the List License Agreements and in accordance with
Exhibit D, QC will, consistent with past practices, diligence and care, deliver
or cause to be delivered Subscriber List Information for Subscribers in the

                                       17

Service Areas, including any and all additions to, deletions from, and changes
in such information from time to time so as to enable Publisher to Publish
Primary Directories in accordance with Publisher's publication schedule.

          (b) Pursuant to the List License Agreements and in accordance with
Exhibit D, QC will, consistent with past practices, diligence and care, deliver
or cause to be delivered Subscriber Delivery Information for Subscribers in the
Service Areas, including any and all additions to, deletions from, and changes
in such information from time to time so as to enable Publisher to deliver
Primary Directories to all such Subscribers.

          (c) QC and Publisher will use electronic means for the provision of
Subscriber List Information and Subscriber Delivery Information and will
cooperate in good faith to achieve an efficient and effective provisioning
delivery process, including having QC provide such information in a format as
Publisher may reasonably request from time to time if Publisher pays all of QC's
one-time and on-going costs to provide the information in such format on a fully
burdened cost basis plus ten percent (10%).

          (d) If QC elects to use a third party to deliver Subscriber List
Information and/or Subscriber Delivery Information to Publisher, then QC will
prepare and promptly provide to Publisher and such third party duplicate written
authorizations to facilitate such delivery and QC will clearly designate and
distinguish its information from all other information delivered by, or through
such third party, provided that QC will in any event remain liable for its
obligations hereunder. QC will also promptly resolve any problems that may arise
with respect to such third party deliveries.

          (e) QC will use commercially reasonable efforts to provide mutually
agreed upon indicators with all of QC's Subscriber List Information and QC's
Subscriber Delivery Information in a form that will ensure that such
Subscribers' listings, published advertising, and/or advertisement billings will
not be adversely impacted if a Subscriber changes its LEC.

          (f) The Parties acknowledge that Publisher requires the Subscriber
List Information provided under the List License Agreements to perform its
obligations, and enjoy its rights and privileges, under this Agreement.
Consequently, the Parties agree that if either of the List License Agreements is
terminated due to Publisher's breach thereof, QC will reinstate such List
License Agreement or enter into a new agreement on terms and conditions as set
forth in Section 3.12; provided that Publisher has identified the cause of such
breach, fully remedied such breach and established reasonable procedures to
prevent the recurrence of such breach. If Publisher assigns its rights under
this Agreement in accordance with the provisions herein, QC will enter into a
list license agreement with such successor entity on the terms and conditions
herein.

          4.2 Official Directory Publisher Designation. For the term of this
Agreement, (i) QC designates Publisher as its exclusive official publisher of
all Directory Products consisting principally of listings and classified
advertisements for Subscribers in the Publisher Region and directed primarily at
end users in the Publisher Region for the Service Areas covered by this
Agreement; and (ii) QC grants Publisher the branding rights and Publisher agrees
to the obligations and other restrictions set forth in Exhibit C. Either Party

                                       18


may elect, but will not be obligated, to disclose Publisher's official directory
publisher status in their public announcements, promotional and advertising
materials and sales contacts; provided, however, that the general nature of such
disclosure will first be reviewed and approved in writing by the other Party,
which approval will not be unreasonably withheld. QC further agrees that any
referrals it makes in response to inquiries concerning Yellow Pages advertising
from Regional Advertisers with respect to the Service Areas will be made solely
to Publisher and that QC may refer any inquiries concerning Yellow Pages
advertising from National Advertisers to Publisher concurrently with any
referral to any other directory publishing entity.


                                    ARTICLE V
                      CLAIMS, LIABILITY AND INDEMNIFICATION

          5.1 Listing Claims. Subject to Publisher's indemnification obligations
as set forth in Section 5.4(a), Claims regarding the listing of QC's Subscribers
in Publisher's Directory Products will be referred to QC. QC will use
commercially reasonable efforts to promptly investigate, defend against, and
resolve the same.

          5.2 Advertising Claims. Subject to QC's indemnification obligations as
set forth in Section 5.4(b), Claims regarding advertising in Publisher's
Directory Products will be referred to Publisher. Publisher will use
commercially reasonable efforts to promptly investigate, defend against and
resolve the same.

          5.3 Cooperation. The Parties will cooperate in good faith in their
investigation, defense, settlement and resolution of Claims arising out of any
error or omission in or of any Subscriber listing and/or advertising in the
Directory Products. In the event of a demand or complaint asserting that
Publisher and QC are jointly liable, Publisher will assume the responsibility
for and advance the cost of defending that portion of the Claim relating to any
advertising; and QC will assume the responsibility for and advance the cost of
defending that portion of the Claim relating to any of QC Subscribers' listings;
and the Parties will cooperate, share information and coordinate their efforts
in an attempt to eliminate or minimize any liability and their respective
attorneys' fees and costs. This assumption of the defense of a Claim, or portion
thereof, does not imply or create an assumption of liability for any final
settlement or judgment for such Claim, or portion thereof.

          5.4   Indemnification.
                ---------------

          (a) Subject to Section 6.5, Buyer and Publisher will jointly and
severally indemnify and hold harmless QC and its directors, officers, employees,
Affiliates, agents and assigns from and against any and all Losses directly or
indirectly based upon, arising from or resulting from (i) Publisher's failure to
perform any of its obligations under this Agreement (including Sections 3.1(a)
and 3.1(b)); (ii) any third party claims arising from any error or omission in
or of a QC Subscriber's listing or advertising in a Directory Product caused by
Publisher, its employees, agents, representatives or subcontractors and (iii)
any claims that the Directory Products or the grants that Publisher makes in
Exhibit C violate or infringe the intellectual property rights of any third
party or require the consent of any third party.

                                       19


          (b) Subject to Section 6.4, QC will indemnify and hold harmless
Publisher and its directors, officers, employees, Affiliates, agents and assigns
from and against any and all Losses directly or indirectly based upon, arising
from or resulting from (i) its failure to perform any of its obligations under
this Agreement; (ii) any third party claims arising from any error or omission
in or of a QC Subscriber's listing or advertising in a Directory Product caused
by QC, its employees, agents, representatives or subcontractors (in which case
QC will not seek indemnification from Publisher under the applicable List
License Agreement) and (iii) any claims that the grants that QC or QCII makes in
Exhibit C violate or infringe the intellectual property rights of any third
party or require the consent of any third party.

          (c) Notwithstanding Section 5.4(a), if Publisher's failure to perform,
error, omission, violation or infringement is limited in geographic scope to
either the Dexter Region or the Rodney Region, the foregoing indemnity will not
be deemed to be made jointly and severally by Buyer and Dexter Publisher and
Rodney Publisher in their joint capacity as Publisher, but instead will be
deemed made jointly and severally by Buyer and Dexter Publisher with respect to
the Dexter Region, and jointly and severally by Buyer and Rodney Publisher with
respect to the Rodney Region.

          5.5 Notice and Procedures. A Party seeking indemnification (the
"Indemnified Party") will give prompt written notice in reasonable detail (the
"Notice of Claim") to the indemnifying Party (the "Indemnifying Party") stating
the basis of any Claim for which indemnification is being sought hereunder
within thirty (30) days after its knowledge thereof; provided that the
Indemnified Party's failure to provide any such notice to the Indemnifying Party
will not relieve the Indemnifying Party of or from any of its obligations
hereunder unless and to the extent that the Indemnifying Party suffers prejudice
as a result of such failure. If the facts giving rise to such indemnification
involve an actual or threatened Claim by or against a third party:

          (a) the Parties hereto will cooperate in the prosecution or defense of
such Claim in accordance with Section 5.3 above and will furnish such records,
information and testimony and attend to such proceedings as may be reasonably
requested in connection therewith; and

          (b) the Indemnified Party will make no settlement of any Claim that
would give rise to liability on the part of the Indemnifying Party without the
latter's prior written consent that will not be unreasonably withheld or
delayed, and the Indemnifying Party will not be liable for the amount of any
settlement affected without its prior written consent.

          5.6 Time Limitation. Any Notice of Claim as provided hereunder must be
made within eighteen (18) months after the publication of the Directory Product
giving rise to such Claim.

                                       20


                                   ARTICLE VI
                                   TERMINATION

          6.1   Termination by Publisher.
                ------------------------

          (a) If QC commits a Material Default, Publisher may provide written
notice to QC specifying such Material Default in reasonable detail (a "Default
Notice"). Upon receipt of a Default Notice, QC may elect to (i) cure such
Material Default (unless such Material Default is not susceptible to cure) and
(ii) agree to indemnify Publisher pursuant to Section 5.4(b). If within ninety
(90) days of Publisher providing QC with a Default Notice QC has not cured such
Material Default (or, if not reasonably curable within such ninety (90) day
period, provided Publisher with reasonable assurances that it has diligently
commenced all actions necessary to cure such Material Default as soon as
reasonably practicable) and given Publisher written notice of its agreement to
indemnify Publisher for such Material Default Publisher may terminate this
Agreement immediately. Notwithstanding the foregoing, if QC provides Publisher
with written notice disputing the existence of a Material Default within ninety
(90) days of the delivery of the Default Notice, the Parties will attempt in
good faith to resolve such dispute and determine the appropriate remedial
action, as follows (such action, "Breach Resolution Process"): (A) the dispute
will first be referred to a senior executive officer of each of QC and Publisher
for ten (10) business days of the submission of the dispute to them; and (B) if
such officers cannot resolve any such dispute within ten (10) business days,
then the Parties will submit the dispute to binding arbitration pursuant to
Section 9.7 below. If it is then determined via binding arbitration that such
Material Default occurred and remains uncured following such binding
arbitration, Publisher may terminate this Agreement immediately thereafter.

          (b) If Publisher believes that a Terminable Regulatory Change has
occurred after the expiration of the Regulatory Reimbursement Period, it may,
within one (1) year following the occurrence of such Terminable Regulatory
Change, provide QC with written notice of its intent to terminate this
Agreement, which written notice will be effective in ninety (90) days unless QC
provides written notice to Publisher within such ninety (90) day period of its
dispute that a Terminable Regulatory Change has occurred. If QC disputes the
occurrence of a Terminable Regulatory Change, the Parties will attempt in good
faith to resolve such dispute and determine the appropriate remedial action, as
follows: (A) the dispute will first be referred to a senior executive officer of
each of QC and Publisher for ten (10) business days of the submission of the
dispute to them; and (B) if such officers cannot resolve any such dispute within
ten (10) business days, then the Parties will submit the dispute to binding
arbitration pursuant to Section 9.7 below. If it is then determined via binding
arbitration that a Terminable Regulatory Change has been implemented after the
expiration of the Regulatory Reimbursement Period, Publisher may terminate this
Agreement immediately thereafter.

          (c) If QC (i) breaches Section 3.10(c) of this Agreement or (ii)
commits a Material Default with respect to any Service Area as opposed to the
Agreement taken as a whole (each of clauses (i) and (ii) a "Service Area
Default"), Publisher may provide written notice to QC specifying such Service
Area Default in reasonable detail (a "Service Area Default Notice"). Upon
receipt of a Service Area Default Notice, QC may elect to (A) cure the Service
Area Default (unless such Service Area Default is not susceptible to cure) and
(B) agree to indemnify Publisher pursuant to Section 5.4(b). If within ninety

                                       21


(90) days of Publisher providing QC with a Service Area Default Notice QC has
not cured such Service Area Default (or, if not reasonably curable within such
ninety (90) day period, provided Publisher with reasonable assurances that it
has diligently commenced all actions necessary to cure such Service Area Default
as soon as reasonably practicable) and given Publisher written notice of its
agreement to indemnify Publisher for such Service Area Default, Publisher may
terminate this Agreement with respect to Service Area(s) that are the subject of
such Service Area Default. Notwithstanding the foregoing, if QC provides
Publisher with written notice disputing the existence of a Service Area Default
within ninety (90) days of the delivery of a Service Area Default Notice, the
Parties will attempt in good faith to resolve such dispute and determine the
appropriate remedial action pursuant to a Breach Resolution Process. If it is
then determined via binding arbitration that a Service Area Default occurred and
remains uncured following such binding arbitration, Publisher may terminate
immediately this Agreement with respect to the Service Area(s) that are the
subject of such Service Area Default.

          6.2   Termination by QC.
                -----------------

          (a) If Publisher commits a Material Default, QC may provide Publisher
with a Default Notice. Upon receipt of a Default Notice, Publisher may elect to
(i) cure such Material Default (unless such Material Default is not susceptible
to cure) and (ii) agree to indemnify QC pursuant to Section 5.4(a). If within
ninety (90) days of QC providing Publisher with a Default Notice Publisher has
not cured such Material Default (or, if not reasonably curable within such
ninety (90) day period, provided QC with reasonable assurances that it has
diligently commenced all actions necessary to cure such Material Default as soon
as reasonably practicable) and given QC written notice of its agreement to
indemnify QC for such Material Default, QC may terminate this Agreement
(including Publisher's official directory publisher status) immediately.
Notwithstanding the foregoing, if Publisher provides QC with written notice
disputing the existence of a Material Default within ninety (90) days of the
delivery of the Default Notice, the Parties will attempt in good faith to
resolve such dispute and determine the appropriate remedial action pursuant to a
Breach Resolution Process. If it is then determined via binding arbitration that
a Material Default occurred and remains uncured following such binding
arbitration, QC may terminate this Agreement (including Publisher's official
directory publisher status) immediately thereafter.

          (b) If Publisher breaches this Agreement in a manner that results in a
material and continuing failure to discharge the Publishing Obligation with
respect to any Primary Directory (a "Primary Directory Default"), QC may provide
written notice to Publisher specifying such Primary Directory Default in
reasonable detail (a "Directory Default Notice"). Upon receipt of a Directory
Default Notice, Publisher may elect to (i) cure the Primary Directory Default
(unless such Primary Directory Default is not susceptible to cure) and (ii)
agree to indemnify QC pursuant to Section 5.4(a). If within ninety (90) days of
QC providing Publisher with a Directory Default Notice Publisher has not cured
such Primary Directory Default (or, if not reasonably curable within such ninety
(90) day period, provided QC with reasonable assurances that it has diligently
commenced all actions necessary to cure such Primary Directory Default as soon
as reasonably practicable) and given QC written notice of its agreement to
indemnify QC for such Primary Directory Default, QC may terminate this Agreement
(including Publisher's official directory publisher status) with respect to the
Service Area covered by the affected Primary Directory immediately.
Notwithstanding the foregoing, if Publisher provides QC with written notice

                                       22


disputing the existence of a Primary Directory Default within ninety (90) days
of the delivery of the Directory Default Notice, the Parties will attempt in
good faith to resolve such dispute and determine the appropriate remedial action
pursuant to a Breach Resolution Process. If it is then determined via binding
arbitration that a Primary Directory Default occurred and remains uncured
following such binding arbitration, QC may terminate this Agreement (including
Publisher's official directory publisher status) immediately with respect to the
Service Area covered by the affected Primary Directory.

          (c) QC may terminate this Agreement (including Publisher's official
directory publisher status) immediately if QC has terminated this Agreement
pursuant to Section 6.2(b) above with respect to twenty percent (20%) of QC
Subscribers in the Service Areas, such percentage determined by using a
numerator of the total number of QC Subscribers in the Service Areas terminated
by QC pursuant to Section 6.2(b) above and a denominator of the total number of
QC Subscribers in the Service Areas that would have been subject to this
Agreement had QC not elected to terminate any such Service Areas pursuant to
Section 6.2(b) above.

          (d) If Publisher or any of its subsidiaries (i) engages in the
marketing, sale or distribution of any telecommunications, internet
connectivity, wireless communications or other comparable or successor telephony
or data products or services ("Telecommunication Services") in the Qwest Region,
(ii) acts as a sales agent for any Person with respect to the marketing, sale or
distribution of Telecommunications Services (other than QC or its Affiliates) in
the Qwest Region, or (iii) enters into a joint venture, strategic alliance,
product bundling, revenue sharing or similar arrangement with any Person (other
than QC or its Affiliates) pursuant to which such Person's Telecommunications
Services are offered, marketed, sold or priced or otherwise provided in
connection with Publisher's Directory Products in the Qwest Region (each of
clauses (i), (ii) and (iii), a "Restricted Activity Default"), QC may provide
written notice to Publisher specifying such Restricted Activity Default in
reasonable detail (an "Activity Default Notice"). For avoidance of doubt, the
Parties acknowledge that it will not constitute a Restricted Activity Default if
the owner or other Affiliate of Publisher is a provider of Telecommunications
Services, so long as the activities set forth in clauses (i), (ii) and (iii) of
the preceding sentence are not occurring with respect to Publisher's Directory
Products. Upon receipt of an Activity Default Notice, Publisher may elect to (A)
discontinue or terminate the activity, agreement or arrangement specified in
such Activity Default Notice (the "Specified Restricted Activity") and (B) agree
to indemnify QC pursuant to Section 5.4(a). If within ninety (90) days of QC
providing Publisher with an Activity Default Notice Publisher has not
discontinued or terminated the Specified Restricted Activity (or, if the
Specified Restricted Activity cannot reasonably be terminated or discontinued
within such ninety (90) day period, provided QC with reasonable assurances that
it has diligently commenced all actions necessary to discontinue or terminate
such Specified Restricted Activity as soon as reasonably practicable) and given
QC written notice of its agreement to indemnify QC for such Restricted Activity
Default, QC may terminate this Agreement (including Publisher's official
directory publisher status) with respect to the Service Area in which the
Specified Restricted Activity occurred. Notwithstanding the foregoing, if
Publisher provides QC with written notice disputing the existence of a
Restricted Activity Default within ninety (90) days of the delivery of the
Activity Default Notice, the Parties will attempt in good faith to resolve such
dispute and determine the appropriate remedial action pursuant to a Breach
Resolution Process. If it is then determined via binding arbitration that a
Restricted Activity Default occurred and remains uncured following such binding
arbitration, QC may terminate this Agreement (including Publisher's official

                                       23


directory publisher status) immediately with respect to the Service Area in
which the Specified Restricted Activity occurred. Notwithstanding the foregoing,
this Section 6.2(d) will not apply to any Person to whom Publisher has assigned
this Agreement (whether with respect to a particular Service Area or Service
Areas or the entire Publisher Region) in compliance with subsection (ii) or (iv)
of Section 9.6.

          (e) For purposes of clarification, the Parties acknowledge that
nothing in Section 6.2(d) is intended to restrict Publisher's ability to
continue to offer (consistent with Dex's past practices) web hosting services to
small business customers or its "Call Management Services" product or any
similar product or service designed and implemented principally to measure the
usage and effectiveness of advertisements in Publisher's Directory Products.

          6.3   Transition upon Termination.
                ---------------------------

          (a) If this Agreement terminates pursuant to Section 6.1(a), the
Parties will cooperate in good faith to transition the Publishing Obligation to
such Person or Persons that QC desires as soon as reasonably practicable and to
ensure that the Publishing Obligation is discharged until such transition is
complete, with QC bearing all direct costs and expenses related to such
transitioning of the Publishing Obligation (e.g., data migration and third party
consents) ("Transition Costs"); provided that in no event will such transition
last more than fifteen (15) months from the date of termination.

          (b) If Publisher terminates this Agreement with respect to any Service
Area pursuant to Section 6.1(c), the Parties will cooperate in good faith to
transition the Publishing Obligation with respect to such Service Area to such
Person or Persons that QC desires as soon as reasonably practicable and to
ensure that the Publishing Obligation is discharged until such transition is
complete, with QC bearing all Transition Costs; provided that in no event will
such transition last more than fifteen (15) months from the date of termination
with respect to such Service Area.

          (c) If this Agreement terminates pursuant to Section 6.1(b), Section
6.2(a) or Section 6.2(c), the Parties will cooperate in good faith to transition
the Publishing Obligation to such Person or Persons that QC desires as soon as
reasonably practicable and to ensure that the Publishing Obligation is
discharged until such transition is complete, with Publisher bearing all
Transition Costs; provided that in no event will such transition last more than
fifteen (15) months from the date of termination.

          (d) If QC terminates this Agreement with respect to any Service Area
pursuant to Section 6.2(b) or Section 6.2(d), the Parties will cooperate in good
faith to transition the Publishing Obligation with respect to such Service Area
to such Person or Persons that QC desires as soon as reasonably practicable and
to ensure that the Publishing Obligation is discharged until such transition is
complete, with Publisher bearing all Transition Costs; provided that in no event
will such transition last more than fifteen (15) months from the date of
termination with respect to such Service Area.

                                       24


          (e) Nothing contained in this Section 6.3 will be a deemed a waiver or
release of any rights or remedies that a Party may have on account of any
termination of this Agreement (whether in its entirety or only with respect to a
particular Service Area or Service Areas), including its rights to Publisher
Liquidated Damages, Service Area Default Liquidated Damages or QC Liquidated
Damages.

          6.4 Publisher's Liquidated Damages.
              ------------------------------

          (a) Publisher's Liquidated Damages. The Parties acknowledge and agree
that:

              (i) Publisher would not have entered into the LLC Purchase
     Agreement and the LLC II Purchase Agreement, if QC had not simultaneously
     agreed to be bound by this Agreement and the Non-Competition Agreement and
     that QC's performance of this Agreement and the Non-Competition Agreement
     form a significant part of the benefit that Publisher intends to realize in
     entering into the LLC Purchase Agreement and the LLC II Purchase Agreement;

              (ii) the amount of damages (including direct, indirect and
     consequential) that Publisher would incur as upon a termination of this
     Agreement by Publisher pursuant to Section 6.1(a) (a "QC Default
     Termination") would be substantial and significant, and would likely
     include, among other things, significant lost profits and opportunity
     costs; and

              (iii) because there are many variables that could affect the
     amount of such damages, quantifying the amount of such damages would be
     impossible at this time.

Therefore, in order to reasonably approximate the probable damages to
Publisher stemming from a QC Default Termination and to provide certainty to
the Parties with respect to such damages, each of the Parties agrees that, in
the event of (i) a QC Default Termination or (ii) any formal repudiation or
rejection of this Agreement by QC (except, in any of the foregoing cases, to
the extent that this Agreement has been terminated or is in the process of
being terminated pursuant to Section 6.2), Publisher will be entitled to
receive a payment from QC (the "Publisher Liquidated Damages") equal to the
following amount:  (A) prior to the Second Closing or following the
termination of the LLC II Purchase Agreement, thirty percent (30%) of the
Closing Purchase Price set forth in the LLC Purchase Agreement (as adjusted
by any post-closing adjustment pursuant to the LLC Purchase Agreement) less
the amounts, if any, paid to Publisher by or on behalf of QC pursuant to
Section 6.4(b); or (B) following the Second Closing, thirty percent (30%) of
the sum of the Closing Purchase Price set forth in each of the LLC Purchase
Agreement and the LLC II Purchase Agreement (as adjusted by any post-closing
adjustment pursuant to the LLC Purchase Agreement and LLC II Purchase
Agreement) less the aggregate amount, if any, paid to Publisher by or on
behalf of QC pursuant to Section 6.4(b).

          (b) Service Area Default Liquidated Damages. In order to reasonably
approximate the probable damages to Publisher stemming from a termination of
this Agreement by Publisher with respect to one or more Service Areas pursuant
to Section 6.1(c) (a "Service Area Default Termination"), each of the Parties
agree that, in the event of a Service Area Default Termination with respect to
the Service Area(s) that are the subject of a Service Area

                                       25


Default, Publisher will be entitled to receive a payment from QC (the "Service
Area Default Liquidated Damages") equal to the following amount: the product of
(i) a fraction, the numerator of which is the population in the Service Area(s)
reflected in the most recently completed United States Census, and the
denominator of which is the population in the Publisher Region as so reflected,
times (ii) thirty percent (30%) of (A) the Closing Purchase Price set forth in
the LLC Purchase Agreement (as adjusted by any post-closing adjustment pursuant
thereto) if the Service Area Default occurs prior to the Second Closing or
following the termination of the LLC II Purchase Agreement or (B) the sum of the
Closing Purchase Price set forth in each of the LLC Purchase Agreement and the
LLC II Purchase Agreement (each as adjusted by any post-closing adjustment
pursuant thereto) if the Service Area Default occurs following the Second
Closing.

          (c) Additional Acknowledgements. Each Party acknowledges and agrees
that:

              (i) as set forth in subsections (a) and (b) above, the Publisher
     Liquidated Damages and the Service Area Default Liquidated Damages are
     intended to be a reasonable measure of the anticipated probable harm
     resulting from, respectively, a QC Default Termination and a Service Area
     Default Termination;

              (ii) the Parties acknowledge that the damages actually incurred by
     Publisher (including actual, direct, indirect, consequential, special and
     other damages) might exceed or be less than the amount of the Publisher
     Liquidated Damages or the Service Area Default Liquidated Damages, as
     applicable;

              (iii) neither the Publisher Liquidated Damages nor the Service
     Area Default Liquidated Damages is a penalty of any kind; and

              (iv) the Publisher Liquidated Damages and the Service Area Default
     Liquidated Damages were negotiated at arms-length between parties of equal
     bargaining power, both of which were represented by competent counsel.

          (d) Waiver. QC hereby waives, to the extent permitted by applicable
law, any defense as to the validity of, respectively, the Publisher Liquidated
Damages and the Service Area Default Liquidated Damages in this Agreement and
the Non-Competition Agreement on the grounds that such Publisher Liquidated
Damages or Service Area Default Liquidated Damages are void as penalties.

          (e) In Lieu of Actual Damages. Each Party agrees that the Publisher
Liquidated Damages and the Service Area Default Liquidated Damages will be lieu
of actual, direct, indirect, consequential, special or other damages for,
respectively, a QC Default Termination and a Service Area Default Termination
and the collection of such Publisher Liquidated Damages or Service Area Default
Liquidated Damages, as applicable, is the sole remedy of Publisher in the event
of a QC Default Termination or Service Area Default Termination.

          (f) In Lieu of Liquidated Damages Under Non-Competition Agreement. The
Parties agree that the Publisher Liquidated Damages and Service Area Default
Liquidated Damages provided in this Agreement may only be exercised by Publisher

                                       26


in lieu of, and not in addition to, the liquidated damages provisions contained
in the Non-Competition Agreement and that such remedies are exclusive of and not
cumulative with one another. Under no circumstances will Publisher be entitled
to receive Publisher Liquidated Damages or Service Area Default Liquidated
Damages, as applicable, under both this Agreement and the Non-Competition
Agreement nor will Publisher be entitled to receive Publisher Liquidated Damages
on more than one occasion or Service Area Default Liquidated Damages more than
one time with respect to the same Service Area.

          (g) Enforceability. Notwithstanding (d) above, if any portion of this
Section 6.4 is held to be unenforceable for any reason, it will be adjusted
rather than voided, if possible, to achieve the intent of the Parties. All other
provisions of this Section 6.4 will be deemed valid and enforceable to the
extent possible. Moreover, if this Section 6.4 is deemed unenforceable, QC
acknowledges that Publisher has in no way waived a right or claim to receive
damages resulting from a QC Default Termination or a Service Area Default
Termination, as applicable; provided, however, that Publisher will not be
entitled to receive damages in the aggregate in excess of the Publisher
Liquidated Damages or Service Area Default Liquidated Damages, as applicable, to
which Publisher would have been entitled had the provisions of this Section 6.4
been fully enforced.

          6.5   QC's Liquidated Damages.
                -----------------------

          (a) QC's Liquidated Damages. The Parties acknowledge and agree that:

              (i) QC would not have entered into the LLC Purchase Agreement and
     the LLC II Purchase Agreement, if Publisher had not simultaneously agreed
     to be bound by this Agreement and the Non-Competition Agreement and that
     Publisher's performance of this Agreement and the Non-Competition Agreement
     form a significant part of the benefit that QC intends to realize in
     entering into the LLC Purchase Agreement and the LLC II Purchase Agreement;

              (ii) the amount of damages (including direct, indirect and
     consequential) that QC would incur upon a termination of this Agreement by
     QC pursuant to Section 6.2(b) with respect to one or more Service Areas (a
     "Publisher Default Termination") would be substantial and significant, and
     would include, among other things, the costs of transitioning the
     Publishing Obligation to another Person; and

              (iii) because there are many variables that could affect the
     amount of such damages, quantifying the amount of such damages would be
     impossible at this time.

Therefore, in order to reasonably approximate the probable damages to QC
stemming from a Publisher Default Termination and to provide certainty to the
Parties with respect to such damages, each of the Parties agrees that,
subject to Section 5.4(c), in the event of (i) a Publisher Default
Termination or (ii) any formal repudiation or rejection of this Agreement by
Publisher (except, in any of the foregoing cases, to the extent that this
Agreement has been terminated or is in the process of being terminated
pursuant to Section 6.1), QC will be entitled to receive a payment from
Publisher (the "QC Liquidated Damages") equal to the following amount:  one

                                       27


hundred twenty-five percent (125%) of the net present value of the
anticipated costs to QC, through the remaining term of this Agreement, to
transition from Publisher and perform, or cause another Person to perform,
the Publishing Obligation.

          (b) Additional Acknowledgements. Each Party acknowledges and agrees
that:

              (i) as set forth in subsections (a) and (b) above, the QC
     Liquidated Damages are intended to be a reasonable measure of the
     anticipated probable harm resulting from a Publisher Default Termination;

              (ii) the Parties acknowledge that the damages actually incurred by
     QC (including actual, direct, indirect, consequential, special and other
     damages) might exceed or be less than the amount of the QC Liquidated
     Damages;

              (iii) the QC Liquidated Damages is not a penalty of any kind; and

              (iv) the QC Liquidated Damages were negotiated at arms-length
     between parties of equal bargaining power, both of which were represented
     by competent counsel.

          (c) Waiver. Publisher hereby waives, to the extent permitted by
applicable law, any defense as to the validity of the QC Liquidated Damages on
the grounds that the QC Liquidated Damages are void as penalties.

          (d) In Lieu of Actual Damages. Each Party agrees that the QC
Liquidated Damages will be lieu of actual, direct, indirect, consequential,
special or other damages for, respectively, a Publisher Default Termination and
the collection of such QC Liquidated Damages is the sole remedy of QC in the
event of a Publisher Default Termination except as expressly provided in this
Agreement (e.g., pursuant to Section 6.2).

          (e) Enforceability. Notwithstanding (d) above, if any portion of this
Section 6.5 is held to be unenforceable for any reason, it will be adjusted
rather than voided, if possible, to achieve the intent of the Parties. All other
provisions of this Section 6.5 will be deemed valid and enforceable to the
extent possible. Moreover, if this Section 6.5 is deemed unenforceable,
Publisher acknowledges that QC has in no way waived a right or claim to receive
damages resulting from a Publisher Default Termination; provided, however, that
QC will not be entitled to receive damages in the aggregate in excess of the QC
Liquidated Damages to which QC would have been entitled had the provisions of
this Section 6.5 been fully enforced.

          6.6 Termination Without Prejudice. No Party will be subject to damages
or have any other liability to another solely as a result of such Party's
terminating this Agreement in accordance with its terms, and, except as provided
in Section 6.4 or Section 6.5, any such termination of this Agreement by a Party
will be without prejudice to any other right or remedy of such Party under this
Agreement or applicable law.

                                       28


                                  ARTICLE VII
                     OTHER DEFAULTS; LIMITATION OF LIABILITY

          7.1 Other Defaults. If a Party commits an Other Default, the
non-defaulting Party may provide written notice to the defaulting Party
specifying such Other Default in reasonable detail (an "Other Default Notice").
Upon receipt of an Other Default Notice, the defaulting Party may elect to (i)
cure such Other Default (unless such Other Default is not susceptible to cure)
and (ii) agree to indemnify the non-defaulting Party pursuant to Section 5.4. If
within thirty (30) days of the defaulting Party providing the non-defaulting
Party with an Other Default Notice the non-default Party has not cured such
Other Default (or, if not reasonably curable within such thirty (30) day period,
provided the non-defaulting Party with reasonable assurances that it has
diligently commenced all actions necessary to cure such Other Default as soon as
reasonably practicable) and given the non-defaulting party written notice of its
agreement to indemnify the non-defaulting Party for Such Other Default, the
non-defaulting Party may pursue any remedy available to in pursuant to Section
9.7. Notwithstanding the foregoing, if the defaulting Party provides the
non-defaulting Party with written notice disputing the existence of an Other
Default within thirty (30) days of the delivery of the Other Default Notice, the
Parties will attempt in good faith to resolve such dispute and determine the
appropriate remedial action pursuant to a Breach Resolution Process.

          7.2 Limitation of Liability. Subject to Section 6.4 and Section 6.5,
neither Party, or its Affiliates, will be liable to the other Party, or its
Affiliates, for any damages other than direct damages, except in the case of
fraud or willful misconduct. Each Party agrees that it is not entitled to
recover and agrees to waive any claim with respect to, and will not seek,
consequential, punitive or any other special damages as to any matter under,
relating to or arising out of the transactions contemplated by this Agreement,
except with respect to such claims and damages arising directly out of a Party's
fraud or willful misconduct.

          7.3 Determination of Other Default Through Arbitration. If in an
arbitration proceeding commenced pursuant to Section 9.7, it is determined that
a purported Material Default, Service Area Default, Primary Directory Default or
Restricted Activity Default is in actuality an Other Default, the non-defaulting
Party will be entitled to seek adjudication of such Other Default pursuant to
Section 9.7 without complying with the requirements of Section 7.1.

                                  ARTICLE VIII
                               EXCUSED PERFORMANCE

          8.1 General Force Majeure. Neither Party will be in default under this
Agreement or liable for any nonperformance that is caused by any occurrence or
circumstance beyond such Party's reasonable control (including epidemic, riot,
unavailability of resources due to national defense priorities, war, armed
hostilities, strike, walkouts, civil disobedience, embargo, fire, flood,
drought, storm, pestilence, lightning, explosion, power blackout, earthquake,
volcanic eruption or any act, order or requirement of a regulatory body (but
without limiting the Parties respective rights and obligations under Sections
3.1(d) and 3.13), court or legislature, civil or military authority, foreseeable
or unforeseeable act of God, act of a public enemy, act of terrorism, act of
sabotage, act or omission of carriers, or other natural catastrophe or civil

                                       29


disturbance) during the period and to the extent that such extraordinary
condition delays, impairs or prevents such Party's performance.

          8.2 Obligations with Respect to Regulatory Requirements. With respect
to any act, order or requirement of a Governmental Entity that would reasonably
be expected to delay, impair or prevent a Party's performance such that it would
fall into the scope of Section 8.1, each Party agrees that: (i) it will not
propose, solicit or otherwise encourage any such act, order or requirement; and
(ii) if any applicable Governmental Entity proposes any such act, order or
requirement, such Party will, in good faith and using commercially reasonable
efforts (A) object to and attempt to prevent the implementation of any such
proposal and (B) involve and solicit advice from the other Party regarding how
to respond to any such proposal.

                                   ARTICLE IX
                                  MISCELLANEOUS

          9.1 Confidentiality. Each of the Parties agrees that all non-public,
confidential information received from the other party is deemed received
pursuant to the Confidentiality Agreement, and each Party will, and will cause
its representatives (as defined in the Confidentiality Agreement) to, comply
with the provisions of the Confidentiality Agreement with respect to such
information, and the provisions of the Confidentiality Agreement are hereby
incorporated by reference with the same effect as if fully set forth herein. The
obligations contained in this Section 9.1 will survive the termination or
expiration of this Agreement for a period of one (1) year.

          9.2 Further Assurances. Each Party will take such other actions as the
other Party may reasonably request or as may be necessary or appropriate to
consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.

          9.3 No Agency; Right to Subcontract.

          (a) Nothing in this Agreement or in any other document related to this
transaction, and no action of or inaction by either of the Parties hereto will
be deemed or construed to constitute an agency relationship between the Parties
hereto. Each Party is acting independently of the other and neither Party has
the authority to act on behalf of or bind the other.

          (b) Notwithstanding anything to the contrary contained herein,
Publisher will be permitted, at any time and from time to time, to carry out or
otherwise fulfill its Publishing Obligations hereunder through one or more
agents, subcontractors or other representatives, each engaged with due care and
required to be experienced, capable and of similar quality as Publisher,
provided that in any event Publisher will remain liable for such obligations
hereunder. Notwithstanding the foregoing, Publisher will not have the right to
sublicense any marks or other intellectual property granted under this
Agreement.

          9.4 Governing Laws. This Agreement and the legal relations between the
Parties will be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and performed in such State and

                                       30


without regard to conflicts of law doctrines unless certain matters are
preempted by federal law.

          9.5 Amendments; Waivers. Except as expressly provided herein, this
Agreement and any attached Exhibit may be amended only by agreement in writing
of the Parties. No waiver of any provision nor consent to any exception to the
terms of this Agreement or any agreement contemplated hereby will be effective
unless in writing and signed by both Parties and then only to the specific
purpose, extent and instance so provided. No failure on the part of either Party
to exercise or delay in exercising any right hereunder will be deemed a waiver
thereof, nor will any single or partial exercise preclude any further or other
exercise of such or any other right.

          9.6 No Assignment. Neither this Agreement nor any rights or
obligations hereunder are assignable by one Party without the express prior
written consent of the other Party; provided, however, that: (i) either Party
may assign this Agreement upon written notice to the other Party to any of its
Affiliates without the consent of the other Party if the assigning Party
requires such Affiliate to agree in writing to assume this Agreement and the
Non-Competition Agreement on substantially similar terms as are then in effect
under the applicable Commercial Agreements and the assigning Party remains
liable for its obligations hereunder; (ii) a Change of Control of either Party
hereto will not be deemed to be an assignment of this Agreement, provided that
if the relevant Party is no longer directly bound as a party to this Agreement
(e.g., because the Change of Control is a sale or transfer of assets or is the
result of a transaction pursuant to which the successor, surviving or acquiring
entity does not automatically succeed to the obligations of such Party by
operation of law), the successor, surviving or acquiring entity is required to
agree in writing (whether as part of the acquisition agreement that provides for
the other Party to be a third party beneficiary or in a separate agreement) to
assume this Agreement, except as set forth in the last sentence of Section
6.2(d), and the Non-Competition Agreement on substantially similar terms as are
then in effect under the applicable Commercial Agreements; (iii) Publisher may
assign this Agreement and the rights and obligations under it to its lenders for
collateral security purposes, so long as Publisher remains liable for its
obligations hereunder; and (iv) Publisher may assign this Agreement as to the
Primary Directories with respect to a particular Service Area(s) to any Person
(other than an Affiliate of Publisher) upon written notice to QC so long as
Publisher will require the acquiring Person to agree in writing (whether as part
of the acquisition agreement with Publisher that provides for QC to be a third
party beneficiary or in a separate agreement) to assume this Agreement, except
as set forth in the last sentence of Section 6.2(d), and the Non-Competition
Agreement to the extent of the relevant Service Area(s) (i.e., that all
references to the Publisher Region will mean the relevant Service Area(s)) on
substantially similar terms as are then in effect under the applicable
Commercial Agreements, with respect to such Service Area(s), and Publisher will
have no rights or obligations under this Agreement with respect to such Service
Area(s).

          9.7 Alternative Dispute Resolution. Any dispute, controversy or claim
arising under or related to this Agreement, regardless of the legal theory upon
which it is based, will be settled by final, binding arbitration pursuant to the
Federal Arbitration Act, 9 U.S.C. ss.. 1 et seq., in accordance with the
American Arbitration Association Commercial Arbitration Rules. Nothing herein
will, however, prohibit a Party from seeking temporary or preliminary injunctive
relief in a court of competent jurisdiction. In any arbitration, the number of

                                       31


arbitrators will be three, QC, on the one hand, and Publisher, on the other
hand, each having the right to appoint one arbitrator, who will together appoint
a third neutral arbitrator within thirty (30) days after the appointment of the
last Party-designated arbitrator. All arbitration proceedings will take place in
Denver, Colorado. The arbitrators will be entitled to award monetary and
equitable relief, including specific performance and other injunctive relief;
provided, however, that only damages allowed pursuant to this Agreement may be
awarded (including Publisher Liquidated Damages, Service Area Default Liquidated
Damages and QC Liquidated Damages but otherwise excluding consequential,
punitive or other special damages pursuant to Section 7.2). Except as otherwise
expressly provided in this Section 9.7, each Party will bear the expenses of its
own counsel and will jointly bear the expenses of the arbitrators. The
arbitrators will allocate the remaining costs of the arbitration proceeding. The
Parties agree that the arbitrators will include, as an item of damages, the
costs of arbitration, including reasonable legal fees and expenses, incurred by
the prevailing party if the arbitrators determine that either (i) the
non-prevailing party did not act in good faith when disputing its liability
hereunder to the prevailing party or when initiating a claim against the
prevailing party, or (ii) the prevailing party has had to resort to arbitration
with respect to a substantially similar claim (whether or not with respect to
the same Service Area) more than twice in any thirty-six (36) month period.
Should it become necessary to resort or respond to court proceedings to enforce
a Party's compliance with this Section 9.7, such proceedings will be brought
only in the federal or state courts located in the State and County of New York,
which will have exclusive jurisdiction to resolve any disputes with respect to
this Agreement, with each Party irrevocably consenting to the jurisdiction
thereof. If the court directs or otherwise requires compliance herewith, then
all costs and expenses, including reasonable attorneys' fees incurred by the
Party requesting such compliance, will be reimbursed by the non-complying Party
to the requesting Party.

          9.8 Notices. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given: (i) immediately when personally
delivered; (ii) when received by first class mail, return receipt requested;
(iii) one day after being sent by Federal Express or other overnight delivery
service; or (iv) when receipt is acknowledged, either electronically or
otherwise, if sent by facsimile, telecopy or other electronic transmission
device. Notices, demands and communications to Publisher and QC will, unless
another address is specified by Publisher or QC hereafter in writing, be sent to
the address indicated below:

      If to Publisher, addressed to:

      Dex Media East LLC
      198 Inverness Drive West, Eighth Floor
      Englewood, Colorado
      Attention:  Chief Executive Officer
      Fax:  (303) 784-1964

      AND

                                       32


      Dex Holdings LLC
      c/o The Carlyle Group
      520 Madison Avenue
      41st Floor
      New York, New York 10022
      Attention:  James A. Attwood, Jr.
      Fax:  (212) 381-4901

      With a copy to (which will not constitute notice):

      Welsh, Carson, Anderson & Stowe
      320 Park Avenue
      Suite 2500
      New York, New York 10022
      Attention: Anthony J. de Nicola
      Fax: (212) 893-9548

      AND

      Latham & Watkins
      885 Third Avenue, Suite 1000
      New York, New York  10022
      Attention:  R. Ronald Hopkinson, Esq.
      Fax:  (212) 751-4864


      If to QC, addressed to:

      Qwest Corporation
      1801 California Street
      Denver, Colorado 80202
      Attention:  General Counsel
      Fax:  (303) 296-5974

      AND

      Qwest Communications International Inc.
      1801 California Street
      Denver, Colorado 80202
      Attention:  General Counsel
      Fax:  (303) 296-5974

                                       33


      With a copy to (which will not constitute notice):

      O'Melveny & Myers LLP
      1999 Avenue of the Stars, Suite 700
      Los Angeles, California 90067
      Attention:  Steven L. Grossman, Esq.
      Fax:   (310) 246-6779

          9.9 Entire Agreement. This Agreement, including any exhibits attached
hereto, and the Commercial Agreements constitute the entire agreement between
the Parties pertaining to the subject matter hereof and supersedes all prior
agreements and understandings of the Parties in connection therewith.

          9.10 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, to achieve the intent of the Parties. All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.

          9.11 Headings. The descriptive headings of the Articles, Sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.

          9.12 Counterparts. This Agreement and any amendment hereto or any
other agreement delivered pursuant hereto may be executed in one or more
counterparts and by different Parties in separate counterparts. All counterparts
will constitute one and the same agreement and will become effective when one or
more counterparts have been signed by each Party and delivered to the other
Party.

          9.13 Successors and Assigns; No Third Party Beneficiaries. This
Agreement is binding upon and will inure to the benefit of each Party and their
respective successors or assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person or Governmental Entity any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.

          9.14 Interpretation. The Parties each acknowledge that it has been
represented by counsel in connection with this Agreement. Accordingly, any rule
of law or any legal decision that would require interpretation of any claimed
ambiguities in this Agreement against the Party that drafted it has no
application and is expressly waived. The provisions of this Agreement will be
interpreted in a reasonable manner to effect the intent of the Parties. In the
event of an inconsistency between the provisions of this Agreement and the
provisions of the List License Agreements, the provisions of this Agreement will
be controlling.

                                       34



      IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
duty executed for and on its behalf as of the day and year first above
written.

                        QWEST CORPORATION


                        By:  /s/ Yash A. Rana
                           ------------------------------------
                        Name:  Yash A. Rana
                        Title: Vice President



                        SGN LLC
                        By:  QWEST DEX, INC., its sole member

                        By:  /s/ George Burnett
                           ------------------------------------
                        Name:  George Burnett
                        Title: President




                        GPP LLC
                        By:  QWEST DEX, INC., its sole member

                        By:  /s/ George Burnett
                           ------------------------------------
                        Name:  George Burnett
                        Title: President


                        DEX HOLDINGS LLC


                        By:  /s/ James A. Attwood, Jr.
                           ------------------------------------
                        Name:  James A. Attwood, Jr.
                        Title: Managing Director


                                       S-1

EX-99

                                                                    Exhibit 99.3
                                                                    ------------

                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT


      This Non-Competition and Non-Solicitation Agreement (this "Agreement")
is entered into as of November 8, 2002 (the "Effective Date") by and between
SGN LLC, a Delaware limited liability company ("Dexter Publisher"), GPP LLC,
a Delaware limited liability company ("Rodney Publisher"), and Dex Holdings
LLC, a Delaware limited liability company ("Buyer" and together with Dexter
Publisher and Rodney Publisher, the "Buyer Parties"), on the one hand, and
Qwest Corporation, a Colorado corporation ("QC"), Qwest Communications
International Inc., a Delaware corporation ("QCII"), and Qwest Dex, Inc., a
Colorado corporation ("Dex" and, collectively with QC and QCII, the "Qwest
Parties"), on the other hand.  Capitalized terms not otherwise defined herein
will have the meanings assigned to such terms in Article 1.

                                   RECITALS


      A.    Dex, QCII, Qwest Services Corporation ("QSC") and Buyer have
entered into that certain Purchase Agreement dated as of August 19, 2002 (the
"LLC Purchase Agreement"), pursuant to which Dex has agreed, subject to the
terms and conditions set forth therein, to: (i) contribute certain of its
assets and liabilities to Dexter Publisher; and (ii) sell all of the
outstanding limited liability company interests of Dexter Publisher to Buyer
following such contribution.

      B.    In connection with the LLC Purchase Agreement, Dex, QCII, QSC and
Buyer entered into that certain Purchase Agreement, dated of even date
therewith (the "LLC II Purchase Agreement"), pursuant to which Dex has
agreed, subject to the terms and conditions set forth therein, to:
(i) contribute certain of its assets and liabilities to Rodney Publisher; and
(ii) sell all of the outstanding limited liability company interests of
Rodney Publisher to Buyer following such contribution.

      C.    Sections 7.2(g) and 7.3(f) of the LLC Purchase Agreement provide
that the obligations of Dex, QSC, QCII and Buyer to consummate the First
Closing are subject, among other things, to the execution and delivery of
this Agreement.

      D.    Concurrently with executing this Agreement, Publisher and QC are
executing the Publishing Agreement, pursuant to which QC is, among other
things, designating Publisher as its exclusive official publisher of
Directory Products within certain of its Service Areas, subject to the terms
and conditions set forth therein.

      E.    The parties have agreed to establish certain non-competition and
non-solicitation covenants, as more fully described in this Agreement.


                                  AGREEMENT

      In consideration of the foregoing recitals and the mutual promises and
covenants contained herein, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.1   General Rules of Construction.  For all purposes of this Agreement:
(i) the terms defined in this Agreement include the plural as well as the
singular; (ii) all references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections
and other subdivisions of the body of this Agreement; (iii) pronouns of
either gender or neuter include, as appropriate, the other pronoun forms;
(iv) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision; (v) "or" is not exclusive; (vi) "including" and
"includes" will be deemed to be followed by "but not limited to" and "but is
not limited to," respectively; (vii) any definition of or reference to any
law, agreement, instrument or other document herein will be construed as
referring to such law, agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified; and (viii) any
definition of or reference to any statute will be construed as referring also
to any rules and regulations promulgated thereunder.

     1.2   Definitions.  The following definitions will apply within this
Agreement.

      "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, a specified Person.  The term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with") means the possession of the power to direct the management and
policies of the referenced Person through ownership of 50% or more of the
voting power or economic interests in the referenced Person.

      "Agreement" has the meaning set forth in the introductory paragraph of
this Agreement.

      "Applicable Buyer Successors" has the meaning set forth in Section 3.2.

      "Applicable Qwest Successors" has the meaning set forth in Section 2.2
(a).

      "Business Day" means any day other than a Saturday, a Sunday or a day
on which banks in New York, New York or Denver, Colorado are authorized or
obligated by law or executive order to close.

      "Buyer" has the meaning set forth in the introductory paragraph of this
Agreement.

      "Buyer Parties" has the meaning set forth in the introductory paragraph
of this Agreement.

      "Buyer Restricted Activities" has the meaning set forth in Section 3.1.

                                       2


      "Change of Control" means:  (i) an acquisition by any Person or group
of Persons of the voting stock of the referenced Person in a transaction or
series of transactions, if immediately thereafter such acquiring Person or
group has, or would have, beneficial ownership of more than 50% of the
combined voting power of the referenced Person's then outstanding voting
stock, including any such acquisition by way of a merger, consolidation or
reorganization (including under the Bankruptcy Code), or series of such
related transactions, involving the referenced Person; or (ii) a sale,
assignment or other transfer of all or substantially all of the referenced
Person's; or (iii) a confirmation of any plan of reorganization or
liquidation under, or sale of assets pursuant to, the Bankruptcy Code, any
out-of-court recapitalization or reorganization transaction or exchange
offer, in any case in which more than fifty-one percent (51%) of such
Person's outstanding equity securities are issued in exchange for all or a
significant portion of such Person's outstanding debt or other securities, or
a deed in lieu of foreclosure or any other remedy or right at law or contract
by which substantially all of such Person's equity securities or assets are
surrendered, assigned or otherwise transferred to another Person.

      "Confidentiality Agreement" means that certain Confidentiality
Agreement between Welsh, Carson, Anderson & Stowe IX, L.P. and QSC, dated as
of April 22, 2002.

      "Covenant Cure Period" has the meaning set forth in Section 5.1(b).

      "Dex" has the meaning set forth in the introductory paragraph of this
Agreement.

      "Dex Region" means the territory comprised of the seven states of
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming subject to
additions thereto and deletions therefrom pursuant to the terms of the
Publishing Agreement.

      "Dexter Publisher" has the meaning set forth in the introductory
paragraph of this Agreement.

      "Directory Product" means a telephone directory product or service
consisting principally of searchable (e.g., by alphabet letter or category of
products or services) multiple telephone listings and classified
advertisements that is delivered or otherwise made available to end users in
tangible media (e.g., paper directories, CD-ROM), electronic media (e.g.,
Internet) or digital media (e.g., PDA download).

      "Effective Date" has the meaning set forth in the introductory
paragraph of this Agreement.

      "First Closing" means the Closing as defined in and pursuant to the LLC
Purchase Agreement; "First Closing Date" means the date of the First Closing.

      "Governmental Entity" means any government or any agency, bureau,
board, commission, court, department, official, political subdivision,
tribunal or other instrumentality of any government, whether federal, state
or local, domestic or foreign.

      "IP Contribution Agreement" means that certain Intellectual Property
Contribution Agreement of even date herewith by and between Publisher, QCII
and Dex, as the same may be amended, modified or supplemented from time to
time.

                                       3


      "LLC Purchase Agreement" has the meaning set forth in the Recitals of
this Agreement, as the same may be amended, modified or supplemented from
time to time.

      "LLC II Purchase Agreement" has the meaning set forth in the Recitals
of this Agreement, as the same may be amended, modified or supplemented from
time to time.

      "Material Default" means, with respect to either party, a breach of any
material term, condition, covenant or obligation of this Agreement that is so
material and continuing that it has the effect of abrogating such party's
performance and the other party's enjoyment of the benefits under this
Agreement taken as a whole, including an uncured breach by a Qwest Party of
Section 2.2(a).

      "Pay Stations Agreement" means that certain Public Pay Stations
Agreement of even date herewith by and between QC and Publisher, as the same
may be amended, modified or supplemented from time to time.

      "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.

      "Primary Directories" has the meaning set forth in the Publishing
Agreement.

      "Publisher" means (i) from and after the First Closing Date and until
the Second Closing Date (if such date occurs), Dexter Publisher only, and
(ii) from and after the Second Closing Date (if such date occurs), Dexter
Publisher together with Rodney Publisher.

      "Publisher Liquidated Damages" has the meaning set forth in Section
6.2(a).

      "Publisher Region" means: (i) from and after the First Closing Date,
the territory comprised of the seven states of Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota and the city of El Paso,
Texas; and (ii) from and after the Second Closing Date, the foregoing
territory together with the territory comprising the Dex Region, both subject
to additions thereto and deletions therefrom pursuant to the terms of the
Publishing Agreement.

      "Publishing Agreement" means that certain Publishing Agreement for
Official Listings/Directories of even date herewith by and between the Qwest
Parties and Publisher, as the same may be amended, modified or supplemented
from time to time.

      "QC" has the meaning set forth in the introductory paragraph of this
Agreement.

      "QCII" has the meaning set forth in the introductory paragraph of this
Agreement.

      "QSC" has the meaning set forth in the Recitals of this Agreement.

      "Qwest Parties" has the meaning set forth in the introductory paragraph
of this Agreement.

      "Qwest Restricted Activities" has the meaning set forth in Section 2.1.

                                       4


      "Remediable Breach" has the meaning set forth in Section 5.1(b).

      "Restricted Activity Notice" has the meaning set forth in Section
5.1(a).

      "Rodney Publisher" has the meaning set forth in the introductory
paragraph of this Agreement.

      "Second Closing" means the Closing as defined in and pursuant to the
LLC II Purchase Agreement; "Second Closing Date" means the date of the Second
Closing.

      "Separation Agreement" means that certain Separation Agreement dated as
of even date herewith by and among the Buyer Parties, Dex and QCII, as the
same may be amended, modified or supplemented from time to time.

      "Service Area(s)" means those geographic areas in which QC provides
local telephone service, as described in the Publishing Agreement.

      "Service Area Default" has the meaning set forth in Section 6.2(b).

      "Service Area Default Liquidated Damages" has the meaning set forth in
Section 6.2(b).

      "Trademark License Agreement" means that certain Trademark License
Agreement of even date herewith by and between QCII and Publisher, as the
same may be amended, modified or supplemented from time to time.

      "Voice Portal Directory" means a telephone directory product or service
that the user accesses through an interactive voice portal.

                                   ARTICLE II
                         QWEST NON-COMPETITION COVENANTS

     2.1   Restrictions.  Subject to the exclusions, exceptions and limitations
expressly set forth in this Agreement, and without limiting any restriction
with respect to the Qwest Parties' use of trademarks and trade names as set
forth in the IP Contribution Agreement, the Qwest Parties agree that they
will not, will not act as a sales agent on behalf of, or enter into a joint
venture, strategic alliance, product bundling, revenue sharing or similar
arrangement with, a third Person in order to, and will cause their Affiliates
not to, publish, market, sell or distribute any Directory Products, in each
case to the extent both: (i) consisting principally of listings and
classified advertisements for subscribers in the Publisher Region; and (ii)
directed primarily at end users in the Publisher Region ("Qwest Restricted
Activities"); provided, however, that if the Publishing Agreement terminates
with respect to any Service Area(s) (thereby causing the definition of
Publisher Region to exclude such Service Area(s)), or the Pay Stations
Agreement terminates with respect to any Pay Stations (as defined in the Pay
Stations Agreement), the obligations and restrictions of this Section 2.1
will no longer apply with respect to such Service Area(s) and will no longer
apply with respect to such Pay Stations (i.e., will not apply to publishing

                                       5

or acquiring from a third party an alternative Directory Product for
placement in such Pay Station), as applicable, without limiting the continued
application of such obligations and restrictions with respect to the
remaining Service Areas and Pay Station.

     2.2   Successor Restrictions.
           ----------------------

     (a)   Subject to the exclusions, exceptions and limitations expressly set
forth in this Agreement, following a Change of Control of any Qwest Party
whereby such Qwest Party is no longer directly bound as a party to this
Agreement (e.g., because the Change of Control is a sale or transfer of assets
or is the result of a transaction pursuant to which the successor, surviving or
acquiring entity (the "Applicable Qwest Successor(s)") does not automatically
succeed to the obligations of such party by operation of law) the Applicable
Qwest Successor(s) will, and such Qwest Party agrees to cause such entity to,
agree in writing (whether as part of the acquisition agreement that provides for
Publisher to be a third party beneficiary or in a separate agreement) to assume
this Agreement on substantially similar terms as are then in effect hereunder.

     (b)   Subject to the exclusions, exceptions and limitations expressly set
forth in this Agreement, if QC exits Service Area(s) in the Publisher Region as
a result of (i) a sale, assignment or other transfer of access lines, (ii) a
merger or other business combination transaction with a Person in respect of
access lines, or (iii) any other agreement with any third Person pursuant to
which such Person will provide local telephone service in lieu of QC in such
Service Area(s), and, in any of the foregoing cases, such event does not
constitute a Change of Control: (A) QC will require the acquiring Person to
agree in writing (whether as part of the acquisition agreement with QC that
provides for Publisher to be a third party beneficiary or in a separate
agreement) to assume this Agreement to the extent of the relevant Service
Area(s) (i.e., that all references to the Publisher Region will mean the
relevant Service Area(s)) on substantially similar terms as are then in effect
hereunder (except that Publisher will be required to comply with such Person's
reasonable branding requirements as in effect from time to time with respect to
such Person's trademarks and other relevant intellectual property); and (B)
Publisher will not be released from its obligations under this Agreement.

     2.3   Exceptions and Limitations.
           --------------------------

     (a)   The Qwest Parties and any Applicable Qwest Successors and its
Affiliates will be deemed not to have engaged in Qwest Restricted Activities
with respect to marketing and sales by non-employee sales agents if the Qwest
Parties or any Applicable Qwest Successors or its Affiliates use their
respective commercially reasonable efforts, including establishing reasonable
procedures, to restrict the activities of their respective agents and other
distribution parties from engaging in Qwest Restricted Activities.

     (b)   The Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and its Affiliates will have no restrictions on
the publication, marketing, sale or distribution of Directory Products directed
principally at end-users outside the Publisher Region using any brand, other
than the brands "Dex" or any combination mark of "Dex" including "QwestDex",
each of which may only be used prior to the Second Closing Date (or if the
Second Closing does not occur) in the Dex Region under a license from Publisher.

                                       6


     (c)   Nothing contained in this Agreement will prohibit the Qwest Parties
or any Applicable Qwest Successors or its Affiliates from publishing or
distributing White Pages (as defined in the Publishing Agreement) to the extent
permitted or required in the event of a Publishing Order (as defined in the
Publishing Agreement), subject and pursuant to the terms and conditions of
Section 3.14 of the Publishing Agreement.

     (d)   Nothing contained in this Agreement will restrict any Applicable
Qwest Successor from continuing to publish, market, sell or distribute (on its
own behalf or on behalf of any third Person) Directory Products in those Service
Area(s) in the Publisher Region in which it was conducting any such business at
the date of execution of the agreement(s) pursuant to which such Change of
Control or disposition transaction occurs; provided, however, that such
Applicable Qwest Successor: (i) may not materially expand the geographic scope
of such Directory Products within such Service Area(s); and (ii) beginning with
the publication of any Directory Product that is printed or otherwise
distributed more than fifteen (15) months after the Change of Control or
disposition transaction is consummated, the Applicable Qwest Successor may not
brand any such Directory Product with the brand used by QC or any successor of
QC that is an incumbent local exchange carrier in the Publisher Region in its
capacity as the incumbent local exchange carrier in the Service Area(s) covered
by such Directory Product.

     (e)   The restrictions in Section 2.1 will cease to apply to any Qwest
Party (and its Affiliates) other than QC at such time as such Qwest Party is no
longer an Affiliate of QC or any successor of QC.

     (f)   Nothing contained in this Agreement will prohibit the Qwest Parties
and any Applicable Qwest Successors (in each case together with their respective
Affiliates) from holding and making passive investments in securities of any
Person whose securities are publicly traded in a generally recognized market,
provided that the Qwest Parties' and any Applicable Qwest Successors' respective
equity interest therein does not exceed five percent (5%) of the outstanding
shares or interests in such Person and the Qwest Parties or the Applicable Qwest
Successors (and their respective Affiliates) have no effective control of
management or policies of such Person.

     (g)   Without limiting any restriction with respect to the Qwest Parties'
use of trademarks and trade names as set fort0h in the IP Contribution
Agreement, the Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and its Affiliates will have no restrictions
with respect to any Voice Portal Directory.

     (h)   The Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and their Affiliates will have no restrictions
on the publication, marketing, sale or distribution of Directory Products
directed principally at end-users in those geographic areas within the Publisher
Region in which Publisher is not QC's exclusive official publisher pursuant to
clause (ii) of the third sentence of Section 3.10(a) of the Publishing Agreement
because after the Effective Date QC becomes the incumbent local exchange carrier
in such geographic area as a result of an acquisition of the stock or assets of,
or via a merger or other business combination transaction with, the Person
previously providing local phone service in that geographic area as the
incumbent local exchange carrier.

                                       7


                                  ARTICLE III
                         BUYER NON-COMPETITION COVENANTS

     3.1   Restrictions.  Subject to the exclusions, exceptions and limitations
expressly set forth in this Agreement, and without limiting any restriction
with respect to the Buyer Parties' use of trademarks and trade names as set
forth in the Trademark License Agreement or Exhibit C to the Publishing
Agreement, until the Second Closing Date or, if the Second Closing Date does
not occur, until the termination of this Agreement pursuant to Section 6.3,
the Buyer Parties agree that they will not, will not act as an agent on
behalf of, or enter into a joint venture or strategic alliance with, a third
Person in order to, and will cause their Affiliates not to, publish, market,
sell or distribute any Directory Products, in each case to the extent both:
(i) consisting principally of listings and classified advertisements for
subscribers in the Dex Region; and (ii) directed primarily at end users in
the Dex Region using any of the brands "Qwest", "QwestDex" or "Dex" ("Buyer
Restricted Activities"); provided, however, that if the Publishing Agreement
terminates with respect to any Service Area(s) (thereby causing the
definition of Dex Region to include such Service Area(s)), or the Pay
Stations Agreement terminates with respect to any Pay Stations (as defined in
the Pay Stations Agreement), the obligations and restrictions of this Section
3.1 will then apply with respect to such Service Area(s) or Pay Stations, as
applicable.

     3.2   Successor Obligations.  Subject to the exclusions, exceptions and
limitations expressly set forth in this Agreement, following a Change of
Control of any Buyer Party, the acquiring, surviving or successor entity (the
"Applicable Buyer Successors") will, and such Buyer Party agrees to cause
such entity to agree in writing (whether as part of the acquisition agreement
with the Buyer Party that provides for QC to be a third party beneficiary or
in a separate agreement) to assume this Agreement and be bound, with respect
to itself and its Affiliates, by the restrictions contained herein to the
same extent as the applicable Buyer Party.

     3.3   Exceptions and Limitations.
           --------------------------

     (a)   The Buyer Parties and any Applicable Buyer Successors will be deemed
not to have engaged in Buyer Restricted Activities with respect to marketing
and sales by non-employee sales agents if the Buyer Parties or any Applicable
Buyer Successors use their respective commercially reasonable efforts,
including establishing reasonable procedures, to restrict the activities of
their respective agents and other distribution parties from engaging in Buyer
Restricted Activities.

     (b)   Nothing contained in this Agreement will restrict any Affiliate of a
Buyer Party or of an Applicable Buyer Successor to the extent that such
Affiliate: (i) is not operated jointly with, under common management with or
does not share facilities, sales personnel or other key employees with
Publisher; (ii) is not consolidated financially with Publisher; (iii) does
not have a product bundling or similar joint venture or strategic alliances
agreement, arrangement or product offering with Publisher with respect to
Buyer Restricted Activities; or (iv) does not have a revenue-sharing or
similar agreement arrangement with Publisher with respect to Buyer Restricted
Activities.

                                       8


     (c)   Nothing contained in this Agreement will prohibit the Buyer Parties
or any Applicable Buyer Successors (in each case together with their respective
Affiliates) from holding and making passive investments in securities of any
Person whose securities are publicly traded in a generally recognized market,
provided that the Buyer Parties' and any Applicable Buyer Successors respective
equity interest therein does not exceed five percent (5%) of the outstanding
shares or interests in such Person and the Buyer Parties and any Applicable
Buyer Successors (and their respective Affiliates) have no effective control
over management or policies of such Person.

     (d)   Without limiting any restriction with respect to the Buyer Parties'
use of trademarks and trade names as set forth in the Trademark License
Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties
acknowledge and agree that the Buyer Parties and any Applicable Buyer Successors
and its Affiliates will have no restrictions with respect to any Voice Portal
Directory.

                                   ARTICLE IV
                           NON-SOLICITATION COVENANTS

      For a period of two (2) years from the Effective Date and except as
expressly contemplated in the Separation Agreement, none of the Qwest Parties
or the Buyer Parties will, without the prior written approval of the
applicable other party, directly or indirectly: (i) solicit for hire any
employees of such other party; (ii) induce any such employee of such other
party to terminate their relationship with such other party; or (iii) in the
case of the Qwest Parties, solicit for hire or hire any of Dex's senior
management team from their employment with Publisher.  The foregoing will not
apply to individuals hired as a result of the use of an independent
employment agency (so long as the agency was not directed to solicit a
particular individual) or as a result of the use of a general solicitation
(such as a newspaper advertisement or on radio or television) not
specifically directed to employees of any other party.

                                   ARTICLE V
                               DISPUTE RESOLUTION

     5.1   Notice, Cure and Escalation.
           ----------------------------

     (a)   Notice. Each party will promptly notify the other of any activities
it believes violates any of its rights under Article 2, Article 3 or Article 4,
as applicable (a "Restricted Activity Notice"), which Restricted Activity Notice
must indicate whether such party reasonably believes the alleged or threatened
breach is capable of remedy. The party receiving the Restricted Activity Notice
will respond in writing within five (5) Business Days, describing any objection
to the matters described in the Restricted Activity Notice (including any
disagreement as to whether or not any such restricted activities exist) or, if
such matters are not objected to, describing its intentions regarding remedy and
the termination of the restricted activities.

     (b)   Cure.  If a breach or threatened breach of a party's obligations
pursuant to Article 2, Article 3 or Article 4, as applicable, is capable of
remedy (a "Remediable Breach"), and if such matters are not objected to in a
timely written response, the party receiving the Restricted Activity Notice

                                       9


will have ninety (90) days after receipt of such Restricted Activity Notice
to cure such Remediable Breach ("Covenant Cure Period"); provided, however,
that such Covenant Cure Period will be extended for such additional period of
time as will be reasonably necessary if such Remediable Breach is incapable
of remedy within the initial Covenant Cure Period, so long as during the
initial Covenant Cure Period the party receiving the Restricted Activity
Notice diligently endeavors to remedy such Remediable Breach, and if such
extension would not reasonably be expected to have a material adverse effect
on the non-breaching party.  If the existence of a Remediable Breach is
disputed in good faith and a timely manner, but it is then determined
pursuant to Section 5.1(c) or Section 5.2 that such Remediable Breach exists,
the party receiving the Restricted Activity Notice will then have thirty (30)
days from the date of such determination to cure such Remediable Breach;
provided, however, that this will not prevent any extension of the Covenant
Cure Period as set forth above, if applicable.

     (c)   Escalation.  If there is any continuing objection or dispute in
connection with a Restricted Activity Notice following the Covenant Cure
Period, if applicable, the parties will attempt in good faith to resolve such
dispute and determine the appropriate remedial action, as follows: (i) the
dispute will first be referred to a senior executive officer of QCII or QC
and Publisher, as applicable, for ten (10) Business Days of the submission of
the dispute to them; and (ii) if such senior executive officers are unable to
resolve any such dispute within ten (10) Business Days, then the parties will
submit the dispute to binding arbitration pursuant to Section 5.2 below and
pursue such other remedies as may be permitted pursuant to Article 6.

     5.2   Alternative Dispute Resolution.  Any dispute, controversy or claim
arising under or related to this Agreement, regardless of the legal theory
upon which it is based, will be settled by final, binding arbitration
pursuant to the Federal Arbitration Act, 9 U.S.C. ss.. 1 et seq., in accordance
with the American Arbitration Association Commercial Arbitration Rules.
Nothing herein will, however, prohibit a party from seeking temporary or
preliminary injunctive relief in a court of competent jurisdiction.  In any
arbitration, the number of arbitrators will be three, the Qwest Parties, on
the one hand, and the Buyer Parties, on the other hand, each having the right
to appoint one arbitrator, who will together appoint a third neutral
arbitrator within thirty (30) days after the appointment of the last
party-designated arbitrator.  All arbitration proceedings will take place in
Denver, Colorado.  The arbitrators will be entitled to award monetary and
equitable relief, including specific performance and other injunctive relief;
provided, however, that only damages allowed pursuant to this Agreement may
be awarded (including Publisher Liquidated Damages and Service Area Default
Liquidated Damages, but otherwise excluding consequential, punitive or other
special damages).  Except as otherwise expressly provided in this Section
5.2, each party will bear the expenses of its own counsel and will jointly
bear the expenses of the arbitrators.  The arbitrators will allocate the
remaining costs of the arbitration proceeding.  The parties agree that the
arbitrators will include, as an item of damages, the costs of arbitration,
including reasonable legal fees and expenses, incurred by the prevailing
party if the arbitrators determine that either (i) the non-prevailing party
did not act in good faith when disputing its liability hereunder to the
prevailing party or when initiating a claim against the prevailing party, or
(ii) the prevailing party has had to resort to arbitration with respect to a
substantially similar claim (whether or not with respect to the same Service
Area) more than twice in any thirty-six (36) month period.  Should it become
necessary to resort or respond to court proceedings to enforce a party's
compliance with this Section 5.2, such proceedings will be brought only in

                                       10


the federal or state courts located in the State and County of New York,
which will have exclusive jurisdiction to resolve any disputes with respect
to this Agreement, with each party irrevocably consenting to the jurisdiction
thereof.  If the court directs or otherwise requires compliance herewith,
then all costs and expenses, including reasonable attorneys' fees incurred by
the party requesting such compliance, will be reimbursed by the non-complying
party to the requesting party.

                                   ARTICLE VI
                            REMEDIES AND ENFORCEMENT

     6.1   Remedies.  If any breaching party fails to cure any breach or
threatened breach after notice thereof and, if applicable, expiration of the
Covenant Cure Period, the non-breaching party will have the following rights
and remedies, each of which will be independent of the other and severally
enforceable, and all of which will be in addition to and not in lieu of any
other rights and remedies available to such party under law or in equity
(except as provided in Section 6.2):

     (a)   Injunctive Relief.  Each party recognizes and agrees that a breach or
threatened breach of any of such party's obligations pursuant to Article 2,
Article 3 or Article 4, as applicable, would cause irreparable harm to the
other party and its Affiliates, that such party's remedies at law in the
event of such breach or threatened breach would be inadequate, and that,
accordingly in the event of such breach, a restraining order or injunction or
both may be issued against the breaching party, in addition to, and not in
lieu of, any other right or remedy that may be available to the other party,
without posting any bond or other form of security and without the necessity
of proving actual damages.  In connection with any such action or proceeding
for injunctive relief, each party hereby waives the claim or defense that a
remedy at law alone is adequate and agrees, to the maximum extent permitted
by law, to have each provision of this Section 6.1 specifically enforced
against if it is the breaching party, and consents to the entry of injunctive
relief against if it is the breaching party, enforcing or restraining any
breach or threatened breach of its obligations under this Agreement.

     (b)   Accounting.  The right and remedy to require the breaching party to
account for and pay over to the non-breaching direct damages caused by the
breaching party as a result of the actions constituting a breach, as
determined pursuant to Section 5.2, of such party's obligations pursuant to
Article 2, Article 3 or Article 4, as applicable.

     6.2   Liquidated Damages.
           ------------------

     (a)   Publisher's Liquidated Damages. The parties acknowledge and agree
that:

           (i)   Publisher would not have entered into the LLC Purchase
    Agreement and the LLC II Purchase Agreement, if QC had not simultaneously
    agreed to be bound by this Agreement and the Publishing Agreement and that
    QC's performance of this Agreement and the Publishing Agreement form a
    significant part of the benefit that Publisher intends to realize in
    entering into the LLC Purchase Agreement and the LLC II Purchase Agreement;

           (ii)  the amount of damages (including direct, indirect and
    consequential) that Publisher would incur as a result of a Material Default

                                       11


    would be substantial and significant, and would likely include, among other
    things, significant lost profits and opportunity costs; and

           (iii) because there are many variables that could affect the amount
    of such damages, quantifying the amount of such damages would be impossible
    at this time.

Therefore, in order to reasonably approximate the probable damages to
Publisher stemming from a Material Default that remains uncured after the
applicable dispute resolution and cure period as provided for in Article 5,
and to provide certainty to the parties with respect to such damages, each of
the Parties agrees that, in the event of (i) a Material Default or (ii) any
formal repudiation or rejection of this Agreement by QC (except in such cases
where a Qwest Party is entitled to terminate this Agreement pursuant to the
terms and conditions hereof), Publisher will be entitled to receive a payment
from QC (the "Publisher Liquidated Damages") equal to the following amount:
(A) prior to the Second Closing or following the termination of the LLC II
Purchase Agreement, thirty percent (30%) of the Closing Purchase Price set
forth in the LLC Purchase Agreement (as adjusted by any agreed post-closing
adjustment) less the amounts, if any, paid to Publisher by or on behalf of QC
pursuant to Section 6.2(b); or (B) following the Second Closing, thirty
percent (30%) of the sum of the Closing Purchase Price set forth in each of
the LLC Purchase Agreement and the LLC II Purchase Agreement (each as
adjusted by any agreed post-closing adjustment) less the aggregate amount, if
any, paid to Publisher by or on behalf of QC pursuant to Section 6.2(b).

     (b)   Service Area Default Liquidated Damages.  In order to reasonably
approximate the probable damages to Publisher stemming from a breach of
Section 2.2(b) or a Material Default by one or more of the Qwest Parties with
respect to a particular Service Area (a "Service Area Default"), each of the
parties agree that, in the event of a Service Area Default that remains
uncured after the applicable dispute resolution and cure period as provided
for in Article 5, the Buyer Parties will be entitled to receive a payment
from the Qwest Parties (each of whom will be jointly and severally liable for
such payment) (the "Service Area Default Liquidated Damages") equal to the
following amount: the product of (i) a fraction, the numerator of which is
the population in the Service Area(s) reflected in the most recently
completed United States Census, and the denominator of which is the
population in the Publisher Region as so reflected, times (ii) thirty percent
(30%) of (A) the Closing Purchase Price set forth in the LLC Purchase
Agreement (as adjusted by any post-closing adjustment pursuant thereto) if
the Service Area Default occurs prior to the Second Closing or following the
termination of the LLC II Purchase Agreement or (B) the sum of the Closing
Purchase Price set forth in each of the LLC Purchase Agreement and the LLC II
Purchase Agreement (each as adjusted by any post-closing adjustment pursuant
thereto) if the Service Area Default occurs following the Second Closing.

     (c)   Additional Acknowledgements.  Each party acknowledges and agrees
that:

           (i)  as set forth in subsections (a) and (b) above, the Publisher
    Liquidated Damages and the Service Area Default Liquidated Damages are
    intended to be a reasonable measure of the anticipated probable harm
    resulting from, respectively, a Material Default and a Service Area Default;

                                       12


           (ii)  the parties acknowledge that the damages actually incurred by
    Publisher (including actual, direct, indirect, consequential, special and
    other damages) might exceed or be less than the amount of the Publisher
    Liquidated Damages or the Service Area Default Liquidated Damages, as
    applicable;

           (iii) neither the Publisher Liquidated Damages nor the Service Area
    Default Liquidated Damages is a penalty of any kind; and

           (iv)  the Publisher Liquidated Damages and the Service Area Default
    Liquidated Damages were negotiated at arms-length between parties of equal
    bargaining power, both of which were represented by competent counsel.

     (d)   Waiver.  QC hereby waives, to the extent permitted by applicable law,
any defense as to the validity of, respectively, the Publisher Liquidated
Damages and the Service Area Default Liquidated Damages in this Agreement and
the Publishing Agreement on the grounds that such Publisher Liquidated
Damages or Service Area Default Liquidated Damages are void as penalties.

     (e)   In Lieu of Actual Damages.  Each party agrees that the Publisher
Liquidated Damages and the Service Area Default Liquidated Damages will be in
lieu of actual, direct, indirect, consequential, special or other damages
for, respectively, a Material Default and a Service Area Default and the
collection of such Publisher Liquidated Damages or Service Area Default
Liquidated Damages, as applicable, is the sole remedy of Publisher in the
event of a Material Default or Service Area Default and, upon exercise,
constitutes an election to terminate this Agreement as a whole (in connection
with Publisher Liquidated Damages) or with respect to the applicable Service
Area(s) (in connection with Service Area Default Liquidated Damages).

     (f)   In Lieu of Liquidated Damages Under Publishing Agreement. The parties
agree that the Publisher Liquidated Damages and Service Area Default Liquidated
Damages provided in this Agreement may only be exercised by Publisher in lieu
of, and not in addition to, the liquidated damages provisions contained in the
Publishing Agreement and that such remedies are exclusive of and not cumulative
with one another. Under no circumstances will Publisher be entitled to receive
Publisher Liquidated Damages or Service Area Default Liquidated Damages, as
applicable, under both this Agreement and the Publishing Agreement no will
Publisher be entitled to receive Publisher Liquidated Damages on more than one
occasion.

     (g)   Enforceability.  Notwithstanding (d) above, if any portion of this
Section 6.2 is held to be unenforceable for any reason, it will be adjusted
rather than voided, if possible, to achieve the intent of the parties.  All
other provisions of this Section 6.2 will be deemed valid and enforceable to
the extent possible.  Moreover, if this Section is deemed unenforceable, QC
acknowledges that Publisher has in no way waived a right or claim to receive
damages resulting from a Material Default or a Service Area Default, as
applicable; provided, however. that Publisher will not be entitled to receive
damages in the aggregate in excess of the Publisher Liquidated Damages or
Service Area Default Liquidated Damages, as applicable, to which Publisher
would have been entitled had the provisions of this Section 6.2 been fully
enforced.

                                       13


     6.3   Term and Termination.
           --------------------

     (a)   This Agreement will remain in effect until the forty (40) year
anniversary of the Effective Date, unless earlier terminated in whole or in
part as provided herein.

     (b)   If the Publishing Agreement terminates in accordance with its terms,
either party may terminate this Agreement immediately.

     (c)   If there is a Restricted Activity Default (as defined in the
Publishing Agreement), or if there is an assignment or transfer of this
Agreement as contemplated by Section 7.6 which, if the terms of Section 6.2(d)
of the Publishing Agreement had been applied thereto (at the time of transfer or
any time thereafter, and excluding the last sentence thereof), would have been a
Restricted Activity Default, within any Service Area(s) that remains uncured
after the applicable dispute resolution and cure period as provided for in
Article 5, any Qwest Party may terminate the Qwest Parties' restrictions in
Article 2 and Article 4 with respect to all or a portion of such affected
Service Area(s). Notwithstanding the foregoing, if the Person providing
Telecommunications Services (as defined in the Publishing Agreement) with
respect to which the Restricted Activity Default is triggered is not a
Substantial Competitor of QC (which for this purpose a Substantial Competitor
will mean that such Person has a market share for business Telecommunications
Services of twenty percent (20%) or more in the Region or applicable Service
Area(s)), the restrictions in Article 2 and Article 4 will continue to apply
with respect to Directory Products prominently identified with the brand "Qwest"
(or any brand associated with the LEC).

     6.4   Acknowledgments. The parties expressly agree that the duration, scope
and geographic area of the restrictions set forth in Article 2, Article 3 and
Article 4 are reasonable. Each of the parties acknowledges and agrees that the
covenants and restrictions above are necessary, fundamental and required for the
protection of their respective businesses, that such covenants and restrictions
relate to matters that are of a special, unique and extraordinary value and that
the parties would not enter into the LLC Purchase Agreement, the LLC II Purchase
Agreement or the transactions contemplated thereby without the protection
provided by this Agreement.

     6.5   Enforcement.  The covenants set forth in Article 2, Article 3 and
Article 4 will be construed as divided in separate and distinct covenants
with respect to each jurisdiction.  If any provision or covenant in this
Agreement is more restrictive than permitted by the laws of any jurisdiction
in which either party seeks enforcement hereof, such provision will be
limited to the extent required to permit enforcement under such laws.  If, in
any proceeding, a court or arbitral panel refuses to enforce any of the
separate covenants contained herein, then such unenforceable covenant will be
deemed eliminated from this Agreement for the purpose of those proceedings to
the extent necessary to permit the remaining separate covenants to be
enforced.  If the provisions of this Agreement are ever deemed to exceed the
duration, geographical limitations or scope permitted by applicable law, then
such provisions will be reformed to the maximum time or geographic
limitations in scope, as the case may be, permitted by applicable law.

                                       14


                                  ARTICLE VII
                                  MISCELLANEOUS

     7.1   Confidentiality.  Each of the Qwest Parties and the Buyer Parties
agrees that all non-public, confidential information received from the other
party is deemed received pursuant to the Confidentiality Agreement, and each
party will, and will cause its representatives (as defined in the
Confidentiality Agreement) to, comply with the provisions of the
Confidentiality Agreement with respect to such information, and the
provisions of the Confidentiality Agreement are hereby incorporated by
reference with the same effect as if fully set forth herein.  The obligations
contained in this Section 7.1 will survive the termination or expiration of
this Agreement for a period of one (1) year.

     7.2   Further Assurances.  Each party will take such other actions as any
other party may reasonably request or as may be necessary or appropriate to
consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.

     7.3   No Agency. Nothing in this Agreement, and no action of or inaction by
any of the parties, will be deemed or construed to constitute an agency
relationship between the parties. Each party is acting independently of the
other and neither party has the authority to act on behalf of or bind the other
party.

     7.4   Governing Laws; Compliance with Law.  This Agreement and the legal
relations between the parties will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed in such State and without regard to conflicts of law doctrines
unless certain matters are preempted by federal law.

     7.5   Amendments; Waivers.  Except as expressly provided herein, this
Agreement and any attached Exhibit may be amended only by agreement in
writing of all parties.  No waiver of any provision nor consent to any
exception to the terms of this Agreement will be effective unless in writing
and signed by all parties and then only to the specific purpose, extent and
instance so provided.  No failure on the part of any party to exercise or
delay in exercising any right hereunder will be deemed a waiver thereof, nor
will any single or partial exercise preclude any further or other exercise of
such or any other right.

     7.6   No Assignment.  Neither this Agreement nor any rights or obligations
hereunder are assignable by one party without the express prior written
consent of the other party; provided, however, that: (i) either party may
assign this Agreement upon written notice to the other party to any of its
Affiliates without the consent of the other party if the assigning party
requires such Affiliate to agree in writing to assume this Agreement and the
assigning party remains liable for its obligations hereunder; (ii) a Change
of Control of either party will not be deemed to be an assignment of this
Agreement, provided that if the relevant party is no longer directly bound as
a party to this Agreement (e.g., because the Change of Control is a sale or
transfer of assets or is the result of a transaction pursuant to which the
successor, surviving or acquiring entity does not automatically succeed to
the obligations of such party by operation of law), the successor, surviving
or acquiring entity is required to agree in writing (whether as part of the
acquisition agreement that provides for the other party to be a third party
beneficiary or in a separate agreement) to assume this Agreement on

                                       15


substantially similar terms as are then in effect hereunder; and
(iii) Publisher may assign this Agreement as to the Primary Directories with
respect to a particular Service Area(s) to any person (other than an
Affiliate of Publisher) upon written notice to QC so long as Publisher will
require the acquiring Person to agree in writing (whether as part of the
acquisition agreement with Publisher that provides for QC to be a third party
beneficiary or in a separate agreement) to assume this Agreement to the
extent of the relevant Service Area(s) (i.e., that all references to the
Publisher Region will mean the relevant Service Area(s)), and Publisher will
have no rights or obligations under this Agreement with respect to such
Service Area(s).

     7.7   Notices. All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given: (i) immediately when personally
delivered; (ii) when received by first class mail, return receipt requested;
(iii) one day after being sent by Federal Express or other overnight delivery
service; or (iv) when receipt is acknowledged, either electronically or
otherwise, if sent by facsimile, telecopy or other electronic transmission
device. Notices, demands and communications to the other party will, unless
another address is specified by such party in writing, be sent to the address
indicated below:

      If to the Buyer Parties, addressed to:

      Dex Media East LLC
      198 Inverness Drive West, Eighth Floor
      Englewood, Colorado
      Attention:  Chief Executive Officer
      Fax:  (303) 784-1964

      AND

      Dex Holdings LLC
      c/o The Carlyle Group
      520 Madison Avenue
      41st Floor
      New York, New York 10022
      Attention: James A. Attwood, Jr.
      Fax: (212) 381-4901

      With a copy to (which will not constitute notice):

      Welsh, Carson, Anderson & Stowe
      320 Park Avenue
      Suite 2500
      New York, New York 10022
      Attention: Anthony J. de Nicola
      Fax: (212) 893-9548

      AND

                                       16


      Latham & Watkins
      885 Third Avenue
      Suite 1000
      New York, New York 10022
      Attention: R. Ronald Hopkinson, Esq.
      Fax: (212) 751-4864


      If to the Qwest Parties, addressed to:

      Qwest Corporation
      1801 California Street
      Denver, Colorado 80202
      Attention:  General Counsel
      Fax:  (303) 296-5974

      AND


      Qwest Communications International Inc.
      1801 California Street
      Denver, Colorado 80202
      Attention:  General Counsel
      Fax:  (303) 296-5974

      With a copy to (which will not constitute notice):

      O'Melveny & Myers LLP
      1999 Avenue of the Stars, Suite 700
      Los Angeles, California 90067
      Attention:  Steven L. Grossman, Esq.
      Fax:   (310) 246-6779

     7.8   Entire Agreement.  This Agreement, including any Exhibits attached
hereto and the Commercial Agreements (as defined in the LLC Purchase
Agreement), constitutes the entire agreement among the parties pertaining to
the subject matter hereof and supersedes all prior agreements and
understandings of the parties in connection therewith.

     7.9   Severability.  If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, to achieve the intent of the parties.  All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.

     7.10  Headings.  The descriptive headings of the Articles, Sections and
subsections of this Agreement are for convenience only and do not constitute
a part of this Agreement.

                                       17


     7.11  Counterparts.  This Agreement and any amendment hereto or any other
agreement delivered pursuant hereto may be executed in one or more
counterparts and by different parties in separate counterparts.  All
counterparts will constitute one and the same agreement and will become
effective when one or more counterparts have been signed by each party and
delivered to the other party.

     7.12  Successors and Assigns; No Third Party Beneficiaries.  This Agreement
is binding upon and will inure to the benefit of each party and their
respective successors or assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person or Governmental Entity
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.

     7.13  Representation by Counsel; Interpretation.  The parties each
acknowledge that it has been represented by counsel in connection with this
Agreement.  Accordingly, any rule of law or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against
the party that drafted it has no application and is expressly waived.  The
provisions of this Agreement will be interpreted in a reasonable manner to
effect the intent of the parties.



                 [Remainder of Page Intentionally Left Blank]

                                       18


      IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and
year first above written.

                                    QWEST CORPORATION


                                    By:  /s/ Yash A. Rana
                                       ------------------------------------
                                    Name:  Yash A. Rana
                                    Title: Vice President


                                    QWEST COMMUNICATIONS INTERNATIONAL INC


                                    By:  /s/ Yash A. Rana
                                       ------------------------------------
                                    Name:  Yash A. Rana
                                    Title: Vice President


                                    QWEST DEX, INC.


                                    By:  /s/ George Burnett
                                       ------------------------------------
                                    Name:  George Burnett
                                    Title: President


                                    SGN LLC
                                    By:  QWEST DEX, INC., its sole member


                                    By:  /s/ George Burnett
                                       ------------------------------------
                                    Name:  George Burnett
                                    Title: President


                                    GPP LLC
                                    By:  QWEST DEX, INC., its sole member


                                    By:  /s/ George Burnett
                                       ------------------------------------
                                    Name:  George Burnett
                                    Title: President


                                    DEX HOLDINGS LLC


                                    By:  /s/ James A. Attwood, Jr.
                                       ------------------------------------
                                    Name:  James A. Attwood, Jr.
                                    Title: Managing Director


                                       S-1

EX-99

                                                                    Exhibit 99.4
                                                                    ------------

                             SEPARATION AGREEMENT
                             --------------------


      This Separation Agreement (this "Agreement") by and between SGN LLC, a
Delaware limited liability company ("SGN"), and Dex Holdings LLC, a Delaware
limited liability company ("Buyer"), on the one hand, and Qwest Dex, Inc., a
Colorado corporation ("Dex"), and Qwest Communications International Inc., a
Delaware corporation ("Qwest"), on the other hand, is effective as of
November 8, 2002 (the "Effective Date").  Each of the signatories hereto is
individually a "Party" and collectively the "Parties".  Capitalized terms not
defined in the text of this Agreement have the meanings set forth in Annex 1.


                                      RECITALS
                                      --------

      A.    Qwest, Qwest Services Corporation, a Colorado corporation
            ("QSC"), Dex and Buyer have entered into that certain Purchase
            Agreement (the "LLC Purchase Agreement") dated as of August 19,
            2002 pursuant to which Dex has agreed, subject to the terms and
            conditions set forth therein, to: (i) contribute certain of its
            assets and liabilities to SGN; and (ii) sell all of the
            outstanding limited liability company interests of SGN to Buyer
            following such contribution (the "Closing").

      B.    In connection with the LLC Purchase Agreement, Qwest, QSC, Dex
            and Buyer entered into that certain Purchase Agreement, dated of
            even date therewith (the "LLC II Purchase Agreement"), pursuant
            to which Dex has agreed, subject to the terms and conditions set
            forth therein, to: (i) contribute certain of its assets and
            liabilities to GPP LLC; and (ii) sell all of the outstanding
            limited liability company interests of GPP LLC to Buyer following
            such contribution (the "Second Closing").

      C.    The Parties have agreed to enter into certain additional
            agreements, including the Transition Services Agreement, the
            Professional Services Agreement, the Joint Management Agreement,
            the Contribution Agreement, the IP Contribution Agreement and the
            Trademark License Agreement (collectively, the "Transition
            Documents").

      D.    The Parties desire to set forth certain covenants and obligations
            to be performed following the Closing Date in order to: (i)
            effectuate the transactions contemplated by the Transition
            Documents; and (ii) in the event that the Second Closing does not
            occur, separate the operations and management of Dex and SGN
            during a transition period such that they function as completely
            independent companies.

                                     AGREEMENT

      In consideration of the foregoing recitals and the mutual covenants and
conditions contained herein, the Parties agree, intending to be legally
bound, as follows:



                                   ARTICLE I
          PURPOSE OF AGREEMENT; PROJECT MANAGEMENT; DISPUTE RESOLUTION

           1.1 Purpose. The Parties have agreed, during the period from the
Closing Date until the earlier of the Second Closing or the Final Separation
Date, to utilize shared assets, systems and facilities and to provide services
to each other, on the terms and conditions set forth herein and in the
Transition Documents, in order to more efficiently and cost effectively operate
the Business. In furtherance of the foregoing, and as a contingency plan in the
event that the Separation Trigger Date occurs, the Parties agree to perform
certain additional respective obligations and covenants set forth herein
following the Closing Date.

           1.2 Project Management.
               ------------------

           (a) Each of the Parties agrees to designate an individual with
sufficient knowledge and background to act as the primary liaison with the other
Party and to assume overall responsibility for the performance of its
obligations under this Agreement (the "Dex Project Manager" and "SGN Project
Manager", respectively, and together the "Project Managers"). The Project
Managers will each have direct access to the officers and other key
decision-makers within their respective organizations and to the Management
Team, and will call upon the experience, expertise, and resources of their
respective organizations to ensure proper performance of the Parties'
obligations under this Agreement. Each Party may treat any official act of the
other Party's Project Manager in performing its duties hereunder as being
authorized by such other Party without inquiring behind such act or ascertaining
whether such Project Manager had authority to so act.

           (b) The initial Dex Project Manager will be Patrick Halbach or such
other individual as he may designate from time to time. The initial SGN Project
Manager will be the chief operating officer of SGN or such other individual as
he or she may designate from time to time. Either Party may change its Project
Manager by delivering notice of such change to the other Party pursuant to
Section 7.11. A Party changing its Project Manager will use commercially
reasonable efforts to give at least thirty (30) days' notice prior to the
effective date of the change. The Project Managers will meet at least bi-weekly
to coordinate the administration of the Parties' obligations under this
Agreement and address those matters relevant to both Parties. In addition, the
Project Managers will jointly meet for a formal quarterly review with respect to
the Parties' performance of their obligations under this Agreement under the
direction of and in accordance with the requirements of the Management Team.

           1.3 Resolution of Disputes.
               ----------------------

           (a) All disputes between the Parties arising from or relating to this
Agreement, including disputes with respect to whether this Agreement has been
breached by any Party (in each case, a "Dispute") will initially be submitted to
the Project Managers for resolution. The Project Managers will notify and
consult with the Management Team in attempting to resolve such Disputes. If the
Project Managers are unable to resolve a Dispute within ten (10) days after
submission of the Dispute to them, each Party will refer the Dispute as follows:
(i) in the case of Dex, to a designated senior executive officer of Qwest; and
(ii) in the case of SGN, to a designated senior executive officer of Buyer

                                       2


(collectively, the "Designated Representatives"), for attempted resolution
through good faith discussions within twenty (20) days after submission of the
Dispute to them.

           (b) If the Designated Representatives are unable to resolve a Dispute
within such twenty (20) day period, then either Party may, at any time
thereafter, submit the Dispute to binding arbitration as set forth in Section
7.16 below.

           (c) Notwithstanding anything in this Agreement to the contrary, any
Party that is obligated to comply with a regulatory requirement will have the
right to determine, in its sole and absolute discretion, the nature and extent
of the action required to be taken by such Party in reasonable response to such
regulatory requirement and to take such action, which will not be deemed an
excuse of performance by such Party. If a Party takes an action or omits to act
in breach of its obligations under this Agreement because such Party reasonably
believes that it is necessary to take such action or omit to act to comply with
laws, rules or regulations, then the non-breaching Party may seek damages in
accordance with this Agreement, but may not seek equitable or injunctive relief
to compel the breaching Party to take or cease to take such actions as the
breaching Party reasonably believes to be necessary.

           1.4 Response to Regulatory Challenge.
               --------------------------------

           (a) If any Person initiates any investigation, proceeding,
litigation, inquiry, hearing, information or data request, or information
gathering process relating to this Agreement whether before or after the Closing
(each, an "Inquiry"), then the Parties will jointly evaluate and respond to such
Inquiry in accordance with the terms and conditions set forth in Sections 5.4(c)
and (d) of the LLC Purchase Agreement, as applicable.

           (b) If this Agreement is found unlawful with respect to one or more
but not all of the fourteen (14) states consisting of Arizona, Colorado, Idaho,
Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South
Dakota, Utah, Washington and Wyoming, the metropolitan statistical area of El
Paso, Texas or any other area in which Dex operates the Dex Business or SGN
operates the Transferred Business as contemplated by the Business Plan
(collectively, the "Region"), this Agreement will not be terminated with respect
to any other states or areas in the Region. Under such circumstances, a Party
may suspend, rather than terminate, this Agreement with respect to the states or
areas in the Region in which this Agreement is found unlawful, but may not
suspend with respect to all states or areas of the Region; provided, however,
that such Party will use commercially reasonable efforts to: (i) give the other
Party as much notice as possible prior to such suspension; and (ii) establish
with such Governmental Entity a reasonable alternative method of performance of
its obligations under this Agreement (with any incremental increase in costs of
such performance to be borne by such Party); provided, further, that such
suspension will not affect the other Party's right to seek damages in accordance
with this Agreement with respect to such suspension or alternative method of
performance, and such suspension will not be deemed an excuse of performance by
such Party. In either case, the Parties will agree to appropriate transition
measures in the suspended state(s) or area(s), with consideration given to the
then-existing regulatory environment in such state(s) or area(s).

                                       3


                                   ARTICLE II
                             POST-CLOSING COVENANTS

           2.1 Contingency Separation Plan. The Parties have agreed to certain
fundamental principles, preliminary costs and proposed timelines upon which the
IT Assets (as defined below) will be allocated among the Parties, the jointly
maintained data will be migrated to the applicable owner, and the transition
services provided by the Parties to each other will be eliminated such that Dex
and SGN will operate as completely independent companies (the "Separation") as
more fully set forth in Article III and the accompanying Schedules and Exhibits,
to be effected if the LLC II Purchase Agreement is terminated prior to the
consummation of the Second Closing (such date of termination, the "Separation
Trigger Date"). Dex and SGN will use their commercially reasonable efforts to
amend, update and/or complete, as necessary, any provisions in Article III and
the accompanying Schedules and Exhibits within sixty (60) days following the
Closing Date to include such additional detail as may be necessary to accomplish
the Separation as soon as reasonably practicable following the Separation
Trigger Date (collectively, the "Final Separation Plan"). The Parties agree that
time is of the essence in completing the Final Separation Plan following the
Closing Date. Consequently, each Party will make the Project Managers and
additional management contacts with decision-making authority and technical
support available as is necessary to meet the required time frame to update and
complete the Final Separation Plan. Failure to reach agreement on the Final
Separation Plan within ninety (90) days following the Closing Date will
constitute a dispute to be resolved in accordance with Section 1.3.

           2.2 Data Back-Up Plan.
               -----------------

           (a) SGN may obtain, at its cost and expense, contracts with hot site
vendors and with third party providers of data back-up, storage, and recovery
services with respect to their customer data and other proprietary data and
information (each Party's "Proprietary Data") and other system software. Dex
will reasonably cooperate in facilitating such data back-up, storage and
recovery services during the Term. If Dex desires to use such third party
provider (in addition to the services provided by Qwest and its Affiliates) to
back up, store or recover its Proprietary Data and other system software, SGN
will use commercially reasonable efforts to make available to Dex the rights to
such services under the applicable vendor contracts and SGN and Dex will bear
the costs of such services on a pro rata basis.

           (b) The Parties acknowledge that certain of their respective
Proprietary Data residing in the centralized information technology assets used
by Dex to operate the Dex Business or SGN to operate the Transferred Business
(consisting primarily of data servers, web servers and storage devices) and the
desktop computers used by the centralized operations personnel (collectively,
the "IT Assets") will be included among the data converted as part of the Amdocs
Project, if implemented. The Parties agree that any or all of their respective
Proprietary Data may be converted into a new format as a result of the
implementation of the Amdocs Project. Prior to the implementation of the Amdocs
Project, the Parties will jointly agree: (i) whether to maintain a separate
database containing their respective Proprietary Data outside of the Amdocs
Project environment; and (ii) the appropriate cost allocation between the
Parties for such additional data storage.

                                       4


           2.3 Data Segregation and Systems Access. As soon as reasonably
practicable following the Closing Date, the Parties will jointly determine
whether, and to what extent, it is necessary to implement additional security
mechanisms in order to maintain the confidentiality of the Parties' respective
Proprietary Data housed in the IT Assets or any other shared systems
(collectively, the "Shared Systems") and to maintain the security of such Shared
Systems (the "Data Security Plan"). The Data Security Plan will address, at a
minimum, the process of segregating the Parties' Proprietary Data and the types
of personnel from each Party that will have access to the other Party's
Proprietary Data. If the Parties agree to implement a Data Security Plan, the
Parties will bear the costs and expenses of the Data Security Plan on a pro rata
basis. For avoidance of doubt, the Parties will not be required to implement a
Data Security Plan if they determine that the costs of such security measures
would be reasonably expected to outweigh the anticipated benefits of protecting
their respective Proprietary Data.

           2.4 Publishing Schedule. During the term of this Agreement, Dex and
SGN will not alter the publication schedule for any of their respective
directories, except in accordance with Section 10.2 of the Professional Services
Agreement.

           2.5 Post-Closing Personnel Reconciliation. SGN will deliver to Dex
within thirty (30) days following the Closing Date the list of transferred
employees who have accepted employment with SGN (the "Transferred Employees" and
the "Transferred Employees List"). To the extent the Transferred Employees List
differs materially from the prospective list of Transferred Employees developed
by the Parties prior to the Closing Date, either in terms of the aggregate
number of individuals that accept employment with SGN or in an individual
functional capacity or skill set within the Business, the Parties agree to work
together in good faith to achieve an equitable balance between the number and
type of Transferred Employees and the number and type of employees retained by
Dex (the "Retained Employees"), in conformity with the allocation methodologies
set forth on Schedule 2.5 and Section 5.22 of the LLC Purchase Agreement.

           2.6 Implementation of Employee Policies and Procedures. With respect
to the employees of Dex and SGN, Dex and SGN will work together in good faith to
adopt and implement substantially consistent employee policies, procedures and
other terms and conditions of employment. Notwithstanding any of the foregoing,
Dex and SGN may, in their respective absolute and sole discretion, adopt and
implement any employee policies, procedures and other terms and conditions of
employment consistent with applicable law and collective bargaining agreements.

           2.7 Responsibility for Personnel. All personnel employed, engaged or
otherwise furnished by a Party in connection with performing their respective
obligations hereunder will be such Party's employees, agents or subcontractors,
as the case may be (collectively, such Party's "Personnel"). Each Party will
have the sole and exclusive responsibility for its Personnel, will supervise its
Personnel and will cause its Personnel to cooperate with the other Party in
performing their respective obligations hereunder. Each Party will pay and be
responsible for the payment of any and all premiums, contributions and taxes for
workers' compensation insurance, unemployment compensation and disability
insurance and all similar provisions now or hereafter imposed by any
Governmental Entity that are imposed with respect to or measured by wages,

                                       5


salaries or other compensation paid or to be paid by such Party to its
Personnel.

           2.8 Employee Identification and Access Cards; Ongoing Facility Access
and Security.

           (a) In contemplation of the reciprocal on-going access to each
Party's premises, facilities, equipment and Personnel by the other Party's
Personnel as contemplated in this Section 2.8, and in contemplation of the need
for certain related security measures with respect to such access, the Parties
will use commercially reasonable efforts to coordinate and to provide their
respective employees with identification and access cards sufficient to
differentiate between Dex and SGN employees. Each Party will bear its own costs
for providing such identification and access cards to its Personnel.

           (b) Subject to Section 2.8(c) below, each Party's Personnel will have
such access to the other Party's premises, facilities, equipment (including
access to telephones, photocopying equipment and the like) and Personnel, during
normal business hours and in a manner that does not interfere with the other
Party's ability to operate its business, as is reasonably necessary to
effectuate the Parties' obligations in accordance with the terms of this
Agreement. Except for access on an emergency basis, each Party will use
commercially reasonable efforts to give the other Party at least twenty-four
(24) hours' prior notice for physical access to such Party's premises for any
purpose, excluding regular and ongoing access.

           (c) All Personnel of a Party will comply with the other Party's
reasonable security requirements when on the other party's premises.
Notwithstanding any other provision of this Agreement to the contrary, a Party
will have the right to refuse access to, or immediately to terminate the right
of access to its premises of, a particular individual employed, engaged or
furnished by the other Party should such Party determine in its reasonable
discretion for any lawful reason that such termination is in the best interests
of such Party, provided that all other Personnel of the other party will
continue to have access and at no time will an unreasonable number of Personnel
of the other Party be refused such access.

           2.9 Customer Service Centers. Dex will maintain ownership of the
top-level toll-free number (800-422-1234) for the customer services call
centers, and all calls made to this toll-free number will be routed by the
toll-free vendor to the applicable lower-level ring-to number. As soon as
reasonably practicable following the Closing Date, the Parties will cooperate to
segregate the lower-level ring-to telephone numbers for the customer services
call centers, and to the extent such segregation is not possible, the Parties
will implement a process to redirect all customer service calls received by one
Party that are intended for the other Party, in either case such that each Party
handles only customer service and customer care calls with respect to its own
region and customers.

           2.10 Vendor Notification. As soon as reasonably practicable following
the Closing Date (but in no event later than thirty (30) days thereafter), the
Parties will jointly notify the applicable third party vendors for services
being provided to SGN that SGN has become the customer of record as of the
Closing Date, and will jointly request that such third party vendor make all
necessary and appropriate changes to its billing and other record systems to
indicate SGN as the customer of record. SGN will use commercially reasonable

                                       6


efforts to follow up with all such third party vendors to ensure that the
billing and other record keeping changes are effected by such third party vendor
as soon as reasonably practicable following the Closing Date. Dex will forward
to SGN any invoices for SGN services that Dex receives (and vice versa), as soon
as reasonably practicable following receipt of the same (but in no event later
than three (3) business days), until the third party vendors make the necessary
corrections to their billing systems. If such invoice is an invoice containing
charges for both Dex and SGN, each Party will be responsible for payment of its
own charges and for disputing such charges with the applicable vendor.

           2.11 Changes to Business Plan. Until the Second Closing, and except
as they may otherwise agree in writing, Qwest and Buyer agree not to amend or
modify the Business Plan as it pertains to Dex.

                                  ARTICLE III
                            POST-SEPARATION COVENANTS

           3.1 Systems Replication. As soon as reasonably practicable following
the Separation Trigger Date, the Parties will cooperate to effectuate the
replication and/or separation of the Shared Systems in such a manner that each
of Dex and SGN have fully functioning and independently operating hardware and
software systems. In furtherance of the foregoing, the Parties agree as follows:

           (a) Amdocs. If the Parties have agreed to implement the Amdocs
Project, the Parties will cooperate to replicate the necessary hardware and
clone the software systems contained in the Amdocs environment such that each of
Dex and SGN will own a duplicate set of systems and contractual support and
maintenance rights following the Final Separation Date. The costs of such
replication and cloning will be borne by the Parties in accordance with the
terms of Section 5.16 of the LLC II Purchase Agreement. Each Party will
thereafter bear its pro rata share of the ongoing support and maintenance costs
for the Amdocs license.

           (b) No Amdocs. If the Parties have not agreed to implement the Amdocs
Project, the Parties will cooperate to replicate the hardware and software
systems used by both Dex and SGN at such time in operating the Business such
that each of Dex and SGN have fully functioning independent operating systems
following the Final Separation Date. The costs of such replication will be borne
by the Parties in accordance with the terms of Section 5.16 of the LLC II
Purchase Agreement.

           3.2 Data Migration and Extraction. Concurrent with completing the
Shared Systems cloning and replication as set forth in Section 3.1, the Parties
will cooperate to ensure that their respective Proprietary Data maintained in
the Shared Systems is migrated to the appropriate Party and that the other Party
does not retain in its systems following the Final Separation Date any of the
other Party's Proprietary Data. The data migration and extraction will performed
under Dex's direction and the costs will be borne by the Parties in accordance
with the terms of Section 5.16 of the LLC II Purchase Agreement.

                                       7


           3.3 Website Replication. The Parties' respective obligations with
respect to the operation, maintenance and management of the world wide web site
located at www.qwestdex.com (the "QDC Site") following the Separation Trigger
Date will be as set forth in Exhibit B to the Professional Services Agreement.
The cost for cloning the QDC Site and separating and/or replicating the
databases and content and other infrastructure used to run the QDC Site from
that used to run the Linked Site (as defined in the Professional Services
Agreement) will be borne by the Parties in accordance with the terms of Section
5.16 of the LLC II Purchase Agreement.

           3.4 Management Team Resignations. Notwithstanding anything to the
contrary in the Non-Competition and Non-Solicitation Agreement, and except as
Dex and SGN may otherwise agree in writing, on the one hundred twentieth (120th)
day following the Separation Trigger Date, each member of the Management Team
will be deemed to have automatically resigned as an employee of Dex (if such
individual has not already resigned), such that following the date of such
resignation each member of the Management Team will be solely employed by SGN.
Following the resignation of each member of the Management Team, Dex (and its
Affiliates) will comply with the non-solicitation covenants of Article 4 of the
Non-Competition and Non-Solicitation Agreement with respect to such individuals.

           3.5 Employee Training. From and after the Separation Trigger Date
until the Final Separation Date, and as reasonably requested by Dex or Qwest,
SGN will use commercially reasonable efforts to cause the Transferred Employees
and other of its employees to assist in the training of the personnel hired by
Qwest or Dex to replace such Transferred Employees and/or other employees. The
scope of such training will cover the functional areas, and be in as much
detail, as reasonably requested by Qwest or Dex.

           3.6 Return of Property and Equipment. Upon expiration or termination
of this Agreement, each Party will be obligated to return to each other Party,
as soon as is reasonably practicable (but in no event later than fifteen (15)
days after such termination), any equipment or other property or materials of
such other Party that is in such Party's control or possession.

           3.7 SGN Access to Certain Data. As soon as reasonably practicable
following the Closing Date, but in no event later than nine (9) months following
the Closing, Qwest will make available to SGN (for purposes of this Section 3.7,
"SGN" will include GPP LLC following the Second Closing), during the term of the
Billing and Collection Agreement and any renewal thereof or term of a
replacement agreement thereto (not to exceed ten (10) years from the Closing
Date), the data fields described on Exhibit B to the Professional Services
Agreement (with respect to SGN's customers only) through a "read-only"
interface, such that SGN will have access to such customer data. The development
and implementation costs for such "read-only" interface, and all recurring
access, support and maintenance charges, will be borne by SGN; provided,
however, that the costs to be borne by SGN will not exceed one million five
hundred thousand dollars ($1,500,000) for one-time implementation and
development charges and two hundred twenty-five thousand dollars ($225,000) for
annual recurring charges; provided, further, that during any renewal term of the
Billing and Collection Agreement or the term of a replacement agreement thereto,

                                       8


the terms and conditions of this Section 3.7 may be adjusted to ensure that
Qwest receives full reimbursement of its costs and charges incurred for making
available the applicable data fields based on then-current systems
configurations. The covenants contained in this Section 3.7 will survive the
termination of this Agreement in accordance with their respective terms.

           3.8 Separation Costs. The Parties agree that in performing their
respective covenants set forth in Section 3.1, Section 3.2 and Section 3.3, they
will use their respective commercially reasonable efforts to minimize the costs
of completing the Separation while maximizing the benefits and functionality for
both Parties of their respective systems following the completion of such
covenants.

           3.9 Customer Service Centers. In the event the Separation Trigger
Date occurs, SGN and Buyer will have an irrevocable, royalty free, transferable
and exclusive (except as to Dex) right to continue to use and receive the
benefit of the top-level toll-free number (800-422-1234) in accordance with the
provisions of Section 2.9 for two (2) years following the Separation Trigger
Date, following which SGN and Buyer will migrate to their own top-level
toll-free number. SGN's and Buyer's right under this Section 3.9 will survive
the expiration or termination of this Agreement.

                                   ARTICLE IV
                              TERM AND TERMINATION

           4.1 Term. The term of this Agreement will commence as of the
Effective Date and, except to the extent expressly set forth herein, will
continue in full force and effect until the earlier of the Second Closing or the
Final Separation Date (the "Term").

           4.2 Early Termination. The Parties will have the right to terminate
this Agreement, in whole or in part, prior to the expiration of the Term only in
accordance with Section 1.3(c).

                                   ARTICLE V
                    LIMITATION ON LIABILITY; INDEMNIFICATION

           5.1 Performance and Tangible Property Indemnification. Subject to the
limitations of liability set forth in Section 5.3, SGN and Dex will indemnify
and hold each other harmless against all Losses resulting from: (i) such Party's
performance or failure to perform, in any material manner, any of its
obligations under this Agreement; (ii) the breach by such Party, in any material
manner, of any representation, warranty, covenant or agreement contained herein;
or (iii) loss of or damage to tangible real or tangible personal property
(including damage to their property), in any material manner, in each case to
the extent that such Loss was proximately caused by any negligent or willful act
or omission by the Party from whom indemnity is sought, its agents, employees or
subcontractors, in connection with the fulfillment of such Party's obligations
hereunder. Any claim for indemnity under this Section 5.1 must be brought within
one (1) year after the event giving rise to the claim or will be deemed forever
waived; provided, however, that claims by a Party arising as a result of third
party claims against such Party may be brought at any time within the applicable
statute of limitations.

           5.2 Notice and Procedures. A Party seeking indemnification pursuant
to Section 5.1 (the "Indemnified Party") will give prompt written notice in
reasonable detail (the "Notice of Claim") to the indemnifying Party (the

                                       9


"Indemnifying Party") stating the basis of any claim for which indemnification
is being sought hereunder within thirty (30) days after its knowledge thereof;
provided, however, that the Indemnified Party's failure to provide any such
notice to the Indemnifying Party will not relieve the Indemnifying Party of or
from any of its obligations hereunder, except to the extent that the
Indemnifying Party suffers prejudice as a result of such failure. If the facts
giving rise to such indemnification involve an actual or threatened claim by or
against a third party:

           (a) the Parties hereto will cooperate in the prosecution or defense
of such claim and will furnish such records, information and testimony and
attend to such proceedings as may be reasonably requested in connection
therewith; and

           (b) the Indemnified Party will make no settlement of any claim that
would give rise to liability on the part of the Indemnifying Party without the
latter's prior written consent which will not be unreasonably withheld or
delayed, and the Indemnifying Party will not be liable for the amount of any
settlement affected without its prior written consent.

           5.3 Consequential Damages. Except with respect to a Party's fraud or
willful misconduct, neither Party, nor its Affiliates, will be liable to the
other Party, or its Affiliates, for any damages other than direct damages. Each
Party agrees that it is not entitled to recover and agrees to waive any claim
with respect to, and will not seek, consequential, punitive or any other special
damages as to any matter under, relating to or arising out of the transactions
contemplated by this Agreement, except with respect to such claims and damages
arising directly out of a Party's fraud or willful misconduct.

           5.4 Management Liability. Each Party acknowledges and agrees that the
obligations of the other Party hereunder are exclusively the obligations of such
other Party and are not guaranteed directly or indirectly by such other Party's
shareholders, officers, directors, agents or any other Person. Except as
otherwise specifically set forth in a separate agreement, each Party will look
only to the other Party and not to any director, officer, employee or agent
(including any member of the Management Team) for satisfaction of any claims,
demands or causes of action for damages, injuries or losses sustained by any
Party as a result of the other Party's action or inaction.

                                   ARTICLE VI
                                  FORCE MAJEURE

           6.1 Force Majeure Conditions. Except with respect to a Party's
obligations to pay or bear certain costs as provided herein, in no event will
either Party be liable to the other for any delay or other failure to perform
hereunder that is due to: (i) the other Party's unreasonable delay in supplying
or failure to supply approvals, information, materials, or services called for
or reasonably required under the terms of this Agreement; provided, however,
that the Party has previously requested such approvals, information, materials
or services with reasonable prior notice; or (ii) occurrences or circumstances
beyond such Party's reasonable control (including epidemic, riot, unavailability
of resources due to national defense priorities, war, armed hostilities, strike,
walkouts, civil disobedience, embargo, fire, flood, drought, storm, pestilence,
lightning, explosion, power blackout, earthquake, volcanic eruption or any

                                       10


foreseeable or unforeseeable act of God, act of a public enemy, act of
terrorism, act of sabotage, act or omission of carriers, or other natural
catastrophe or civil disturbance), in each case during the period and to the
extent that such extraordinary condition delays, impairs or prevents such
Party's performance (collectively, "Force Majeure Conditions"). If any Party
does not perform any of its obligations hereunder as a result of a Force Majeure
Condition, and any other Party's performance of its obligations hereunder are
conditioned upon the first Party's performance, then notwithstanding anything in
this Agreement to the contrary, the other Party's performance will be excused
(including payment obligations) until such time as the first Party has performed
those obligations prevented by the Force Majeure Condition.

           6.2 Performance Times. Performance times under this Agreement will be
considered extended for a period of time equivalent to the time lost because of
any delay or failure to perform excusable under this Article VI. The Party
claiming excusable delay will use commercially reasonable efforts to notify the
other Party of the Force Majeure Condition and to mitigate the effects of the
Force Majeure Condition giving rise to the delay so as to continue performing as
required hereunder as expeditiously as reasonably possible.

                                  ARTICLE VII
                                  MISCELLANEOUS

           7.1 No Partnership or Joint Venture; Independent Contractor. Nothing
contained in this Agreement will constitute or be construed to be or create a
partnership or joint venture between the Parties or their respective successors
or assigns. The Parties understand and agree that this Agreement does not make
either of them an agent or legal representative of the other for any purpose
whatsoever. No Party is granted, by this Agreement or otherwise, any right or
authority to assume or create any obligation or responsibilities, express or
implied, on behalf of or in the name of any other Party, or to bind any other
Party in any manner whatsoever. The Parties expressly acknowledge that each
Party is an independent contractor with respect to the other Parties in all
respects.

           7.2 Amendments; Waivers. Except as expressly provided herein, this
Agreement and any attached Exhibit may be amended only by agreement in writing
of all Parties. No waiver of any provision nor consent to any exception to the
terms of this Agreement or any agreement contemplated hereby will be effective
unless in writing and signed by each Party and then only to the specific
purpose, extent and instance so provided. No failure on the part of any Party to
exercise or delay in exercising any right hereunder will be deemed a waiver
thereof, nor will any single or partial exercise preclude any further or other
exercise of such or any other right.

           7.3 Schedules and Exhibits; Integration. Each Schedule and Exhibit
delivered pursuant to the terms of this Agreement must be in writing and will
constitute a part of this Agreement, although schedules need not be attached to
each copy of this Agreement. This Agreement, together with such Schedules and
Exhibits, and the other Commercial Agreements (as defined in the LLC Purchase
Agreement) constitutes the entire agreement among the Parties pertaining to the
subject matter hereof and supersedes all prior agreements and understandings of
the Parties in connection therewith.

                                       11


           7.4 Further Assurances. Each Party will take such other actions as
any other Party may reasonably request or as may be necessary or appropriate to
consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.

           7.5 Governing Law. This Agreement and the legal relations between the
Parties will be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and performed in such State and
without regard to conflicts of law doctrines unless certain matters are
preempted by federal law.

           7.6 Assignment. Neither this Agreement nor any rights or obligations
hereunder are assignable by one Party without the express prior written consent
of the other Parties; provided, however, that any Party may assign this
Agreement, upon written notice to the other Parties, to any of such Party's
Affiliates without the consent of the other Parties if such Affiliate agrees in
writing to be bound by the terms of this Agreement and the assigning Party
remains liable for its obligations hereunder. A Change of Control of any Party
hereto will not be deemed to be an assignment of this Agreement, provided that
if the relevant Party is no longer directly bound as a party to this Agreement
(e.g., because the Change of Control is a sale or transfer of assets or is the
result of a transaction pursuant to which the successor, surviving or acquiring
entity does not automatically succeed to the obligations of such Party by
operation of law), the successor, surviving or acquiring entity is required to
agree in writing (whether as part of the acquisition agreement that provides for
the other Parties to be a third party beneficiary or in a separate agreement) to
assume this Agreement on substantially similar terms and in all material
respects.

           7.7 Headings. The descriptive headings of the Articles, Sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.

           7.8 Counterparts. This Agreement and any amendment hereto or any
other agreement delivered pursuant hereto may be executed in one or more
counterparts and by different Parties in separate counterparts. All counterparts
will constitute one and the same agreement and will become effective when one or
more counterparts have been signed by each Party and delivered to the other
Parties.

           7.9 Confidentiality. Each of the Parties agrees that all non-public,
confidential information received from the other party is deemed received
pursuant to the Confidentiality Agreement, and each Party will, and will cause
its representatives (as defined in the Confidentiality Agreement) to, comply
with the provisions of the Confidentiality Agreement with respect to such
information, and the provisions of the Confidentiality Agreement are hereby
incorporated by reference with the same effect as if fully set forth herein. The
obligations contained in this Section 7.9 will survive the termination or
expiration of this Agreement for a period of one (1) year.

           7.10 Successors and Assigns; No Third Party Beneficiaries. This
Agreement is binding upon and will inure to the benefit of each Party and their
respective successors or assigns, and nothing in this Agreement, express or

                                       12


implied, is intended to confer upon any other Person or Governmental Entity any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.

           7.11 Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given: (i) immediately when
personally delivered; (ii) when received by first class mail, return receipt
requested; (iii) one day after being sent by Federal Express or other overnight
delivery service; or (iv) when receipt is acknowledged, either electronically or
otherwise, if sent by facsimile, telecopy or other electronic transmission
device. Notices, demands and communications to the other Party will, unless
another address is specified by such Party in writing, be sent to the address
indicated below:

            If to SGN, addressed to:

            Dex Media East LLC
            198 Inverness Drive West, Eighth Floor
            Englewood, Colorado 80112
            Attention:  Chief Executive Officer
            Fax:  (303) 784-1964

            With a copy to (which will not constitute notice):

            Latham & Watkins
            885 Third Avenue, Suite 1000
            New York, New York 10022
            Attention:  R. Ronald Hopkinson, Esq.
            Fax:  (212) 751-4864

            If to Dex, addressed to:

            Qwest Dex, Inc.
            198 Inverness Drive West
            Englewood, CO 80112
            Attention:  Dex Project Manager
            Fax:  (303) 784-1964

            With a copy to:

            Qwest Communications International Inc.
            1801 California Street
            Denver, CO 80202
            Attention:  Patrick Halbach
            Fax:  (303) 896-1107

                                       13


            With a copy to (which will not constitute notice):

            O'Melveny & Myers, LLP
            1999 Avenue of the Stars, Suite 700
            Los Angeles, California 90067
            Attention:  Steven L. Grossman, Esq.
            Fax:   (310) 246-6779

           7.12 Expenses. Except as otherwise set forth herein, the Parties will
each pay their own expenses incident to the negotiation, preparation and
performance of this Agreement, including the fees, expenses and disbursements of
their respective investment bankers, accountants and counsel.

           7.13 Waiver. No failure on the part of any Party to exercise or delay
in exercising any right hereunder will be deemed a waiver thereof, nor will any
single or partial exercise preclude any further or other exercise of such or any
other right.

           7.14 Representation by Counsel; Interpretation. Each of the Parties
acknowledges that it has been represented by counsel in connection with this
Agreement. Accordingly, any rule of Law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the Party
that drafted it has no application and is expressly waived. The provisions of
this Agreement will be interpreted in a reasonable manner to effect the intent
of the Parties.

           7.15 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, to achieve the intent of the Parties. All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.

           7.16 Arbitration; Jurisdiction. Subject to Section 1.3, any dispute,
controversy or claim arising under or related to this Agreement, regardless of
the legal theory upon which it is based, will be settled by final, binding
arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. ss.. 1 et seq., in
accordance with the American Arbitration Association Commercial Arbitration
Rules. Nothing herein will, however, prohibit a Party from seeking temporary or
preliminary injunctive relief in a court of competent jurisdiction. In any
arbitration, the number of arbitrators will be three, Dex, on the one hand, and
SGN, on the other hand, each having the right to appoint one arbitrator, who
will together appoint a third neutral arbitrator within thirty (30) days after
the appointment of the last Party-designated arbitrator. All arbitration
proceedings will take place in Denver, Colorado. The arbitrators will be
entitled to award monetary and equitable relief, including specific performance
and other injunctive relief; provided, however, that only damages allowed
pursuant to this Agreement may be awarded. Except as otherwise expressly
provided in this Section 7.16, each Party will bear the expenses of its own
counsel and will jointly bear the expenses of the arbitrators. The arbitrators
will allocate the remaining costs of the arbitration proceeding. The Parties
agree that the arbitrators will include, as an item of damages, the costs of
arbitration, including reasonable legal fees and expenses, incurred by the
prevailing party if the arbitrators determine that either: (i) the
non-prevailing party did not act in good faith when disputing its liability
hereunder to the prevailing party or when initiating a claim against the
prevailing party; or (ii) the prevailing party has had to resort to arbitration
with respect to a substantially similar claim more than twice in any thirty-six
(36) month period. Should it become necessary to resort or respond to court
proceedings to enforce a Party's compliance with this Section 7.16, such

                                       14



proceedings will be brought only in the federal or state courts located in the
State and County of New York, which will have exclusive jurisdiction to resolve
any disputes with respect to this Agreement, with each Party irrevocably
consenting to the jurisdiction thereof. If the court directs or otherwise
requires compliance herewith, then all costs and expenses, including reasonable
attorneys' fees incurred by the Party requesting such compliance, will be
reimbursed by the non-complying Party to the requesting Party.

           7.17 General Rules of Construction. For all purposes of this
Agreement and the Exhibits and Schedules delivered pursuant to this Agreement:
(i) the terms defined in Annex 1 have the meanings assigned to them in Annex 1
and include the plural as well as the singular; (ii) all accounting terms not
otherwise defined herein have the meanings assigned under GAAP; (iii) all
references in this Agreement to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
the body of this Agreement; (iv) pronouns of either gender or neuter will
include, as appropriate, the other pronoun forms; (v) the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision; (vi) "or" is not exclusive; (vii) "including" and "includes" will
be deemed to be followed by "but not limited to" and "but is not limited to,"
respectively; (viii) any definition of or reference to any law, agreement,
instrument or other document herein will be construed as referring to such law,
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified; and (ix) any definition of or reference to
any statute will be construed as referring also to any rules and regulations
promulgated thereunder.

                                       15



      IN WITNESS HEREOF, each of the Parties hereto has caused this Agreement
to be executed by its duly authorized officers as of the day and year first
above written.


                                       QWEST DEX, INC.


                                       By:  /s/ George Burnett
                                           ---------------------------------
                                       Name:  George Burnett
                                       Title: President


                                       QWEST COMMUNICATIONS INTERNATIONAL INC.


                                       By:  /s/ Yash A. Rana
                                           ---------------------------------
                                       Name:  Yash A. Rana
                                       Its:   Vice President


                                       SGN LLC
                                       By:  Qwest Dex, Inc., its sole member


                                       By:  /s/ George Burnett
                                           ---------------------------------
                                       Name:   George Burnett
                                       Title:  President


                                       DEX HOLDINGS LLC


                                       By:  /s/ James A. Attwood, Jr.
                                           ---------------------------------
                                       Name:   James A. Attwood, Jr.
                                       Title:  Managing Director

                                       S-1


                              ANNEX 1: DEFINITIONS


      "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, a specified Person.  The term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with") means the possession of the power to direct the management and
policies of the referenced Person, whether through ownership interests, by
contract or otherwise.

      "Agreement" has the meaning set forth in the introductory paragraph.

      "Amdocs Project" has the meaning ascribed to such term in the
Professional Services Agreement.

      "Billing and Collection Agreement" has the meaning ascribed to such
term in the Purchase Agreement.

      "Business" has the meaning ascribed to such term in the LLC Purchase
Agreement.

      "Buyer" has the meaning set forth in the recitals.

      "Change of Control" means: (i) an acquisition by any Person or group of
Persons of the voting stock of the referenced Person in a transaction or
series of transactions, if immediately thereafter such acquiring Person or
group has, or would have, beneficial ownership of more than 50% of the
combined voting power of the referenced Person's then outstanding voting
stock, including any such acquisition by way of a merger, consolidation or
reorganization (including under the Bankruptcy Code), or series of such
related transactions, involving the referenced Person; (ii) a sale,
assignment or other transfer of all or substantially all of the referenced
Person's assets; or (iii) a confirmation of any plan of reorganization or
liquidation under, or sale of assets pursuant to, the Bankruptcy Code, any
out-of-court recapitalization or reorganization transaction or exchange
offer, in any case in which more than fifty-one percent (51%) of such
Person's outstanding equity securities are issued in exchange for all or a
significant portion of such Person's outstanding debt or other securities, or
a deed in lieu of foreclosure or any other remedy or right at law or contract
by which substantially all of such Person's equity securities or assets are
surrendered, assigned or otherwise transferred to another Person.

      "Closing" has the meaning set forth in the recitals.

      "Closing Date" has the meaning ascribed to such term in the LLC
Purchase Agreement.

      "Confidentiality Agreement" means that certain Confidentiality
Agreement between Welsh, Carson, Anderson & Stowe IX, L.P. and Qwest Services
Corporation, dated as of April 22, 2002.

      "Contribution Agreement" has the meaning ascribed to such term in the
Purchase Agreement.

      "Data Security Plan" has the meaning set forth in Section 2.3.

                                    Annex 1-1


      "Designated Representatives" has the meaning set forth in Section
1.3(a).

      "Dex" has the meaning set forth in the introductory paragraph.

      "Dex Business" means the "Rodney Transferred Business" as such term is
defined in the LLC II Purchase Agreement.

      "Dex Project Manager" has the meaning set forth in Section 1.2.

      "Dispute" has the meaning set forth in Section 1.3(a).

      "Effective Date" has the meaning set forth in the introductory
paragraph.

      "Final Separation Date" means the date upon which the Parties have
completed the respective tasks and obligations set forth in Section 3.1,
Section 3.2, Section 3.3 and Section 3.5, but in no event later than one (1)
year following the Separation Trigger Date.

      "Final Separation Plan" has the meaning set forth in Section 2.1.

      "Force Majeure Conditions" has the meaning set forth in Section 6.1.

      "Governmental Entity" means any government or any regulatory agency,
bureau, board, commission, court, department, official, political
subdivision, tribunal or other instrumentality of any government, whether
federal, state or local, domestic or foreign.

      "Indemnified Party" has the meaning set forth in Section 5.2.

      "Indemnifying Party" has the meaning set forth in Section 5.2.

      "Inquiry" has the meaning set forth in Section 1.4(a).

      "IT Assets" has the meaning set forth in Section 2.2(b).

      "Joint Management Agreement" means that certain Joint Management
Agreement between Qwest, Dex, Buyer and SGN, to be entered into at the
Closing.

      "LLC Purchase Agreement" has the meaning set forth in the recitals.

      "LLC II Purchase Agreement" has the meaning set forth in the recitals.

      "Loss" means any cost, damage, disbursement, expense, liability, loss,
obligation, penalty or settlement, including interest or other carrying
costs, legal, accounting and other professional fees and expenses incurred in
the investigation, collection, prosecution and defense of claims and amounts
paid in settlement, that may be imposed on or otherwise incurred or suffered
by the referenced Person; provided, however, that the term "Loss" will not be
deemed to include any special, exemplary or punitive damages, except to the
extent such damages are incurred as a result of third party claims.

                                       Annex 1-2


      "Management Team" has the meaning ascribed to such term in the Joint
Management Agreement.

      "Non-Competition and Non-Solicitation Agreement" means that certain
Non-Competition and Non-Solicitation Agreement by and among Qwest, Dex, SGN
and the other parties thereto, to be entered into at the Closing.

      "Notice of Claim" has the meaning set forth in Section 5.2.

      "Party" or "Parties" has the meaning set forth in the introductory
paragraph.

      "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.

      "Personnel" has the meaning set forth in Section 2.7.

      "Project Managers" has the meaning set forth in Section 1.2.

      "Proprietary Data" has the meaning set forth in Section 2.2(a).

      "QDC Site" has the meaning set forth in Section 3.3.

      "QSC" has the meaning set forth in the recitals.

      "Qwest" has the meaning set forth in the introductory paragraph.

      "Region" has the meaning set forth in Section 1.4(b).

      "Retained Employees" has the meaning set forth in Section 2.5.

      "Second Closing" has the meaning set forth in the recitals.

      "Separation" has the meaning set forth in Section 2.1.

      "Separation Trigger Date" has the meaning set forth in Section 2.1.

      "SGN" has the meaning set forth in the introductory paragraph.

      "SGN Project Manager" has the meaning set forth in Section 1.2(a).

      "Shared Systems" has the meaning set forth in Section 2.3.

      "Term" has the meaning set forth in Section 4.1.

      "Trademark License Agreement" means that certain Trademark License
Agreement between Qwest, Buyer, SGN and GPP LLC, to be entered into at
Closing.

      "Transferred Business" has the meaning ascribed to such term in the LLC
Purchase Agreement.

                                    Annex 1-3


      "Transferred Employees" has the meaning set forth in Section 2.5.

      "Transferred Employees List" has the meaning set forth in Section 2.5.

      "Transition Documents" has the meaning set forth in the recitals.


                                    Annex 1-4