R H DONNELLEY CORP
SUBSCRIBER LISTINGS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>y82590exv10w5.txt
<DESCRIPTION>SUBSCRIBER LISTINGS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

                          SUBSCRIBER LISTINGS AGREEMENT

         THIS SUBSCRIBER LISTINGS AGREEMENT ("Agreement") is effective as of
this 3rd day of January, 2003, by and between R.H. Donnelley Publishing &
Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), a Kansas
corporation ("RHDPA"), CenDon, L.L.C., a Delaware limited liability company
("CenDon"), R.H. Donnelley Directory Company (f/k/a Centel Directory Company), a
Delaware corporation ("RHDDC") (RHDPA, CenDon and RHDDC are referred to
collectively in this Agreement as "Publisher"), Sprint Corporation, a Kansas
Corporation ("Sprint Parent"), and Sprint Minnesota, Inc., Sprint - Florida,
Incorporated, Carolina Telephone & Telegraph Co., United Telephone - Southeast,
Inc., United Telephone Company of the Carolinas, United Telephone Company of
Southcentral Kansas, United Telephone Company of Eastern Kansas, United
Telephone Company of Kansas, Sprint Missouri, Inc., United Telephone Company of
Texas, Inc., United Telephone Company of the West, The United Telephone Company
of Pennsylvania, United Telephone Company of New Jersey, Inc., United Telephone
Company of the Northwest, United Telephone Company of Ohio, United Telephone
Company of Indiana, Inc., Central Telephone Company, Central Telephone Company
of Virginia and Central Telephone Company of Texas (collectively the "Sprint
Local Telecommunications Division" or "Sprint LTD"), each of which is a
certificated provider of local telephone exchange service. Publisher, Sprint
Parent and Sprint LTD are sometimes referred to in this Agreement as a "Party"
and collectively as the "Parties."

                                    RECITALS

         A.       On the date of this Agreement, R.H. Donnelley Corporation, a
Delaware corporation ("Buyer"), is acquiring from Sprint Parent all of the
outstanding capital stock of DirectoriesAmerica, Inc., a Kansas corporation,
which is the sole owner of RHDPA, and from Centel Directories LLC, a Delaware
limited liability company ("Centel LLC"), all of the outstanding capital stock
of RHDDC, which is a member of CenDon (Sprint Parent and Centel LLC are referred
to collectively in this Agreement as the "Sellers"), pursuant to a Stock
Purchase Agreement, dated as of September 21, 2002, between Sellers and Buyer
(the "Stock Purchase Agreement");

         B.       The Stock Purchase Agreement provides that the Parties will
enter into this Agreement;

         C.       Pursuant to the terms of the Stock Purchase Agreement, on the
date of this Agreement, Publisher and Sprint LTD are entering into a Directory
Services License Agreement (the "Directory Services License Agreement") in order
to provide for the continued production, publication and distribution of the
Sprint LTD Directories by Publisher following the closing of the transactions
contemplated by the Stock Purchase Agreement;

         D.       The Parties desire to set forth certain understandings among
themselves with respect to the provision of the Subscriber Listing Information
and Listing Information Updates.
<PAGE>
         E.       Capitalized terms not otherwise defined in this Agreement
shall have the meanings ascribed thereto in the Directory Services License
Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants and agreements set forth in this
Agreement and the consummation of the transactions contemplated by the Stock
Purchase Agreement, the Parties agree as follows:

                                   ARTICLE 1

                         SUBSCRIBER LISTING INFORMATION

         SECTION 1.1       LICENSE AND PROVISION OF SUBSCRIBER LISTING
INFORMATION AND LISTING INFORMATION UPDATES. Sprint LTD hereby grants to
Publisher a non-exclusive, non-transferable (except as provided in Section 9.1
of the Directory Services License Agreement), non-sublicensable license to use
the Subscriber Listing Information and Listing Information Updates solely in
accordance with the following provisions:

         (a) Upon the request of Publisher and in a format consistent with
Current Practices, Sprint LTD will provide all Subscriber Listing Information to
Publisher to be included in the Sprint LTD Directories. Sprint LTD will maintain
the Standard Listings database for all Subscribers. The foregoing shall not
prohibit Publisher from maintaining its own database of listings. Publisher and
Sprint LTD will work cooperatively to ensure that the proper Subscriber Listing
Information is provided to Publisher regardless of the NPA/NXX used in
provisioning local telephone service. Publisher will request Subscriber Listing
Information for each Sprint LTD Directory within a reasonable time prior to the
publication of such Sprint LTD Directory in order to include as much updated
Subscriber Listing Information in the Sprint LTD Directory as is reasonably
practicable.

         (b) Sprint LTD will provide all Listing Information Updates for Sprint
LTD's business Subscribers to Publisher in a form consistent with Current
Practices. Sprint LTD will provide such Listing Information Updates as soon as
reasonably practicable but in any event within three (3) business days of the
update being added to Sprint LTD's records.

         (c) Except as otherwise permitted by any applicable law or regulation,
Publisher will use the Subscriber Listing Information and Listing Information
Updates only during the Term (provided, however, that after the Term Publisher
will be permitted to use the Subscriber Listing Information for any Sprint LTD
Directories that commenced production prior to the end of the Term and not be
required to recall any Sprint LTD Directories published prior to the end of the
Term) and for the sole purpose of publishing telephone directories in any format
and soliciting advertising for such telephone directories. The foregoing shall
not prohibit Publisher from maintaining its own database of listings. Publisher
will not use such information in any manner or in any way that: (i) interferes
with the proper and efficient furnishing of services by Sprint LTD to its
customers; (ii) adversely affects the relationship between Sprint LTD and its

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customers or the public; or (iii) would violate applicable law. Sprint LTD will
retain the sole right to sell the Subscriber Listing Information and Listing
Information Updates to third parties. Publisher will not publish in the Sprint
LTD Directories or otherwise disclose any information (except for distribution
purposes and as otherwise permitted by this Agreement) concerning Subscribers
designated in the Subscriber Listing Information as "non-published" or
"unlisted" or the like. Publisher will not use the Subscriber Listing
Information to solicit the people or entities identified as such in connection
with the sale of advertising in the Sprint LTD Directories. Publisher will own
all information and work product relating to advertising in the Sprint LTD
Directories, except for any such information or work product owned solely by the
customers of Publisher or other parties.

         SECTION 1.2       PRICE. Publisher will pay to Sprint LTD $0.04 per
Listing in the aggregate for Subscriber Listing Information and $0.06 per
Listing in the aggregate for Listing Information Updates provided to Publisher.
Sprint LTD may from time to time alter the rates charged by it for Listing
Information and Listing Information Updates, upon prior written notice to
Publisher, except that such rates will not exceed the maximum rates allowed by
any applicable law or regulation for such Subscriber Listing Information and
Listing Information Updates; provided, that any such payments will be made on a
most-favored-customer basis at the lowest available discounted price, whether
such price is that offered by Sprint LTD to any third party or suggested by the
Federal Communications Commission. For purposes of the foregoing sentence,
"aggregate" means on an aggregated basis regardless of how often and in what
media, format or device such Listings are displayed by Publisher. On or before
the fifteenth (15th) day of each month, Sprint LTD will deliver to Publisher an
invoice setting forth in reasonable detail the payments due Sprint LTD under
this Section 1.2 for the preceding month. Publisher will deliver payment in full
to Sprint LTD within sixty (60) days of receipt of such invoice.

         SECTION 1.3       CLASSIFIED HEADINGS. Publisher will provide Sprint
LTD with a list of authorized classified headings for use with business
Subscribers. Publisher will place the Standard Listings in the Yellow Pages
Directories under the heading assignments requested by the Subscribers. Sprint
LTD will assign the Standard Listing to the appropriate classified heading
provided by Publisher to Sprint LTD, unless Publisher determines in its
reasonable discretion that the Subscriber was inadvertently assigned to the
wrong classified heading by Sprint LTD in which case Publisher will confirm with
the Subscriber the proper heading and reassign the Subscriber to such proper
heading.

         SECTION 1.4       DIRECTORY SERVICES LICENSE AGREEMENT. Publisher's use
of the Subscriber Listing Information and the Listing Information Updates shall
also be subject to and in accordance with those terms and conditions of the
Directory Services License Agreement that refer to the Subscriber Listing
Information and/or Listing Information Updates.

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<PAGE>
                                    ARTICLE 2

                              TERM AND TERMINATION

         SECTION 2.1       TERM. Except as otherwise provided in this Agreement
or the Directory Services License Agreement, this Agreement will be coterminous
with the Directory Services License Agreement and each Party's obligations will
terminate immediately upon the termination or expiration of the Directory
Services License Agreement; provided, however, that no termination or expiration
of this Agreement will release any Party from liability for prior breaches of
any provision of this Agreement.

         SECTION 2.2       EFFECTS OF TERMINATION. Except as otherwise provided
in this Agreement, upon termination of this Agreement, Publisher will no longer
have access under this Agreement to Subscriber Listing Information or Listing
Information Updates. However, Sprint LTD will, upon the request of Publisher,
provide Publisher with access to listing information of Subscribers consistent
with Sprint LTD's applicable regulatory obligations.

                                    ARTICLE 3

                                     GENERAL

         SECTION 3.1       ASSIGNMENT. Except as provided in Section 9.1 of the
Directory Services License Agreement, no Party may assign all or any of its
rights or obligations under the Agreement without the prior written consent of
the other Parties, except that any Party may assign all of its rights and
obligations under the Agreement (a) in connection with a sale of all or
substantially all of its assets or by merger if the purchaser assumes in writing
all of the assigning Party's rights and obligations under this Agreement in a
form reasonably acceptable to the other Party or (b) to (i) any of its
Affiliates or (ii) any lender or any other party as collateral in connection
with any financing provided that no such assignment permitted by this clause (b)
will relieve such Party of any of its obligations under this Agreement.

         SECTION 3.2       SUBCONTRACTORS. Any Party may subcontract with third
parties or Affiliates of such Party for the performance of any of such Party's
obligations under this Agreement. If any obligation is performed for either
Party through a subcontractor, such Party will remain fully responsible for the
performance of this Agreement in accordance with its terms, including any
obligations it performs through subcontractors, and such Party will be solely
responsible for payments due to its subcontractors. No contract, subcontract or
other agreement entered into by either Party with any third party in connection
with the provision of services under this Agreement will provide for any
indemnity, guarantee or assumption of liability by, or other obligation of, the
other Party with respect to such arrangement, except as consented to in writing
by the other Party. No subcontractor will be deemed a third party beneficiary
for any purposes under this Agreement.

         SECTION 3.3       RELATIONSHIP. Nothing contained in this Agreement
shall be construed to create the relationship of employer and employee between
any Sprint Entity and Publisher,

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franchisor - franchisee, or to make any Sprint Entity or Publisher partners,
joint venturer or co-employer of the other, or result in joint service offerings
to their respective customers.

         SECTION 3.4       NOTICES. Any notice required or permitted under this
Agreement will be in writing and will be hand-delivered, sent by confirmed
facsimile or mailed by overnight express mail. Notice will be deemed to have
been given when such notice is received. Addresses for notices are as follows:

                  If to Sprint LTD:

                           Sprint Corporation
                           6200 Sprint Parkway
                           Overland Park, KS 66251
                           KSOPHF 0202 - 2B579
                           Attention: Vice President, Business
                                      Planning & Development- LTD
                           Facsimile: 913-794-0141

                  With a copy to:

                           Sprint Corporation
                           6200 Sprint Parkway
                           Overland Park, KS 66251
                           KSOPHF 0302 - 3B679
                           Attention: Legal - Corporate Secretary
                           Facsimile: 913-794-0144

                  If to Publisher:

                           R.H. Donnelley Corporation
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attention: General Counsel
                           Facsimile: 914-933-6844

or at such other address as any Party may provide to the others by written
notice.

         SECTION 3.5       INDEPENDENT CONTRACTOR. The relationship between the
Parties is that of an independent contractor. Each Party will be solely
responsible for such Party's employees, including compliance with all employment
laws, regulations, and rules and payment of wages, benefits and employment taxes
such as Social Security, unemployment, workers compensation and federal and
state withholding with respect to such employees.

         SECTION 3.6       ENTIRE AGREEMENT. The Commercial Agreements
constitute the entire understanding and agreement of the Parties concerning the
subject matter of this Agreement, and supersede any prior agreements,
representations, statements, understandings, proposals,

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undertakings or negotiations, whether written or oral, with respect to the
subject matter expressly set forth in this Agreement.

         SECTION 3.7       SEVERABILITY. If any term, condition or provision of
this Agreement is held to be invalid or unenforceable for any reason, such
invalidity will not invalidate the entire Agreement, unless such construction
would be unreasonable. This Agreement will be construed as if it did not contain
the invalid or unenforceable provision or provisions, and the rights and
obligations of each Party will be construed and enforced accordingly, except
that in the event such invalid or unenforceable provision or provisions are
essential elements of this Agreement and substantially impair the rights or
obligations of a Party, the Parties will promptly negotiate in good faith a
replacement provision or provisions.

         SECTION 3.8       COMPLIANCE WITH LAWS/REGULATIONS. Each Party will
comply with all federal, state, and local laws, regulations, rules, ordinances
and orders relating to the performance of its obligations and the use of
services provided under the Agreement, including any rulings, modifications,
regulations or orders of the Federal Communications Commission and/or any
applicable state utility commission to the extent this Agreement is subject to
the jurisdiction of such regulatory authority.

         SECTION 3.9       FORCE MAJEURE. Neither Party will be liable for any
delay or failure in performance of any part of this Agreement caused by a Force
Majeure condition, including acts of God, a public enemy or terrorism, fires,
floods, freight embargoes, earthquakes, volcanic actions, wars (whether against
a nation or otherwise), civil disturbances or other similar causes beyond the
reasonable control of the Party claiming excusable delay or other failure to
perform (a "Force Majeure"). If any Force Majeure condition occurs, the Party
whose performance fails or is delayed because of such Force Majeure condition
will give prompt notice to the other Party, will use commercially reasonable
efforts to perform in spite of the Force Majeure condition and upon cessation of
such Force Majeure condition will give like notice and commence performance
under the Agreement as promptly as reasonably practicable.

         SECTION 3.10      NO THIRD PARTY BENEFICIARIES. This Agreement is
intended solely for the benefit of the Parties, and no third-party beneficiaries
are created by this Agreement. This Agreement does not provide and should not be
construed to provide third parties with any remedy, claim, liability,
reimbursement, cause of action or other privilege.

         SECTION 3.11      BINDING EFFECT. This Agreement will be binding on and
inure to the benefit of the Parties, and their respective successors and
permitted assigns.

         SECTION 3.12      WAIVERS. No waiver of any provision of this
Agreement, and no consent to any default under this Agreement, will be effective
unless the same is in writing and signed by an officer of the Party against whom
such waiver or consent is claimed. In addition, no course of dealing or failure
of a Party strictly to enforce any term, right or condition of this Agreement
will be construed as a waiver of such term, right or condition. Waiver by a
Party of any default by any other Party will not be deemed a waiver of any
subsequent or other default.

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<PAGE>
         SECTION 3.13      HEADINGS. The headings and numbering of sections and
paragraphs in this Agreement are for convenience only and will not be construed
to define or limit any of the terms in this Agreement or affect the meaning or
interpretation of this Agreement.

         SECTION 3.14      SURVIVAL. Any liabilities or obligations of a Party
for acts or omissions occurring prior to the cancellation or termination of this
Agreement and any obligations of a Party under any other provisions of this
Agreement which, by their terms, are contemplated to survive (or be performed
after) termination of this Agreement (subject to any time limitations specified
therein) will survive the cancellation or termination of this Agreement.

         SECTION 3.15      MODIFICATIONS. No amendments, deletions, additions or
other modifications to this Agreement will be binding unless evidenced in
writing and signed by an officer of each of the respective parties hereto.

         SECTION 3.16      COUNTERPARTS. This Agreement may be executed in any
number of counterparts, and each such counterpart will be deemed to be an
original instrument, but all such counterparts together will constitute but one
agreement. This Agreement will become effective when one or more counterparts
have been signed by each and delivered to the other Parties, it being understood
that the Parties need not sign the same counterpart.

         SECTION 3.17      REMEDIES. The Parties agree that all disputes or
controversies arising out of or relating to this Agreement shall be resolved
using the procedures set forth in the Directory Services License Agreement,
including Sections 17.1, 17.3, 17.4, 17.5 and 17.6, which are incorporated
herein by this reference. The provisions of Articles 11 and 13 of the Directory
Services License Agreement also shall apply to this Agreement.

         SECTION 3.18      GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

         SECTION 3.19      SPRINT LTD OBLIGATIONS. Each individual entity
comprising Sprint LTD under this Agreement will be severally responsible for the
obligations of Sprint LTD under this Agreement with respect to the specific
Service Areas operated by such entity. Subject to any novation that occurs
pursuant to Section 9.1(b) of the Directory Services License Agreement, Sprint
Parent will be jointly and severally responsible with each entity comprising
Sprint LTD for the obligations of such entity under this Agreement.

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<PAGE>
         IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.

PUBLISHER:

R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC. (f/k/a Sprint        CENDON, L.L.C.
Publishing & Advertising, Inc.)

By: /s/ ROBERT J. BUSH                 By: /s/ ROBERT J. BUSH
   -----------------------------          -----------------------------

Name: Robert J. Bush                   Name: Robert J. Bush

Title: Vice President and Secretary    Title:  Authorized Signatory

R.H. DONNELLEY DIRECTORY COMPANY
(f/k/a Centel Directory Company)

By: /s/ ROBERT J. BUSH
   -----------------------------

Name: Robert J. Bush

Title: Vice President and Secretary

SPRINT PARENT:

SPRINT CORPORATION

By: /s/ CHARLES WUNSCH
   -----------------------------

Name: Charles Wunsch

Title: Assistant Vice President

                         [Subscriber Listings Agreement]
<PAGE>
SPRINT LTD:

SPRINT MINNESOTA, INC.                 SPRINT - FLORIDA, INCORPORATED

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title:  Vice President

CAROLINA TELEPHONE & TELEGRAPH         UNITED TELEPHONE - SOUTHEAST, INC.
CO.

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

UNITED TELEPHONE COMPANY OF            UNITED TELEPHONE COMPANY OF
THE CAROLINAS                          SOUTHCENTRAL KANSAS

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

UNITED TELEPHONE COMPANY               UNITED TELEPHONE COMPANY OF
OF EASTERN KANSAS                      KANSAS

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

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<PAGE>
SPRINT MISSOURI, INC.                  UNITED TELEPHONE COMPANY
                                       OF TEXAS, INC.

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

UNITED TELEPHONE COMPANY OF            THE UNITED TELEPHONE COMPANY
THE WEST                               OF PENNSYLVANIA

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

UNITED TELEPHONE COMPANY               UNITED TELEPHONE COMPANY
OF NEW JERSEY, INC.                    OF THE NORTHWEST

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

UNITED TELEPHONE COMPANY               UNITED TELEPHONE COMPANY OF
OF OHIO                                INDIANA, INC.

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

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CENTRAL TELEPHONE COMPANY              CENTRAL TELEPHONE COMPANY
                                       OF VIRGINIA

By: /s/ JOSEPH MEYER                   By: /s/ JOSEPH MEYER
   ---------------------                  ---------------------

Name: Joseph Meyer                     Name: Joseph Meyer

Title: Vice President                  Title: Vice President

CENTRAL TELEPHONE COMPANY OF
TEXAS

By: /s/ JOSEPH MEYER
   ---------------------

Name: Joseph Meyer

Title: Vice President

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