PLEDGE AGREEMENT

Exhibit 10.5

PLEDGE AGREEMENT

dated as of

June 6, 2008,

among

DEX MEDIA, INC.

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

				Page
		ARTICLE I
		Definitions
SECTION 1.01.		Credit Agreement			1
SECTION 1.02.		Other Defined Terms			1
		ARTICLE II
		Pledge of Securities
SECTION 2.01.		Pledge			2
SECTION 2.02.		Delivery of the Pledged Collateral			3
SECTION 2.03.		Representations, Warranties and Covenants			3
SECTION 2.04.		Registration in Nominee Name; Denominations			4
SECTION 2.05.		Voting Rights: Dividends and Interest, etc.			4
		ARTICLE III
		Remedies
SECTION 3.01.		Remedies upon Default			5
SECTION 3.02.		Application of Proceeds			6
SECTION 3.03.		Securities Act, etc.			7
SECTION 3.04.		Registration, etc.			7
		ARTICLE IV
		Miscellaneous
SECTION 4.01.		Notices			8
SECTION 4.02.		Security Interest Absolute			8
SECTION 4.03.		Survival of Agreement			8
SECTION 4.04.		Binding Effect: Several Agreement			8
SECTION 4.05.		Successors and Assigns			8
SECTION 4.06.		Collateral Agents Fees and Expenses; Indemnification			9
SECTION 4.07.		Collateral Agent Appointed Attorney-in-Fact			9
SECTION 4.08.		GOVERNING LAW			10
SECTION 4.09.		Waivers; Amendment			10
SECTION 4.10.		WAIVER OF JURY TRIAL			10
SECTION 4.11.		Severability			10
SECTION 4.12.		Counterparts			11
SECTION 4.13.		Headings			11
SECTION 4.14.		Jurisdiction; Consent to Service of Process			11
SECTION 4.15.		Non-Recourse Obligation			11
SECTION 4.16.		Execution of Financing Statements			11

     PLEDGE AGREEMENT dated as of June 6, 2008, (this “ Agreement ”), among DEX MEDIA, INC., a Delaware corporation (“ Parent ”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the “ Collateral Agent ”) for the Secured Parties (as defined below).

          Reference is made to the Credit Agreement dated as of June 6, 2008 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “ Credit Agreement ”), among Parent, Dex Media West, Inc. (“ Holdings ”), Dex Media West LLC (the “ Borrower ”), the Lenders from time to time party thereto (the “ Lenders ”) and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (in either or both such capacities, the “ Agent ”). The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement, and the Parent will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

     SECTION 1.01. Credit Agreement . (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein.

          (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement.

     SECTION 1.02. Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

          “ Additional Obligations ” means the due and punctual payment and performance of all the obligations of the Parent and each Loan Party (other than the Borrower) under or pursuant to this Agreement and each of the other Loan Documents.

          “ Borrower Obligations ” means the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Specified Swap Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

          “ Credit Agreement ” has the meaning assigned to such term in the preliminary statement of this Agreement.

          “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

          “ Federal Securities Laws ” has the meaning assigned to such term in Section 3.03.

          “ New York UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

          “ Obligations ” means (a) the Borrower Obligations and (b) the Additional Obligations.

          “ Pledged Collateral ” has the meaning assigned to such term in Section 2.01.

          “ Pledged Stock ” has the meaning assigned to such term in Section 2.01.

          “ Proceeds ” has the meaning specified in Section 9-102 of the New York UCC.

          “ Reimbursement Obligation ” means the obligation of the Borrower to reimburse the Issuing Bank pursuant to Section 2.05(e) of the Credit Agreement.

          “ Secured Parties ” means collectively, (a) the Administrative Agent, (b) the Collateral Agent, (c) the Lenders and any Affiliate of any Lender to which Borrower Obligations or Guarantor Obligations, as applicable, are owed, (d) the Issuing Bank, (e) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document or the holder of any other Obligations, (f) any Secured Swap Provider to which Borrower Obligations or Guarantor Obligations, as applicable, are owed and (g) the successors and assigns of each of the foregoing.

          “ Secured Swap Provider ” means a Person with whom the Borrower has entered into a Specified Swap Agreement arranged by any Lender or any Affiliate of a Lender and any assignee thereof which is a Lender or Affiliate of a Lender.

          “ Specified Swap Agreement ” means any Swap Agreement entered into by Borrower or any of its Subsidiaries provided or arranged by any Person who was a Lender or an Affiliate of a Lender at the time such Swap Agreement was entered into.

ARTICLE II

Pledge of Securities

     SECTION 2.01. Pledge . As security for the payment or performance, as the case may be, in full of the Obligations, the Parent hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of the Parent’s right, title and interest in, to and under (a) the shares of capital stock of Holdings owned by it and listed on Schedule I and any other Equity Interests of Holdings obtained in the future by the Parent and the certificates representing all such Equity Interests (the “ Pledged Stock ”); provided that the Pledged Stock shall (i) not include to the extent applicable law requires that Holdings issue directors’ qualifying shares, such qualifying shares and (ii) subject to clause (i), include all the Equity Interests of the surviving entity of any merger of Holdings and the Borrower permitted under the Credit Agreement and (b) subject to

Section 2.05, all Proceeds of any of the foregoing (the items referred to in clauses (a) and (b) above being collectively referred to as the “ Pledged Collateral ”).

          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject , however , to the terms, covenants and conditions hereinafter set forth.

     SECTION 2.02. Delivery of the Pledged Collateral . (a) To the extent not previously delivered, the Parent agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Stock. Without limiting the foregoing, concurrently with any merger of Holdings and the Borrower permitted under the Credit Agreement, the Parent shall deliver to the Collateral Agent certificates representing all of the Equity Interests of the surviving entity of such merger required to be pledged hereunder.

          (b) Upon delivery to the Collateral Agent, to the extent not previously delivered, (i) any Pledged Stock shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Parent and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Stock. Each schedule so delivered shall supplement any prior schedules so delivered.

     SECTION 2.03. Representations, Warranties and Covenants . The Parent represents, warrants and covenants to and with the Collateral Agent, for the benefit of the Secured Parties, that:

          (a) Schedule I correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of Holdings represented by such Pledged Stock and includes all Equity Interests of Holdings owned by it, and at all times, the Pledged Stock shall represent 100% of the Equity Interests of Holdings owned, directly or indirectly, beneficially or of record, by the Parent;

          (b) the Pledged Stock has been duly and validly issued by Holdings and is fully paid and nonassessable;

          (c) except for the security interests granted hereunder, the Parent (i) is the owner, beneficially and of record, of the Pledged Stock indicated on Schedule I, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Permitted Encumbrances, (iii) will make no assignment, pledge, hypothecation, sale, disposition or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement and Permitted Encumbrances and (iv) will defend its title or interest hereto or therein against any and all Liens (other than Liens created by this Agreement and Permitted Encumbrances), however arising, of all Persons;

          (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or

disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

          (e) the Parent has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

          (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

          (g) by virtue of the execution and delivery by the Parent of this Agreement, when any Pledged Stock is delivered to the Collateral Agent in accordance with this Agreement (or maintained by the Collateral Agent in the case of Pledged Stock previously delivered), the Collateral Agent will obtain a valid and perfected first priority lien upon and security interest in such Pledged Stock as security for the payment and performance of the Obligations; and

          (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

     SECTION 2.04. Registration in Nominee Name; Denominations . The Collateral Agent, on behalf of the Secured Parties, shall have the right at any time following the occurrence and during the continuance of an Event of Default (in its sole and absolute discretion) to hold the Pledged Stock in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Parent, endorsed or assigned in blank or in favor of the Collateral Agent. The Parent will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Stock registered in the name of the Parent. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Stock for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

     SECTION 2.05. Voting Rights: Dividends and Interest, etc. (a) So long as no Event of Default shall have occurred and be continuing:

     (i) The Parent shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Stock or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents: provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Stock, the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

     (ii) The Collateral Agent shall execute and deliver to the Parent, or cause to be executed and delivered to the Parent, all such proxies, powers of attorney and other instruments as the Parent may reasonably request for the purpose of enabling the Parent to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

     (iii) The Parent shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Stock; provided that any noncash dividends or other distributions that would constitute Pledged Stock,

whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Stock or received in exchange for Pledged Stock or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by the Parent, shall not be commingled by the Parent with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

          (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Parent to dividends or other distributions that the Parent is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends or other distributions received by the Parent contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of the Parent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 3.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to the Parent (without interest) all dividends or other distributions that the Parent would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account.

          (c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Parent to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Parent to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, the Parent will have the right to exercise the voting and consensual rights and powers that the Parent would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

ARTICLE III

Remedies

     SECTION 3.01. Remedies upon Default . Upon the occurrence and during the continuance of an E