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EX-10.4 AMENDMENT NO. 1 TO DONTECH II PARTNERSHIP AGREEMENT

General Partnership Agreement

EX-10.4    AMENDMENT NO. 1 TO 

DONTECH II PARTNERSHIP AGREEMENT
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DONNELLEY R H INC | Ameritech Publishing of Illinois, Inc

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Title: EX-10.4 AMENDMENT NO. 1 TO DONTECH II PARTNERSHIP AGREEMENT
Governing Law: Illinois     Date: 3/12/2004

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Ex-10.4
 

AMENDMENT NO. 1 TO

DONTECH II PARTNERSHIP AGREEMENT

     This Amendment No. 1 (this “Amendment”) to the DonTech II Partnership Agreement (the “DonTech II Partnership Agreement”) dated as of this 28th day of January, 2000, by and between R.H. Donnelley Inc. (formerly known as The Reuben H. Donnelley Corporation), a Delaware Corporation (“Donnelley”), and Ameritech Publishing of Illinois, Inc., a Delaware Corporation (“API/IL”). Donnelley and API/IL are hereafter sometimes referred to individually as a “Partner” or collectively as “Partners.”

PREAMBLE

     On or about August 19, 1997, the Partners restructured their relationship (the “Restructuring”). In connection therewith they executed, among other documents, the Second Amended and Restated Am-Don Partnership Agreement (the “DonTech I Partnership Agreement”), which governs the DonTech I Partnership (the “DonTech I Partnership”) and the DonTech II Partnership Agreement, which governs the DonTech II Partnership (the “DonTech II Partnership”). In accordance with the financial analyses performed as the basis of

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