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SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF IDEARC MEDIA SALES - EAST CO.

General Partnership Agreement

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT 

OF 

IDEARC MEDIA SALES - EAST CO. 
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SECOND LICENSE APPLICATION CORP | IDEARC MEDIA SALES - EAST CO.

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Title: SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF IDEARC MEDIA SALES - EAST CO.
Governing Law: Maryland     Date: 4/10/2007

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT 

OF 

IDEARC MEDIA SALES - EAST CO. 
, Parties: second license application corp , idearc media sales - east co.
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Exhibit 3.17

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT

OF

IDEARC MEDIA SALES - EAST CO.

November 16, 2006


TABLE OF CONTENTS

Table of Contents

 

 

 

 

 

 

 

  

 

  

Page

Article I Introduction

  

2

1.1

  

Definitions

  

2

1.2

  

Other Terms

  

3

Article II General

  

3

2.1

  

Formation of Partnership

  

3

2.2

  

Partnership Name

  

3

2.3

  

Principal Office

  

3

2.4

  

Term of Partnership

  

3

2.5

  

Purpose

  

3

2.6

  

Powers of the Partnership

  

4

Article III Capital Contributions and Partnership Interests

  

4

3.1

  

Capital Contributions

  

4

3.2

  

Interest on Capital Contributions

  

4

3.3

  

Capital Account

  

4

Article IV Rights and Obligations of Partners

  

5

4.1

  

Management of the Partnership

  

5

4.2

  

Partnership Meetings

  

5

4.3

  

Tax Matters Partner

  

5

Article V Allocation of Profits and Losses

  

5

5.1

  

Profits and Losses

  

5

5.2

  

Distributions

  

5

Article VI Books of Account, Financial Statements and Fiscal Matters

  

6

6.1

  

Books of Account

  

6

6.2

  

Tax Returns and Other Reports

  

6

6.3

  

Fiscal Year

  

6

Article VII Transfers and Additional Partners

  

6

7.1

  

Prohibition on Transfer

  

6

Article VIII Dissolution

  

6

8.1

  

Dissolution and Termination of the Partnership

  

6

8.2

  

Distributions Upon Dissolution

  

7

Article IX Miscellaneous

  

7

9.1

  

Further Assurances

  

7

9.2

  

Notices

  

7

9.3

  

Governing Law

  

7

9.4

  

Amendments

  

8

9.5

  

Entire Agreement; Waivers

  

8

9.6

  

Binding Effect

  

8

 

i


 

 

 

 

 

9.7

  

Headings

  

8

9.8

  

Counterparts

  

8

9.9

  

Gender and Number

  

8

9.10

  

Severability

  

8

 

ii


SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF

IDEARC MEDIA SALES - EAST CO.

This SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT (the “Agreement”), is made and entered into effective as of November 16, 2006, by and between Idearc Media Sales - East LLC, a Delaware limited liability company, and Idearc Media Sales - West Inc., a Delaware corporation (referred to individually as a “Partner” and collectively as the “Partners”), and amends and restates the Original Agreement, as amended by the First Amendment and Second Amendment (each as hereinafter defined).

On January 31, 2002, Bell Atlantic Global Wireless, Inc. (“Wireless”), Bell Atlantic Investment Development Corporation (“Invesco”) and GTEX Corporation (“GTEX”) entered into that certain Amended and Restated Partnership Agreement of Verizon Mid-Atlantic Directory Sales Company, amending and restating that certain Agreement of Partnership dated May 12, 1987 between Bell Atlantic National Development Company, Inc. (predecessor-in-interest to Wireless) and GTEX (as amended and restated, the “Original Agreement”).

Pursuant to the terms of a Purchase and Sale Agreement dated August 31, 2002, Wireless purchased all of the partnership interests in the Partnership held by Invesco. GTEX merged with and into Verizon Directories Sales Corp. (“Verizon Directories Sales”), effective as of December 31, 2002, pursuant to a Certificate of Ownership and Merger filed with Secretary of State of Delaware. Wireless and Verizon Directories Sales, the two remaining partners, entered into (i) a First Amendment to Amended and Restated Partnership Agreement of Verizon Mid-Atlantic Directory Sales Company effective as of April 30, 2003 (the “First Amendment”) and (ii) a Second Amendment to Amended and Restated Partnership Agreement of Verizon Mid-Atlantic Directory Sales Company effective as of December 31, 2003 (the “Second Amendment”). Pursuant to the terms of the Second Amendment, the Partners changed the name of the Partnership to “Verizon Directories Sales - East Co.”

Verizon Directories Sales changed its name to Verizon Directories Sales - West Inc. pursuant to a Certificate of Amendment of Certificate of Incorporation of Verizon Directories Sales Corp. filed with the Secretary of State of Delaware on December 22, 2003, which changed its name to Idearc Media Sales - West Inc. pursuant to a Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on October 18, 2006.

Subsequent to the execution of the Original Agreement, Wireless formed a single member limited liability company, Directories Sales East LLC, a Delaware limited liability company (“Directories Sales East”), to which it contributed all of its interest in the Partnership. The effective result of such transfer was the substitution of Directories Sales East for Wireless as a Partner of the Partnership. Directories Sales East changed its name to Idearc Media Sales - East LLC pursuant to a Certificate of Amendment of Certificate of Formation of Directories Sales East LLC filed with the Secretary of State of Delaware on October 18, 2006.


ARTICLE I

Introduction

1.1 Definitions . The following terms used in this Agreement shall (unless otherwise expressly provided herein or unless the context otherwise requires) have the following respective meanings:

“Agreement” shall have the meaning set forth in the preamble hereto.

“Act” means the Maryland Revised Uniform Partnership Act, as revised from time to time, and any successor thereto.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with that first Person. As used in this definition, the term “control” means (a) with respect to any corporation or other entity having voting shares or the equivalent and elected directors, managers, or Persons performing similar functions, the ownership or power to vote more than 50% of shares or the equivalent having the power to vote in the election of directors, managers, or Persons performing similar functions, and (b) with respect to any other entity, the ability to direct its business and affairs.

“Capital Account” shall have the meaning set forth in Section 3.3.

“Capital Contribution” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Percentage Interest held by such Partner. Loans to the Partnership shall not be included in the Capital Account of any Partner. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any Partner until the Partnership makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Section 1.704-l(b)(2)(iv)(d)(2) of the Regulations.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Gross Asset Value” means, with respect to any asset contributed by a Partner to the Partnership, the gross fair market value of such asset, as determined by the contributing Partner and the Partnership.

“Managing Partner” means Idearc Media Sales - West Inc.

“Original Agreement” shall have the meaning set forth in the preamble hereto.

“Partners” shall have the meaning set forth in the preamble hereto.

 

2


“Partnership” means Idearc Media Sales - East Co., a Maryland general partnership, formerly known as Verizon Directories Sales - East Co., formerly known as Verizon Mid-Atlantic Directory Sales Company, formerly known as Chesapeake Directory Sales Company, the successor by merger of National Telephone Directory Company and Penn-Del Directory Company into Chesapeake Directory Sales Company.

“Partnership Interest” means the right of a Partner (a) to receive such Partner’s Capital Account, (b) to receive such Partner’s Percentage Interest of the net income or losses of the Partnership and/or (c) to receive the payments provided in Article VIII upon the dissolution of the Partnership.

“Percentage Interest” means the ownership percentage of each Partner in the Partnership, as set forth on Exhibit A attached hereto. A Partner’s Percentage Interest represents the Partner’s percentage participation in net income or losses of the Partnership.

“Person” means any individual, partnership, corporation, trust, or other entity.

“Regulations” means the Income Tax Regulations, including proposed and temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Tax Matters Partner” shall have the meaning set forth in Section 4.3.

1.2 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated therein.

ARTICLE II

General

2.1 Formation of Partnership . The Partners hereby acknowledge that the Partnership (then named Chesapeake Directory Sales Company) was formed on May 12, 1987, under the Maryland Uniform Partnership Act. On January 25, 2002, the Partnership elected to be governed by the Maryland Revised Uniform Partnership Act (also referred to herein as the “Act”). The rights and liabilities of the Partners shall be as provided for herein and in the Act.

2.2 Partnership Name . The business of the Partnership shall be conducted under the name of “Idearc Media Sales - East Co.”

2.3 Principal Office . The principal place of business of the Partnership shall be at Idearc Media Sales - East Co., 2200 West Airfield Drive, Post Office Box 619810, DFW Airport, TX 75261-9810. Additional places of business may be established at such other locations as may from time to time be determined by the Partners.

2.4 Term of Partnership . The Partnership shall continue until dissolved pursuant to the Act or the provisions of this Agreement.

2.5 Purpose . The purpose of the Partnership is to engage (i) in the sale of advertisi


 
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