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

General Partnership Agreement

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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

Exhibit 3.17

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT

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