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EXHIBIT 10(s)
EXECUTION COPY
AMENDMENT NO. 1, dated as of July 14, 1997 ("Amendment No. 1"), to the
Amended and Restated Agreement of Limited Partnership of D&B Investors L.P.,
dated as of April 1, 1997 (the "PARTNERSHIP AGREEMENT"), among Duns Investing
VII Corporation, Dun & Bradstreet, Inc., Duns Holding, Inc., Utrecht-America
Finance Co. and Leiden, Inc.
WHEREAS, the parties hereto desire to amend the terms of the Partnership
Agreement to reflect certain additional understandings.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1 AMENDMENT TO DEFINITION OF "PERMITTED SECURITIES." The definition of
"Permitted Securities" shall be amended by deleting the amount "$15,000,000" set
forth in clause (v) thereof and inserting "$50,000,000" in lieu thereof.
2 AMENDMENT TO DEFINITION OF "PRIORITY RETURN." The definition of
"Priority Return" shall be amended by deleting the reference to "Section
4.02(a)" set forth therein and inserting "Section 4.01" in lieu thereof.
3 AMENDMENT TO SECTION 4.01. Section 4.01 shall be amended by (i) deleting
the reference to "Section 4.02(a)" set forth therein and inserting "Section
4.02" in lieu thereof, and (ii) deleting the reference to "Section 4.01(a)" set
forth therein and inserting "Section 4.01" in lieu thereof.
4 REAFFIRMATION. Except as expressly amended by this Amendment No. 1, the
Partnership Agreement is and shall continue to be in full force and effect as
originally written.
5 EXECUTION IN COUNTERPARTS; EFFECTIVENESS. This Amendment No. 1 may be
executed in any number of counterparts and by any combination of the parties
hereto in separate counterparts, each of which counterpart shall be an original
and all of which when taken together shall constitute one and the same Amendment
No. 1. This Amendment No. 1 shall become effective as of the date first above
written when and if counterparts of this Amendment No. 1 shall have been
executed by the parties hereto.
On and after the effective date of this Amendment No. 1, each
reference in the Partnership Agreement to "this Agreement," "hereunder,"
"hereof" or words of like import referring to the Partnership Agreement shall
mean and be a reference to the Partnership Agreement as amended by this
Amendment No. 1.
6 GOVERNING LAW. This Amendment No. 1 shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Delaware, without
reference to its conflicts of law principles.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the day and year first above written.
DUNS INVESTING VII CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President and
Assistant Treasurer
DUNS HOLDING, INC.
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President and
Assistant Treasurer
DUN & BRADSTREET, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and Treasurer
THIS IS A SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
D&B INVESTORS L.P.
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UTRECHT-AMERICA FINANCE CO.
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Treasurer
By /s/ X. X. den Xxxx
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Name: X. X. den Xxxx
Title: Vice President
LEIDEN, INC.
By /s/ X. X. den Bass
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Name: X. X. den Bass
Title: Vice President
By /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Treasurer
THIS IS A SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
D&B INVESTORS L.P.
