0000950144-04-002404 Sample Contracts

AMENDMENT NO. 1 TO DONTECH II PARTNERSHIP AGREEMENT
Partnership Agreement • March 12th, 2004 • R H Donnelley Corp • Services-advertising • Illinois

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.”

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 12th, 2004 • R H Donnelley Corp • Services-advertising • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of January , 2004 among R.H. Donnelley Inc., a Delaware corporation (“Donnelley”), R.H. Donnelley Corporation, a Delaware corporation (“Parent”), the Guarantors signatory hereto (the “Guarantors”) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

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