**AMENDMENT NO. 1 TO**
**DONTECH II PARTNERSHIP AGREEMENT**
     This Amendment No. 1 (this “Amendment”) to the DonTech II PartnershipAgreement (the “DonTech II Partnership Agreement”) dated as of this 28th day ofJanuary, 2000, by and between R.H. Donnelley Inc. (formerly known as The ReubenH. Donnelley Corporation), a Delaware Corporation (“Donnelley”), and AmeritechPublishing of Illinois, Inc., a Delaware Corporation (“API/IL”). Donnelley andAPI/IL are hereafter sometimes referred to individually as a “Partner” orcollectively as “Partners.”
**PREAMBLE**
     On or about August 19, 1997, the Partners restructured their relationship(the “Restructuring”). In connection therewith they executed, among otherdocuments, 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, whichgoverns the DonTech II Partnership (the “DonTech II Partnership”). Inaccordance with the financial analyses performed as the basis of theRestructuring, it was determined that API/IL would suffer a short-term cashflow shortfall of $29,898,338.04 due to the Restructuring (the “Shortfall”).Accordingly, the Partners agreed, subject to the terms and conditions set forthherein and in the DonTech I Amendment (as defined below), to amend (i) theDonTech I Partnership Agreement to provide for the payment by the DonTech IPartnership to API/IL as a preferential distribution of an amount equal to theShortfall (the “DonTech I Amendment”) and (ii) the DonTech II PartnershipAgreement to provide for the payment by the DonTech II Partnership to Donnelleyof an amount equal to the Shortfall as a preferential distribution upondissolution of the DonTech II Partnership.
     Subject to the terms and conditions set forth herein and in the DonTech IAmendment (as defined below), the Partners hereby agree as follows:
     1.     Repayment of Shortfall to Partnership. API/IL absolutely andunconditionally agrees that it shall pay to the DonTech II Partnership, withoutoffset, counterclaim or any other deduction whatsoever on account of any claimagainst the DonTech II Partnership, Donnelley or any other person or entity, anamount equal to the Shortfall within five business days of the occurrence ofany event of dissolution under Section 9.2 of the DonTech II PartnershipAgreement. Such payment shall be made by wire transfer of immediatelyavailable funds.
     2.     Preferential Distribution. In the event of the occurrence of any eventof dissolution under Section 9.2 of the DonTech II Partnership Agreement,immediately following payment by API/IL of the Shortfall pursuant to Section 1of this Amendment, the Partners shall cause the DonTech II Partnership to payto Donnelley as a preferential distribution an amount equal to the Shortfallafter the creditors have been paid in accordance with Section 9.4(b)(i) of theDonTech II Partnership Agreement, but before the balance of the assets of theDonTech II Partnership are distributed in accordance with Section 9.4(b)(ii) ofthe DonTech II Partnership Agreement**.**Notwithstanding Section 9.2(c) of theDonTech II Partnership Agreement, in the event that following payment by API/ILof the Shortfall under Section 1 of this Amendment, assets of the DonTech IIPartnership are insufficient to fully pay creditors in accordance with Section9.2(b)(i) of the DonTech II Partnership Agreement, then API/IL shall berequired to pay to the DonTech II Partnership the entire amount of any suchshortfall.
     3.     Effectiveness of Amendment. This Amendment shall not become effectiveuntil such time as the DonTech I Amendment shall have been duly authorized,executed and delivered, which is the date hereof.
     4.     Entire Agreement. Except as amended hereby, the DonTech II PartnershipAgreement remains in full force and effect and is hereby ratified and confirmedin all respects.
     5.     Amendments. No amendment to the DonTech II Partnership Agreement, ashereby amended, shall be effective unless done in accordance with Section 13.5of the DonTech II Partnership Agreement.
 

 

     6.     Amendment Not To Be Construed Against Either Party. The Partnersacknowledge and agree that each has been represented by legal counsel of itschoice throughout the negotiation and drafting of this Amendment, that each hasparticipated in the drafting thereof, and that this Amendment shall not beconstrued in favor of or against either party solely on the basis of a party’sdrafting or participation in the drafting of any portion of this Amendment.
     7.     Applicable Law. This Amendment and the performance of the Partnershereunder shall be interpreted, construed, and enforced in accordance with thelaws of the State of Illinois.
     8.     Counterparts. This Amendment may be executed in multiple counterparts.Each such counterpart shall be an original and all together shall constitutebut one and the same Amendment.
     9.     Headings. The headings of Sections in the Amendment are forconvenience only and are not part of this Amendment.
     IN WITNESS WHEREOF, the Partners have executed this Amendment to theDonTech II Partnership Agreement on the date and year first above written.   R.H. DONNELLEY INC. AMERITECH PUBLISHING OF ILLINOIS, INC.   By: /s/ Frank R. Noonan