Exhibit 3.17
SECOND AMENDED AND RESTATED
PARTNERSHIP AGREEMENT
OF
IDEARC MEDIA SALES - EAST
CO.
November 16, 2006
TABLE OF CONTENTS
Table of Contents
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Page
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Article I Introduction
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2
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1.1
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Definitions
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2
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1.2
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Other
Terms
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3
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Article II General
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3
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2.1
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Formation of
Partnership
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3
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2.2
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Partnership
Name
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3
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2.3
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Principal
Office
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3
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2.4
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Term of
Partnership
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3
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2.5
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Purpose
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3
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2.6
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Powers of the
Partnership
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4
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Article III Capital Contributions and
Partnership Interests
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4
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3.1
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Capital
Contributions
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4
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3.2
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Interest on
Capital Contributions
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4
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3.3
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Capital
Account
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4
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Article IV Rights and Obligations of
Partners
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5
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4.1
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Management of
the Partnership
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5
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4.2
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Partnership
Meetings
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5
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4.3
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Tax Matters
Partner
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5
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Article V Allocation of Profits and
Losses
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5
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5.1
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Profits and
Losses
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5
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5.2
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Distributions
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5
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Article VI
Books of Account, Financial Statements and Fiscal
Matters
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6
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6.1
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Books of
Account
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6
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6.2
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Tax Returns and
Other Reports
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6
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6.3
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Fiscal
Year
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6
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Article VII Transfers and Additional
Partners
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6
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7.1
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Prohibition on
Transfer
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6
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Article VIII Dissolution
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6
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8.1
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Dissolution and
Termination of the Partnership
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6
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8.2
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Distributions
Upon Dissolution
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7
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Article IX Miscellaneous
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7
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9.1
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Further
Assurances
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7
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9.2
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Notices
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7
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9.3
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Governing
Law
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7
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9.4
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Amendments
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8
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9.5
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Entire
Agreement; Waivers
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8
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9.6
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Binding
Effect
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8
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i
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9.7
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Headings
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8
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9.8
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Counterparts
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8
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9.9
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Gender and
Number
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8
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9.10
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Severability
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8
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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
amoun