REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This REGISTRATION RIGHTS AGREEMENT dated November 17, 2006 (the “Agreement”) is entered into by and among Idearc Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”).
CREDIT AGREEMENT dated as of November 17, 2006, among IDEARC INC, as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentCredit Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
CREDIT AGREEMENT dated as of November 17, 2006 (this “Agreement”), among IDEARC INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for such lenders (in such capacity, the “Collateral Agent”).
SUPERMEDIA INC. AND MELLON INVESTOR SERVICES LLC, as Rights Agent RIGHTS AGREEMENT dated as of March 3, 2010Rights Agreement • March 3rd, 2010 • Supermedia Inc. • Miscellaneous publishing • New York
This Rights Agreement, dated as of March 3, 2010 (this “Agreement”), is between SUPERMEDIA INC., formerly known as Idearc Inc., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2009, between IDEARC INC., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EXCHANGE AGREEMENTExchange Agreement • November 17th, 2006 • Idearc Inc. • Miscellaneous publishing • New York
EXCHANGE AGREEMENT dated as of November 13, 2006 (this “Agreement”), among VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”), BEAR, STEARNS & CO. INC., a Delaware corporation (the “Investment Entity”), and, solely with respect to Sections 2, 3(b), 5, 6, 7, 8, 9 and 10 hereof, IDEARC INC., a Delaware corporation (“SpinCo”).
SUPERMEDIA INC. AWARD AGREEMENT (“Grantee”)Award Agreement • April 4th, 2013 • Supermedia Inc. • Services-advertising • Texas
BILLING SERVICES AGREEMENT Between IDEARC MEDIA CORP. and Verizon Services Corp.Billing Services Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing
THIS BILLING SERVICES AGREEMENT (“Agreement”) effective the 17th day of November, 2006 (“Effective Date”) is entered into between Verizon Services Corp., with offices at One Verizon Way, Basking Ridge, New Jersey 07920, acting on behalf of its affiliated operating telephone companies listed in Attachment A (together and separately) referred to in this Agreement as “Verizon” and Idearc Media Corp. , a Delaware corporation, with offices at Verizon Place, 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX 75261-9810 (“referred to in this Agreement as “Idearc”). Idearc and Verizon are sometimes collectively referred to as the “Parties” and individually referred to as a “Party.”
SUPERMEDIA-DEX TAX SHARING AGREEMENTTax Sharing Agreement • May 3rd, 2013 • Supermedia Inc. • Services-advertising
THIS SUPERMEDIA-DEX TAX SHARING AGREEMENT (the “Agreement”) is made and entered on April 30, 2013, by and between SUPERMEDIA INC., a Delaware corporation (“SuperMedia”) together with SUPERMEDIA SALES INC., a Delaware corporation, and SUPERMEDIA SERVICES INC., a Delaware corporation (collectively, the “SuperMedia Entities” and, individually, a “SuperMedia Entity”), DEX MEDIA, INC. a Delaware corporation (“Parent”),and DEX ONE SERVICE, INC., a Delaware corporation (“DOS”), (the SuperMedia Entities, Parent, DOS and any person who hereafter becomes a party to this Agreement, collectively the “Parties” and, individually, a “Party”).
DISTRIBUTION AGREEMENT BETWEEN VERIZON COMMUNICATIONS INC. AND IDEARC INC. DATED AS OF NOVEMBER 13, 2006Distribution Agreement • November 17th, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 13, 2006, between Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Directories Disposition Corporation, a Delaware corporation and wholly owned subsidiary of Verizon (“Spinco” and together with Verizon, the “Parties”).
BRANDING AGREEMENT between VERIZON LICENSING COMPANY and IDEARC MEDIA CORP. November 17, 2006Branding Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Branding Agreement (the “Branding Agreement”), dated as of November 17, 2006, is between Verizon Licensing Company, a Delaware corporation (“Licensor”), and Idearc Media Corp., a Delaware corporation (“IMC” or “Licensee”) (Licensor and Licensee being hereinafter referred to individually as a “Party” and collectively as the “Parties”).
REGISTRATION RIGHTS AGREEMENT by and among IDEARC INC. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of December 31, 2009 (this “Agreement”), is entered into by and among (i) Idearc Inc., a Delaware corporation (the “Company”), (ii) Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (“Paulson”), and (iii) each other holder of Registrable Common Stock (as hereinafter defined) of the Company which, together with its Affiliates (as defined below), beneficially owns as of the Effective Date (as defined below) at least five percent (5%) of the shares of Registrable Common Stock issued pursuant to the Plan (as defined below) on the Effective Date (the “Other Holders”, each of which shall be deemed a party hereto pursuant to the Plan without the necessity of executing this Agreement; each of Paulson and, for so long as the ownership requirement set forth in clause (iii) is satisfied, each Other Holder, individually, a “Holder” and, collectively, the “Holders”).
EMPLOYEE MATTERS AGREEMENT by and between Verizon Communications Inc. and Idearc Inc. dated as of November 17, 2006Employee Matters Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Employee Matters Agreement (this “Agreement”), dated as of November 17, 2006 is by and between Verizon Communications Inc., a Delaware Corporation (“Verizon”), and Idearc Inc., a Delaware Corporation (“Idearc” and together with Verizon, each a “Party” and collectively, the “Parties”), and effective as of the Distribution Date.
LOAN AGREEMENT Dated as of December 31, 2009, as amended and restated as of April 30, 2013 among SUPERMEDIA INC. (formerly known as IDEARC INC.), as Borrower, DEX MEDIA, INC., The Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A.,...Loan Agreement • May 3rd, 2013 • Supermedia Inc. • Services-advertising • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Non-Competition Agreement (this “Agreement”) is entered into as of November 17, 2006 between Idearc Media Corp., a Delaware corporation (“Publisher”), and Verizon Communications Inc., a Delaware corporation (“Verizon”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms the Publishing Agreement (as defined below).
AMENDED AND RESTATED STANDSTILL AGREEMENTStandstill Agreement • January 25th, 2010 • Supermedia Inc. • Miscellaneous publishing • Delaware
This Amended and Restated Standstill Agreement (this “Agreement”) is made as of January , 2010 by and between SuperMedia Inc., a Delaware corporation formerly known as Idearc Inc. (the “Company”), and Paulson & Co. Inc., a Delaware corporation (“Paulson & Co.”), for its own account for the limited purposes set forth herein, and on behalf of the investment funds and accounts managed by Paulson & Co. listed on Schedule A to this Agreement (the “Standby Purchasers” and together with Paulson & Co., “Paulson”).
LITIGATION TRUST AGREEMENTLitigation Trust Agreement • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing
This Litigation Trust Agreement, effective as of December 31, 2009 (as from time and time amended, supplemented, or otherwise modified in accordance with the terms hereof, this “Litigation Trust Agreement”), by Idearc Inc. (“Idearc”) and its affiliated debtors and debtors-in-possession (together with Idearc, the “Debtors”)(1) for the benefit of the Beneficiaries (as defined herein) entitled to the Trust Assets (as defined herein), and U.S. Bank National Association, as the initial litigation trustee (the “Litigation Trustee”).
LISTINGS LICENSE AGREEMENTListings License Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Listings License Agreement (the “Agreement”), effective as of November 17, 2006, is entered into by and between Idearc Media Corp., a Delaware corporation (“Publisher” or “Licensee”) and the Verizon telephone operating companies listed in Exhibit 1 (individually and collectively, “Telephone Company”).
ASSET PURCHASE AGREEMENT between IDEARC INC. and INFOSPACE, INC. Dated as of September 15, 2007Asset Purchase Agreement • September 18th, 2007 • Idearc Inc. • Miscellaneous publishing • Delaware
This Asset Purchase Agreement is dated as of September 15, 2007 (the “Agreement”), between Idearc Inc., a Delaware corporation (“Purchaser”), and InfoSpace, Inc., a Delaware corporation (“Seller”).
FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE IDEARC INC. 2008 INCENTIVE COMPENSATION PLANStock Option Award Agreement • August 11th, 2008 • Idearc Inc. • Miscellaneous publishing • Texas
AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • May 3rd, 2013 • Supermedia Inc. • Services-advertising • New York
This Amended and Restated Shared Services Agreement (together with all Schedules hereto, this “Agreement”) is made as of April 30, 2013 (the “Effective Date”), by and among Dex One Service, Inc., a Delaware corporation (successor by conversion to Dex One Service LLC, a Delaware limited liability company (formerly known as RHD Service LLC)) (“Servicer”), R.H. Donnelley Inc., a Delaware corporation (“RHD Inc”), Dex Media Service LLC, a Delaware limited liability company (“Dex Service”), Dex Media Holdings, Inc., a Delaware corporation (“DMHI”), Dex Media East, Inc., a Delaware corporation (“Dex East”), Dex Media West, Inc., a Delaware corporation (“Dex West”), Dex One Digital, Inc., a Delaware corporation (formerly known as Business.com, Inc.) (“Dex Digital”), Dex Media, Inc., a Delaware corporation (“DMI”), R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp,” and together with RHD Inc, Dex Service, DMHI, Dex East, Dex West, Dex Digital and DMI, the “Dex Client Companies”), Su
TRANSITION SERVICES AGREEMENT by and among VERIZON INFORMATION TECHNOLOGIES LLC and IDEARC MEDIA CORP.Transition Services Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
Transition Services Agreement (this “Agreement”), dated as of November 17, 2006, by and among Verizon Information Technologies LLC (“Supplier”) and Idearc Media Corp. (“SpinCo”).
AGREEMENT AND PLAN OF MERGER by and among DEX ONE CORPORATION, NEWDEX, INC., SPRUCE ACQUISITION SUB, INC. and SUPERMEDIA INC.Merger Agreement • August 23rd, 2012 • Supermedia Inc. • Miscellaneous publishing • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 20, 2012 (this “Agreement”), by and among DEX ONE CORPORATION, a Delaware corporation (“Dex”), NEWDEX, INC., a Delaware corporation and a direct, wholly owned subsidiary of Dex (“Newco”), SPRUCE ACQUISITION SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Newco (“Merger Sub” and together with Newco, “Merger Subs”), and SUPERMEDIA INC., a Delaware corporation (“SuperMedia”). Dex, Newco, Merger Sub and SuperMedia are sometimes referred to collectively as the “Parties” and individually as a “Party.”
STOCK OPTION AWARD AGREEMENT UNDER THE IDEARC INC. 2008 INCENTIVE COMPENSATION PLANStock Option Award Agreement • August 11th, 2008 • Idearc Inc. • Miscellaneous publishing • Texas
IDEARC INC. 2008 INCENTIVE COMPENSATION PLAN 2008 LONG-TERM INCENTIVE AWARD AGREEMENT2008 Long-Term Incentive Award Agreement • August 11th, 2008 • Idearc Inc. • Miscellaneous publishing • Texas
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DEX ONE CORPORATION, NEWDEX, INC., SPRUCE ACQUISITION SUB, INC. and SUPERMEDIA INC.Agreement and Plan of Merger • December 6th, 2012 • Supermedia Inc. • Miscellaneous publishing • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2012 (this “Agreement”), by and among DEX ONE CORPORATION, a Delaware corporation (“Dex”), NEWDEX, INC., a Delaware corporation and a direct, wholly owned subsidiary of Dex (“Newco”), SPRUCE ACQUISITION SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Newco (“Merger Sub” and together with Newco, “Merger Subs”), and SUPERMEDIA INC., a Delaware corporation (“SuperMedia”). Dex, Newco, Merger Sub and SuperMedia are sometimes referred to collectively as the “Parties” and individually as a “Party.”
SUPERMEDIA INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT [ ] GranteeEmployee Restricted Stock Award Agreement • March 18th, 2010 • Supermedia Inc. • Miscellaneous publishing
General Vesting Schedule/Restricted Period: Three (3) years, with vesting in equal installments of one-third (1/3) on the anniversary date of the Date of Award in each of the years.
PUBLISHING AGREEMENT among VERIZON COMMUNICATIONS INC., VERIZON SERVICES CORP. and IDEARC MEDIA CORP. Dated as of November 17, 2006Publishing Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Publishing Agreement (this “Agreement”) is entered into as of November 17, 2006, but shall not be effective until the Effective Time, among Idearc Media Corp. (“Publisher”), Verizon Communications Inc. (“Verizon”) and Verizon Services Corp. (“Service Corp.”) on behalf of the telephone operating companies listed on Schedule A (collectively, the “TOCs” and together with Parent and Service Corp., the “Verizon Parties”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Article I.
ContractLoan Agreement • November 15th, 2011 • Supermedia Inc. • Miscellaneous publishing • New York
SECOND AMENDMENT dated as of November 8, 2011 (this “Amendment”) to the Loan Agreement dated as of December 31, 2009, as amended by the First Amendment dated as of December 14, 2010 (the “Loan Agreement”), among SUPERMEDIA INC. (formerly known as IDEARC INC.) (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as collateral agent and administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • February 24th, 2011 • Supermedia Inc. • Miscellaneous publishing
This Separation Agreement and Release (the “Separation Agreement” or “Release”) is entered into by and between SUPERMEDIA INC., a Delaware Corporation (the “Company”), and SCOTT W. KLEIN (the “Executive”) and is made effective as of the 4th day of October, 2010.
INTERIM EMPLOYMENT AGREEMENTInterim Employment Agreement • October 8th, 2010 • Supermedia Inc. • Miscellaneous publishing • Texas
INTERIM EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of October 4, 2010, by and between SuperMedia Inc., a Delaware corporation (the “Company”), and Peter J. McDonald (“Executive”). In consideration of the promises and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the parties, intending to be legally bound, agree as follows:
SUPERMEDIA INC. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT <<Full Name>> GranteeDirector Restricted Stock Award Agreement • March 18th, 2010 • Supermedia Inc. • Miscellaneous publishing
SUPERMEDIA INC. EMPLOYEE STOCK-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT [ ] GranteeEmployee Stock-Settled Restricted Stock Unit Award Agreement • March 1st, 2011 • Supermedia Inc. • Miscellaneous publishing
General Vesting Schedule/Restricted Period: 3 years, with vesting in installments of 1/3 on the anniversary date of the Date of Award in each of the years.
FOURTEENTH AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 8th, 2009 • Idearc Inc. • Miscellaneous publishing
This Fourteenth Amendment to Sublease Agreement (“Fourteenth Amendment”) is made as of the 1st day of March, 2009, between Verizon Realty Corp., a Delaware corporation (“Landlord”), and Idearc Media LLC, a Delaware limited liability company (“Tenant”).
ContractCredit Agreement • February 29th, 2008 • Idearc Inc. • Miscellaneous publishing • New York
FIRST AMENDMENT dated as of March 5, 2007 (this “Amendment”) to the Credit Agreement dated as of November 17, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IDEARC INC. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as collateral agent and administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
IDEARC INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 16th, 2007 • Idearc Inc. • Miscellaneous publishing • Texas
This Agreement is made as of the 9th day of January, 2007, by and between IDEARC INC., a Delaware corporation (the “Company”), and (the “Executive”).
