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”).
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”).
STANDSTILL AGREEMENTStandstill Agreement • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing • Delaware
This Standstill Agreement (this “Agreement”) is made as of December 31, 2009 by and between (a) Idearc Inc., a Delaware corporation (the “Company”), and (b) 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”).
IDEARC INC. 2009 LONG-TERM INCENTIVE PLANLong-Term Incentive Plan • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing • Texas
LOAN AGREEMENT Dated as of December 31, 2009, among IDEARC INC., as Borrower, The Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentLoan Agreement • January 6th, 2010 • Supermedia Inc. • Miscellaneous publishing • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of December 31, 2009 (this “Agreement”), among IDEARC INC., a Delaware Corporation (the “Borrower”), the subsidiaries from time to time party hereto and JPMORGAN CHASE BANK, N.A., as the Agent.
