**Exhibit10.9**

 

**FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENT**

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This FIRST AMENDMENT TOSTANDBY PURCHASE AGREEMENT (this “Amendment”),is dated to be effective as of December 31, 2009, among Idearc Inc.,Debtor and Debtor-in-Possession, a Delaware corporation (the “Company”), and the investment funds and accountsmanaged by Paulson & Co. Inc. set forth on Schedule1 (the “Standby Purchasers”).

 

**RECITALS**

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A.            The Company and the StandbyPurchasers are parties to that certain Standby Purchase Agreement, dated as of November 18,2009 (the “Original Agreement”), and the Company and the StandbyPurchasers desire to amend the Original Agreement as set forth herein.  All capitalized terms used herein have themeanings ascribed to such terms in the Original Agreement unless otherwisedefined herein.

 

B.            Pursuant to the OriginalAgreement, the Standby Purchasers have agreed, severally, but not jointly, tosubscribe for and purchase from the Company, and the Company has agreed toissue and sell to the Standby Purchasers, the Standby Purchase Shares at theClosing as further described in the Original Agreement.

 

C.            It is not expected that all Class 4General Unsecured Claims held by Class 4 Holders making the Plan Electionwill be Allowed Claims as of the Effective Date.  Subject to the terms of the Plan, such Class 4General Unsecured Claims may be determined to be Allowed General UnsecuredClaims subsequent to the Effective Date (the “Post Effective Allowed Claims”).  Upon such determination, the holders of PostEffective Allowed Claims will be entitled to receive their pro rata share ofNew Common Stock to be issued to the Class 4 Holders of General UnsecuredClaims pursuant to the Plan.  Certain ofthese Class 4 Holders have elected to receive cash in lieu of their prorata share of New Common Stock for their Allowed Claims pursuant to the PlanElection.

 

D.            To the extent there are Class 4General Unsecured Claims held by Class 4 Holders making the Plan Electionthat are not finally determined to be Allowed Claims as of the Effective Date,the number of shares of New Common Stock to be issued to each Class 4Holder of Allowed General Unsecured Claims and the number of Standby PurchaseShares to be issued for such shares pursuant to the Plan Election will beundeterminable as of the Effective Date. Such numbers will only be determinable when all General Unsecured Class 4Claims held by Class 4 Holders who have made the Plan Election have beeneither Allowed or Rejected pursuant to the Plan, which is expected to be afterthe Effective Date.

 

E.             The Company has requested,and the Standby Purchasers have agreed, that subject to the terms andconditions hereof, (i) at the Closing the 

 

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StandbyPurchasers shall purchase the Closing Date Standby Purchase Shares (as definedbelow) from the Company, and (ii) subsequent to the Closing, the StandbyPurchasers shall purchase the Post Effective Standby Purchase Shares (asdefined below) from the Company.

 

Accordingly, inconsideration of the foregoing and the mutual covenants and agreementscontained herein, the parties hereby agree as follows:

 

1.             Definitions.

 

(a)           The Original Agreement shallbe amended to add the following capitalized terms defined in this Amendmentthereto:

 

“Closing Date StandbyPurchase Shares” is defined in Section 2.1, as amended by theFirst Amendment.

 

“First Amendment”means the First Amendment to Standby Purchase Agreement, dated as of December 31,2009, by and among the Company, Paulson and the Standby Purchasers.

 

“Original Agreement”is defined in the Recitals of the First Amendment.

 

“Post Effective AllowedClaims” is defined in the Recitals of the First Amendment.

 

“Post Effective StandbyPurchase” is defined in Section 2.1, as amended by the FirstAmendment.

 

“Post Effective StandbyPurchase Shares” is defined in Section 2.1, as amended by theFirst Amendment.

 

“Post Effective Closing”is defined in Section 2.1, as amended by the First Amendment.

 

(b)           The following terms definedin the Original Agreement are hereby amended and restated in full as follows:

 

“Agreement” means theStandby Purchase Agreement, dated as of November 18, 2009 by and among theCompany and the Standby Purchasers, as amended by the First Amendment as may befurther amended or modified.

 

“Subscription Price”means $17.3333 per share, which is the per share subscription price for the NewCommon Stock in each of the Plan Election, the Standby Purchase and the PostEffective Standby Purchase, which amount is equal to: (i) $260,000,000 dividedby; (ii) the aggregate number of shares of New Common Stock to be 

 

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issued and outstandingpursuant to the Plan on the Closing Date, which number of shares is 15,000,013and includes both the Closing Date Standby Purchase Shares and the Post EffectiveStandby Purchase Shares.

 

2.             Standby Commitment andPurchase.  Section 2of the Original Agreement is hereby amended and restated in full as follows:

 

“2.1  Standby Commitment and Purchase.

 

#### (a)           Promptly afterthe Plan Election Deadline, Paulson shall notify the Company in writing as to (i) theamount of Claims owned of record and beneficially by Paulson, each StandbyPurchaser and their respective Affiliates and (ii) the Claims for whichPaulson, each Standby Purchaser and their respective Affiliates have signed aconfirmation to purchase such Claims, each as of the Plan Election Deadline.

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#### (b)           Promptly afterthe Plan Election Deadline, the Company shall notify each Standby Purchaser inwriting as to each of the following with respect to *only*the Class 3 Holders of Secured Claims and the Class 4 Holders ofUnsecured Note Claims: (i) the aggregate number of Cash-Out Shares, (ii) theaggregate number of shares of New Common Stock to be issued to the StandbyPurchasers in their capacity as Claim 3 Holders and Claim 4 Holders, (iii) theaggregate number of Retained Shares, (iv) the aggregate number of StandbyPurchase Shares (the “Closing Date Standby Purchase Shares”), (v) thenumber of Closing Date Standby Purchase Shares to be purchased by each StandbyPurchaser and its respective Standby Percentage, and (vi) the aggregateSubscription Price payable by each Standby Purchaser to the Company for itsClosing Date Standby Purchase Shares.

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#### (c)           Upon the terms and subject to the conditionscontained in this Agreement, at the Closing the Company shall issue and sell toeach Standby Purchaser, and each Standby Purchaser shall subscribe for andpurchase from the Company (independent of the obligation of any other StandbyPurchaser) its Standby Percentage of the Closing Date Standby Purchase Shares(the “Standby Purchase”).

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#### (d)           On or before the fifth Business Day after theearlier of (x) 180 days after the Effective Date, and (y) the datethat all General Unsecured Claims held by Class 4 Holders who have madethe Plan Election are finally determined to be either Allowed or RejectedClaims, the Company shall notify each Standby

 

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#### Purchaser in writing as to each of the following with respect to *only* the Class 4 Holders of Allowed General UnsecuredClaims: (i) the aggregate number of Cash-Out Shares, (ii) theaggregate number of Retained Shares, (iii) the aggregate number of StandbyPurchase Shares (the “Post Effective Standby Purchase Shares”), (iv) thenumber of Post Effective Standby Purchase Shares to be purchased by eachStandby Purchaser and its respective Standby Percentage, and (v) theaggregate Subscription Price payable by each Standby Purchaser to the Companyfor its Post Effective Standby Purchase Shares.

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#### (e)           Upon the terms and subject to the conditionscontained in this Agreement, within five Business Days after the StandbyPurchasers receipt of the notification pursuant to Section 2.1(d),the Company shall issue and sell to each Standby Purchaser, and each StandbyPurchaser shall subscribe for and purchase from the Company (independent of theobligation of any other Standby Purchaser) its Standby Percentage of the PostEffective Standby Shares (the “Post Effective Standby Purchase”).

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## 2.2           Closing; Payments.

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#### (a)           The completionof the Standby Purchase (the “Closing”) shall take place at the officesof Akin Gump Strauss Hauer & Feld LLP in New York, New York, on thedate on which all of the conditions to the occurrence of the Effective Date(other than the condition of receipt of payment from the Standby Purchasers ofthe*Purchase Price* inrespect of the Standby Purchase) have been satisfied or waived and all of theconditions set forth under Sections 6 and 7 have been satisfied or waived by theCompany or the Standby Purchasers (as applicable), or at such other location oron such other date as may be mutually agreed by the Company and the StandbyPurchasers (the day on which the Closing takes place being the “Closing Date”). The Closing shall be deemed to be effective on the Closing Date and alldocuments and instruments related to the Closing will be deemed to have beendelivered simultaneously on the Closing Date. The completion of the Post Effective Standby Purchase (the “PostEffective Closing”) shall take place at the offices of Akin Gump StraussHauer & Feld LLP in New York, New York within five Business Days afterthe Standby Purchasers’ receipt of the notification pursuant to Section 2.1(d) orat such other location or on such other date as may be mutually agreed by theCompany and the Standby Purchasers.

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#### (b)           At each of theClosing and the Post Effective Closing, each Standby Purchaser hereby agrees,severally, but not jointly, to pay 

 

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#### the Company the aggregate Subscription Price for its Standby Percentageof the Standby Purchase Shares or Post Effective Standby Purchase Shares, asapplicable, to be purchased by such Standby Purchaser hereunder (the aggregateof such payments by all of the Standby Purchasers, the “PurchasePrice”) by wire transfer of immediately available funds to anaccount designated by the Company at least three Business Days prior to thescheduled payment date.

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#### (c)           At each of theClosing and the Post Effective Closing, upon receipt in full of the aggregateSubscription Price for each Standby Purchaser’s Standby Percentage of theStandby Purchase Shares or Post Effective Standby Purchase Shares to bepurchased, as the case may be, by each Standby Purchaser hereunder, the Companyshall deliver to such Standby Purchaser (or its designees) stock certificatesor evidence of book-entry record ownership representing the Standby PurchaseShares or Post Effective Standby Purchase Shares, as the case may be, to beissued by the Company to such Standby Purchaser pursuant to this Agreement,free and clear of any Liens, except Liens created by or otherwise resultingfrom actions by such Standby Purchaser.”

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#### 3.             Capital Structure.

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#### (a)           The second sentence of Section 3.4(a) ofthe Original Agreement is hereby amended and restated in full as follows:

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“As of the Closing Date,1,500,000 shares of New Common Stock will be reserved for issuance pursuant toan equity incentive plan as described in the Disclosure Statement.”

 

(b)           The lead in to the secondsentence of Section 3.4(c) of the Original Agreement is herebyamended and restated in full as follows:

 

“As of the Closing Date,except for the Post Effective Standby Purchase Shares and as set forth in thesecond sentence of Section 3.4(a)...”

 

#### 4.             Claims Ownership.  Section 4.4 of the Original Agreement ishereby amended and restated in full as follows:

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#### “4.4         ClaimsOwnership.  As of thedate of the Original Agreement, and for clarification not as of the ClosingDate, (i) such Standby Purchaser and its Affiliates owns of record andbeneficially the Claims of the Debtors, and has trade date confirmations as tothe Claims of the Debtors, as separately disclosed in writing by the StandbyPurchasers to the Company

 

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#### and (ii) except as to any Claims of the Debtors subject to suchtrade date confirmations, such Standby Purchaser or such Affiliates has theright to vote such Claims in the Chapter 11 Cases and does not own of record orbeneficially or have the right to vote any other Claims or other securities ofthe Debtors in the Chapter 11 Cases or otherwise.  As of two Business Days prior to the ClosingDate, the Standby Purchasers will disclose in writing all Claims of the Debtorsthat they beneficially own and any Claims of the Debtors which are subject totrade confirmations as of such date.”

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#### 5.             Acquisitions of Interests.  Section 5.12 of the Original Agreementis hereby amended and restated in full as follows:

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#### “5.12       Acquisitions ofInterests.  From thedate of this Agreement to and including the Closing Date, neither Paulson norany Standby Purchaser nor any of their respective Affiliates shall, directly orindirectly, purchase, acquire, or enter into any agreement, arrangement orunderstanding with respect to the purchase or acquisition by Paulson, anyStandby Purchaser or any of their respective Affiliates of, any Claims of anyDebtor or any New Common Stock, except pursuant to this Agreement, unless (i) suchpurchase, acquisition or entry into any such agreement, arrangement orunderstanding would not cause the Standby Purchasers to exceed the OwnershipLimitation and (ii) such transaction has been disclosed to the Company inwriting prior to the date of the First Amendment.  Nothing in this Agreement shall restrict orprohibit Paulson or any Standby Purchaser or any of their respective Affiliatesfrom (a) financing, pledging in connection with any financing transaction,selling, or contracting to sell any Claims of the Debtors or (b) enteringinto any swap or other arrangement that transfers to another Person, in wholeor in part, any of the voting or economic consequences of ownership of anyClaims of the Debtors.”

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#### 6.             Conditions to Post Effective Closing.  The obligation of the Standby Purchasers toconsummate the Post Effective Closing shall be subject to (i) the PostEffective Standby Purchase Shares being, when issued, (A) duly authorized,validly issued, fully paid and nonassessable, (B) not issued in violationof any purchase option, call option, right of first refusal, preemptive right,subscription right or any similar right under any provision of the DelawareGeneral Corporation Law, the Amended and Restated Certificate of Incorporationor the Amended and Restated Bylaws or any Contract to which the Company or anyof its subsidiaries is a party or by which any of its or their respectiveassets are bound and (C) delivered by the Company free and clear of allLiens, except for Liens created by, or otherwise resulting from actions by, therecipient of such 

 

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#### shares and (ii) the Post EffectiveStandby Purchase Shares being listed and authorized for trading on the NASDAQGlobal Market.

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#### 7.             Entire Agreement.  The Original Agreement as amended by thisAmendment, including the terms of the agreements contemplated thereby andhereby, contain the entire agreement by and between the Company and the StandbyPurchasers with respect to the transactions contemplated by the OriginalAgreement, as amended by this Amendment, and supersede all prior written andprior or contemporaneous oral, agreements and representations with respectthereto.  Except as expressly set forthin this Amendment, the Original Agreement is not amended or modified nor anyprovision thereof waived.

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## 8.             Governing Law;Jurisdiction; Venue; No Jury Trial.  This Amendment and any claim related directlyor indirectly to this Amendment shall be governed by and construed inaccordance with the laws of the State of New York, without regard to theprinciples of conflicts of law thereof that would defer to the substantive lawsof any other jurisdiction.  The partiesagree that, during Bankruptcy Period, theBankruptcy Court shall have exclusive jurisdiction to resolve any controversy,claim or dispute arising out of or relating to this Amendment or any otheragreement entered into in connection herewith. The parties further agree that, following the Bankruptcy Period, anyaction or proceeding with respect to such controversy, claim or dispute shallbe brought against any of the parties exclusively in either the United StatesDistrict Court for the Southern District of New York or any state court of theState of New York located in such district, and each of the parties herebyconsents to the personal jurisdiction of such court and the Bankruptcy Court(and to the appropriate appellate courts) in any such action or proceeding andwaives any objection, including, without limitation, any objection to thelaying of venue or on the grounds of forum non conveniens, which any of themmay now or hereafter have to the bringing of such action or proceeding in suchrespective jurisdictions.  Each partyhereby irrevocably consents to the service of process of any of the aforesaidcourts in any such action or proceeding by the mailing of copies thereof byregistered or certified mail, postage prepaid, to the other parties to suchaction or proceeding.  EACH PARTYACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THISAMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFOREEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVETO A TRIAL BY JURY.

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## 9.             Third PartyBeneficiaries.  ThisAmendment is for the sole benefit of the parties hereto and their permittedassigns and nothing herein expressed or implied shall give or be construed togive to any Person, other than the parties hereto and such permitted assigns,any legal or equitable rights hereunder.

 

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## 10.           Counterparts.  This Amendment may be executed in two or morecounterparts, each of which will be deemed an original but all of whichtogether will constitute one and the same instrument.  All such counterparts will be deemed anoriginal, will be construed together and will constitute one and the sameinstrument.

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## [Signature page follows]

 

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IN WITNESS WHEREOF, theparties have duly executed this Amendment as of the date first above written.

 
| ** ** | **THE COMPANY:**                                          |
|------------|-----------------------------------------------------------|
| ** ** | ** **                                                |
|       | IDEARC  INC.                                              |
|       |                                                      |
|       |                                                      |
|       | By:                                                       | /s/  Samuel D. Jones |
|       |                                                      | Name:  Samuel D. Jones |
|       |                                                      | Title:  Executive Vice President, Chief Financial Officer and Treasurer |
|       |                                                      |
|       | **THE  STANDBY PURCHASERS:**                              |
|       |                                                      |
|       | PAULSON &  CO. INC.,                             |
|       | on  behalf of investment funds and accounts managed by it |
|       |                                                      |
|       |                                                      |
|       | By:                                                       | /s/  Stuart Merzer |
|       |                                                      | Name: Stuart Merzer

Title: Authorized Signatory |
|            |                                                           |  |  |

 

[SignaturePage to First Amendment to Standby Purchase Agreement]

 

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