ANY CLAIM RELATED DIRECTLY OR INDIRECTLY TO THIS AMENDMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD
DEFER TO THE SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION.
THE PARTIES AGREE
THAT, DURING BANKRUPTCY PERIOD, THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE
JURISDICTION TO RESOLVE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR
RELATING TO THIS AMENDMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION
HEREWITH.
THE PARTIES FURTHER AGREE THAT, FOLLOWING THE BANKRUPTCY PERIOD, ANY
ACTION OR PROCEEDING WITH RESPECT TO SUCH CONTROVERSY, CLAIM OR DISPUTE SHALL BE
BROUGHT AGAINST ANY OF THE PARTIES EXCLUSIVELY IN EITHER THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY STATE COURT OF THE
STATE OF NEW YORK LOCATED IN SUCH DISTRICT, AND EACH OF THE PARTIES HEREBY
CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURT AND THE BANKRUPTCY COURT
(AND TO THE APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION OR PROCEEDING AND
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFORESAID COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE OTHER
PARTIES TO SUCH ACTION OR PROCEEDING.
EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AMENDMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY.
9.
THIRD PARTY BENEFICIARIES.
THIS AMENDMENT IS FOR THE SOLE
BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED ASSIGNS AND NOTHING HEREIN
EXPRESSED OR IMPLIED SHALL GIVE OR BE CONSTRUED TO GIVE 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 MORE
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER
WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
ALL SUCH COUNTERPARTS WILL BE
DEEMED AN ORIGINAL, WILL BE CONSTRUED TOGETHER AND WILL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties 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
[Signature Page to First Amendment to Standby Purchase Agreement]