COMPANY GENERALLY, (IV) IN CONNECTION WITH A STOCK SPLIT OR (V) IN
CONNECTION WITH THE EXCHANGE, EXERCISE OR CONVERSION OF ANY EQUITY INTEREST THAT
IS OUTSTANDING (1) IMMEDIATELY UPON THE DATE OF THIS AGREEMENT, (2) THEREAFTER,
SO LONG AS PAULSON HAD AN OPPORTUNITY TO EXERCISE THE PREEMPTIVE RIGHTS GRANTED
TO PAULSON WITH RESPECT TO THE UNDERLYING EQUITY INTEREST OR (3) THEREAFTER, TO
THE EXTENT THAT SUCH EQUITY INTEREST WAS ISSUED PURSUANT TO ANY OF CLAUSES (I),
(II), (III) OR (IV).
(K)
THE TERM "PERSON" WILL BE INTERPRETED
BROADLY TO INCLUDE, WITHOUT LIMITATION, ANY CORPORATION, COMPANY, "GROUP"
(WITHIN THE MEANING OF SECTION 13(D)(3) OF THE EXCHANGE ACT), PARTNERSHIP,
LIMITED LIABILITY COMPANY, OTHER ENTITY OR INDIVIDUAL.
(L)
THE TERM "TERMINATION DATE" MEANS THE
FOURTH ANNIVERSARY OF THE EFFECTIVE DATE.
(M)
THE TERM "VOTING SECURITIES" MEANS SECURITIES
OF THE COMPANY WITH THE POWER TO VOTE WITH RESPECT TO THE ELECTION OF DIRECTORS
GENERALLY, INCLUDING, WITHOUT LIMITATION, THE NEW COMMON STOCK.
9.
NOTICES.
ALL NOTICES, DEMANDS OR OTHER
COMMUNICATIONS TO BE GIVEN OR DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN
DELIVERED PERSONALLY TO THE RECIPIENT OR SENT TO THE RECIPIENT BY FACSIMILE (IF
SENT BY FACSIMILE PRIOR TO 5:00 P.M. LOCAL TIME OF THE RECIPIENT ON A BUSINESS
DAY OR, IF NOT, ON THE NEXT BUSINESS DAY), OR ONE (1) BUSINESS DAY AFTER DEPOSIT
WITH A REPUTABLE OVERNIGHT COURIER SERVICE (CHARGES PREPAID), OR THREE
(3) BUSINESS DAYS AFTER BEING MAILED TO THE RECIPIENT BY
10
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID.
SUCH NOTICES, DEMANDS AND OTHER COMMUNICATIONS SHALL BE SENT TO THE COMPANY AND
PAULSON AT THE FOLLOWING ADDRESSES:
If to the Company:
Idearc Inc.
2200 West Airfield Drive
P. O. Box 619810
DFW Airport, Texas 75261
Attention:
Facsimile:
with copies to (which shall not constitute notice):
Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
Attention: Glen J. Hettinger
Facsimile: (214) 855-8200
If to Paulson:
Paulson & Co. Inc.
1251 Avenue of the Americas, 50th Floor
New York, New York
10020
Attention: Daniel B. Kamensky
Facsimile: (212) 977-9505
with copies to (which shall not constitute notice):
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
Attention:
Andrew Hulsh
Fred Hodara
Facsimile:
(212) 872-1002
10.
EXPIRATION.
THIS AGREEMENT SHALL EXPIRE ON
THE TERMINATION DATE, SUBJECT TO SECTION 12(A).
11.
PREEMPTIVE RIGHTS.
(A)
SO LONG AS PAULSON AND ITS CONTROLLED
AFFILIATES BENEFICIALLY OWN IN EXCESS OF 20% OF THE SHARES OF NEW COMMON STOCK
THEN OUTSTANDING, AND SUBJECT TO THE TERMS AND CONDITIONS OF SECTION 11(B), THE
COMPANY SHALL NOT ISSUE ADDITIONAL EQUITY SECURITIES (AN "ISSUANCE") UNLESS,
PRIOR TO SUCH ISSUANCE, THE COMPANY NOTIFIES PAULSON IN WRITING OF THE PROPOSED
ISSUANCE AND GRANTS TO PAULSON, OR AT PAULSON'S ELECTION, ONE OR MORE OF ITS
AFFILIATES, THE RIGHT (THE "RIGHT") TO SUBSCRIBE FOR AND PURCHASE IN WHOLE OR IN
PART, AT
11
THE SAME