WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
(G)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO AGREE THAT MONEY DAMAGES
WOULD NOT BE A SUFFICIENT REMEDY FOR ANY BREACH OF THIS AGREEMENT AND THAT EACH
OF THE PARTIES HERETO SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND INJUNCTIVE
OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH BREACH, AND EACH PARTY
FURTHER AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURITY OR POSTING OF ANY BOND
IN CONNECTION WITH SUCH REMEDY.
SUCH REMEDY SHALL NOT BE DEEMED TO BE THE
EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT BUT SHALL BE IN ADDITION TO ALL
OTHER REMEDIES AVAILABLE AT LAW OR EQUITY.
(H)
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH,
AND ENFORCED BY THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
THE PARTIES HERETO (I) IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF DELAWARE FOR ANY SUITS, ACTIONS OR PROCEEDINGS ARISING
OUT OF OR RELATED TO THIS AGREEMENT AND IRREVOCABLY WAIVE ALL OBJECTIONS TO SUCH
JURISDICTION, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM, (II) AGREE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE
UPON 6 DEL. C. SS. 2708, AND (III) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO
SERVICE OF PROCESS IN, SUBMIT TO THE EXCLUSIVE JURISDICTION OF, AND AGREE TO
APPEAR IN, THE COURT OF CHANCERY IN THE STATE OF DELAWARE IN WILMINGTON,
DELAWARE, WITH RESPECT
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TO ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY.
13.
AMENDMENT AND RESTATEMENT.
THIS AGREEMENT AMENDS AND RESTATES AND
REPLACES IN FULL THE ORIGINAL AGREEMENT.
*
*
*
*
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
SUPERMEDIA INC.
By:
/s/ Samuel D. Jones
Name:
Samuel D. Jones
Title:
Chief Financial Officer
PAULSON & CO. INC.
FOR ITS OWN ACCOUNT FOR THE LIMITED PURPOSE OF AGREEING TO BE BOUND SOLELY BY
SECTIONS 2, 3, 4(B), 4(C) AND, TO THE EXTENT NECESSARY FOR THE INTERPRETATION OR
ENFORCEMENT OF ANY OF THE FOREGOING, SECTIONS 8, 9, 10 AND 12 OF THIS AGREEMENT
By:
/s/ Stuart Mercer
Name:
Stuart Mercer
Title:
Authorized Signatory
PAULSON & CO. INC.
ON BEHALF OF INVESTMENT FUNDS AND ACCOUNTS MANAGED BY IT
By:
/s/ Stuart Mercer
Name:
Stuart Mercer
Title:
Authorized Signatory
SCHEDULE A
Paulson Recovery Master Fund Ltd.
c/o Paulson & Co. Inc.
1251 Ave of the Americas
New York, NY
10020
USA
Exhibit A
Amendment to Bylaws