COMPANY AND PAULSON AT THE FOLLOWING ADDRESSES:
10
If to the Company:
SuperMedia Inc.
2200 West Airfield Drive
P. O. Box 619810
DFW Airport, Texas 75261
Attention: Cody Wilbanks
Facsimile: (972) 453 -6869
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 THE SAME PRICE
AND UPON THE SAME TERMS AND CONDITIONS AS SET FORTH IN THE NOTICE OF SUCH
ISSUANCE, A PORTION OF SUCH ADDITIONAL EQUITY SECURITIES PROPOSED TO BE ISSUED
IN THE
11
ISSUANCE SUCH THAT IMMEDIATELY AFTER GIVING EFFECT TO THE ISSUANCE AND THE
EXERCISE OF THE RIGHT (INCLUDING, FOR PURPOSES OF THIS CALCULATION, THE ISSUANCE
OF SHARES OF NEW COMMON STOCK UPON CONVERSION, EXCHANGE OR EXERCISE OF ANY
EQUITY SECURITY ISSUED IN THE ISSUANCE AND SUBJECT TO THE RIGHT), THE SHARES OF
NEW COMMON STOCK THAT PAULSON AND ITS AFFILIATES BENEFICIALLY OWN (ROUNDED TO
THE NEAREST WHOLE SHARE) SHALL REPRESENT THE SAME PERCENTAGE OF THE AGGREGATE
NUMBER OF SHARES OF NEW COMMON STOCK OUTSTANDING AS WAS BENEFICIALLY OWNED BY
PAULSON AND ITS AFFILIATES IMMEDIATELY PRIOR TO THE ISSUANCE.
IN THE EVENT
EQUITY SECURITIES ARE ISSUED AS PART OF A UNIT WITH OTHER SECURITIES, THE RIGHT
WILL APPLY TO SUCH UNIT AND NOT SEPARATELY TO ANY COMPONENT OF SUCH UNIT.
(B)
THE RIGHT MAY BE EXERCISED BY PAULSON, OR, AT PAULSON'S ELECTION,
ONE OR MORE OF ITS AFFILIATES, AS THE CASE MAY BE, PROVIDED THAT THE PERSON
EXERCISING THE RIGHT MUST (I) BE AN ACCREDITED INVESTOR AND (II) DELIVER WRITTEN
NOTICE TO THE COMPANY OF SUCH EXERCISE OF THE RIGHT WHICH IS RECEIVED BY THE
COMPANY WITHIN 20 BUSINESS DAYS AFTER THE DATE ON WHICH PAULSON RECEIVES NOTICE
FROM THE COMPANY OF THE PROPOSED ISSUANCE.
THE CLOSING OF THE PURCHASE AND SALE
PURSUANT TO THE EXERCISE OF THE RIGHT SHALL OCCUR ON THE DATE SCHEDULED BY THE
COMPANY FOR THE ISSUANCE, WHICH MAY NOT BE EARLIER THAN TEN BUSINESS DAYS AND NO
LATER THAN 60