REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This REGISTRATION RIGHTS AGREEMENT dated November 17, 2006 (the “Agreement”) is entered into by and among Idearc Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in Schedule 2 hereto (the “Initial Purchasers”).
CREDIT AGREEMENT dated as of November 17, 2006, among IDEARC INC, as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentCredit Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
CREDIT AGREEMENT dated as of November 17, 2006 (this “Agreement”), among IDEARC INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for such lenders (in such capacity, the “Collateral Agent”).
EMPLOYEE MATTERS AGREEMENT by and between Verizon Communications Inc. and Idearc Inc. dated as of November 17, 2006Employee Matters Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Employee Matters Agreement (this “Agreement”), dated as of November 17, 2006 is by and between Verizon Communications Inc., a Delaware Corporation (“Verizon”), and Idearc Inc., a Delaware Corporation (“Idearc” and together with Verizon, each a “Party” and collectively, the “Parties”), and effective as of the Distribution Date.
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Non-Competition Agreement (this “Agreement”) is entered into as of November 17, 2006 between Idearc Media Corp., a Delaware corporation (“Publisher”), and Verizon Communications Inc., a Delaware corporation (“Verizon”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms the Publishing Agreement (as defined below).
BILLING SERVICES AGREEMENT Between IDEARC MEDIA CORP. and Verizon Services Corp.Billing Services Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing
THIS BILLING SERVICES AGREEMENT (“Agreement”) effective the 17th day of November, 2006 (“Effective Date”) is entered into between Verizon Services Corp., with offices at One Verizon Way, Basking Ridge, New Jersey 07920, acting on behalf of its affiliated operating telephone companies listed in Attachment A (together and separately) referred to in this Agreement as “Verizon” and Idearc Media Corp. , a Delaware corporation, with offices at Verizon Place, 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, TX 75261-9810 (“referred to in this Agreement as “Idearc”). Idearc and Verizon are sometimes collectively referred to as the “Parties” and individually referred to as a “Party.”
LISTINGS LICENSE AGREEMENTListings License Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Listings License Agreement (the “Agreement”), effective as of November 17, 2006, is entered into by and between Idearc Media Corp., a Delaware corporation (“Publisher” or “Licensee”) and the Verizon telephone operating companies listed in Exhibit 1 (individually and collectively, “Telephone Company”).
BRANDING AGREEMENT between VERIZON LICENSING COMPANY and IDEARC MEDIA CORP. November 17, 2006Branding Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Branding Agreement (the “Branding Agreement”), dated as of November 17, 2006, is between Verizon Licensing Company, a Delaware corporation (“Licensor”), and Idearc Media Corp., a Delaware corporation (“IMC” or “Licensee”) (Licensor and Licensee being hereinafter referred to individually as a “Party” and collectively as the “Parties”).
TRANSITION SERVICES AGREEMENT by and among VERIZON INFORMATION TECHNOLOGIES LLC and IDEARC MEDIA CORP.Transition Services Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
Transition Services Agreement (this “Agreement”), dated as of November 17, 2006, by and among Verizon Information Technologies LLC (“Supplier”) and Idearc Media Corp. (“SpinCo”).
PUBLISHING AGREEMENT among VERIZON COMMUNICATIONS INC., VERIZON SERVICES CORP. and IDEARC MEDIA CORP. Dated as of November 17, 2006Publishing Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Publishing Agreement (this “Agreement”) is entered into as of November 17, 2006, but shall not be effective until the Effective Time, among Idearc Media Corp. (“Publisher”), Verizon Communications Inc. (“Verizon”) and Verizon Services Corp. (“Service Corp.”) on behalf of the telephone operating companies listed on Schedule A (collectively, the “TOCs” and together with Parent and Service Corp., the “Verizon Parties”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Article I.
TAX SHARING AGREEMENTTax Sharing Agreement • November 21st, 2006 • Idearc Inc. • Miscellaneous publishing • New York
This Tax Sharing Agreement (this “Agreement”) is entered into as of November 17, 2006 between Verizon Communications Inc., a Delaware corporation (“Verizon”), and Idearc Inc., a Delaware corporation and wholly owned subsidiary of Verizon (“Spinco” and together with Verizon, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement, dated as of November 13, 2006, between Verizon and Spinco (the “Distribution Agreement”).
