SECOND AMENDMENT TO AMENDED AND RESTATED PFP ADVERTISER DISTRIBUTION AGREEMENT

a.

Addition of Fixed Fee Advertisements . Section 1(e)(Confidential Information) is amended to change the reference to “the Pay for Performance Advertisements” to “one or more PFP Ads or Fixed Fee Ads”. Section 1(dd)(Results Pages) is amended to change the reference to “one or more Pay for Performance Advertisements” to “one or more PFP Ads or Fixed Fee Ads”. The fourth sentence of Section 3(f)(i)(1) and the third sentence of Section 3(f)(i)(2) are amended to change the references to “but expressly excluding each and every PFP Ad” to “but expressly excluding each and every PFP Ad and each and every Fixed Fee Ad”. Section 3(f)(vi) is amended to change the references to “Pay for Performance Advertisements” to “PFP Ads and Fixed Fee Ads”. Section 6(a)(iv) of the Agreement is amended to change the reference to “Pay for Performance Advertisement(s)” to “PFP Ad(s) and Fixed Fee Ad(s)” and to change the reference to “Pay for Performance Advertisements” to “PFP Ad(s) or Fixed Fee Ad(s)”. Section 9(c) is amended to change the reference to “Pay for Performance Advertisements” to “PFP Ads and Fixed Fee Ads.”

b.

Definitions .

ii.

Search Results . Section 1(ll) is amended to read in its entirety as follows:

“Search Results” shall mean the PFP Ads, Fixed Fee Ads (and such other content as available within the then-current version of the “Superpages.com XML API and Display Requirements” document) provided by Idearc to Local in response to Queries, as defined above, on a Query-by-Query basis.

iii.

Additional Definitions . Section 1 is amended to add the following definitions, as subsections (vv), (ww) (xx) and (yy), respectively:

“Fixed Fee Ad” means each of, and “ Fixed Fee Ads ” means all of, the advertisements (including all content contained therein), which may or may not contain active links, for which the advertiser pays Idearc a specified flat fee per month.

“ LC Local Query ” means each of, and “ LC Local Queries ” means all of, the Local Queries initiated through a Local Hosted Search Form on the PG Local-Owned Web Site or through a Local Hosted Search Form on an LC Co-Branded Site or through an LC TP Search Form.

e.

Local’s Obligations . Section 3(f)(i)(2)(a) is amended to read in its entirety as follows:

“display (to the end user who initiated such Local Query) the PFP Ads and Fixed Fee Ads (contained within Search Results provided by Idearc as a result of such Local Query) on the Local Results Pages of the particular Local Web Site from which such Local Query was initiated (or, to the extent such Local Query producing such PFP Ads and/or Fixed Fee Ads was initiated on an LC Third Party Web Site, on the Local Results Pages of the LC Co-Branded Site corresponding to such LC Third Party Web Site), in accordance with the rules set forth on Exhibit H-2 to this Agreement (the “ LC Web Sites – Results Page Display Rules ”), without altering the content of the PFP Ads or the Fixed Fee Ads, and”

f.

Local’s Obligations . Section 3(f)(i)(2) is amended to add the following sentence at the end thereof:

Local shall ensure that *** featured advertising box (labeled “Featured Sponsors” or labeled with similar text) appears on each Local Results Page (of the applicable LC Web Site) resulting from an LC Local Query, above the fold, and before any other featured advertising space (the “ LC First Featured Advertising Box ”), provided that the applicable third-party partner of Local permits Local to include an LC First Featured Advertising Box on such Local Results Pages, which LC First Featured Advertising Box will initially appear as set forth in Exhibit G (Mock-Up of Results Page on LC Web Sites).

g.

License Grants; Covenants — Idearc . Section 4(a) is amended to add the following sentence:

Notwithstanding anything to the contrary, nothing contained in this Section 4(a) will be construed to give Local the right to (and Local shall not) display any Fixed Fee Ad on any Local Business Detail Page or any Additional Local Page on the Local.com Web Site or any LC Web Site (or at any other page or position of the Local Network, except (i) in the First Featured Advertising Box in accordance with the Local.com Results Page Display Rules and the terms and conditions of this Agreement and (ii) in the LC First Featured Advertising Box in accordance with the LC Web Sites – Results Page Display Rules and the terms and conditions of this Agreement).

h.

Compensation — Revenue Share . Section 6(a)(i)(1) is amended to change the reference to “Section 6(a)(i)(2)” to “Section 6(d)”. The third sentence of Section 6(a)(i)(1) is amended to read in its entirety as follows:

For purposes of this Agreement, (a) “ Total Revenue ”, with respect to each calendar month, means *** of (i) all fees billed by Idearc to its Bid Program

advertisers for Qualified Clicks (occurring during such calendar month) on PPC Ads, (ii) all fees earned by Idearc from a third party for Qualified Clicks (occurring during such calendar month) on PPC Ads obtained by Idearc from a third party and for which advertisers pay such third party and (iii) the PPC Equivalent Bid Amount for each Qualified Click (occurring during such calendar month) on a PfC Ad, each to the express exclusion of any “minimum monthly fees” or other fees due to Idearc from its advertisers that are not applied towards PPC or PfC fees for Qualified Clicks, and (b) “ Local Revenue ”, with respect to each calendar month, means *** of (i) all fees billed by Idearc to its Bid Program advertisers for Local Qualified Clicks (occurring during such calendar month) on PPC Ads, (ii) all fees earned by Idearc from a third party for Local Qualified Clicks (occurring during such calendar month) on PPC Ads obtained by Idearc from a third party and for which advertisers pay such third party and (iii) the PPC Equivalent Bid Amount for each Local Qualified Click (occurring during such calendar month) on a PfC Ad, each to the express exclusion of any “minimum monthly fees” or other fees due to Idearc from its advertisers that are not applied towards PPC or PfC fees for Local Qualified Clicks. Idearc shall not include any ads, other than PFP Ads and Fixed Fee Ads, in Search Results provided to Local under this Agreement, without Local’s prior written consent.

i.

Compensation – Revenue Share . The Agreement is amended to delete Section 6(a)(i)(2) (Time and Manner of Payment) and Section 6(a)(ii)(2)(Time and Manner of Payment) in their entirety.

j.

Compensation — Revenue Share . Section 6(a)(ii)(1) is amended to read in its entirety as follows:

Amount . With respect to each calendar month of this Agreement (beginning with March 1, 2009), Idearc will pay Local *** of the Network Revenue relating to such calendar month (the “ Network PFP Revenue Share ”), in accordance with the provisions of Section 6(d), below. For purposes of this Agreement, “ Network Revenue ”, with respect to each calendar month, means *** of (i) all fees billed by Idearc to its Bid Program advertisers for Network Qualified Clicks (occurring during such calendar month) on PPC Ads displayed on a Network Results Page in accordance with the terms and conditions of this Agreement, (ii) all fees received by Idearc from a third party for Network Qualified Clicks (occurring during such calendar month) on PPC Ads obtained by Idearc from a third party and for which advertisers pay such third party and (iii) the PPC Equivalent Bid Amount for each Network Qualified Click (occurring during such calendar month) on a PfC Ad displayed on a Network Results Page in accordance with the terms and conditions of this Agreement, each to the express exclusion of any “minimum monthly fees” or other fees due to Idearc from its advertisers that are not applied towards PPC or PfC fees for Network Qualified Clicks. For example, if Network Revenue

relating to May 2009 is of a total amount of ***, Idearc will pay Local ***, in accordance with the provisions of Section 6(d), below).

k.

Compensation – Miscellaneous. The fourth sentence of Section 6(a)(iii) of the Agreement is amended to read in its entirety as follows:

“Local acknowledges and agrees that Idearc will receive any and all remaining proceeds arising out of the PFP Ads and Fixed Fee Ads and the aforementioned compensation (specified in Sections 6(a)(i)(1) and 6(a)(ii)(1)) is the sole compensation due to Local, except as expressly set forth in Section 6(b) or any other section of this Agreement.”

l.

Compensation – Enabled Search Fees . The Agreement is amended to add Section 6(b), to read in its entirety as follows:

Enabled Search Fees .