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TAX SHARING AGREEMENT

Tax Allocation or Sharing Agreement

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IDEARC INC. | Verizon Communications Inc.,

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Title: TAX SHARING AGREEMENT
Governing Law: New York     Date: 11/21/2006

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Exhibit 10.9

EXECUTION COPY

TAX SHARING AGREEMENT

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”).

RECITALS

Whereas, Verizon is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), that has filed consolidated federal income tax returns.

Whereas, Spinco is a newly-formed, wholly owned subsidiary of Verizon.

Whereas, pursuant to the Distribution Agreement, among other things, Verizon will transfer to Spinco all of the Spinco Assets, Spinco will assume all of the Spinco Liabilities, and Spinco will issue to Verizon shares of Spinco Common Stock and the Spinco Exchange Debt and will pay to Verizon the Special Distribution (collectively, the “Contribution”).

Whereas, on the Distribution Date, Verizon will distribute all of the issued and outstanding shares of Spinco Common Stock on a pro rata basis to holders of Verizon Common Stock (the “Distribution”).

Whereas, the Parties intend that the Contribution, together with the Distribution and the Debt Exchange, qualifies as a reorganization under Section 368 of the Code.

Whereas, the Parties desire to set forth their rights and obligations with respect to Taxes (as defined herein) due for periods before and after the Distribution Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I. DEFINITIONS

1.01 GENERAL. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” shall have the meaning set forth in the Distribution Agreement.


“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Code” shall have the meaning set forth in the recitals.

“Contribution” shall have the meaning set forth in the recitals.

“Credit Agreement” shall mean the Credit Agreement dated as of November 17, 2006, among Spinco, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for such lenders.

“Debt Exchange” shall have the meaning set forth in the Distribution Agreement.

“Directories” shall have the meaning set forth in the Ruling Request.

“Dispute” shall have the meaning set forth in Article VIII.

“Distribution” shall have the meaning set forth in the recitals.

“Distribution Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Distribution Date” shall mean the date on which the Distribution shall become effective.

“Final Determination” shall mean a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax law.

“Governmental Authority” shall have the meaning set forth in the Distribution Agreement.

“Indemnifiable Losses” shall have the meaning set forth in the Distribution Agreement.

“Indenture” shall mean the Indenture dated as of November 17, 2006, among Spinco, the initial Subsidiary Guarantors (as defined therein) and U.S. Bank National Association, as Trustee.

“Parties” shall have the meaning set forth in the preamble to this Agreement.

“Person” shall have the meaning set forth in the Distribution Agreement.

“Post-Distribution Period” shall mean any taxable year or other taxable period beginning after the Distribution Date and, in the case of any taxable year or other taxable period that begins before and ends after the Distribution Date, that part of the taxable year or other taxable period that begins at the beginning of the day after the Distribution Date.

“Pre-Distribution Period” shall mean any taxable year or other taxable period that ends on or before the Distribution Date and, in the case of any taxable year or other taxable period that begins before and ends after the Distribution Date, that part of the taxable year or other taxable period through the close of the Distribution Date.

“Preliminary Restructuring” shall have the meaning set forth in the Distribution Agreement.

“Prohibited Acts” shall have the meaning set forth in Section 3.02.

 

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“Ruling” shall have the meaning set forth in Section 2.01(b).

“Ruling Request” shall mean the request for rulings submitted by Verizon to the Internal Revenue Service on June 14, 2006, including the exhibits attached thereto, and all related supplements.

“Sales East” shall have the meaning set forth in the Ruling Request.

“Senior Notes” shall mean the Senior Notes issued under the Indenture.

“Special Distribution” shall have the meaning set forth in the Distribution Agreement.

“Spinco” shall have the meaning set forth in the preamble to this Agreement.

“Spinco Assets” shall have the meaning set forth in the Distribution Agreement.

“Spinco Business” shall have the meaning set forth in the Distribution Agreement.

“Spinco Common Stock” shall have the meaning set forth in the Distribution Agreement.

“Spinco Exchange Debt” shall have the meaning set forth in the Distribution Agreement.

“Spinco Filed Tax Return” shall have the meaning set forth in Section 2.01(b).

“Spinco Group” shall have the meaning set forth in the Distribution Agreement.

“Spinco Liabilities” shall have the meaning set forth in the Distribution Agreement.

“Spinco Taxes” shall have the meaning set forth in Section 2.03(a).

“Subsidiary” shall have the meaning set forth in the Distribution Agreement.

“Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or foreign Governmental Authority, including, without limitation, income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Advisor” shall have the meaning set forth in Article VIII.

 

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“Tax Benefit” shall mean the sum of the amount by which the Tax liability of a corporation or affiliated group (within the meaning of Section 1504(a) of the Code) or other relevant group of corporations to the appropriate Governmental Authority is reduced (including by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest from such Governmental Authority relating to such Tax liability.

“Tax Certificates” shall mean certificates of officers of Verizon and Spinco, dated as of November 17, 2006, provided to Verizon’s counsel in connection with the Tax Opinion.

“Tax Contest” shall have the meaning set forth in Section 5.01.

“Tax Information Packages” shall mean any information required in order to prepare and file any Verizon Filed Tax Return.

“Tax Materials” shall have the meaning set forth in Section 3.01(a).

“Tax Opinion” shall mean the written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated as of November 17, 2006, regarding certain United States federal income tax consequences of the Preliminary Restructuring, the Distribution, the Debt Exchange and other transactions associated therewith as described in the Ruling or the Distribution Agreement.

“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Governmental Authority or any bill for or notice related to ad valorem or other similar Taxes received from a Governmental Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Tranche B Term Loan” shall have the meaning set forth in the Credit Agreement.

“Transaction Agreements” shall have the meaning set forth in the Distribution Agreement.

“Verizon” shall have the meaning set forth in the preamble to this Agreement.

“Verizon Filed Tax Return” shall have the meaning set forth in Section 2.01(a).

“Verizon Group” shall have the meaning set forth in the Distribution Agreement.

“Verizon Taxes” shall have the meaning set forth in Section 2.03(b).

“VIS” shall have the meaning set forth in the Credit Agreement.

1.02 INTERPRETATION. For all purposes of this Agreement: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to “Preamble”, “Recitals”, “Articles”, “Sections” and other subdivisions are to the designated Preamble, Recitals, Articles, Sections and other subdivisions of the body of this Agreement; (iii)

 

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pronouns of either gender or neuter include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) “or” is not exclusive; (vi) “including” shall be deemed to be followed by “but not limited to”; and (vii) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

ARTICLE II.

TAX RETURNS AND TAX PAYMENTS

2.01 OBLIGATIONS TO FILE TAX RETURNS.

(a) Verizon shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (1) includes any member of the Verizon Group or the Spinco Group and that is required to be filed before or on the Distribution Date or (2) includes any member of the Verizon Group and that is required to be filed after the Distribution Date (each, a “Verizon Filed Tax Return”); provided, however, that (x) Spinco shall promptly prepare and deliver to Verizon in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the Spinco Group is included in, or any portion of the Spinco Business is reflected on, a Verizon Filed Tax Return, (y) Verizon shall provide to Spinco sufficiently in advance of the due date for the filing thereof, and Spinco shall have a reasonable opportunity to review and comment on, any such Verizon Filed Tax Return (or the relevant portion thereof) to the extent that Spinco is responsible for any portion of the Taxes reported on such Verizon Filed Tax Return, and (z) in the case of any Verizon Filed Tax Return that includes any member of the Spinco Group or the Spinco Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the Spinco Group hereby irrevocably authorizes and designates Verizon as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Verizon Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Verizon Filed Tax Return. Except as otherwise provided herein, Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Verizon Filed Tax Return for which Verizon bears responsibility hereunder and to determine whether any refunds of Taxes to which the Verizon Group may be entitled shall be received by way of refund or credit against the Tax liability of the Verizon Group.

(b) Spinco shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that is required to be filed after the Distribution Date that includes any member of the Spinco Group or otherwise relates to the Spinco Business that is not a Verizon Filed Tax Return (each, a “Spinco Filed Tax Return”); provided, however, that, except as otherwise required by law, (1) all Spinco Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Opinion and the private letter ruling with respect to, among other things, the Contribution, the Distribution and the Debt Exchange received by Verizon on September 25, 2006 (the “Ruling”) and consistent with past practices of Verizon, (2) Spinco shall provide to

 

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Verizon sufficiently in advance of the due date for the filing thereof, and Verizon shall have a reasonable opportunity to review and comment on, any such Spinco Filed Tax Return (or the relevant portion thereof) to the extent that (x) Verizon is responsible for any portion of the Taxes reported on such Spinco Filed Tax Return or (y) such Spinco Filed Tax Return is a Tax Return of Sales East and (3) in the case of any Spinco Filed Tax Return that includes any member of the Spinco Group or the Spinco Business only for the portion of the relevant taxable period that begins after the Distribution Date, Taxes shall be allocated to the portion of such taxable period that begins after the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date.

2.02 OBLIGATION TO REMIT TAXES. Subject to Section 2.01 and subject always to the ultimate division of responsibility for Taxes set out in Section 2.03, Verizon and Spinco shall each remit or cause to be remitted to the applicable Governmental Authority in a timely manner any Taxes due in respect of any Tax Return that such Party is required to file (or, in the case of a Tax for which no Tax Return is required to be filed, which is otherwise payable by such Party or a member of such Party’s group (the Verizon Group or the Spinco Group) to any Governmental Authority); provided, however, that in the case of any Tax Return, the Party not required to file such Tax Return shall remit to the Party required to file such Tax Return in immediately available funds the amount of any Taxes reflected on such Tax Return for which the former Party is responsible hereunder at least two (2) Business Days before payment of the relevant amount is due to a Governmental Authority.

2.03 TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS.

(a) Spinco and the members of the Spinco Group shall be responsible for the payment of (and shall be entitled to any refund of or credit for) all Taxes (i) that are attributable to any member of the Spinco Group or the Spinco Business for any taxable period, including, for purposes of clarification, any taxable period that ended prior to the Distribution Date, as determined in accordance with Schedule A, (ii) resulting from the Preliminary Restructuring, the Distribution, the Debt Exchange or any transaction associated therewith as described in the Ruling or the Distribution Agreement, to the extent that such Taxes arise as a result of any action taken by Spinco or any member of the Spinco Group following the Distribution (other than, in the case of the Tranche B Term Loan, the repayment thereof prior to the stated maturity in accordance with Section 2.10(b) of the Credit Agreement), or (iii) resulting from any breach of or inaccuracy in any representation, covenant or obligation of any member of the Spinco Group under this Agreement (collectively, “Spinco Taxes”).

(b) Verizon and the members of the Verizon Group shall be responsible for the payment of (and shall be entitled to any refund of or credit for) all Taxes attributable to any member of the Verizon Group or any member of the Spinco Group that are not Spinco Taxes (collectively, “Verizon Taxes”).

(c) Notwithstanding anything else to the contrary contained herein or in any other Transaction Agreement and notwithstanding whether any such Tax Benefits are realized on Verizon Filed Tax Returns or Spinco Filed Tax Returns, the Parties agree to allocate the Tax Benefits set forth on Schedule B in accordance therewith.

 

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(d) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Verizon Group and any member of the Spinco Group shall be terminated with respect to the Spinco Group as of the Distribution Date, and no member of the Spinco Group shall have any continuing rights or obligations thereunder.

2.04 AMENDED RETURNS. Spinco shall not, and shall not permit any member of the Spinco Group to, file any amended Tax Return that includes any member of the Verizon Group.

ARTICLE III.

REPRESENTATIONS AND COVENANTS

3.01 COMPLIANCE WITH THE RULING AND TAX OPINION.

(a) Verizon (on behalf of itself and all other members of the Verizon Group) hereby represents and warrants that (i) it has examined (A) the Ruling, (B) the Tax Opinion, (C) the Ruling Request, (D) the Tax Certificates and (E) any other materials delivered or deliverable in connection with the issuance of the Ruling and the rendering of the Tax Opinion (collectively, the “Tax Materials”) and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Verizon or any member of the Verizon Group, are or will be from the time presented or made through and including the Distribution Date true, correct and complete in all material respects. Verizon (on behalf of itself and all other members of the Verizon Group) hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Material applicable to Verizon or any member of the Verizon Group.

(b) Spinco (on behalf of itself and all other members of the Spinco Group) hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Spinco or any member of the Spinco Group, are or will be from the time presented or made through and including the Distribution Date true, correct and complete in all material respects. Spinco (on behalf of itself and all other members of the S


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