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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) DEX ONE CORPORATION, et al.,' ) Case No. 13-10533 (KG) ) Debtors. ) (Jointly Administered) NOTICE OF FILING PLAN SUPPLEMENT FOR THE DEBTORS' JOINT PREPACKAGED CHAPTER 11 PLAN PLEASE TAKE NOTICE that on April 1, 2013, the above-captioned debtors (collectively, the "Debtors" or "Dex One") filed the Plan Supplement for the Debtors ' Joint Prepackaged Chapter 11 Plan (the "Plan Supplement"), a copy of which is attached hereto. PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right, subject to the terms and conditions set forth in the Debtors' Joint Prepackaged Chapter 11 Plan filed on March 18, 2013 [Docket No. 21] (as may be amended from time to time, the "Plan"), to alter, amend, modify, or supplement any document in the Plan Supplement; provided, if any document in the Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the hearing to confirm the Plan, the Debtors will file a blackline of such document with the Bankruptcy Court. The Debtors, together with the last four digits of each of the Debtors' federal tax identification number, are: Dex One Corporation (0040); Dex Media, Inc. (9762); Dex Media East, Inc. (5763); Dex Media West, Inc. (7004); Dex Media Service LLC (9647); Dex One Digital, Inc. (9750); Dex One Service, Inc. (0222); R.R. Donnelley Inc. (7635); R.H. Donnelley APIL, Inc. (6495); R.H. Donnelley Corporation (2490); Newdex, Inc. (1335); and Spruce Acquisition Sub, Inc. (4006). For the purpose of these chapter 11 cases, the service address for the Debtors is: 1001 Winstead Drive, Cary, North Carolina 27513. DOCSDE:186678.1 18201/001 Dated: April 1, 2013 Wilmington, Delaware Laura Davis Jones (liE Bar No. 2436) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] - and - James H.M. Sprayregen, P.C. (admitted p ro hac vice) Marc Kieseistein, P.C. (admitted pro hac vice) Christopher J. Marcus, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: james.sprayregenkirkland.com [email protected] [email protected] Proposed Attorneys for the Debtors and Debtors in Possession DQCSDE:186678. 11820 1/001 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) DEX ONE CORPORATION, et al. Case No. 13-10533 (KG) ) Debtors. ) (Jointly Administered) ) PLAN SUPPLEMENT FOR THE DEBTORS' JOINT PREPACKAGED CHAPTER 11 PLAN TABLE OF CONTENTS Exhibit Description A Schedule of Retained Causes of Action B Section 11 29(a)(5) Disclosures The Debtors, together with the last four digits of each of the Debtors' federal tax identification number, are: Dex One Corporation (0040); Dex Media, Inc. (9762); Dex Media East, Inc. (5763); Dex Media West, Inc. (7004); Dex Media Service LLC (9647); Dex One Digital, Inc. (9750); Dex One Service, Inc. (0222); R.H. Donnelley Inc. (7635); R.H. Donnelley APIL, Inc. (6495); R.H. Donnelley Corporation (2490); Newdex, Inc. (1335); and Spruce Acquisition Sub, Inc. (4006). For the purpose of these chapter 11 cases, the service address for the Debtors is: 1001 Winstead Drive, Cary, North Carolina 27513. DOCSDE:186678.1 18201/001 EXHIBIT A SCHEDULE OF RETAINED CAUSES OF ACTION Section 4.15 of the Plan provides that unless any Causes of Action' against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors' rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity will vest in the Reorganized Debtors. The applicable Reorganized Debtor, through its authorized agents or representatives, will retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors will have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court. Notwithstanding, and without limiting the generality of, Section 4.15 of the Plan, the following Exhibit A(i) through Exhibit A(vi) include specific types of Causes of Actions expressly preserved by the Debtors and the Reorganized Debtors, including: (a) claims related to accounts receivable and accounts payable; (b) claims related to insurance policies; (c) claims related to deposits, adequate assurance postings, and other collateral postings; (d) claims, defenses, cross-claims, and counter-claims related to litigation and possible litigation; (e) claims related to contracts and leases; and (f) claims related to customer obligations, which are attached hereto as Exhibit A(i), Exhibit A(ii), Exhibit A(iii), Exhibit A(iv), Exhibit A(y), and Exhibit A(vi) respectively. Each such exhibit is subject to the terms of the Plan and the information provided in this Exhibit A. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Plan. DOCSDE:186678.1 18201/001 EXHIBIT A(i) Claims Related to Accounts Receivable and Accounts Payable Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities that owe or that may in the future owe money to the Debtors or Reorganized Debtors. Furthermore, the Debtors expressly reserve all Causes of Action against or related to all Entities who assert or may assert that the Debtors or Reorganized Debtors owe money to them. There is no schedule to this Exhibit A(i). DOCSDE:1 86678.1 18201/001 EXHIBIT A(ii) Claims Related to Insurance Policies The following Exhibit A(ii) includes insurance contracts and policies to which one or more Debtors are a party. Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all insurance contracts, insurance policies, occurrence policies, and occurrence contracts to which any Debtor or Reorganized Debtor is a party or pursuant to which any Debtor or Reorganized Debtor has any rights whatsoever, regardless of whether such contract or policy is included on Exhibit A(ii), including Causes of Action against insurance carriers, reinsurance carriers, insurance brokers, underwriters, occurrence carriers, or surety bond issuers relating to coverage, indemnity, contribution, reimbursement, or any other matters. DOCSDE: 186678.118201/001 EXHIBIT A(ii) Claims Related to Insurance Policies Af ME; Inception Expiratioi Insurer Coverage/Line Description of Coverage Policy Number 'Date Date Beezley Insurance Co. Errors & Omissions Provides excess legal liability protection V120A4120201 11/1/2012 11/1/2013 Liability - 1st against claims based on allegations of a Excess negligent act, error or omission in providing professional services to others. Chartis Employment Provides legal liability protection for 13577276 11/1/2012 11/1/2013 Practices Liability employment related offenses including sexual harassment, defamation, retaliation and other similar employment violations. Chartis Specialty Fiduciary Liability - Provides excess legal liability for claims arising 13577928 11/1/2012 11/1/2013 Insurance Co. 2nd Excess out of the management of employee benefits based upon violations of the responsibilities imposed by the Employment Income Retirement Security Act. Chartis Specialty Errors & Omissions Provides legal liability protection against 13575640 11/1/2012 11/1/2013 Insurance Co. $15M Liability claims based on allegations of a negligent act, Primary error or omission in providing professional services to others. Chubb Directors & Officers Provides legal liability protection for the entity Various. 5/1/2012 5/1/2013 Chartis Liability and its directors and officers against claims AWAC based on allegations of breach of duty, neglect, CNA error, misstatement, misleading statement, AXIS omission or act. Coverage is provided by Aspen various insurers for a total liability limit of Argo $100 million. Everest CODA Chartis Bermuda Federal Insurance Co. Fiduciary Liability - Provides excess legal liability for claims arising 82109445 11/1/2012 11/1/2013 (Chubb) 1st Excess out of the management of employee benefits based upon violations of the responsibilities imposed by the Employment Income Retirement Security Act.
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