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The SuperMedia Parties may disclose the aggregate amount of outstanding Loans held by all Consenting Lenders. JPMorgan Chase Bank, N. Earnings per share is computed independently for each quarter and the sum of the quarters may not equal the annual amount.

N and SuperMedia Inc SPMD. O have both filed for bankruptcy protection after the directories publishers failed to win the full support of senior secured lenders for a change to a credit agreement needed to complete their planned merger. Dex One, formerly known as R. Donnelley Corp, and SuperMedia agreed last year to combine their businesses, with Dex One shareholders expected to own about 60 percent and SuperMedia shareholders the rest of the combined company. Unusual for bankruptcies, stockholders of both companies will not be legally impacted by the Chapter 11 filings, and the shares of both companies rose sharply on Monday.

We are financial advisors only and have relied upon, without independent verification, the assessment of Dex and the Company and their legal, tax, regulatory, accounting and bankruptcy advisors with respect to legal, tax, regulatory, accounting or bankruptcy matters. We have not made any independent valuation or appraisal of the assets or liabilities contingent or otherwise of the Company, Dex or Dex Surviving Company or any of their respective subsidiaries, or concerning the solvency of the Company, Dex or Dex Surviving Company or any of their respective subsidiaries.

Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof.

Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion. Other than the fairness from a financial point of view of the Exchange Ratio pursuant to the SuperMedia Merger to the holders of shares of the Company Common Stock other than the Excluded Shareswe do not express any view on, and our opinion does not address, any other term or aspect of the fairness of either of the Mergers or any E-2 Table of Contents of the related transactions including the Loan Modification and the Sharing Arrangements to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company or the holders of any class of securities, creditors or other constit We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a portion of which was paid upon the rendering of an opinion in connection with this transaction and another portion of which is contingent upon the closing of the Mergers.

Morgan Stanley may also seek to provide financial advisory and financing services to Dex or Dex Surviving Company in the future and expects to receive fees for the rendering of these services. Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading and prime brokerage, as well as providing investment banking, financing and financial advisory services.

Morgan Stanley and its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions or finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Dex, the Company, Dex Surviving Company or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

This opinion is for the information of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is requi Based on and subject to the foregoing, we are of the opinion on the date hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of the Company Common Stock other than the Excluded Shares.

For the purpose of these chapter 11 cases, the service address for the Debtors is: 1001 Winstead Drive, Cary, North Carolina 27513.

It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Section 9. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding claims against and interests in each Debtor pursuant to the Bankruptcy Code.

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Under these plans, all employees are entitled to access health, dental, vision, term life insurance and disability coverage. SuperMedia assumed this obligation to provide post-retirement medical benefits from Verizon in connection with the spin-off in 2006. Pension Plans In connection with the spin-off, Verizon transferred to SuperMedia certain pension assets and liabilities related to its employees, including some of its executive officers.

These plans provide for benefits that were provided to these named executive officers under Verizon plans prior to the spin-off in 2006. These plans were frozen by Verizon and do not accept new participants. Brief descriptions of the plans are provided below. Management Plan The management plan is a noncontributory, tax-qualified pension plan for salaried employees who previously participated in Verizon pension plans prior to the spin-off from Verizon in 2006.

Under this alternative formula, benefits are equal to 1.

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This decline is primarily attributable to increased use of internet search providers, as well as the proliferation of very large retail stores for which consumers and businesses may not reference the yellow pages.

The decline will negatively affect the advertising sales associated with traditional print business. The solicitation of acceptances of the prepackaged plans and any subsequent commencement of Chapter 11 cases could adversely affect the relationships between Dex One and SuperMedia and their respective customers, employees, partners and others.

Even if Dex One and SuperMedia receive all necessary acceptances and meet all other conditions precedent for the prepackaged plans to become effective, either of the board of directors may not approve the commencement of the applicable Chapter 11 case and the transaction may not be completed. At this time, neither Dex One nor SuperMedia has taken any action approving a bankruptcy filing.

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Neither Dex One nor SuperMedia has at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, neither Dex One nor SuperMedia will commence a bankruptcy case to consummate the prepackaged plans. You should rely only on the information contained in or incorporated by reference into this document.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. In addition, you should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of the incorporated document. Neither our mailing of this document to Dex One and SuperMedia stockholders nor the issuance by Dex Media of shares of common stock pursuant to the mergers will create any implication to the contrary.

Common Buy Dexone Online ide effects may include:

  • The nominating and corporate governance committee will periodically reassess any related-person transaction entered into by SuperMedia to ensure its continued appropriateness.

  • Cons If you look at the size of the phone book delivered to your door today you should be able to realize the future of your job.

  • If you make no specification on your ballot as to how you want your shares voted before signing and returning it, your ballot will not be voted either to accept or reject the Dex One prepackaged plan.

  • Paulson, Restructuring Capital Associates, L.

SuperMedia uses several vendors to distribute its directories. The content collected is then used to generate the advertising solution that could include websites, mobile websites, search engine marketing campaigns, social media, or completing the profile for the client for their listing placement. The advertising solution is then launched to the channels relevant to the package purchased by the client.

After the advertising solution is fulfilled and distributed, SuperMedia provides monthly reporting to certain clients, helping them understand the activity and value of the advertising solutions.

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  • F-199 Table of Contents Section 6.

  • G-17 Table of Contents Except as otherwise provided herein or agreed to by the Debtors with the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated hereunder.