Attached files
file | filename |
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8-K - FORM 8-K - DEX ONE Corp | g21792e8vk.htm |
EX-99.1 - EX-99.1 - DEX ONE Corp | g21792exv99w1.htm |
EX-99.3 - EX-99.3 - DEX ONE Corp | g21792exv99w3.htm |
EX-99.2 - EX-99.2 - DEX ONE Corp | g21792exv99w2.htm |
Exhibit 2.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
FOR THE DISTRICT OF DELAWARE
In re:
|
Chapter 11 | |
R.H. DONNELLEY CORPORATION, et al.,1
|
Case No. 09-11833 (KG) | |
Debtors.
|
Jointly Administered |
JOINT PLAN OF REORGANIZATION FOR
R.H. DONNELLEY CORPORATION AND ITS SUBSIDIARIES
R.H. DONNELLEY CORPORATION AND ITS SUBSIDIARIES
SIDLEY AUSTIN LLP
|
YOUNG CONAWAY STARGATT & TAYLOR, LLP | |
James F. Conlan
|
Robert S. Brady (No. 2847) | |
Jeffrey C. Steen
|
Edwin J. Harron (No. 3396) | |
Paul S. Caruso
|
Edmon L. Morton (No. 3856) | |
Jeffrey E. Bjork
|
Donald J. Bowman, Jr. (No. 4383) | |
Bojan Guzina
|
Kenneth J. Enos (No. 4544) | |
Alex R. Rovira
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The Brandywine Building | |
One South Dearborn Street
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1000 West Street, 17th Floor | |
Chicago, Illinois 60603
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P.O. Box 391 | |
Telephone: (312) 853-7000
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Wilmington, Delaware 19899-0391 | |
Facsimile: (312) 853-7036
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Telephone: (302) 571-6600 | |
Facsimile: (302) 571-1253 |
COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION
DATED: October 21, 2009
1 | The Debtors in these chapter 11 cases, along with the last four digits of each Debtors federal tax identification number, are: R.H. Donnelley Corporation (0040), R.H. Donnelley Inc. (7635), DonTech Holdings, LLC (1351), R.H. Donnelley Publishing & Advertising of Illinois Holdings, LLC (1433), DonTech II Partnership (0375), R.H. Donnelley Publishing & Advertising of Illinois Partnership (9571), R.H. Donnelley Publishing & Advertising, Inc. (8228), Get Digital Smart.com, Inc. (4530), R.H. Donnelley APIL, Inc. (6495), RHD Service LLC (0222), Dex Media, Inc. (9762), Dex Media East, Inc. (5763), Dex Media East LLC (4575), Dex Media East Finance Co. (5761), Dex Media West, Inc. (7004), Dex Media West LLC (3487), Dex Media West Finance Co. (7059), Dex Media Service LLC (9647), Business.com, Inc. (9750), and Work.com, Inc. (5224). The Debtors corporate headquarters are located at, and the mailing address for each Debtor is, 1001 Winstead Drive, Cary, NC 27513. |
TABLE OF CONTENTS
INTRODUCTION |
1 | |||
ARTICLE I : DEFINITIONS; RULES OF INTERPRETATION; EXHIBITS |
1 | |||
1.1 Definitions |
1 | |||
1.2 Rules of Interpretation |
24 | |||
1.3 Exhibits and Plan Supplement |
24 | |||
1.4 Deemed Acts |
25 | |||
ARTICLE II : TREATMENT OF ADMINISTRATIVE AND PRIORITY TAX CLAIMS |
25 | |||
2.1 Administrative Expense Claims |
25 | |||
2.2 Priority Tax Claims |
25 | |||
ARTICLE III : CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS |
26 | |||
3.1 Summary of Classification and Treatment of Classified Claims and Interests |
26 | |||
3.2 Classification and Treatment of Claims Against and Interests In RHDC (Debtor 1) |
31 | |||
3.3 Classification and Treatment of Claims Against and Interests in DMI (Debtor 2) |
35 | |||
3.4 Classification and Treatment of Claims Against and Interests In RHDI (Debtor 3) |
38 | |||
3.5 Classification and Treatment of Claims Against and Interests In DMW (Debtor 4) |
42 | |||
3.6 Classification and Treatment of Claims Against and Interests in DME (Debtor 5) |
46 | |||
3.7 Classification and Treatment of Claims Against and Interests in the DMW Guarantor
Debtors (Debtors 6 and 7) |
49 | |||
3.8 Classification and Treatment of Claims Against and Interests In the DME Guarantor
Debtors (Debtors 8 and 9) |
52 | |||
3.9 Classification and Treatment of Claims Against and Interests In the RHDI
Guarantor Debtors (Debtors 10 through 16) |
55 | |||
3.10 Classification and Treatment of Claims Against and Interests In the
Non Guarantor Debtors Other than RHD Service LLC (Debtors 17 through 19) |
59 | |||
3.11 Classification and Treatment of Claims Against and Interests In RHD Service LLC (Debtor 20) |
62 | |||
ARTICLE IV : ACCEPTANCE OR REJECTION OF PLAN |
63 | |||
4.1 Impaired Classes of Claims and Interests Entitled to Vote |
63 | |||
4.2 Acceptance by an Impaired Class |
63 | |||
4.3 Deemed Acceptance of the Plan |
63 | |||
4.4 Presumed Rejection of the Plan |
63 | |||
4.5 Confirmability and Severability of the Plan |
63 | |||
ARTICLE V : MEANS FOR IMPLEMENTATION OF THE PLAN |
64 | |||
5.1 Non Substantive Consolidation |
64 | |||
5.2 Corporate Governance, Directors, Officers and Corporate Action |
64 | |||
5.3 Issuance and Distribution of New Securities and Related Matters |
66 | |||
5.4 Reporting Requirements Under Securities Exchange Act of 1934 and Listing on the
New York Stock Exchange or NASDAQ Stock Market |
67 | |||
5.5 Amended and Restated Credit Agreements |
67 | |||
5.6 Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors |
68 | |||
5.7 Cancellation of Notes, Instruments, Debentures and RHDC Interests |
68 | |||
5.8 Cancellation of Liens |
69 | |||
5.9 Compensation and Benefit Programs |
69 | |||
5.10 Management Incentive Plan |
70 | |||
5.11 Sources of Cash for Plan Distributions |
70 | |||
5.12 Restructuring Transactions |
70 | |||
5.13 Additional Transactions Authorized Under the Plan |
71 | |||
ARTICLE VI : TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES |
71 |
i
6.1 Assumption of Executory Contracts and Unexpired Leases |
71 | |||
6.2 Cure of Defaults of Assumed Executory Contracts and Unexpired Leases |
72 | |||
6.3 Assumption of Collective Bargaining Agreements |
72 | |||
6.4 Insurance Policies and Agreements |
72 | |||
6.5 Rejection of Executory Contracts and Unexpired Leases |
73 | |||
6.6 Rejection Damages Bar Date |
73 | |||
6.7 Post Petition Contracts and Leases |
73 | |||
ARTICLE VII : PROVISIONS GOVERNING DISTRIBUTIONS |
73 | |||
7.1 Distributions for Claims or Interests Allowed as of the Initial Distribution Date |
73 | |||
7.2 Interest on Claims |
74 | |||
7.3 Distributions by Disbursing Agent |
74 | |||
7.4 Delivery of Distributions and Undeliverable or Unclaimed Distributions |
74 | |||
7.5 Record Date for Distributions |
76 | |||
7.6 Means of Cash Payment |
76 | |||
7.7 Withholding and Reporting Requirements |
76 | |||
7.8 Setoffs |
76 | |||
7.9 Fractional Shares |
77 | |||
ARTICLE VIII : PROVISIONS FOR RESOLVING DISPUTED CLAIMS AND DISPUTED INTERESTS |
77 | |||
8.1 Objections to and Estimation of Claims |
77 | |||
8.2 Payments and Distributions on Disputed, Contingent and Unliquidated Claims and
Interests and on Claims for Which Proofs of Claim are Filed |
77 | |||
ARTICLE IX : CONFIRMATION AND CONSUMMATION OF THE PLAN |
77 | |||
9.1 Conditions to Confirmation |
78 | |||
9.2 Conditions to Effective Date |
78 | |||
9.3 Waiver of Conditions |
78 | |||
9.4 Consequences of Non-Occurrence of Effective Date |
79 | |||
9.5 Substantial Consummation |
79 | |||
9.6 Notice of Effective Date |
79 | |||
ARTICLE X : INJUNCTIONS, RELEASES AND DISCHARGE |
79 | |||
10.1 Discharge |
79 | |||
10.2 Releases |
81 | |||
10.3 Supplemental Injunction |
83 | |||
10.4 Disallowed Claims And Disallowed Equity Interests |
84 | |||
10.5 Exculpation |
85 | |||
10.6 Revesting of Assets |
85 | |||
10.7 Preservation of Rights of Action and Litigation Claims |
86 | |||
10.8 Survival of Indemnification Obligations |
86 | |||
ARTICLE XI : RETENTION OF JURISDICTION |
87 | |||
11.1 Exclusive Jurisdiction of the Bankruptcy Court |
87 | |||
ARTICLE XII : MISCELLANEOUS |
89 | |||
12.1 Surrender of Instruments |
89 | |||
12.2 Committees |
89 | |||
12.3 Post-Confirmation Date Retention of Professionals |
89 | |||
12.4 Bar Date for Payment or Reimbursement of Professional Fees and Expenses and
Claims for Substantial Contribution |
90 | |||
12.5 Effectuating Documents and Further Transactions |
90 | |||
12.6 Exemption from Transfer Taxes |
90 | |||
12.7 Payment of Statutory Fees |
90 | |||
12.8 Payment of Notes Indenture Trustee Fees |
90 | |||
12.9 Notes Indenture Trustees Proof of Claim in respect of Noteholders Claims |
91 |
ii
12.10 Amendment or Modification of the Plan |
91 | |||
12.11 Severability of Plan Provisions |
91 | |||
12.12 Binding Effect; Successors and Assigns |
91 | |||
12.13 Revocation, Withdrawal or Non Consummation |
91 | |||
12.14 Notice |
92 | |||
12.15 Governing Law |
93 | |||
12.16 Tax Reporting and Compliance |
93 | |||
12.17 Filing of Additional Documents |
93 | |||
12.18 Reservation of Rights |
93 |
iii
APPENDIXES
Appendix A: Appendix B: Appendix C: Appendix D: Appendix E: | Primary Obligor Debtors DMW Guarantor Debtors DME Guarantor Debtors RHDI Guarantor Debtors Non-Guarantor Debtors |
EXHIBITS TO BE FILED WITH THE PLAN SUPPLEMENT
Exhibit 1.1.113: | Litigation Claims |
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Exhibit 1.1.118: | New RHDC Note |
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Exhibit 1.1.119: | New RHDC Notes Indenture |
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Exhibit 1.1.149: | Registration Rights Agreement |
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Exhibit 5.2.1(1): | Amended and Restated Certificate of Incorporation of Reorganized RHDC |
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Exhibit 5.2.1(2): | Amended and Restated By-Laws of Reorganized RHDC |
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Exhibit 5.2.2: | Initial Directors of Reorganized RHDC |
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Exhibit 5.2.4: | Board of Directors of the Reorganized Debtors other than Reorganized RHDC |
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Exhibit 5.5.1(1): | Amended and Restated RHDI Credit Agreement |
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Exhibit 5.5.1(2): | Amended and Restated RHDI Lenders Guaranty & Collateral Agreement |
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Exhibit 5.5.2(1): | Amended and Restated DMW Credit Agreement |
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Exhibit 5.5.2(2): | Amended and Restated DMW Lenders Guaranty & Collateral Agreement |
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Exhibit 5.5.3(1): | Amended and Restated DME Credit Agreement |
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Exhibit 5.5.3(2): | Amended and Restated DME Lenders Guaranty & Collateral Agreement |
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Exhibit 5.9.1: | Employment and Retirement Benefit Agreements |
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Exhibit 5.10: | Management Incentive Plan |
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Exhibit 5.12: | Restructuring Transactions |
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Exhibit 6.5: | List of Executory Contracts and Unexpired Leases to be Rejected Pursuant to the Plan |
iv
INTRODUCTION
R.H. Donnelley Corporation and those entities listed in footnote 1 hereto, hereby propose the
following joint plans of reorganization for the Debtors2 in their reorganization cases
under chapter 11 of the Bankruptcy Code for the resolution of outstanding claims against and
interests in the Debtors. The Debtors are the proponents of the Plan within the meaning of Section
1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed
contemporaneously herewith, for a discussion of the Debtors history, business, properties and
operations, projections for those operations, risk factors, a summary and analysis of the Plan, and
certain related matters including, among other things, the securities to be issued under the Plan.
Subject to certain restrictions and requirements set forth herein and in Section 1127 of the
Bankruptcy Code and Bankruptcy Rule 3019, the Debtors reserve the right to alter, amend, modify,
supplement, revoke or withdraw the Plan prior to its Substantial Consummation in accordance with
the terms hereof, the Noteholders Support Agreement, the Confirmation Order, and the Bankruptcy
Code; provided, however, that any amendment, modification or supplement to the Plan
shall be reasonably acceptable to a Majority of Consenting Noteholders and shall not be
inconsistent with the terms of the Banks Support Agreements.
ARTICLE I : DEFINITIONS; RULES OF INTERPRETATION; EXHIBITS
1.1 Definitions.
As used herein, capitalized terms shall have the meanings set forth below. Any capitalized
term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the
Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the
Bankruptcy Rules, as applicable.
1.1.1 Administrative Expense Claim means a Claim for costs and expenses of
administration of the Chapter 11 Cases that are Allowed under Sections 328, 330, 363, 364(c)(1),
365, 503(b), and 507(a)(2) of the Bankruptcy Code, including, without limitation, (a) any actual
and necessary costs and expenses of preserving the Debtors Estates and operating the businesses of
the Debtors (such as wages, salaries and commissions for services and payments for inventory,
leased equipment and premises) and Claims of governmental units for taxes (including tax audit
Claims) related to tax years commencing after the Petition Date, but excluding Claims related to
tax periods, or portions thereof, ending on or before the Petition Date; (b) all compensation for
legal, financial, advisory, accounting and other professional services and reimbursement of
expenses Allowed by the Bankruptcy Court; (c) any indebtedness or obligations incurred or assumed
by the Debtors during the Chapter 11 Cases; (d) any payment to be made under the Plan or otherwise
to cure a default on an assumed executory contract or unexpired lease; (e) any fees and charges
assessed against the Debtors Estates under Section 1930, chapter 123, of title 28 of the United
States Code; (f) Postpetition Intercompany Claims; and (g) all administrative and superpriority
administrative expense claims set forth in the Final Cash Collateral Orders.
1.1.2 Allowed means, with respect to a Claim or Interest, or any portion thereof, in
any Class or category specified herein, a Claim or Interest (a) that is not listed as
2 | Capitalized terms used in this Introduction shall have the meanings ascribed to such terms in Article I hereof and elsewhere in the Plan. |
1
disputed, contingent or unliquidated on the Debtors schedules, if any, and as to which no
objection or request for estimation has been filed on or before any applicable objection deadline,
if any, set by the Bankruptcy Court or the expiration of such other applicable period fixed by the
Bankruptcy Court; (b) as to which any objection has been settled, waived, withdrawn or denied by a
Final Order; or (c) that is expressly allowed (i) by a Final Order, (ii) by an agreement between
the Holder of such Claim or Interest and the Debtors or Reorganized Debtors, or (iii) pursuant to
the terms of the Plan.
1.1.3 Amended and Restated Credit Documents means, collectively, the Amended and
Restated DME Credit Agreement, the Amended and Restated DMW Credit Agreement, the Amended and
Restated RHDI Credit Agreement, the Amended and Restated DME Lenders Guaranty & Collateral
Agreement, the Amended and Restated DMW Lenders Guaranty & Collateral Agreement, the Amended and
Restated RHDI Lenders Guaranty & Collateral Agreement and any other definitive documentation as is
necessary to consummate the transactions contemplated by the Banks Support Agreements.
1.1.4 Amended and Restated DME Credit Agreement means that certain amendment and
restatement of the DME Credit Agreement as of the Effective Date (or, if applicable and in
accordance with the DME Lenders Plan Term Sheet, a new credit agreement), on the same economic
terms as, and otherwise in all material respects consistent with, the terms set forth in the DME
Lenders Plan Term Sheet, including such other definitive documentation as is necessary to
consummate the transactions contemplated by the DME Lenders Plan Term Sheet. The Amended and
Restated DME Credit Agreement shall be substantially in the form attached as an exhibit to the Plan
Supplement, and shall be in form and substance reasonably acceptable to the Debtors, the DME
Lenders Agent and a Majority of Consenting Noteholders.
1.1.5 Amended and Restated DME Lenders Guaranty & Collateral Agreement means that
certain amendment and restatement of the DME Lenders Guaranty & Collateral Agreement (or, if
applicable and in accordance with the DME Lenders Plan Term Sheet, a new guaranty and collateral
agreement), on the same economic terms as, and in all material respects consistent with, the terms
set forth in the DME Lenders Plan Term Sheet. The Amended and Restated DME Lenders Guaranty &
Collateral Agreement shall be substantially in the form attached as an exhibit to the Plan
Supplement, and shall be in form and substance reasonably acceptable to the Debtors, the DME
Lenders Agent and a Majority of Consenting Noteholders.
1.1.6 Amended and Restated DMW Credit Agreement means that certain amendment and
restatement of the DMW Credit Agreement as of the Effective Date (or, if applicable and in
accordance with the DMW Lenders Plan Term Sheet, a new credit agreement), on the same economic
terms as, and otherwise in all material respects consistent with, the terms set forth in the DMW
Lenders Plan Term Sheet, including such other definitive documentation as is necessary to
consummate the transactions contemplated by the DMW Lenders Plan Term Sheet. The Amended and
Restated DMW Credit Agreement shall be substantially in the form attached as an exhibit to the Plan
Supplement, and shall be in form and substance reasonably acceptable to the Debtors, the DMW
Lenders Agent and a Majority of Consenting Noteholders.
1.1.7 Amended and Restated DMW Lenders Guaranty & Collateral Agreement means that
certain amendment and restatement of the DMW Lenders Guaranty &
2
Collateral Agreement (or, if applicable and in accordance with the DMW Lenders Plan Term
Sheet, a new guaranty and collateral agreement), on the same economic terms as, and in all material
respects consistent with, the terms set forth in the DMW Lenders Plan Term Sheet. The Amended and
Restated DMW Lenders Guaranty & Collateral Agreement shall be substantially in the form attached as
an exhibit to the Plan Supplement, and shall be in form and substance reasonably acceptable to the
Debtors, the DMW Lenders Agent and a Majority of Consenting Noteholders.
1.1.8 Amended and Restated RHDI Credit Agreement means that certain amendment and
restatement of the RHDI Credit Agreement as of the Effective Date (or, if applicable and in
accordance with the RHDI Lenders Plan Term Sheet, a new credit agreement), on the same economic
terms as, and otherwise in all material respects consistent with, the terms set forth in the RHDI
Lenders Plan Term Sheet, including such other definitive documentation as is necessary to
consummate the transactions contemplated by the RHDI Lenders Plan Term Sheet. The Amended and
Restated RHDI Credit Agreement shall be substantially in the form attached as an exhibit to the
Plan Supplement, and shall be in form and substance reasonably acceptable to the Debtors, the RHDI
Lenders Agent and a Majority of Consenting Noteholders.
1.1.9 Amended and Restated RHDI Lenders Guaranty & Collateral Agreement means that
certain amendment and restatement of the RHDI Lenders Guaranty & Collateral Agreement (or, if
applicable and in accordance with the RHDI Lenders Plan Term Sheet, a new guaranty and collateral
agreement), on the same economic terms as, and in all material respects consistent with, the terms
set forth in the RHDI Lenders Plan Term Sheet. The Amended and Restated RHDI Lenders Guaranty &
Collateral Agreement shall be substantially in the form attached as an exhibit to the Plan
Supplement, and shall be in form and substance reasonably acceptable to the Debtors, the RHDI
Lenders Agent and a Majority of Consenting Noteholders.
1.1.10 Assumption/Rejection Motion means a motion to be filed by the Debtors prior to
the hearing on the Confirmation of the Plan, providing for the assumption or rejection of executory
contracts and unexpired leases to which any of the Debtors are party and which have not been
previously assumed or rejected.
1.1.11 Ballot means the document for accepting or rejecting the Plan, in the form
approved by the Bankruptcy Court, and in form and substance reasonably acceptable to a Majority of
Consenting Noteholders.
1.1.12 Banks Support Agreements means, collectively, the DME Lenders Plan Support
Agreement, the DMW Lenders Plan Support Agreement and the RHDI Lenders Plan Support Agreement.
1.1.13 Bankruptcy Code means title 11 of the United States Code, as in effect on the
Petition Date, together with all amendments and modifications thereto that were subsequently made
applicable to the Chapter 11 Cases.
1.1.14 Bankruptcy Court means the United States Bankruptcy Court for the District of
Delaware or any other court with jurisdiction over the Chapter 11 Cases.
3
1.1.15 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated
by the United States Supreme Court under Section 2075 of title 28 of the United States Code and any
local rules of the Bankruptcy Court, as in effect on the Petition Date, together with all
amendments and modifications thereto that were subsequently made applicable to the Chapter 11
cases.
1.1.16 Business Day means any day other than a Saturday, a Sunday or legal holiday
(as defined in Bankruptcy Rule 9006(a)).
1.1.17 By-Laws means the amended and restated by-laws of Reorganized RHDC, in form and
substance acceptable to a Majority of Consenting Noteholders in their discretion, in substantially
the form attached as Exhibit 5.2.1(2) to the Plan to be filed with the Plan Supplement.
1.1.18 Certificate of Incorporation means the amended and restated certificate of
incorporation of Reorganized RHDC, in form and substance acceptable to a Majority of Consenting
Noteholders in their discretion, in substantially the form attached as Exhibit 5.2.1(1) to the Plan
to be filed with the Plan Supplement.
1.1.19 Chapter 11 Cases means the voluntary cases commenced May 28, 2009 by the
Debtors in the Bankruptcy Court under chapter 11 of the Bankruptcy Code.
1.1.20 Claim means a claim, as defined in Section 101(5) of the Bankruptcy Code.
1.1.21 Claims Agent means The Garden City Group, Inc., employed and retained by the
Debtors, pursuant to an order of the Bankruptcy Court, as claims, noticing, and balloting agent.
1.1.22 Class means a category of Claims or Interests pursuant to the Plan, as such
term is used and described in Section 1122 and Section 1123(a)(1) of the Bankruptcy Code.
1.1.23 Confirmation means the entry of the Confirmation Order by the Bankruptcy Court.
1.1.24 Confirmation Date means the date on which the clerk of the Bankruptcy Court
enters the Confirmation Order on its docket.
1.1.25 Confirmation Hearing means the hearing held by the Bankruptcy Court on
confirmation of the Plan, as such hearing may be continued from time to time.
1.1.26 Confirmation Order means the order of the Bankruptcy Court confirming the Plan
pursuant to Section 1129 of the Bankruptcy Code.
1.1.27 Consenting Noteholders means those certain unaffiliated entities that are
Holders (or advisor, nominee or investment manager for beneficial holder(s)) of Noteholder Claims
and that are parties to the Noteholders Support Agreement, and any Holder of Notes who after the
date of the Noteholders Support Agreement executes a counterpart to the Noteholders Support
Agreement or takes the actions required of a transferee in accordance with Section 7 of
4
the Noteholders Support Agreement; and are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal counsel, and Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor.
1.1.28 Convenience Claim means a Claim against any of the Debtors that would otherwise
be classified as an Allowed General Unsecured Claim, and which (i) is in an amount that is equal to
or less than $5,000 or (ii) pursuant to the Ballot has been reduced to $5,000 by election of the
Holder of such Claim.
1.1.29 Debtor(s) means, individually or collectively, the debtors and debtors in
possession identified in footnote 1 hereto.
1.1.30 Disallowed Claim means all or such part of a Claim that is disallowed by a
Final Order of the Bankruptcy Court or other court of competent jurisdiction.
1.1.31 Disbursing Agent means any entity in its capacity, including, but not limited
to, the Prepetition Lenders Agents, as a disbursing agent under Section 7.3 hereof.
1.1.32 Discharge Injunction means the injunction described in Section 1141 of the
Bankruptcy Code and contained in Section 10.1.2 of the Plan.
1.1.33 Disclosure Statement means that certain disclosure statement relating to the
Plan, including, without limitation, all exhibits and schedules thereto, each in form and substance
reasonably acceptable to a Majority of Consenting Noteholders, as the same may be amended,
supplemented or otherwise modified from time to time, as approved by the Bankruptcy Court pursuant
to Section 1125 of the Bankruptcy Code; provided, however, that any amendment,
modification or supplement to the Disclosure Statement shall be reasonably acceptable, or
acceptable, as the case may be, to a Majority of Consenting Noteholders in accordance with the
Noteholders Support Agreement and Noteholders Plan Term Sheet.
1.1.34 Disputed Claim means any Claim, including any portion thereof, that is (a)
neither an Allowed Claim nor a Disallowed Claim, or (b) for which a Proof of Claim or Interest for
payment has been timely filed with the Bankruptcy Court or a written request for payment has been
made, to the extent that any of the Debtors or any party in interest has interposed a timely
objection or request for estimation, which objection or request for estimation has not been
withdrawn or determined by a Final Order.
1.1.35 Distribution Record Date means, the Confirmation Date or such other date as may
be designated in the Confirmation Order.
1.1.36 DME means Dex Media East LLC, a Delaware limited liability company.
1.1.37 DME Credit Agreement means that certain Credit Agreement among DMI, Dex Media
East, Inc., DME, as Borrower, the DME Lenders, the DME Lenders Agent, Bank of America, N.A., Bear
Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch, Deutsche Bank Trust Company
Americas and the Royal Bank of Scotland, PLC, as Co-Documentation Agents, and J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners
dated as of October 24, 2007 (as amended,
5
supplemented or otherwise modified) prior to the effective date of the Amended and Restated
DME Credit Agreement.
1.1.38 DME Guarantor Debtors means those Debtors listed on Appendix C.
1.1.39 DME Hedge Agreements means those certain interest rate hedge agreements entered
into by DME with the DME Hedge Providers; the obligations which arise thereunder or relate thereto
are secured under the DME Lenders Guaranty & Collateral Agreement.
1.1.40 DME Hedge Providers means those DME Revolving Lenders or DME Term Lenders, as
the case may be, or their respective affiliates, party to interest rate hedge agreements with DME.
1.1.41 DME Hedge Termination Payments means the net termination payments owing under
the DME Hedge Agreements.
1.1.42 DME Lenders means, collectively, (i) the DME Revolving Lenders, (ii) the DME
Term Lenders, and (iii) the DME Hedge Providers.
1.1.43 DME Lenders Agent means JPMorgan Chase Bank, N.A., in its capacity as (i)
administrative agent to the DME Lenders under the DME Credit Agreement and (ii) as collateral agent
to the DME Lenders under the DME Lenders Guaranty & Collateral Agreement and related documents.
1.1.44 DME Lenders Claims means all Claims of (i) the DME Lenders arising under the
DME Credit Agreement, the DME Lenders Guaranty & Collateral Agreement and all related
documentation, including, but not limited to, related pledge agreements, mortgages and other
security agreements or instruments, (ii) the DME Hedge Providers under the DME Hedge Agreements and
(iii) the DME Lenders Agent under the documentation set forth in (i) and (ii) and all other
documentation related thereto.
1.1.45 DME Lenders Guaranty & Collateral Agreement means that certain Guaranty and
Collateral Agreement, by and among DME, Dex Media East, Inc., Dex Media East Finance Co. and the
DME Lenders Agent dated as of October 24, 2007 (as amended, supplemented or otherwise modified
prior to the effective date of the Amended and Restated DME Lenders Guaranty and Collateral
Agreement), pursuant to which, among other things, (i) Dex Media East, Inc. and Dex Media East
Finance Co. agreed to guarantee the obligations under the DME Credit Agreement and DME Hedge
Agreements, and (ii) DME, Dex Media East, Inc., Dex Media East Finance Co. secured the obligations
under the DME Credit Agreement and DME Hedge Agreements.
1.1.46 DME Lenders Guaranty Claims means those Claims of the DME Lenders arising under
the DME Lenders Guaranty & Collateral Agreement.
1.1.47 DME Lenders Plan Support Agreement means that certain Plan Support Agreement
dated as of May 21, 2009, as amended or otherwise modified from time to time in accordance with the
terms thereof (including all exhibits and attachments thereto, including the DME Lenders Plan Term
Sheet), entered into prior to the Petition Date by and
6
among R.H. Donnelley Corporation, DMI, Dex Media East, Inc., DME and certain of the DME
Lenders that are parties thereto and which, as of the Petition Date, held in excess of two-thirds
(2/3) in principal amount and one-half (1/2) in number of the aggregate DME Lenders Claims. A copy
of the DME Lenders Plan Support Agreement is attached to the Disclosure Statement as Exhibit B.
1.1.48 DME Lenders Plan Term Sheet means that certain Term Sheet, as amended or
otherwise modified from time to time in accordance with the terms of the DMW Lenders Plan Support
Agreement, a copy of which is attached as Exhibit A to the DME Lenders Plan Support Agreement.
1.1.49 DME Revolving Loans means those revolving loans made under the DME Credit
Agreement by the DME Revolving Lenders.
1.1.50 DME Revolving Lenders means those Persons from time to time party to the DME
Credit Agreement in their capacities as revolving lenders thereunder.
1.1.51 DME Term Lenders means, collectively, the DME Term Loan A Lenders and the DME
Term Loan B Lenders.
1.1.52 DME Term Loan A means that certain term loan A provided under the DME Credit
Agreement by the DME Term Loan A Lenders.
1.1.53 DME Term Loan A Lenders means those Persons from time to time party to the DME
Credit Agreement in their capacities as term loan A lenders thereunder.
1.1.54 DME Term Loan B means that certain term loan B provided under the DME Credit
Agreement by the DME Term Loan B Lenders.
1.1.55 DME Term Loan B Lenders means those Persons from time to time party to the DME
Credit Agreement in their capacities as term loan B lenders thereunder.
1.1.56 DME Term Loans means, collectively, the DME Term Loan A and DME Term Loan B.
1.1.57 DMI means Dex Media, Inc., a Delaware corporation.
1.1.58 DMI 8% Senior Notes means the 8% Senior Notes due 2013 in the outstanding
aggregate principal amount of $500 million as of the Petition Date, issued by DMI under an
Indenture dated as of November 10, 2003, between DMI and Law Debenture Trust Company, as successor
to U.S. Bank National Association, as Trustee.
1.1.59 DMI 9% Senior Discount Notes means, collectively, the two series of 9% Senior
Discount Notes due 2013 in the outstanding aggregate principal amount of $750 million as of the
Petition Date, issued by DMI under those certain Indentures dated as of (i) November 10, 2003 and
(ii) February 11, 2004, between DMI and Law Debenture Trust Company, as successor to U.S. Bank
National Association, as Trustee.
7
1.1.60 DMI Notes means, collectively, the DMI 8% Senior Notes and the DMI 9% Senior
Discount Notes.
1.1.61 DMI Notes Indenture(s) means, individually or collectively: (i) that certain
Indenture dated as of November 10, 2003, pursuant to which DMI issued the DMI 8% Senior Notes, as
amended, restated or otherwise modified from time to time; and (ii) those certain Indentures dated
as of (i) November 10, 2003 and (ii) February 11, 2004, pursuant to which DMI issued the DMI 9%
Senior Discount Notes, as amended, restated or otherwise modified from time to time.
1.1.62 DMI Noteholders Claims means all Claims arising under or evidenced by the DMI
Notes and DMI Notes Indentures and related documentation.
1.1.63 DMW means Dex Media West LLC, a Delaware limited liability company.
1.1.64 DMW 5.875% Senior Notes means the 5.875% Senior Notes due 2011 in the
outstanding aggregate principal amount of $9 million as of the Petition Date, issued by DMW and Dex
Media West Finance Co. under an Indenture dated as of November 24, 2004, between DMW, Dex Media
West Finance Co. and Wilmington Trust Company, as successor to U.S. Bank National Association, as
Trustee.
1.1.65 DMW 8.5% Senior Notes means the 8.5% Senior Notes due 2010 in the outstanding
aggregate principal amount of $385 million as of the Petition Date, issued by DMW and Dex Media
West Finance Co. under an Indenture dated as of August 29, 2003, between DMW, Dex Media West
Finance Co. and Wilmington Trust Company, as successor to U.S. Bank National Association, as
Trustee.
1.1.66 DMW 9.875% Senior Subordinated Notes means the 9.875% Senior Subordinated Notes
due 2013 in the outstanding aggregate principal amount of $762 million as of the Petition Date,
issued by DMW and Dex Media West Finance Co. under an Indenture dated as of August 29, 2003,
between DMW, Dex Media West Finance Co. and Law Debenture Trust Company, as successor to U.S. Bank
National Association, as Trustee.
1.1.67 DMW Credit Agreement means that certain Credit Agreement by and among DMI, Dex
Media West, Inc., DMW, as Borrower, the DMW Lenders, the DMW Lenders Agent, Bank of America, N.A.,
as Syndication Agent, Barclays Bank, PLC, Credit Suisse, Cayman Islands Branch, Deutsche Bank Trust
Company Americas, Goldman Sachs Credit Partners, LP, Morgan Stanley & Co. and Wachovia Bank,
National Association, as Co-Documentation Agents, and J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners dated as of June 6, 2008 (as
amended, supplemented or otherwise modified) prior to the effective date of the Amended and
Restated DMW Credit Agreement.
1.1.68 DMW Guarantor Debtors means those Debtors listed on Appendix B.
1.1.69 DMW Hedge Agreements means those certain interest rate hedge agreements entered
into by DMW with the DMW Hedge Providers; the obligations which arise
8
thereunder or relate thereto are secured under the DMW Lenders Guaranty & Collateral
Agreement.
1.1.70 DMW Hedge Providers means those DMW Revolving Lenders or DMW Term Lenders, as
the case may be, or their respective affiliates, party to interest rate hedge agreements with DMW.
1.1.71 DMW Hedge Termination Payments means the net termination payments owing under
the DMW Hedge Agreements.
1.1.72 DMW Lenders means, collectively, (i) the DMW Revolving Lenders, (ii) the DMW
Term Lenders, and (iii) the DMW Hedge Providers.
1.1.73 DMW Lenders Agent means JPMorgan Chase Bank, N.A., in its capacity as (i)
administrative agent to the DMW Lenders under the DMW Credit Agreement and (ii) as collateral agent
to the DMW Lenders under the DMW Lenders Guaranty & Collateral Agreement and related documents.
1.1.74 DMW Lenders Claims means all Claims of (i) the DMW Lenders arising under the
DMW Credit Agreement, the DMW Lenders Guaranty & Collateral Agreement and all related
documentation, including, but not limited to, related pledge agreements, mortgages and other
security agreements or instruments, (ii) the DMW Hedge Providers under the DMW Hedge Agreements and
(iii) the DMW Lenders Agent under the documentation set forth in (i) and (ii) and all other
documentation related thereto.
1.1.75 DMW Lenders Guaranty & Collateral Agreement means that certain Guaranty and
Collateral Agreement, by and among DMW, Dex Media West, Inc., and Dex Media West Finance Co., and
the DMW Lenders Agent, dated as of June 6, 2008 (as amended, supplemented or otherwise modified
prior to the effective date of the Amended and Restated DMW Lenders Guaranty and Collateral
Agreement), pursuant to which, among other things, (i) Dex Media West, Inc. and Dex Media West
Finance Co. agreed to guarantee the obligations under the DMW Credit Agreement and DMW Hedge
Agreements, and (ii) DMW, Dex Media West, Inc. and Dex Media West Finance Co. secured the
obligations under the DMW Credit Agreement and DMW Hedge Agreements.
1.1.76 DMW Lenders Guaranty Claims means those Claims of the DMW Lenders arising under
the DMW Lenders Guaranty & Collateral Agreement.
1.1.77 DMW Lenders Plan Support Agreement means that certain Plan Support Agreement
dated as of May 21, 2009, as amended or otherwise modified from time to time in accordance with the
terms thereof (including all exhibits and attachments thereto, including the DMW Lenders Plan Term
Sheet), entered into prior to the Petition Date by and among R.H. Donnelley Corporation, DMI, Dex
Media West, Inc., DMW and certain DMW Lenders that are parties thereto which, as of the Petition
Date, held in excess of two-thirds (2/3) in principal amount and one-half (1/2) in number of the
aggregate DMW Lenders Claims. A copy of the DMW Lenders Plan Support Agreement is attached to the
Disclosure Statement as Exhibit B.
9
1.1.78 DMW Lenders Plan Term Sheet means that certain Term Sheet, as amended or
otherwise modified from time to time in accordance with the terms of the DMW Lenders Plan Support
Agreement, a copy of which is attached as Exhibit A to the DMW Lenders Plan Support Agreement.
1.1.79 DMW Notes means, collectively, the DMW Senior Notes and the DMW Senior
Subordinated Notes.
1.1.80 DMW Revolving Loans means those revolving loans made under the DMW Credit
Agreement by the DMW Revolving Lenders.
1.1.81 DMW Revolving Lenders means those Persons from time to time party to the DMW
Credit Agreement in their capacities as revolving lenders thereunder.
1.1.82 DMW Senior Notes means, collectively, the DMW 5.875% Senior Notes and the DMW
8.5% Senior Notes.
1.1.83 DMW Senior Notes Indenture(s) means, individually or collectively: (i) that
certain Indenture dated as of November 24, 2004, pursuant to which DMW and Dex Media West Finance
Co. issued the DMW 5.875% Senior Notes, as amended, restated or otherwise modified from time to
time; and (ii) that certain Indenture dated as of August 29, 2003, pursuant to which DMW and Dex
Media West Finance Co. issued the DMW 8.5% Senior Notes, as amended, restated or otherwise modified
from time to time.
1.1.84 DMW Senior Notes Noteholders Claims means all Claims arising under or evidenced
by the DMW Senior Notes and the DMW Senior Notes Indentures and related documentation.
1.1.85 DMW Senior Subordinated Notes means the DMW 9.875% Senior Subordinated Notes.
1.1.86 DMW Senior Subordinated Notes Indenture means that certain Indenture dated as
of August 29, 2003, pursuant to which DMW and Dex Media West Finance Co. issued the DMW Senior
Subordinated Notes, as amended, restated or otherwise modified from time to time.
1.1.87 DMW Senior Subordinated Notes Noteholders Claims means all Claims arising under
or evidenced by the DMW Senior Subordinated Notes and the DMW Senior Subordinated Notes Indenture
and related documentation.
1.1.88 DMW Term Lenders means those Persons from time to time party to the DMW Credit
Agreement in their capacities as term loan lenders thereunder.
1.1.89 DMW Term Loan A means that certain term loan A provided under the DMW Credit
Agreement by the DMW Term Loan A Lenders.
1.1.90 DMW Term Loan A Lenders means those Persons from time to time party to the DMW
Credit Agreement in their capacities as term loan A lenders thereunder.
10
1.1.91 DMW Term Loan B means that certain term loan B provided under the DMW Credit
Agreement by the DMW Term Loan B Lenders.
1.1.92 DMW Term Loan B Lenders means those Persons from time to time party to the DMW
Credit Agreement in their capacities as term loan B lenders thereunder.
1.1.93 DMW Term Loans means, collectively, the DMW Term Loan A and the DMW Term Loan
B.
1.1.94 DTC means The Depository Trust Company.
1.1.95 Effective Date means the first Business Day the Plan becomes effective as
provided in Article IX hereof.
1.1.96 Employee Benefit Plans means any employment, compensation, pension, welfare,
healthcare, bonus, incentive compensation, sick leave and other leave, vacation pay, expense
reimbursement, dependent care, retirement, savings, deferred compensation, supplemental pension,
retention, workers compensation, life insurance, disability, dependent care, dependent healthcare,
education, severance or other compensation or benefit plan, agreement or arrangement for the
benefit of the current or former directors, officers or employees (whether salaried or hourly,
active or retired) of the applicable Debtor, but excluding any pre-petition equity-based
compensation awards granted by any of the Debtors.
1.1.97 Employee Pension Plans means the R.H. Donnelley Corporation Retirement Account
and the Dex Media, Inc. Pension Plan, each a tax-qualified defined benefit pension plan, and each
amended and restated as of January 1, 2007.
1.1.98 Employment and Retirement Benefit Agreements means, collectively, each of the
employment contracts, compensation agreements and/or retirement benefit programs of the Debtors, or
any of the Debtors, including, without limitation, those (x) listed as an exhibit to the Plan
Supplement, which the Debtors have assumed or will assume as of the Effective Date pursuant to the
Plan subject to the provisions and requirements of Section 365 and 1123(b) of the Bankruptcy Code,
and (y) identified on Exhibit C to the Noteholders Plan Term Sheet.
1.1.99 Estate(s) means, individually or collectively, the estate or estates of the
Debtors created under Section 541 of the Bankruptcy Code.
1.1.100 Exhibit means an exhibit annexed either to the Plan or the Disclosure
Statement or filed as part of the Plan Supplement, in each case in form and substance reasonably
acceptable, or acceptable, as the case may be, to a Majority of Consenting Noteholders in
accordance with the Noteholders Support Agreement and Noteholders Plan Term Sheet.
1.1.101 File, Filed or Filing means file, filed or filing with the Bankruptcy Court or
its authorized designee in the Chapter 11 Cases.
1.1.102 Final Cash Management Order means that certain Final Order (I) Authorizing the
Debtors to Continue Using Their Existing Cash Management System, (II) Authorizing the Continued Use
of Existing Bank Accounts and Business Forms, (III) Authorizing the Continuation of Certain
Intercompany Transactions, (IV) Waiving the
11
Requirements of 11 U.S.C. § 345(b) on an Interim Basis, and (V) Granting Administrative
Expenses Status to Post-Petition Intercompany Transactions, entered by the Bankruptcy Court on June
1, 2009, Docket No. 43.
1.1.103 Final Cash Collateral Order(s) means, individually or collectively:
(a) that certain Final Order (I) Authorizing Debtors To Use Cash Collateral And (II) Granting
Adequate Protection To Prepetition Secured Parties (Dex Media West LLC Final Order), entered by the
Bankruptcy Court on June 25, 2009, Docket No. 147;
(b) that certain Final Order (I) Authorizing Debtors To Use Cash Collateral And (II) Granting
Adequate Protection To Prepetition Secured Parties (Dex Media East LLC Final Order), entered by the
Bankruptcy Court on June 25, 2009, Docket No. 148; and
(c) that certain Final Order (I) Authorizing Debtors To Use Cash Collateral And (II) Granting
Adequate Protection To Prepetition Secured Parties (RHDI Final Order), entered by the Bankruptcy
Court on June 25, 2009, Docket No. 149.
1.1.104 Final Distribution Date means a date selected by the Reorganized Debtors that
is no later than thirty (30) days after the date that all Disputed Claims shall have been Allowed
or Disallowed pursuant to a Final Order of the Bankruptcy Court or such other court with competent
jurisdiction over Disputed Claims.
1.1.105 Final Order means an order or judgment of the Bankruptcy Court (or other court
of competent jurisdiction) entered by the Clerk of the Bankruptcy Court on the docket in the
Chapter 11 Cases (or on the docket of any other court of competent jurisdiction), which has not
been reversed, vacated or stayed and as to which (a) the time to appeal, petition for
certiorari or move for a new trial, reargument or rehearing has expired and as to which no
appeal, petition for certiorari or other proceedings for a new trial, reargument or
rehearing shall then be pending, or (b) if an appeal, writ of certiorari, new trial,
reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court
shall have been affirmed by the highest court to which such order was appealed, or
certiorari shall have been denied or a new trial, reargument or rehearing shall have been
denied or resulted in no modification of such order, and the time to take any further appeal,
petition for certiorari or move for a new trial, reargument or rehearing shall have
expired; provided, however, that the possibility that a motion under Rule 59 or
Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules,
may be filed relating to such order, shall not cause such order not to be a Final Order.
1.1.106 General Unsecured Claim means any Claim against the Debtors that is not an
Administrative Expense Claim, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured
Claim, a Convenience Claim, a Prepetition Lenders Claim, a Noteholders Claim, a RHDI Noteholders
Guaranty Claim or an Intercompany Claim and shall not include Claims that are Disallowed or
released, whether by operation of law or pursuant to order of the Bankruptcy Court, written release
or settlement, the provisions of the Plan or otherwise.
1.1.107 Hedge Termination Payments means, collectively, the DME Hedge Termination
Payments, the DMW Hedge Termination Payments and the RHDI Hedge Termination Payments.
12
1.1.108 Holder means a Person holding a Claim against, or Interest in, a Debtor.
1.1.109 Impaired means impaired within the meaning of Section 1124 of the Bankruptcy
Code.
1.1.110 Intercompany Claims means all prepetition Claims against any Debtor held by
another Debtor.
1.1.111 Interest means the interest of any holder of equity securities in any of the
Debtors represented by any issued outstanding common stock, preferred interests or other instrument
evidencing an ownership interest in any of the Debtors prior to the Effective Date (including prior
to the Petition Date), whether or not transferable, any restricted stock units, calls, rights,
puts, awards, commitments, repurchase rights, unvested or unexercised options, warrants, unvested
common interests, unvested preferred interests or any other agreements of any character related to
the common or preferred interests of any of the Debtors, obligating any of the Debtors to issue,
transfer, purchase, redeem, or sell any equity interests or other equity securities, any rights
under any equity incentive plans, voting agreements and registration rights agreements regarding
equity securities of any of the Debtors, any claims arising from the rescission of a purchase, sale
or other acquisition of any outstanding common interests or preferred interests or other equity
securities (or any right, claim, or interest in and to any common interests, preferred interests or
other equity securities) of any of the Debtors, any claims for the payment of any distributions
with respect to any common or preferred interests of any of the Debtors, and any claims for damages
or any other relief arising from the purchase, sale, or other acquisition of any of the Debtors
outstanding common interests, preferred interests or other equity securities, including but not
limited to the RHDC Interests.
1.1.112 Lien means, with respect to any interest in property, any mortgage, lien,
pledge, charge, security interest, easement or encumbrance of any kind whatsoever affecting such
interest in property.
1.1.113 Litigation Claims means the claims, rights of action, suits or proceedings,
whether in law or in equity, whether known or unknown that any Debtor or Estate may hold against
any entity as of the Petition Date, identified on Exhibit 1.1.111 to the Plan Supplement.
1.1.114 Majority of Consenting Noteholders means the Consenting Noteholders holding
50.1% or more of the aggregate principal amount of the Notes held by all of the Consenting
Noteholders, which requisite percentage shall necessarily include Franklin Advisors, Inc.
1.1.115 Management Incentive Plan means the management, directors and employees
compensation, incentive and benefit plan, that will be filed as an exhibit to the Plan Supplement,
in form and substance reasonably acceptable to a Majority of Consenting Noteholders to the extent
required by the Noteholders Support Agreement and Noteholders Plan Term Sheet, which shall include,
among other things, an allocation of equity-based awards representing not less than ten percent
(10%) of the fully diluted New RHDC Common Stock outstanding on the Effective Date.
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1.1.116 Maximum Class 1G Payment means $4,000,000, the aggregate dollar amount
available to be distributed to Holders of Allowed Class 1G Claims against RHDC.3
1.1.117 Maximum Class 2E Payment means $1,000,000, the aggregate dollar amount
available to be distributed to Holders of Allowed Class 2E Claims against DMI.4
1.1.118 Maximum Class 3F Payment means $4,000,000, the aggregate dollar amount
available to be distributed to Holders of Allowed Class 3F Claims against RHDI.5
1.1.119 Maximum Class 4G Payment means $1,000,000, the aggregate dollar amount
available to be distributed to Holders of Allowed Class 4G Claims against DMW.6
1.1.120 Maximum Convenience Class Payment means $1,000,000, the aggregate amount
available to be distributed to Holders of Convenience Claims.
1.1.121 New RHDC Common Stock means the new common stock, par value $0.001 per share,
in Reorganized RHDC which will be issued (or shall be authorized to be issued) by Reorganized RHDC
on, or as soon as reasonably practicable after, the Effective Date and distributed pursuant to the
Plan.
3 | As discussed in greater detail in Section II.B. of the Disclosure Statement, as of the date of the filing of this Plan, pursuant to the bar date order entered by the Bankruptcy Court on September 11, 2009 (the Bar Date Order) [Docket. No. 439] the dates by which Persons must file proofs of claim have not yet passed. The Debtors, subject to the reasonable consent of a Majority of Consenting Noteholders, will determine, prior to the commencement of the hearing to approve the adequacy of the Disclosure Statement (the Disclosure Statement Hearing), the appropriate amount of the Maximum Class 1G Payment and will revise the Plan to include appropriate provisions relating to the allowance and resolution of disputed Claims and distribution mechanics in respect of Allowed Claims, to the extent necessary to incorporate the Maximum Class 1G Payment into the Plan. Such amount and other Plan provisions will be disclosed in a further revised version of the Plan and the Disclosure Statement that will be filed with Bankruptcy Court prior to the Disclosure Statement Hearing. | |
4 | See Footnote 3. The Debtors, subject to the reasonable consent of a Majority of Consenting Noteholders, will determine, prior to the commencement of the Disclosure Statement Hearing, the appropriate amount of the Maximum Class 2E Payment and will revise the Plan to include appropriate provisions relating to the allowance and resolution of disputed Claims and distribution mechanics in respect of Allowed Claims, to the extent necessary to incorporate the Maximum Class 2E Payment into the Plan. Such amount and other Plan provisions will be disclosed in a further revised version of the Plan and the Disclosure Statement that will be filed with Bankruptcy Court prior to the Disclosure Statement Hearing. | |
5 | See Footnote 3. The Debtors, subject to the reasonable consent of a Majority of Consenting Noteholders, will determine, prior to the commencement of the Disclosure Statement Hearing, the appropriate amount of the Maximum Class 3F Payment and will revise the Plan to include appropriate provisions relating to the allowance and resolution of disputed Claims and distribution mechanics in respect of Allowed Claims, to the extent necessary to incorporate the Maximum Class 3F Payment into the Plan. Such amount and other Plan provisions will be disclosed in a further revised version of the Plan and the Disclosure Statement that will be filed with Bankruptcy Court prior to the Disclosure Statement Hearing. | |
6 | See Footnote 3. The Debtors, subject to the reasonable consent of a Majority of Consenting Noteholders, will determine, prior to the commencement of the Disclosure Statement Hearing, the appropriate amount of the Maximum Class 4G Payment and will revise the Plan to include appropriate provisions relating to the allowance and resolution of disputed Claims and distribution mechanics in respect of Allowed Claims, to the extent necessary to incorporate the Maximum Class 4G Payment into the Plan. Such amount and other Plan provisions will be disclosed in a further revised version of the Plan and the Disclosure Statement that will be filed with Bankruptcy Court prior to the Disclosure Statement Hearing. |
14
1.1.122 New RHDC Notes means the new promissory notes in the aggregate principal
amount of $300 million, the material terms of which are described in the Disclosure Statement and
in Exhibit 1.1.118 of the Plan Supplement, to be issued by Reorganized RHDC pursuant to the New
RHDC Notes Indenture on, or as soon as reasonably practicable after, the Effective Date and
distributed pursuant to the Plan, and which terms and supporting documentation shall be in form and
substance reasonably acceptable to a Majority of Consenting Noteholders.
1.1.123 New RHDC Notes Indenture means the indenture governing the New RHDC Notes,
which shall be substantially in the form to be filed with the Plan Supplement, and shall further be
in form and substance reasonably acceptable to a Majority of Consenting Noteholders.
1.1.124 New RHDC Stock Pool for Unsecured Creditors means all New RHDC Common Stock
other than the New RHDC Common Stock reserved for issuance to the Debtors or Reorganized Debtors
directors, officers and employees pursuant to the Management Incentive Plan.
1.1.125 Non-Guarantor Debtors means those Debtors listed on Appendix E.
1.1.126 Noteholder(s) means, individually or collectively, the Holder(s) of a
Noteholder Claim(s).
1.1.127 Noteholders Claims means all Claims arising under or evidenced by the Notes,
the Notes Indentures and related documents.
1.1.128 Noteholders Plan Term Sheet means that certain Term Sheet dated as of May 28,
2009, a copy of which is attached as Exhibit A to the Noteholders Support Agreement.
1.1.129 Noteholders Support Agreement means that certain Restructuring Support
Agreement dated as of May 28, 2009 (including all exhibits and attachments thereto, including the
Noteholders Plan Term Sheet), entered into by and among RHDC and the Consenting Noteholders prior
to the commencement of the Chapter 11 Cases. A copy of the Noteholders Support Agreement is
attached to the Disclosure Statement as Exhibit C.
1.1.130 Notes means, collectively, the issued and outstanding Notes under the Notes
Indentures.
1.1.131 Notes Indentures means, collectively, the DMI Notes Indenture, DMW Senior
Notes Indenture, DMW Senior Subordinated Notes Indenture, RHDC Notes Indenture and RHDI Notes
Indenture.
1.1.132 Notes Indenture Trustee(s) means, individually or collectively, the trustees
under each of the respective Notes Indentures, including any successor thereto.
1.1.133 Notes Indenture Trustee Charging Lien means any Lien or other priority in
payment arising prior to the Effective Date to which a Notes Indenture Trustee is entitled pursuant
to the relevant Notes Indenture, against distributions to be made to Noteholders,
15
for payment of any Notes Indenture Trustee Fees. Nothing contained in the Plan shall be
deemed to impair, waive, extinguish, or negatively impact the Notes Indenture Trustee Charging
Lien.
1.1.134 Notes Indenture Trustee Fees means the reasonable compensation owed to any
Notes Indenture Trustee (including in connection with the administration of distributions of
Allowed Noteholder Claims pursuant to Section 7.5.2 of the Plan), and reasonable disbursements,
indemnity claims, expenses and advances incurred or made by any Notes Indenture Trustee (including
reasonable fees, disbursements and expenses of any Notes Indenture Trustees agents or external
counsel), whether prior to, on or after the Petition Date (but no later than the Effective Date)
and payable in accordance with and pursuant to the relevant Notes Indentures; provided,
however, that any such indemnity claims shall be reasonable, liquidated and non-contingent
as of the Effective Date, and shall otherwise be compensable under the terms of the relevant Notes
Indenture.
1.1.135 Other Secured Claim means a Claim, other than a Prepetition Lenders Claim,
that is secured by a Lien on property in which a Debtors Estate has an interest or that is subject
to setoff under Section 553 of the Bankruptcy Code, to the extent of the value of the Claim
Holders interest in the applicable Estates interest in such property or to the extent of the
amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy
Code or, in the case of the setoff, pursuant to Section 553 of the Bankruptcy Code.
1.1.136 Petition Date means May 28, 2009, the date on which the Debtors commenced
their Chapter 11 Cases.
1.1.137 Person means an individual, corporation, partnership, association, joint stock
company, joint venture, limited liability company, limited liability partnership, trust, estate,
unincorporated organization or other entity, or any government, governmental agency or any
subdivision, department or other instrumentality thereof.
1.1.138 Plan means this chapter 11 plan of reorganization, including any Exhibits and
all supplements, appendices and schedules thereto, either in its present form or as the same may be
altered, amended, modified or supplemented from time to time in accordance with the provisions of
the Bankruptcy Code and the terms hereof.
1.1.139 Plan Related Documents means the Plan, the Disclosure Statement, the
solicitation materials in respect of the Plan, the Confirmation Order and any other documents or
agreements filed with the Bankruptcy Court by the Debtors or at the Debtors direction that are
necessary to implement the Plan, including any appendices, amendments, modifications, supplements,
exhibits and schedules relating to the Plan or the Disclosure Statement, including: (i) any term
sheet and/or commitment letter for any proposed exit financing facility, including, but not limited
to, any amendment or restatement of a prepetition credit agreement, any guaranty and collateral
agreement and any related documents; (ii) any operative documents for any proposed exit financing
facility, including, but not limited to, any amendment or restatement of a prepetition credit
agreement, any guaranty and collateral agreement and any related documents; (iii) any documents
disclosing the identity of the members of the board of directors of any of the Reorganized Debtors
and the nature of and compensation for any insider under the Bankruptcy Code who is proposed to
be employed or retained by any of the Reorganized Debtors; (iv) any
16
list of material executory contracts and unexpired leases to be assumed, assumed and assigned,
or rejected; (v) a list of any material retained causes of action; (vi) the certificate of
incorporation and bylaws for the Reorganized Debtors, including the Certificate of Incorporation
and By-Laws; (vii) any registration rights agreement, including the Registration Rights Agreement;
(viii) any stockholders agreement; (ix) the New RHDC Notes; and (x) any documents related to the
New RHDC Notes, including the New RHDC Notes Indenture and any related purchase agreement; each of
which shall be in form and substance reasonably acceptable, or acceptable, as the case may be, to a
Majority of Consenting Noteholders in accordance with the Noteholders Support Agreement and
Noteholders Plan Term Sheet.
1.1.140 Plan Supplement means any supplement to the Plan, and the compilation of
documents and forms of documents and exhibits to the Plan, as amended, modified or supplemented
from time to time, to be filed with the Bankruptcy Court on or before the Plan Supplement Filing
Date, each in form and substance reasonably acceptable, or acceptable, as the case may be, to a
Majority of Consenting Noteholders in accordance with the Noteholders Support Agreement and
Noteholders Plan Term Sheet.
1.1.141 Plan Supplement Filing Date means the date the Debtors file the Plan
Supplement which date shall not be later than ten (10) days prior to the Voting Deadline (except as
may otherwise be agreed by the Debtors, a Majority of Consenting Noteholders, and the Prepetition
Lenders Agents).
1.1.142 Plan Support Agreements means, collectively, the Banks Support Agreements and
the Noteholders Support Agreement.
1.1.143 Plan Term Sheets means, collectively, the DME Lenders Plan Term Sheet, the DMW
Lenders Plan Term Sheet, the RHDI Lenders Plan Term Sheet and the Noteholders Plan Term Sheet.
1.1.144 Postpetition Intercompany Claims means all postpetition Claims against any
Debtor held by another Debtor which, pursuant to the Final Cash Management Order, granted
administrative priority status pursuant to Section 507(a)(2) of the Bankruptcy Code.
1.1.145 Prepetition Lenders means, collectively, the DME Lenders, the DMW Lenders and
the RHDI Lenders.
1.1.146 Prepetition Lenders Agents means, collectively, the DME Lenders Agent, the DMW
Lenders Agent and the RHDI Lenders Agent.
1.1.147 Prepetition Lenders Claims means, collectively, the DMW Lenders Claims, the
DME Lenders Claims and the RHDI Lenders Claims.
1.1.148 Prepetition Lenders Guaranty Claims means, collectively, the DMW Lenders
Guaranty Claims, the DME Lenders Guaranty Claims and the RHDI Lenders Guaranty Claims.
1.1.149 Primary Obligor Debtors means those Debtors listed on Appendix A.
17
1.1.150 Priority Non-Tax Claims means any Claim other than an Administrative Expense
Claim or a Priority Tax Claim, entitled to priority in payment as specified in Section 507(a) of
the Bankruptcy Code.
1.1.151 Priority Tax Claim means any Claim of a governmental unit of the kind entitled
to priority in payment as specified in Sections 502(i) and 507(a)(8) of the Bankruptcy Code.
1.1.152 Proof of Claim means the proof of claim that must be filed by a Holder of a
Claim by the date(s), if any, designated by the Bankruptcy Court as the last date(s) for filing
proofs of claim against or interests in the Debtors.
1.1.153 Pro Rata means that proportion that a Claim or Interest in a particular Class
bears to the aggregate amount of all Claims or Interests in such Class except in cases where Pro
Rata is used in reference to multiple Classes in which case, Pro Rata means the proportion that a
Claim or Interest in a particular Class bears to the aggregate amount of all Claims in such
multiple Classes.
1.1.154 Registration Rights Agreement means a registration rights agreement between
Reorganized RHDC and the Holders of New RHDC Common Stock and New RHDC Notes, which shall be
substantially in the form to be filed with the Plan Supplement and shall further be in form and
substance acceptable to a Majority of Consenting Noteholders in their discretion.
1.1.155 Reinstated or Reinstatement means (a) leaving unaltered the legal, equitable
and contractual rights to which a Claim entitles the Holder of such Claim, or (b) notwithstanding
any contractual provision or applicable law that entitles the Holder of such Claim to demand or
receive accelerated payment of such Claim after the occurrence of a default, (i) curing any such
default that occurred before or after the Petition Date, other than a default of a kind specified
in Section 365(b)(2) of the Bankruptcy Code; (ii) reinstating the maturity of such Claim as such
maturity existed before such default; (iii) compensating the Holder of such Claim for any damages
incurred as a result of any reasonable reliance by such Holder on such contractual provision or
such applicable law; (iv) if such Claim arises from any failure to perform a nonmonetary obligation
other than a default arising from failure to operate a nonresidential real property lease subject
to Section 365(b)(1)(A) of the Bankruptcy Code, compensating the Holder of such Claim (other than
the debtor or an insider) for any pecuniary loss incurred by such Holder as a result of such
failure; and (v) not otherwise altering the legal, equitable or contractual rights to which such
Claim entitles the Holder of such Claim.
1.1.156 Related Persons means, with respect to any Person, such Persons predecessors,
successors and assigns (whether by operation of law or otherwise) and their respective present and
former affiliates and each of their respective current and former members, partners,
equity-holders, officers, directors, employees, managers, shareholders, partners, financial
advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or
other representatives, nominee or investment manager for beneficial owner(s) of the Notes, each
acting in such capacity, and any Person claiming by or through any of them (including their
respective officers, directors, managers, shareholders, partners, employees, members and
professionals).
18
1.1.157 Released Parties means, collectively, each of the Debtors, the Reorganized
Debtors, the members of the Unsecured Creditors Committee, the Prepetition Lenders, the Prepetition
Lenders Agents, the Consenting Noteholders, the Notes Indenture Trustees, and each of its
respective Related Persons.
1.1.158 Reorganized Debtors means, collectively, each of the reorganized Debtors or
any successors thereto by merger, consolidation, conversion or otherwise, on or after the Effective
Date, after giving effect to the transactions occurring on the Effective Date in accordance with
the Plan.
1.1.159 Reorganized DME means reorganized DME or any successors thereto by merger,
consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the
transactions occurring on the Effective Date in accordance with the Plan.
1.1.160 Reorganized DMI means reorganized DMI or any successors thereto by merger,
consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the
transactions occurring on the Effective Date in accordance with the Plan.
1.1.161 Reorganized DMW means reorganized DMW or any successors thereto by merger,
consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the
transactions occurring on the Effective Date in accordance with the Plan.
1.1.162 Reorganized RHDC means reorganized RHDC or any successors thereto by merger,
consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the
transactions occurring on the Effective Date in accordance with the Plan.
1.1.163 Reorganized RHDI means reorganized RHDI or any successors thereto by merger,
consolidation, conversion or otherwise, on or after the Effective Date, after giving effect to the
transactions occurring on the Effective Date in accordance with the Plan.
1.1.164 Reorganized RHD Service means reorganized RHD Service or any successors
thereto by merger, consolidation, conversion or otherwise, on or after the Effective Date, after
giving effect to the transactions occurring on the Effective Date in accordance with the Plan.
1.1.165 Restructuring Transactions means those transactions or other actions
(including, without limitation, mergers, consolidations, conversions, joint ventures,
restructurings, recapitalizations, dispositions, liquidations or dissolutions) that one or more of
the applicable Debtors or Reorganized Debtors may enter into or undertake on, prior to, or after
the Effective Date outside the ordinary course of business of such Debtors or Reorganized Debtors
in accordance with Section 5.12 hereof; provided, however, that (i) the Debtors
shall have obtained the consent of a Majority of Consenting Noteholders prior to entering into any
such Restructuring Transaction that is entered into or undertaken on or prior to the Effective Date
and (ii) any Restructuring Transaction that is entered into or undertaken after the Effective Date
shall be subject to the terms of the Amended and Restated Credit Documents.
1.1.166 Revolving Loans means, collectively, the DME Revolving Loans, DMW Revolving
Loans and the RHDI Revolving Loans.
19
1.1.167 RHDC means R.H. Donnelley Corporation, a Delaware corporation.
1.1.168 RHDC 6.875% Senior Notes means the 6.875% Senior Notes due 2013 in the
outstanding aggregate principal amount of $207 million as of the Petition Date, issued by RHDC
under an Indenture dated as of January 14, 2005, between RHDC and The Bank of New York, as Trustee.
1.1.169 RHDC 6.875% A-1 Senior Discount Notes means the 6.875% A-1 Senior Discount
Notes due 2013 in the outstanding aggregate principal amount of $304 million as of the Petition
Date, issued by RHDC under an Indenture dated as of January 27, 2006, between RHDC and The Bank of
New York, as Trustee.
1.1.170 RHDC 6.875% A-2 Senior Discount Notes means the 6.875% A-2 Senior Discount
Notes due 2013 in the outstanding aggregate principal amount of $458 million as of the Petition
Date, issued by RHDC under an Indenture dated as of January 27, 2006, between RHDC (as successor to
R.H. Donnelley Finance Corporation III) and The Bank of New York, as Trustee.
1.1.171 RHDC 8.875% A-3 Senior Notes means the 8.875% A-3 Senior Notes due 2016 in the
aggregate outstanding principal amount of $1,013 million as of the Petition Date, issued by RHDC
under an Indenture dated as of January 27, 2006, between RHDC (as successor to R.H. Donnelley
Finance Corporation III) and The Bank of New York, as Trustee.
1.1.172 RHDC 8.875% A-4 Senior Notes means the 8.875% A-4 Senior Notes due 2017 in the
aggregate outstanding principal amount of $1,230 million as of the Petition Date, issued by RHDC
under an Indenture dated as of October 2, 2007, between RHDC and The Bank of New York, as Trustee.
1.1.173 RHDC Interests means any and all Interests in RHDC prior to the Effective Date
(including prior to the Petition Date). For the avoidance of doubt, the term RHDC Interests shall
include the existing common stock of RHDC of which 400 million shares were authorized and
approximately 68,924,438 shares were outstanding as of July 15, 2009.
1.1.174 RHDC Notes means, collectively, the RHDC 6.875% Senior Notes, the RHDC 6.875%
A-1 Senior Discount Notes, the RHDC 6.875% A-2 Senior Discount Notes, the RHDC 8.875% A-3 Senior
Notes and the RHDC 8.875% A-4 Senior Notes.
1.1.175 RHDC Notes Indenture(s) means, individually or collectively:
(a) that certain Indenture dated as of January 14, 2005, pursuant to which RHDC issued the
RHDC 6.875% Senior Notes, as amended, restated or otherwise modified from time to time;
(b) that certain Indenture dated as of January 27, 2006, pursuant to which RHDC issued the
RHDC 6.875% A-1 Senior Discount Notes, as amended, restated or otherwise modified from time to
time;
20
(c) that certain Indenture dated as of January 27, 2006, pursuant to which RHDC issued the
RHDC 6.875% A-2 Senior Discount Notes, as amended, restated or otherwise modified from time to
time;
(d) that certain Indenture dated as of January 27, 2006, pursuant to which RHDC issued the
RHDC 8.875% A-3 Senior Notes, as amended, restated or otherwise modified from time to time; and
(e) that certain Indenture dated as of October 2, 2007, pursuant to which RHDC issued the RHDC
8.875% A-4 Senior Notes, as amended, restated or otherwise modified from time to time.
1.1.176 RHDC Noteholders Claims means all Claims arising under or evidenced by the
RHDC Notes, the RHDC Notes Indentures and related documentation.
1.1.177 RHDI means R.H. Donnelley, Inc., a Delaware corporation.
1.1.178 RHDI Credit Agreement means that certain Second Amended and Restated Credit
Agreement by and among RHDC, RHDI, as Borrower, the RHDI Lenders, JPMorgan Chase Bank, N.A., as
Syndication Agent, Bear Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands Branch,
Goldman Sachs Credit Partners L.P., UBS Securities LLC and Wachovia Bank, National Association, as
Co-Documentation Agents and the RHDI Lenders Agent dated as of December 13, 2005 (as amended,
supplemented or otherwise modified) prior to the effective date of the Amended and Restated RHDI
Credit Agreement.
1.1.179 RHDI Guarantor Debtors means those Debtors listed on Appendix D hereto.
1.1.180 RHDI Hedge Agreements means those certain interest rate hedge agreements
entered into by RHDI with the RHDI Hedge Providers; the obligations which arise thereunder or
related thereto are secured under the RHDI Lenders Guaranty & Collateral Agreement.
1.1.181 RHDI Hedge Providers means those RHDI Revolving Lenders or RHDI Term Lenders,
as the case may be, or their respective affiliates, party to interest rate hedge agreements with
RHDI.
1.1.182 RHDI Hedge Termination Payments means the net termination payments owing under
the RHDI Hedge Agreements.
1.1.183 RHDI Lenders means, collectively, (i) the RHDI Revolving Lenders, (ii) the
RHDI Term Lenders, and (iii) the RHDI Hedge Providers.
1.1.184 RHDI Lenders Agent means Deutsche Bank Trust Company Americas, in its capacity
as (i) administrative agent to the RHDI Lenders under the RHDI Credit Agreement and (ii) as
collateral agent to the RHDI Lenders under the RHDI Lenders Guaranty & Collateral Agreement.
21
1.1.185 RHDI Lenders Claims means all Claims of (i) the RHDI Lenders arising under the
RHDI Credit Agreement, the RHDI Lenders Guaranty & Collateral Agreement and all related
documentation, including, but not limited to, related pledge agreements, mortgages and other
security agreements or instruments, (ii) the RHDI Hedge Providers under the RHDI Hedge Agreements
and (iii) the RHDI Lenders Agent under the documentation set forth in (i) and (ii) and all other
documentation related thereto.
1.1.186 RHDI Lenders Guaranty & Collateral Agreement means that certain Second Amended
and Restated Guaranty and Collateral Agreement, by and among RHDC, RHDI, the subsidiaries of RHDI
party thereto, and the RHDI Lenders Agent dated as of December 13, 2005 (as amended, supplemented
or otherwise modified prior to the effective date of the Amended and Restated RHDI Lenders Guaranty
and Collateral Agreement), pursuant to which, among other things, (i) RHDC and the subsidiaries of
RHDI party thereto agreed to guarantee the obligations under the RHDI Credit Agreement and RHDI
Hedge Agreements, and (ii) RHDC, RHDI and the subsidiaries of RHDI party thereto secured the
obligations under the RHDI Credit Agreement and RHDI Hedge Agreements.
1.1.187 RHDI Lenders Guaranty Claims means those Claims of the RHDI Lenders arising
under the RHDI Lenders Guaranty & Collateral Agreement.
1.1.188 RHDI Lenders Plan Support Agreement means that certain Plan Support Agreement
dated as of May 21, 2009, as amended or otherwise modified from time to time in accordance with the
terms thereof (including all exhibits and attachments thereto, including the RHDI Lenders Plan Term
Sheet), entered into prior to the Petition Date by and among RHDC, RHDI, the subsidiaries of RHDI
party thereto and the RHDI Lenders that are parties thereto which, as of the Petition Date, held in
excess of two-thirds (2/3) in principal amount and one-half (1/2) in number of the RHDI Lenders
Claims. A copy of the RHDI Lenders Plan Support Agreement is attached to the Disclosure Statement
as Exhibit B.
1.1.189 RHDI Lenders Plan Term Sheet means that certain Term Sheet, as amended or
otherwise modified from time to time in accordance with the terms of the RHDI Lenders Plan Support
Agreement, a copy of which is attached as Exhibit A to the RHDI Lenders Plan Support
Agreement.
1.1.190 RHDI 11.75% Senior Notes means the 11.75% Senior Notes due 2015 in the
outstanding aggregate principal amount of $413 million as of the Petition Date, issued by RHDI
under an Indenture dated as of June 25, 2008, between RHDI, the guarantors named therein and The
Bank of New York, as Trustee.
1.1.191 RHDI Noteholders Claims means all Claims arising under or evidenced by the
RHDI 11.75% Senior Notes, the RHDI Notes Indenture and related documentation.
1.1.192 RHDI Noteholders Guaranty Claims means those Claims pursuant to the RHDI
Noteholders Guaranty.
22
1.1.193 RHDI Noteholders Guaranty means that certain guaranty agreement by RHDC and
the subsidiaries of RHDI party thereto, and The Bank of New York, as Trustee, guarantying the
obligations with respect to the RHDI 11.75% Senior Notes.
1.1.194 RHDI Notes Indenture means that certain Indenture dated as of June 25, 2008,
pursuant to which RHDI issued the RHDI 11.75% Senior Notes, as amended, restated or otherwise
modified from time to time.
1.1.195 RHDI Revolving Loans means those revolving loans provided under the RHDI
Credit Agreement by the RHDI Revolving Lenders.
1.1.196 RHDI Revolving Lenders means those Persons from time to time party to the
RHDICredit Agreement in their capacities as revolving lenders thereunder.
1.1.197 RHDI Term Lenders means, collectively, the RHDI Term Loan D-1 Lenders and RHDI
Term Loan D-2 Lenders.
1.1.198 RHDI Term Loan D-1 means that certain term loan D-1 provided under the RHDI
Credit Agreement by the RHDI Term Loan D-1 Lenders.
1.1.199 RHDI Term Loan D-1 Lenders means those Persons from time to time party to the
RHDI Credit Agreement in their capacities as term loan D-1 lenders thereunder.
1.1.200 RHDI Term Loan D-2 means that certain term loan D-2 provided under the RHDI
Credit Agreement by the RHDI Term Loan D-2 Lenders.
1.1.201 RHDI Term Loan D-2 Lenders means those Persons from time to time party to the
RHDI Credit Agreement in their capacities as term loan D-2 lenders thereunder.
1.1.202 RHDI Term Loans means, collectively, the RHDI Term Loan D-1 and RHDI Term Loan
D-2.
1.1.203 RHD Service means RHD Service LLC, a Delaware limited liability company.
1.1.204 Secured Claim means the Prepetition Lenders Claims and any other Claim secured
by a Lien on collateral to the extent of the value of such collateral (i) as set forth in the Plan,
(ii) as agreed to by the Holder of such Claim and the Debtors or (iii) as determined by a Final
Order in accordance with Section 506(a) of the Bankruptcy Code or, in the event that such Claim is
subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.
1.1.205 Substantial Consummation means substantial consummation as defined in
Section 1101(2) of the Bankruptcy Code.
1.1.206 Subordinated Equity Securities Claim means a Claim, if any, subject to
subordination under Section 510(b) of the Bankruptcy Code, including without limitation, any Claim
that arises from the rescission of a purchase or sale of an RHDC Interest, or for damages
23
arising from the purchase or sale of such a security, or for reimbursement, indemnification,
or contribution allowed under Section 502 of the Bankruptcy Code on account of such Claim.
1.1.207 Term Loans means, collectively, the DME Term Loans, the DMW Term Loans and the
RHDI Term Loans.
1.1.208 Unimpaired means with respect to a Claim, Class or Interest, a Claim, Class or
Interest that is not Impaired.
1.1.209 Unsecured Creditors Committee means the official committee of unsecured
creditors appointed by the U.S. Trustee pursuant to Section 1102(a) of the Bankruptcy Code in the
Chapter 11 Cases.
1.1.210 Voting Deadline means the date by which a creditor or interest holder must
deliver a ballot voting to accept or reject the Plan as set forth in the order of the Bankruptcy
Court approving the instructions and procedures relating to the solicitation of votes with respect
to the Plan.
1.2 Rules of Interpretation.
For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it
is appropriate, each term, whether stated in the singular or the plural, will include both the
singular and the plural; (b) unless otherwise provided in the Plan, any reference in the Plan to a
contract, instrument, release, or other agreement or document being in a particular form or on
particular terms and conditions means that such document will be substantially in such form or
substantially on such terms and conditions; (c) any reference in the Plan to an existing document,
schedule or exhibit Filed or to be Filed means such document or schedule, as it may have been or
may be amended, modified, or supplemented pursuant to the Plan; (d) any reference to an entity as a
Holder of a Claim or Interest includes that entitys successors and assigns; (e) all references in
the Plan to Sections, Articles, Exhibits and Schedules are references to Sections, Articles,
Exhibits and Schedules of or to the Plan or the Plan Supplement, as the same may be amended, waived
or modified from time to time; (f) the words herein, hereof, hereto, hereunder and other
words of similar import refer to the Plan as a whole and not to any particular section, subsection
or clause contained in the Plan; (g) captions and headings to Articles and Sections are inserted
for convenience of reference only and are not intended to be a part of or to affect the
interpretation of the Plan; (h) subject to the provisions of any contract, organizational or
governing documents, instruments, releases, or other agreements or documents entered into in
connection with the Plan, the rights and obligations arising under the Plan shall be governed by,
and construed and enforced in accordance with, federal law, including the Bankruptcy Code and
Bankruptcy Rules; (i) the rules of construction set forth in Section 102 of the Bankruptcy Code
will apply; and (j) in computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) will apply.
1.3 Exhibits and Plan Supplement.
All Exhibits as well as the Plan Supplement, are incorporated into and are a part of the Plan
as if set forth in full herein, and, to the extent not annexed hereto, such Exhibits and Plan
Supplement shall be timely Filed with the Clerk of the Bankruptcy Court on or before the
24
Plan Supplement Filing Date. Holders of Claims and Interests may obtain a copy of the Filed
Exhibits and Plan Supplement upon written request to the Debtors. Upon their Filing, the Exhibits
and Plan Supplement may be inspected in the office of the clerk of the Bankruptcy Court or at the
Bankruptcy Courts website at http://www.deb.uscourts.gov/, or at the Claim Agents website at
http://www.rhdrestructuring.com. The documents contained in the Exhibits and Plan Supplement shall
be approved by the Bankruptcy Court pursuant to the Confirmation Order. The Debtors explicitly
reserve the right to modify or make additions to or subtractions from any Exhibit to the Plan or
the Plan Supplement and to amend, modify or supplement any Exhibit to the Plan prior to the
Confirmation Date; provided, however, that any amendment, modification or
supplement to the Plan is reasonably acceptable to a Majority of Consenting Noteholders and shall
not be inconsistent with the terms of the Banks Support Agreements.
1.4 Deemed Acts.
Whenever an act or event is expressed under the Plan to have been deemed done or to have
occurred, it shall be deemed to have been done or to have occurred without any further act by any
party, by virtue of the Plan and Confirmation Order.
ARTICLE II : TREATMENT OF ADMINISTRATIVE AND PRIORITY TAX CLAIMS
In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims
and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims
and Interests set forth in Article III.
2.1 Administrative Expense Claims.
Subject to the provisions of Sections 328, 330, 331 and 503(b) of the Bankruptcy Code, on
either: (i) the latest to occur of (x) the Effective Date (or as soon as practicable thereafter),
(y) the date upon which such Administrative Expense Claim becomes an Allowed Claim and (z) such
other date as agreed upon by the Debtors and the Holder of such Administrative Expense Claim, or
(ii) on such other date as the Bankruptcy Court may order, each Holder of an Allowed Administrative
Expense Claim shall receive, on account of and in full and complete settlement, release and
discharge of, and in exchange for, such Allowed Claim, (a) cash equal to the full unpaid amount of
such Allowed Administrative Expense Claim, or (b) such other treatment as the applicable Debtor and
such Holder shall have agreed; provided, however, that Allowed Administrative
Expense Claims not yet due or that represent obligations incurred by the Debtors in the ordinary
course of their business during these Chapter 11 Cases, or assumed by the Debtors during these
Chapter 11 Cases, shall be paid or performed when due in the ordinary course of business and in
accordance with the terms and conditions of the particular agreements governing such obligations.
2.2 Priority Tax Claims.
Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable
treatment (in which event such other agreement shall govern), each Holder of an Allowed Priority
Tax Claim against any of the Debtors that is due and payable on or before the Effective Date shall
receive, on account of and in full and complete settlement, release and discharge of, and in
exchange for, such Allowed Priority Tax Claim, cash equal to the amount of
25
such Allowed Priority Tax Claim on the later of (i) the Effective Date (or as soon as
practicable thereafter) and (ii) the date such Priority Tax Claim becomes an Allowed Claim, or as
soon thereafter as practicable. All Allowed Priority Tax Claims against any of the Debtors which
are not due and payable on the Effective Date shall be paid in the ordinary course of business by
the Reorganized Debtors in accordance with the terms thereof.
ARTICLE III : CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS
3.1 Summary of Classification and Treatment of Classified Claims and Interests
3.1.1 General
(a) Pursuant to Sections 1122 and 1123 of the Bankruptcy Code, Claims and Interests are
classified for all purposes, including, without express or implied limitation, voting, confirmation
and distribution pursuant to the Plan, as set forth herein. A Claim or Interest shall be deemed
classified in a particular Class only to the extent that the Claim or Interest qualifies within the
description of that Class, and shall be deemed classified in a different Class to the extent that
any remainder of such Claim or Interest qualifies within the description of such different Class.
A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is
Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date. If
there are no Claims or Interests in a particular Class, then such Class of Claims or Interests
shall not exist for all purposes of the Plan.
(b) The Plan constitutes, and shall be deemed to constitute, a separate chapter 11 plan of
reorganization for each Debtor. For purposes of brevity and convenience, the classification and
treatment of Claims and Interests has been set forth in five (6) groups: (i) Primary Obligor
Debtors (Debtors 1 through 5), (ii) DMW Guarantor Debtors (Debtors 6 and 7), (iii) DME Guarantor
Debtors (Debtors 8 and 9), (iv) RHDI Guarantor Debtors (Debtors 10 through 16); (v) Non-Guarantor
Debtors Other Than RHD Service LLC (Debtors 17 through 19) and (vi) RHD Service LLC (Debtor 20).
Each group is specifically listed in Appendices A through E to the Plan, and each Debtor is
ascribed a numerical designation therein that corresponds to the applicable Debtor.
3.1.2 Identification of Classes Against the Primary Obligor Debtors.
(a) The following chart assigns a letter to each Class with respect to RHDC (Debtor 1) for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
RHDI Lenders Guaranty Claims |
26
CLASS | CLAIM OR INTEREST | |
E
|
RHDC Noteholders Claims | |
F
|
RHDI Noteholders Guaranty Claims | |
G
|
General Unsecured Claims | |
H
|
Intercompany Claims | |
I
|
RHDC Interests7 |
(b) The following chart assigns a letter to each Class with respect to DMI (Debtor 2) for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
DMI Noteholders Claims | |
E
|
General Unsecured Claims | |
F
|
Intercompany Claims | |
G
|
Interests |
3.1.3 The following chart assigns a letter to each Class with respect to RHDI (Debtor 3) for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
RHDI Lenders Claims | |
E
|
RHDI Noteholders Claims |
7 | The Debtors reserve the right, if and as appropriate, to classify any potential Subordinated Equity Securities Claim either as an RHDC Interest or as a separate class for such Subordinated Equity Securities Claim. |
27
CLASS | CLAIM OR INTEREST | |
F
|
General Unsecured Claims | |
G
|
Intercompany Claims | |
H
|
Interests |
3.1.4 The following chart assigns a letter to each Class with respect to DMW (Debtor 4) for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
DMW Lenders Claims | |
E
|
DMW Senior Notes Noteholders Claims | |
F
|
DMW Senior Subordinated Notes Noteholders Claims | |
G
|
General Unsecured Claims | |
H
|
Intercompany Claims | |
I
|
Interests |
3.1.5 The following chart assigns a letter to each Class with respect to DME (Debtor 5) for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
DME Lenders Claims | |
E
|
General Unsecured Claims | |
F
|
Intercompany Claims | |
G
|
Interests |
28
3.1.6 Identification of Classes Against the DMW Guarantor Debtors (Debtors 6 and 7).
The following chart assigns a letter to each Class with respect to the DMW Guarantor Debtors for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
DMW Lenders Guaranty Claims | |
E
|
General Unsecured Claims | |
F
|
Intercompany Claims | |
G
|
Interests |
3.1.7 Identification of Classes Against DME Guarantor Debtors (Debtors 8 and 9). The
following chart assigns a letter to each Class with respect to the DME Guarantor Debtors for
purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
DME Lenders Guaranty Claims | |
E
|
General Unsecured Claims | |
F
|
Intercompany Claims | |
G
|
Interests |
29
3.1.8 Identification of Classes Against RHDI Guarantor Debtors (Debtors 10 through
16). The following chart assigns a letter to each Class with respect to the RHDI Guarantor
Debtors for purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
RHDI Lenders Guaranty Claims | |
E
|
RHDI Noteholders Guaranty Claims | |
F
|
General Unsecured Claims | |
G
|
Intercompany Claims | |
H
|
Interests |
3.1.9 Identification of Classes Against Non-Guarantor Debtors Other than RHD Service LLC
(Debtors 17 through 19). The following chart assigns a letter to each Class with respect to
the Non-Guarantor Debtors for purposes of identifying each separate Class:
CLASS | CLAIM OR INTEREST | |
A
|
Priority Non-Tax Claims | |
B
|
Other Secured Claims | |
C
|
Convenience Claims | |
D
|
General Unsecured Claims | |
E
|
Intercompany Claims | |
F
|
Interests |
3.1.10 Identification of Classes Against RHD Service LLC (Debtor 20). The following
chart assigns a letter to each Class with respect to RHD Service LLC for purposes of identifying
each separate Class:
30
CLASS | CLAIM OR INTEREST | |
A
|
Intercompany Claims | |
B
|
Interests |
3.2 Classification and Treatment of Claims Against and Interests In RHDC (Debtor 1).
3.2.1 Class 1A: RHDC Priority Non-Tax Claims
(a) Classification: Class 1A consists of all Priority Non-Tax Claims against RHDC.
(b) Treatment: Except to the extent that a Holder of an Allowed Claim in Class 1A has agreed
in writing to a different treatment (in which event such other writing will govern), each Holder of
an Allowed Claim in Class 1A that is due and payable on or before the Effective Date shall receive,
on account of, and in full and complete settlement, release and discharge of and in exchange for,
such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Claim in
Class 1A in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the
Effective Date (or as soon as reasonably practicable thereafter) and (b) the date such Claim in
Class 1A becomes an Allowed Claim in Class 1A, or as soon thereafter as is practicable, or (ii)
such other treatment required to render such Allowed Claim in Class 1A Unimpaired pursuant to
Section 1124 of the Bankruptcy Code. All Allowed Claims in Class 1A which are not due and payable
on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become
due and payable in the ordinary course of business in accordance with the terms thereof.
(c) Voting: Claims in Class 1A are Unimpaired. Each Holder of an Allowed Claim in Class 1A
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.2.2 Class 1B: RHDC Other Secured Claims.
(a) Classification: Class 1B consists of all Other Secured Claims against RHDC.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Class 1B Claim becomes an Allowed Class 1B Claim,
each Holder of an Allowed Class 1B Claim, if any, shall receive, on account of, and in full and
complete settlement, release and discharge of and in exchange for such Allowed Class 1B Claim, at
the election of the Debtors, in consultation with the Consenting Noteholders, (a) Reinstatement of
any such Allowed Class 1B Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in
full, in cash, of such Allowed Class 1B Claim; (c) satisfaction of any such Allowed Class 1B Claim
by delivering the collateral securing any such Claim and paying any interest required to be paid
under Section 506(b) of the Bankruptcy Code; or (d) providing such Holder with such treatment in
accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy
Court. The Debtors failure to object
31
to any Class 1B Claim in the Chapter 11 Cases shall be without prejudice to the rights of the
Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the
appropriate forum when and if such Claim is sought to be enforced by the Holder of such Claim.
Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging
the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of
any such collateral.
(c) Voting: Class 1B Claims are Unimpaired. Each Holder of an Allowed Claim in Class 1B
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.2.3 Class 1C: RHDC Convenience Claims
(a) Classification: Class 1C consists of all Convenience Claims against RHDC.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Class 1C Claim becomes an Allowed Class 1C Claim, each Holder
of an Allowed Class 1C Claim shall receive, on account of, and in full and complete satisfaction,
settlement, release and discharge of and in exchange for such Allowed Class 1C Claim an amount
equal to one hundred percent (100%) of such Allowed Class 1C Claim, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Allowed Class 1C
Claims shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 1G that desires treatment of such Claim as a
Class 1C Claim shall make such election on the Ballot to be provided to Holders of Impaired Claims
entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return
such Ballot to the address specified therein on or before the Voting Deadline. Any election made
after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is
expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Class 1C Claims are Impaired. Each Holder of an Allowed Claim in Class 1C shall
be entitled to vote to accept or reject the Plan.
3.2.4 Class 1D: RHDI Lenders Guaranty Claims
(a) Classification: Class 1D consists of all RHDI Lenders Guaranty Claims against RHDC.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Allowed Class 1D Claim, as of the
Effective Date, each Holder of an Allowed Class 1D Claims shall receive the treatment set forth in
greater detail in the RHDI Lenders Plan Support Agreement appended to the Disclosure Statement as
Exhibit B, including, without limitation, such rights set forth in the Amended and Restated RHDI
Credit Agreement, the Amended and Restated RHDI Lenders
32
Guaranty & Collateral Agreement and such other definitive documentation executed in connection
therewith as of the Effective Date. Holders of Allowed Class 1D Claims shall receive no additional
consideration under the Plan on account of such Allowed Class 1D Claims.
(c) Voting: Class 1D Claims are Impaired. Each Holder of an Allowed Claim in Class 1D shall
be entitled to vote to accept or reject the Plan.
3.2.5 Class 1E: RHDC Noteholders Claims
(a) Classification: Class 1E consists of all RHDC Noteholders Claims against RHDC.
(b) Treatment: On or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 1E Claim shall receive in full and complete satisfaction, settlement, release
and discharge of such Claim, its Pro Rata share of 21.0% of the New RHDC Stock Pool for Unsecured
Creditors (subject to dilution pursuant to the Management Incentive Plan).
(c) Voting: Class 1E Claims are Impaired. Each Holder of an Allowed Claim in Class 1E shall
be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 1E Claims shall be Allowed in the aggregate amount of $3.211
billion, plus accrued but unpaid interest, if any, as of the Petition Date, and shall not be
subject to objection, challenge, deduction or offset. For the avoidance of doubt, to the extent
that a Notes Indenture Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative
Class 1E Claim, only the Claim of the Notes Indenture Trustee shall be Allowed.
3.2.6 Class 1F: RHDI Noteholders Guaranty Claims
(a) Classification: Class 1F consists of all RHDI Noteholders Guaranty Claims against RHDC.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Class 1F Claims, each Holder of an
Allowed Class 1F Claim shall receive the same treatment provided to Allowed Claims in Class 3E, and
Holders of such Allowed Class 1F Claims shall receive no additional consideration under the Plan on
account of such Allowed Class 1F Claims. For the avoidance of doubt, to the extent that a Notes
Indenture Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 1F
Claim, only the Claim of the Notes Indenture Trustee shall be Allowed.
(c) Voting: Class 1F Claims are Impaired. Each Holder of an Allowed Claim in Class 1F shall
be entitled to vote to accept or reject the Plan.
3.2.7 Class 1G: RHDC General Unsecured Claims
(a) Classification: Class 1G consists of all General Unsecured Claims against RHDC.
33
(b) Treatment: In the event that each Class of Impaired Claims against RHDC has accepted the
Plan, then each Holder of an Allowed Class 1G Claim, including Claims under contracts and unexpired
leases rejected by the Debtors herein (or pursuant to a separate motion) and trade payables, shall
receive the following treatment at the option of the Debtors: (i) on the Effective Date, or as soon
thereafter as practicable, payment in cash equal to 100% of such Allowed Class 1G Claim;
provided, however, that if the aggregate amount of the Allowed Class 1G Claims
exceeds the Maximum Class 1G Payment, then, subject to Section 7.4.2 of the Plan, Holders of
Allowed Class 1G Claims shall receive their Pro Rata Share of the Maximum Class 1G Payment; or (ii)
the assumption or payment in full or in part of any such Allowed Claim as such Claim becomes due in
the ordinary course of business; provided, however, that, in the event that any
Class of Impaired Claims against RHDC does not accept the Plan, then, on the Effective Date, or as
soon thereafter as practicable, each Holder of an Allowed Class 1G Claim, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive payment in cash equal to the value, as of the Effective Date, of
the distribution to which such Holder would have been entitled pursuant to Section 3.2.5(b) of the
Plan had such Holder been classified in Class 1E, as such value shall be determined by the
Bankruptcy Court at or in connection with the Confirmation Hearing. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Class 1G Claims.
(c) Voting: Class 1G Claims are Impaired. Each Holder of an Allowed Claim in Class 1G shall
be entitled to vote to accept or reject the Plan.
3.2.8 Class 1H: RHDC Intercompany Claims
(a) Classification: Class 1H consists of all Intercompany Claims against RHDC.
(b) Treatment: Holders of Allowed Class 1H Claims shall receive no monetary distributions on
account of such Allowed Class 1H Claims, and all of the Allowed Class 1H Claims shall be deemed
settled, cancelled and extinguished; provided, however, that any Allowed Class 1H
Claim may be reinstated, in full or in part, to the extent the Debtors and a Majority of Consenting
Noteholders agree to such treatment. Subject to the foregoing proviso, no Holder of an Allowed
Class 1H Claim shall be entitled to, or shall receive or retain, any property or interest in
property on account of such Allowed Class 1H Claim.
(c) Voting: Class 1H Claims are Impaired. Each Holder of an Allowed Class 1H Claim shall be
entitled to vote to accept or reject the Plan.
3.2.9 Class 1I: RHDC Interests
(a) Classification: Class 1I consists of all RHDC Interests in RHDC.
(b) Treatment: On the Effective Date, all of the Class 1I Interests outstanding as of the
Effective Date shall be extinguished, cancelled and discharged as of the Effective Date. Holders
of Class 1I Interest shall not be entitled to, nor receive, any distribution
34
or retain any property or interest in property on account of such Class 1I Interests pursuant
to Section 1129(b)(2)(C) of the Bankruptcy Code.8
(c) Voting: Class 1I Interests are Impaired. The Holders of Allowed Interests in Class 1I
are deemed to have rejected the Plan and, accordingly, are not entitled to vote to accept or reject
the Plan.
3.3 Classification and Treatment of Claims Against and Interests in DMI (Debtor 2)
3.3.1 Class 2A: DMI Priority Non-Tax Claims.
(a) Classification: Class 2A consists of all Priority Non-Tax Claims against DMI.
(b) Treatment: Except to the extent that a Holder of an Allowed Class 2A Claim has agreed in
writing to a different treatment (in which event such other writing will govern), each Holder of an
Allowed Class 2A Claim that is due and payable on or before the Effective Date shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Class 2A
Claim in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the
Effective Date (or as soon as reasonably practicable thereafter) and (b) the date such Class 2A
Claim becomes an Allowed Class 2A Claim, or as soon thereafter as is practicable, or (ii) such
other treatment required to render such Allowed Class 2A Claim Unimpaired pursuant to Section 1124
of the Bankruptcy Code. All Allowed Class 2A Claims which are not due and payable on or before the
Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in
the ordinary course of business in accordance with the terms thereof.
(c) Voting: Class 2A Claim are Unimpaired. Each Holder of an Allowed Claim in Class 2A shall
be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy
Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.3.2 Class 2B: DMI Other Secured Claims
(a) Classification: Class 2B consists of all Other Secured Claims against DMI.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Class 2B Claim becomes an Allowed Class 2B Claim,
each Holder of an Allowed Class 2B Claim, if any, shall receive, on account of, and in full and
complete settlement, release and discharge of and in exchange for such Allowed Class 2B Claim, at
the election of the Debtors, in consultation with the Consenting Noteholders, (a) Reinstatement of
any such Allowed Class 2B Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in
full, in cash, of such Allowed Class 2B Claim; (c)
8 | In the event that the Debtors separately classify any Subordinated Equity Securities Claims, any such claims shall be extinguished, cancelled and discharged as of the Effective Date, and any holders thereof shall receive no distribution in respect of their claims pursuant to section 1129(b)(2)(C) of the Bankruptcy Code. |
35
satisfaction of any such Allowed Class 2B Claim by delivering the collateral securing any such
Claim and paying any interest required to be paid under Section 506(b) of the Bankruptcy Code; or
(d) providing such Holder with such treatment in accordance with Section 1129(b) of the Bankruptcy
Code as may be determined by the Bankruptcy Court. The Debtors failure to object to any Class 2B
Claim in the Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the
Reorganized Debtors to contest or otherwise defend against such Claim in the appropriate forum when
and if such Claim is sought to be enforced by the Holder of such Claim. Nothing in the Plan or
elsewhere shall preclude the Debtors or Reorganized Debtors from challenging the validity of any
alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of any such collateral.
(c) Voting: Class 2B Claims are Unimpaired. Each Holder of an Allowed Claim in Class 2B
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.3.3 Class 2C: DMI Convenience Claims
(a) Classification: Class 2C consists of all Convenience Claims against DMI.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Class 2C Claim becomes an Allowed Class 2C Claim, each Holder
of an Allowed Class 2C Claim shall receive, on account of, and in full and complete satisfaction,
settlement, release and discharge of, and in exchange for, such Allowed Class 2C Claim an amount
equal to one hundred percent (100%) of such Allowed Class 2C Claim, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Allowed Class 2C
Claims shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 2E that desires treatment of such Claim as a
Convenience Claim shall make such election on the Ballot to be provided to Holders of Impaired
Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and
return such Ballot to the address specified therein on or before the Voting Deadline. Any election
made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is
expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Class 2C Claims are Impaired. Each Holder of an Allowed Claim in Class 2C shall
be entitled to vote to accept or reject the Plan.
3.3.4 Class 2D: DMI Noteholders Claims
(a) Classification: Class 2D consists of all DMI Noteholders Claims against DMI.
(b) Treatment: On or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 2D Claim shall receive in full and complete
36
satisfaction, settlement, release and discharge of such Claim, its Pro Rata share of 23.3% of
the New RHDC Stock Pool for Unsecured Creditors (subject to dilution pursuant to the Management
Incentive Plan).
(c) Voting: Class 2D Claims are Impaired. Each Holder of an Allowed Claim in Class 2D shall
be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 2D Claims shall be Allowed in the aggregate amount of $1.25 billion,
plus accrued but unpaid interest, as of the Petition Date, and shall not be subject to objection,
challenge, deduction or offset. For the avoidance of doubt, to the extent that a Notes Indenture
Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 2D Claim, only
the Claim of the Notes Indenture Trustee shall be Allowed.
3.3.5 Class 2E: DMI General Unsecured Claims
(a) Classification: Class 2E consists of all General Unsecured Claims against DMI.
(b) Treatment: In the event that each Class of Impaired Claims against DMI has accepted the
Plan, then each Holder of an Allowed Class 2E Claim, including Claims under contracts and unexpired
leases rejected by the Debtors herein (or pursuant to a separate motion) and trade payables, shall
receive the following treatment at the option of the Debtors: (i) on the Effective Date, or as soon
thereafter as practicable, payment in cash equal to 100% of such Allowed Class 2E Claim;
provided, however, that if the aggregate amount of the Allowed Class 2E Claims
exceeds the Maximum Class 2E Payment, then, subject to Section 7.4.2 of the Plan, Holders of
Allowed Class 2E Claims shall receive their Pro Rata Share of the Maximum Class 2E Payment; or (ii)
the assumption or payment in full or in part of any such Allowed Claim as such Claim becomes due in
the ordinary course of business; provided, however, that, in the event that any
Class of Impaired Claims against DMI does not accept the Plan, then, on the Effective Date, or as
soon thereafter as practicable, each Holder of an Allowed Class 2E Claim, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive payment in cash equal to the value, as of the Effective Date, of
the distribution to which such Holder would have been entitled pursuant to Section 3.3.4(b) of the
Plan had such Holder been classified in Class 2D, as such value shall be determined by the
Bankruptcy Court at or in connection with the Confirmation Hearing. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Class 2E Claims.
(c) Voting: Class 2E Claims are Impaired. Each Holder of an Allowed Claim in Class 2E shall
be entitled to vote to accept or reject the Plan.
3.3.6 Class 2F: DMI Intercompany Claims
(a) Classification: Class 2F consists of all Intercompany Claims against DMI.
(b) Treatment: Holders of Allowed Class 2F Claims shall receive no monetary distributions on
account of such Allowed Class 2F Claims, and all of the Allowed Class 2F Claims shall be deemed
settled, cancelled and extinguished; provided, however, that
37
any Allowed Class 2F Claim may be reinstated, in full or in part, to the extent the Debtors
and a Majority of Consenting Noteholders agree to such treatment. Subject to the foregoing
proviso, no Holder of an Allowed Class 2F Claim shall be entitled to, or shall receive or retain,
any property or interest in property on account of such Allowed Class 2F Claim.
(c) Voting: Class 2F Claims are Impaired. Each Holder of an Allowed Class 2F Claim shall be
entitled to vote to accept or reject the Plan.
3.3.7 Class 2G: DMI Interests
(a) Classification: Class 2G consists of all Interests in DMI.
(b) Treatment: As of the Effective Date, each Holder of an Allowed Class 2G Interest shall
retain, unaltered, the legal, equitable and contractual rights to which such Allowed Class 2G
Interest entitles the Holder immediately prior to the Effective Date.
(c) Voting: Class 2G Interests are Unimpaired. Each Holder of an Allowed Interest in Class
2G shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.4 Classification and Treatment of Claims Against and Interests In RHDI (Debtor 3)
3.4.1 Class 3A: RHDI Priority Non-Tax Claims
(a) Classification: Class 3A consists of all Priority Non-Tax Claims against RHDI.
(b) Treatment: Except to the extent that a Holder of an Allowed Class 3A Claim has agreed in
writing to a different treatment (in which event such other writing will govern), each Holder of an
Allowed Class 3A Claim that is due and payable on or before the Effective Date shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Class 3A
Claim in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the
Effective Date (or as soon as reasonably practicable thereafter) and (b) the date such Class 3A
Claim becomes an Allowed Class 3A Claim, or as soon thereafter as is practicable, or (ii) such
other treatment required to render such Allowed Class 3A Claim Unimpaired pursuant to Section 1124
of the Bankruptcy Code. All Allowed Class 3A Claims which are not due and payable on or before the
Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in
the ordinary course of business in accordance with the terms thereof.
(c) Voting: Class 3A Claims are Unimpaired. Each Holder of an Allowed Claim in Class 3A
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.4.2 Class 3B: RHDI Other Secured Claims
38
(a) Classification: Class 3B consists of all Other Secured Claims against RHDI.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Class 3B Claim becomes an Allowed Class 3B Claim,
each Holder of an Allowed Class 3B Claim, if any, shall receive, on account of, and in full and
complete settlement, release and discharge of, and in exchange for, such Allowed Class 3B Claim, at
the election of the Debtors, in consultation with the Consenting Noteholders, (a) Reinstatement of
any such Allowed Class 3B Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in
full, in cash, of such Allowed Other Secured Claim; (c) satisfaction of any such Allowed Class 3B
Claim by delivering the collateral securing any such Claim and paying any interest required to be
paid under Section 506(b) of the Bankruptcy Code; or (d) providing such Holder with such treatment
in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy
Court. The Debtors failure to object to any Allowed Class 3B Claim in the Chapter 11 Cases shall
be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or
otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be
enforced by the Holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors
or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor
or Reorganized Debtor or the value of any such collateral.
(c) Voting: Class 3B Claims are Unimpaired. Each Holder of an Allowed Claim in Class 3B
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.4.3 Class 3C: RHDI Convenience Claims
(a) Classification: Class 3C consists of all Convenience Claims against RHDI.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Class 3C Claim becomes an Allowed Class 3C Claim, each Holder
of an Allowed Class 3C Claim shall receive, on account of, and in full and complete satisfaction,
settlement, release and discharge of, and in exchange for, such Allowed Class 3C Claim an amount
equal to one hundred percent (100%) of such Allowed Class 3C Claim, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Allowed Class 3C
Claims shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 3F that desires treatment of such Claim as a
Convenience Claim shall make such election on the Ballot to be provided to Holders of Impaired
Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and
return such Ballot to the address specified therein on or before the Voting Deadline. Any election
made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is
expressly waived in writing by the Debtors with respect to any such Claim.
39
(d) Voting: Class 3C Claims are Impaired. Each Holder of an Allowed Claim in Class 3C shall
be entitled to vote to accept or reject the Plan.
3.4.4 Class 3D: RHDI Lenders Claims
(a) Classification: Class 3D consists of all RHDI Lenders Claims against RHDI.
(b) Treatment: On or as soon as reasonably practicable after, the Effective Date, in full and
complete satisfaction, settlement, release and discharge of the Allowed Class 3D Claim, as of the
Effective Date, each Holder of an Allowed Class 3D Claim shall be entitled to the treatment set
forth in greater detail in the RHDI Lenders Plan Support Agreement appended to the Disclosure
Statement as Exhibit B, including, without limitation, such rights as set forth in the Amended and
Restated RHDI Credit Agreement, the RHDI Lenders Guaranty and Collateral Agreement and such other
definitive documentation executed in connection therewith as of the Effective Date, and payment by
Reorganized RHDI of the RHDI Revolving Loans, RHDI Term Loans and RHDI Hedge Termination Payments
in an aggregate amount equal to at least the Prepayment Amount (as defined in the RHDI Lenders Plan
Support Agreement), which shall include cash in the sum of $50,000,000 received from RHD Service on
account of RHDIs Class 20E Claim.
(c) Voting: Class 3D Claims are Impaired. Each Holder of an Allowed Secured Claim in Class
3D shall be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 3D Claims shall be Allowed Secured Claims in the aggregate amount of
approximately $1.434 billion, plus accrued but unpaid interest, if any, as of the Petition Date,
and shall not be subject to objection, challenge, deduction or offset.
3.4.5 Class 3E: RHDI Noteholders Claims
(a) Classification: Class 3E consists of all RHDI Noteholders Claims against RHDI.
(b) Treatment: On or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 3E Claim shall receive in full and complete satisfaction, settlement, release
and discharge of such Claim, its Pro Rata share of 25.8% of the New RHDC Stock Pool for Unsecured
Creditors (subject to dilution pursuant to the Management Incentive Plan).
(c) Voting: Class 3E Claims are Impaired. Each Holder of an Allowed Claim in Class 3E shall
be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 3E Claims shall be Allowed in the aggregate amount of $413 million,
plus accrued but unpaid interest, as of the Petition Date, and shall not be subject to objection,
challenge, deduction or offset. For the avoidance of doubt, to the extent that a Notes Indenture
Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 3E Claim, only
the Claim of the Notes Indenture Trustee shall be Allowed.
40
3.4.6 Class 3F: RHDI General Unsecured Claims
(a) Classification: Class 3F consists of all General Unsecured Claims against RHDI.
(b) Treatment: In the event that each Class of Impaired Claims against RHDI has accepted the
Plan, then each Holder of an Allowed Class 3F Claim, including Claims under contracts and unexpired
leases rejected by the Debtors herein (or pursuant to a separate motion) and trade payables, shall
receive the following treatment at the option of the Debtors: (i) on the Effective Date, or as soon
thereafter as practicable, payment in cash equal to 100% of such Allowed Class 3F Claim;
provided, however, that if the aggregate amount of the Allowed Class 3F Claims
exceeds the Maximum Class 3F Payment, then, subject to Section 7.4.2 of the Plan, Holders of
Allowed Class 3F Claims shall receive their Pro Rata Share of the Maximum Class 3F Payment; or (ii)
the assumption or payment in full or in part of any such Allowed Claim as such Claim becomes due in
the ordinary course of business; provided, however, that, in the event that any
Class of Impaired Claims against RHDI does not accept the Plan, then, on the Effective Date, or as
soon thereafter as practicable, each Holder of an Allowed Class 3F Claim, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive payment in cash equal to the value, as of the Effective Date, of
the distribution to which such Holder would have been entitled pursuant to Section 3.4.5(b) of the
Plan had such Holder been classified in Class 3E, as such value shall be determined by the
Bankruptcy Court at or in connection with the Confirmation Hearing. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Class 3F Claims.
(c) Voting: Class 3F Claims are Impaired. Each Holder of an Allowed Claim in Class 3F shall
be entitled to vote to accept or reject the Plan.
3.4.7 Class 3G: RHDI Intercompany Claims
(a) Classification: Class 3G consists of all Intercompany Claims against RHDI.
(b) Treatment: Holders of Allowed Class 3G Claims shall receive no monetary distributions on
account of such Allowed Class 3G Claims, and all of the Allowed Class 3G Claims shall be deemed
settled, cancelled and extinguished; provided, however, that any Allowed Class 3G
Claim may be reinstated, in full or in part, to the extent the Debtors and a Majority of Consenting
Noteholders agree to such treatment. Subject to the foregoing proviso, no Holder of an Allowed
Class 3G Claim shall be entitled to, or shall receive or retain, any property or interest in
property on account of such Allowed Class 3G Claim.
(c) Voting: Class 3G Claims are Impaired. Each Holder of an Allowed Class 3G Claim shall be
entitled to vote to accept or reject the Plan.
3.4.8 Class 3H: RHDI Interests
(a) Classification: Class 3H consists of all Interests in RHDI.
41
(b) Treatment: As of the Effective Date, each Holder of an Allowed Class 3H Interest shall
retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest
entitles the Holder immediately prior to the Effective Date.
(c) Voting: Class 3H Interests are Unimpaired. Each Holder of an Allowed Interest in Class
3H shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.5 Classification and Treatment of Claims Against and Interests In DMW (Debtor 4)
3.5.1 Class 4A: DMW Priority Non-Tax Claims
(a) Classification: Class 4A consists of all Priority Non-Tax Claims against DMW.
(b) Treatment: Except to the extent that a Holder of an Allowed Class 4A Claim has agreed in
writing to a different treatment (in which event such other writing will govern), each Holder of an
Allowed Class 4A Claim that is due and payable on or before the Effective Date shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Class 4A
Claim in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the
Effective Date (or as soon as reasonably practicable thereafter) and (b) the date such Allowed
Class 4A Claim becomes an Allowed Class 4A Claim, or as soon thereafter as is practicable, or (ii)
such other treatment required to render such Allowed Class 4A Claim Unimpaired pursuant to Section
1124 of the Bankruptcy Code. All Allowed Class 4A Claims against the Debtors which are not due and
payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims
become due and payable in the ordinary course of business in accordance with the terms thereof.
(c) Voting: Class 4A Claims are Unimpaired. Each Holder of an Allowed Claim in Class 4A
shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.5.2 Class 4B: DMW Other Secured Claims
(a) Classification: Class 4B consists of all Other Secured Claims against DMW.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Class 4B Claim becomes an Allowed Class 4B Claim,
each Holder of an Allowed Class 4B Claim, if any, shall receive, on account of, and in full and
complete settlement, release and discharge of, and in exchange for, such Allowed Class 4B Claim, at
the election of the Debtors, in consultation with the Consenting Noteholders, (a) Reinstatement of
any such Allowed Class 4B Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in
full, in cash, of such Allowed Class 4B Claim; (c) satisfaction of any such Allowed Class 4B Claim
by delivering the collateral securing any such Claim and paying any interest required to be paid
under Section 506(b) of the Bankruptcy Code;
42
or (d) providing such Holder with such treatment in accordance with Section 1129(b) of the
Bankruptcy Code as may be determined by the Bankruptcy Court. The Debtors failure to object to
any Allowed Class 4B Claim in the Chapter 11 Cases shall be without prejudice to the rights of the
Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim in the
appropriate forum when and if such Claim is sought to be enforced by the Holder of such Claim.
Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from challenging
the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or the value of
any such collateral.
(c) Voting: Allowed Class 4B Claims are Unimpaired. Each Holder of an Allowed Claim in Class
4B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.5.3 Class 4C: DMW Convenience Claims
(a) Classification: Class 4C consists of all Convenience Claims against DMW.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Class 4C Claim becomes an Allowed Class 4C Claim, each Holder
of an Allowed Class 4C Claim shall receive, on account of, and in full and complete satisfaction,
settlement, release and discharge of, and in exchange for, such Allowed Class 4C Claim an amount
equal to one hundred percent (100%) of such Allowed Class 4C Claim, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Allowed Class 4C
Claims shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 4G that desires treatment of such Claim as a
Convenience Claim shall make such election on the Ballot to be provided to Holders of Impaired
Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and
return such Ballot to the address specified therein on or before the Voting Deadline. Any election
made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is
expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Class 4C Claims are Impaired. Each Holder of an Allowed Claim in Class 4C shall
be entitled to vote to accept or reject the Plan.
3.5.4 Class 4D: DMW Lenders Claims
(a) Classification: Class 4D consists of all DMW Lenders Claims against DMW.
(b) Treatment: On or as soon as reasonably practicable after, the Effective Date, in full and
complete satisfaction, settlement, release and discharge of the Allowed Class 4D Claims, as of the
Effective Date, each Holder of an Allowed Class 4D Claim shall be entitled to the treatment set
forth in greater detail in the DMW Lenders Plan Support
43
Agreement appended to the Disclosure Statement as Exhibit B, including, without limitation,
such rights as set forth in the Amended and Restated DMW Credit Agreement, the Amended and Restated
DMW Guaranty and Collateral Agreement and such other definitive documentation executed in
connection therewith as of the Effective Date, and payment by Reorganized DMW of the DMW Revolving
Loans, DMW Term Loans and DMW Hedge Termination Payments in an amount equal to the Paydown (as
defined in the DMW Lenders Plan Support Agreement), which shall include cash in the sum of
$75,000,000 received from RHD Service on account of DMWs Class 20E Claim.
(c) Voting: Class 4D Claims are Impaired. Each Holder of an Allowed Secured Claim in Class
4D shall be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 4D Claims shall be Allowed Secured Claims in the aggregate amount of
approximately $1.107 billion, plus accrued but unpaid interest, if any, as of the Petition Date,
and shall not be subject to objection, challenge, deduction or offset.
3.5.5 Class 4E: DMW Senior Notes Noteholders Claims
(a) Classification: Class 4E consists of all DMW Senior Notes Noteholders Claims against DMW.
(b) Treatment: On or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 4E Claim shall receive in full and complete satisfaction, settlement, release
and discharge of such Claim, its Pro Rata share of (i) the New RHDC Notes and (ii) 13.0% of the New
RHDC Stock Pool for Unsecured Creditors (subject to dilution pursuant to the Management Incentive
Plan). Notwithstanding the terms of either of the DMW Senior Subordinated Notes Indenture or DMW
Senior Subordinated Notes, each Holder of a DMW Senior Notes Noteholders Claim shall be deemed to
have consented and agreed to the treatment provided under this Plan to all Holders of DMW Senior
Subordinated Noteholders Claims in accordance with Section 3.5.6 hereof, and to have waived and/or
relinquished and shall be barred from asserting any rights or claims pursuant to Section 510(a) of
the Bankruptcy Code in respect of their Class 4E Claims.
(c) Voting: Class 4E Claims are Impaired. Each Holder of an Allowed Claim in Class 4E shall
be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 4E Claims shall be Allowed in the aggregate amount of $394 million,
plus accrued but unpaid interest, as of the Petition Date, and shall not be subject to objection,
challenge, deduction or offset. For the avoidance of doubt, to the extent that a Notes Indenture
Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 4E Claim, only
the Claim of the Notes Indenture Trustee shall be Allowed.
3.5.6 Class 4F: DMW Senior Subordinated Notes Noteholders Claims
(a) Classification: Class 4F consists of all DMW Senior Subordinated Notes Noteholders Claims
against DMW.
44
(b) Treatment: On or as soon as reasonably practicable after the Effective Date, each Holder
of an Allowed Class 4F Claim shall receive in full and complete satisfaction, settlement, release
and discharge of such Claim, its Pro Rata share of 16.9% of the New RHDC Stock Pool for Unsecured
Creditors (subject to dilution pursuant to the Management Incentive Plan).
(c) Voting: Class 4F Claims are Impaired. Each Holder of an Allowed Claim in Class 4F shall
be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 4F Claims shall be Allowed in the aggregate amount of $762 million,
plus accrued but unpaid interest, as of the Petition Date, and shall not be subject to objection,
challenge, deduction or offset. For the avoidance of doubt, to the extent that a Notes Indenture
Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 4F Claim, only
the Claim of the Notes Indenture Trustee shall be Allowed.
3.5.7 Class 4G: DMW General Unsecured Claims
(a) Classification: Class 4G consists of all General Unsecured Claims against DMW.
(b) Treatment: In the event that each Class of Impaired Claims against DMW has accepted the
Plan, then each Holder of an Allowed Class 4G Claim, including Claims under contracts and unexpired
leases rejected by the Debtors herein (or pursuant to a separate motion) and trade payables, shall
receive the following treatment at the option of the Debtors: (i) on the Effective Date, or as soon
thereafter as practicable, payment in cash equal to 100% of such Allowed Class 4G Claim;
provided, however, that if the aggregate amount of the Allowed Class 4G Claims
exceeds the Maximum Class 4G Payment, then, subject to Section 7.4.2 of the Plan, Holders of
Allowed Class 4G Claims shall receive their Pro Rata Share of the Maximum Class 4G Payment; or (ii)
the assumption or payment in full or in part of any such Allowed Claim as such Claim becomes due in
the ordinary course of business; provided, however, that, in the event that any
Class of Impaired Claims against DMW does not accept the Plan, then, on the Effective Date, or as
soon thereafter as practicable, each Holder of an Allowed Class 4G Claim, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive payment in cash equal to the value, as of the Effective Date, of
the distribution to which such Holder would have been entitled pursuant to Section 3.5.6(b) of the
Plan had such Holder been classified in Class 4F, as such value shall be determined by the
Bankruptcy Court at or in connection with the Confirmation Hearing. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Class 4G Claims.
(c) Voting: Class 4G Claims are Impaired. Each Holder of an Allowed Claim in Class 4G shall
be entitled to vote to accept or reject the Plan.
3.5.8 Class 4H: DMW Intercompany Claims
(a) Classification: Class 4H consists of all Intercompany Claims against DMW.
45
(b) Treatment: Holders of Allowed Class 4H Claims shall receive no monetary distributions on
account of such Allowed Class 4H Claims, and all of the Allowed Class 4H Claims shall be deemed
settled, cancelled and extinguished; provided, however, that any Allowed Class 4H
Claim may be reinstated, in full or in part, to the extent the Debtors and a Majority of Consenting
Noteholders agree to such treatment. Subject to the foregoing proviso, no Holder of an Allowed
Class 4H Claim shall be entitled to, or shall receive or retain, any property or interest in
property on account of such Allowed Class 4H Claim.
(c) Voting: Class 4H Claims are Impaired. Each Holder of an Allowed Class 4H Claim shall be
entitled to vote to accept or reject the Plan.
3.5.9 Class 4I: DMW Interests
(a) Classification: Class 4I consists of all Interests in DMW.
(b) Treatment: As of the Effective Date, each Holder of an Allowed DMW Interest shall retain,
unaltered, the legal, equitable and contractual rights to which such Allowed Interest entitles the
Holder immediately prior to the Effective Date.
(c) Voting: Class 4I Interests are Unimpaired. Each Holder of an Allowed Interest in Class
4I shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.6 Classification and Treatment of Claims Against and Interests in DME (Debtor 5)
3.6.1 Class 5A: DME Priority Non-Tax Claims
(a) Classification: Class 5A consists of all Priority Non-Tax Claims against DME.
(b) Treatment: Except to the extent that a Holder of an Allowed Class 5A Claim has agreed in
writing to a different treatment (in which event such other writing will govern), each Holder of an
Allowed Class 5A Claim that is due and payable on or before the Effective Date shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Claim, at the election of the Debtors, (i) cash equal to the amount of such Allowed Class 5A
Claim in accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the
Effective Date (or as soon as reasonably practicable thereafter) and (b) the date such Class 5A
Claim becomes an Allowed Class 5A Claim, or as soon thereafter as is practicable, or (ii) such
other treatment required to render such Allowed Class 5A Claim Unimpaired pursuant to Section 1124
of the Bankruptcy Code. All Allowed Class 5A Claims against the Debtors which are not due and
payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims
become due and payable in the ordinary course of business in accordance with the terms thereof.
(c) Voting: Allowed Class 5A Claims are Unimpaired. Each Holder of an Allowed Claim in Class
5A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
46
3.6.2 Class 5B: DME Other Secured Claims
(a) Classification: Class 5B consists of all Other Secured Claims against DME.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Class 5B Claim becomes an Allowed Class 5B Claim,
each Holder of an Allowed Class 5B Claim, if any, shall receive, on account of, and in full and
complete settlement, release and discharge of, and in exchange for, such Allowed Class 5B Claim, at
the election of the Debtors, in consultation with the Consenting Noteholders, (a) Reinstatement of
any such Allowed Class 5B Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in
full, in cash, of such Allowed Class 5B Claim; (c) satisfaction of any such Allowed Class 5B Claim
by delivering the collateral securing any such Claim and paying any interest required to be paid
under Section 506(b) of the Bankruptcy Code; or (d) providing such Holder with such treatment in
accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy
Court. The Debtors failure to object to any Allowed Class 5B Claim in the Chapter 11 Cases shall
be without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or
otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be
enforced by the Holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors
or Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor
or Reorganized Debtor or the value of any such collateral.
(c) Voting: Allowed Class 5B Claims are Unimpaired. Each Holder of an Allowed Claim in Class
5B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.6.3 Class 5C: DME Convenience Claims
(a) Classification: Class 5C consists of all Convenience Claims against DME.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Class 5C Claim becomes an Allowed Class 5C Claim, each Holder
of an Allowed Class 5C Claim shall receive, on account of, and in full and complete satisfaction,
settlement, release and discharge of, and in exchange for, such Allowed Class 5C Claim an amount
equal to one hundred percent (100%) of such Allowed Class 5C Claim, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Convenience Class
claims shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 5E that desires treatment of such Claim as a
Class 5C Claim shall make such election on the Ballot to be provided to Holders of Impaired Claims
entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and return
such Ballot to the address specified therein on or before the Voting Deadline. Any election made
after the Voting Deadline shall not be binding on the Debtors
47
unless the Voting Deadline is expressly waived in writing by the Debtors with respect to any
such Claim.
(d) Voting: Class 5C Claims are Impaired. Each Holder of an Allowed Claim in Class 5C shall
be entitled to vote to accept or reject the Plan.
3.6.4 Class 5D: DME Lenders Claims
(a) Classification: Class 5D consists of all DME Lenders Claims against DME.
(b) Treatment: On or as soon as reasonably practicable after, the Effective Date, in full and
complete satisfaction, settlement, release and discharge of the Allowed Class 5D Claims, as of the
Effective Date, each Holder of an Allowed Class 5D Claim shall be entitled to the treatment set
forth in greater detail in the DME Lenders Plan Support Agreement appended to the Disclosure
Statement as Exhibit B, including without limitation, such rights as set forth in the Amended and
Restated DME Credit Agreement , the DME Lenders Guaranty and Collateral Agreement and such other
definitive documentation executed in connection therewith as of the Effective Date, and payment by
Reorganized DME of the DME Revolving Loans, DME Term Loans and DME Hedge Termination Payments in an
aggregate amount equal to the Paydown (as defined in the DME Lenders Plan Support Agreement), which
shall include cash in the sum of $50,000,000 received from RHD Service on account of DMEs Class
20E Claim.
(c) Voting: Class 5D Claims are Impaired. Each Holder of an Allowed Secured Claim in Class
5D shall be entitled to vote to accept or reject the Plan.
(d) Allowance: The Class 5D Claims shall be Allowed Secured Claims in the aggregate amount of
approximately $1.101 billion, plus accrued but unpaid interest, if any, as of the Petition Date,
and shall not be subject to objection, challenge, deduction or offset.
3.6.5 Class 5E: DME General Unsecured Claims
(a) Classification: Class 5E consists of all General Unsecured Claims against DME.
(b) Treatment: Each Holder of an Allowed Class 5E Claim, including claims under contracts and
unexpired leases rejected by the Debtors herein (or pursuant to a separate motion) and trade
payables, shall receive the following treatment at the option of the Debtors: (i) on the Effective
Date or as soon thereafter as practicable, payment in cash equal to 100% of such Allowed Class 5E
Claim; or (ii) the assumption or payment in full or in part of any such Allowed Claim as such Claim
becomes due in the ordinary course of business. The Debtors shall reserve all rights to challenge
the legal basis and amount of any Class 5E Claims.
(c) Voting: Class 5E Claims are Impaired. Each Holder of an Allowed Claim in Class 5E shall
be entitled to vote to accept or reject the Plan.
3.6.6 Class 5F: DME Intercompany Claims
48
(a) Classification: Class 5F consists of all Intercompany Claims against DME.
(b) Treatment: Holders of Allowed Class 5F Claims shall receive no monetary distributions on
account of such Allowed Class 5F Claims, and all of the Allowed Class 5F Claims shall be deemed
settled, cancelled and extinguished; provided, however, that any Allowed Class 5F
Claim may be reinstated, in full or in part, to the extent the Debtors and a Majority of Consenting
Noteholders agree to such treatment. Subject to the foregoing proviso, no Holder of a Allowed
Class 5F Claim shall be entitled to, or shall receive or retain, any property or interest in
property on account of such Allowed Class 5F Claim.
(c) Voting: Class 5F Claims are Impaired. Each Holder of an Allowed Class 5F Claim shall be
entitled to vote to accept or reject the Plan.
3.6.7 Class 5G: DME Interests
(a) Classification: Class 5G consists of all Interests in DME.
(b) Treatment: As of the Effective Date, each Holder of an Allowed Class 5G Interest shall
retain, unaltered, the legal, equitable and contractual rights to which such Class 5G Interest
entitles the Holder immediately prior to the Effective Date.
(c) Voting: Class 5G Interests are Unimpaired. Each Holder of an Allowed Interest in Class
5G shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.7 Classification and Treatment of Claims Against and Interests in the DMW Guarantor
Debtors (Debtors 6 and 7)
3.7.1 Classes 6A and 7A: Priority Non-Tax Claims
(a) Classification: Classes 6A and 7A consist of all Priority Non-Tax Claims against the DMW
Guarantor Debtors.9
(b) Treatment: Except to the extent that a Holder of an Allowed Claim in Class 6A or 7A has
agreed in writing to a different treatment (in which event such other writing will govern), each
Holder of an Allowed Claim in Class 6A or 7A that is due and payable on or before the Effective
Date shall receive, on account of, and in full and complete settlement, release and discharge of,
and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to the amount of
such Allowed Claim in Class 6A or 7A in accordance with Section 1129(a)(9) of the Bankruptcy Code,
on the later of (a) the Effective Date (or as soon as reasonably practicable thereafter) and (b)
the date such Claim in Class 6A or 7A becomes an Allowed Claim in Class 6A or 7A, or as soon
thereafter as is practicable, or (ii) such other treatment required to render such Allowed Claim in
Class 6A or 7A Unimpaired pursuant to
9 | For ease of reference, each of the classes beginning with the number six (6) relates to Claims or Interests, as applicable, against or in, Dex Media West, Inc. (Debtor 6), and each of the classes beginning with the number seven (7) relates to Claims or Interests, as applicable, against or in, Dex Media West Finance Co. (Debtor 7). |
49
Section 1124 of the Bankruptcy Code. All Allowed Claims in Class 6A or 7A which are not due
and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such
claims become due and payable in the ordinary course of business in accordance with the terms
thereof.
(c) Voting: Claims in Class 6A and 7A are Unimpaired. Each Holder of an Allowed Claim in
Class 6A or 7A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f)
of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.7.2 Classes 6B and 7B: Other Secured Claims
(a) Classification: Classes 6B and 7B consist of all Other Secured Claims against the DMW
Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Claim in Class 6B or 7B becomes an Allowed Claim in
Class 6B or 7B, each Holder of an Allowed Claim in Class 6B or 7B, if any, shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Allowed Claim in Class 6B or 7B, at the election of the Debtors, in consultation with the
Consenting Noteholders, (a) Reinstatement of any such Allowed Claim in Class 6B or 7B pursuant to
Section 1124 of the Bankruptcy Code; (b) payment in full, in cash, of such Claim in Class 6B or 7B;
(c) satisfaction of any such Allowed Claim in Class 6B or 7B by delivering the collateral securing
any such Allowed Claim and paying any interest required to be paid under Section 506(b) of the
Bankruptcy Code; or (d) providing such Holder with such treatment in accordance with Section
1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court. The Debtors failure
to object to any Claim in Class 6B or 7B in the Chapter 11 Cases shall be without prejudice to the
rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim
in the appropriate forum when and if such Claim is sought to be enforced by the Holder of such
Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from
challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or
the value of any such collateral.
(c) Voting: Claims in Classes 6B and 7B are Unimpaired. Each Holder of an Allowed Claim in
Class 6B or 7B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f)
of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.7.3 Classes 6C and 7C: Convenience Claims
(a) Classification: Classes 6C and 7C consist of all Convenience Claims against the DMW
Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Claim in Class 6C or 7C becomes an Allowed Claim in Class 6C or
7C, each Holder of an Allowed Claim in Class 6C or 7C shall receive, on account of, and in full and
complete satisfaction, settlement, release and discharge of,
50
and in exchange for, such Allowed Claim in Class 6C or 7C, an amount equal to one hundred
percent (100%) of such Allowed Claim in Class 6C or 7C, subject to a cap of $5,000;
provided, however, that if the Allowed Convenience Claims in the aggregate against
all of the Debtors exceed the Maximum Convenience Class Payment, then Holders of Allowed Claims in
Class 6C or 7C shall receive their Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 6E or 7E that desires treatment of such Claim as
a Claim in Class 6C or 7C shall make such election on the Ballot to be provided to Holders of
Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the
Plan) and return such Ballot to the address specified therein on or before the Voting Deadline.
Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting
Deadline is expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Claims in Class 6C and 7C are Impaired. Each Holder of an Allowed Claim in Class
6C or 7C shall be entitled to vote to accept or reject the Plan.
3.7.4 Classes 6D and 7D: DMW Lenders Guaranty Claims
(a) Classification: Classes 6D and 7D consist of all DMW Lenders Guaranty Claims against the
DMW Guarantor Debtors.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Allowed Claims in Classes 6D and 7D,
as of the Effective Date, each Holder of an Allowed Class 6D or 7D Claim (as the case may be) shall
receive the treatment set forth in greater detail in the DMW Lenders Plan Support Agreement
appended to the Disclosure Statement as Exhibit B, including, without limitation, such rights as
set forth in the Amended and Restated DMW Credit Agreement, the Amended and Restated DMW Lenders
Guaranty & Collateral Agreement and such other definitive documentation executed in connection
therewith as of the Effective Date. Holders of Allowed Claims in Classes 6D and 7D shall receive
no additional consideration under the Plan on account of such Allowed Claims in Classes 6D and 7D.
(c) Voting: Claims in Classes 6D and 7D are Impaired. Each Holder of an Allowed Claim in
Class 6D or 7D shall be entitled to vote to accept or reject the Plan.
3.7.5 Classes 6E and 7E: General Unsecured Claims
(a) Classification: Classes 6E and 7E consist of all General Unsecured Claims against the DMW
Guarantor Debtors.
(b) Treatment: Each Holder of an Allowed Claim in Class 6E or 7E, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive the following treatment at the option of the Debtors: (i) on the
Effective Date, or as soon thereafter as practicable, payment in cash equal to 100% of such Allowed
Claim in Class 6E or 7E; or (ii) the assumption or payment in full or in part of any such Allowed
Claim as such Claim becomes due in the ordinary course of business. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Claims in Class 6E or 7E.
51
(c) Voting: Claims in Classes 6E and 7E are Impaired. Each Holder of an Allowed Claim in
Class 6E or 7E shall be entitled to vote to accept or reject the Plan.
3.7.6 Classes 6F and 7F: Intercompany Claims
(a) Classification: Classes 6F and 7F consist of all Intercompany Claims against the DMW
Guarantor Debtors.
(b) Treatment: Holders of Allowed Class 6F and 7F Claims shall receive no monetary
distributions on account of such Allowed Class 6F and 7F Claims, and all of the Allowed Class 6F
and 7F Claims shall be deemed settled, cancelled and extinguished; provided,
however, that any Allowed Class 6F or 7F Claim may be reinstated, in full or in part, to
the extent the Debtors and a Majority of Consenting Noteholders agree to such treatment. Subject
to the foregoing proviso, no Holder of an Allowed Class 6F or 7F Claim shall be entitled to, or
shall receive or retain, any property or interest in property on account of such Allowed Class 6F
or 7F Claim.
(c) Voting: Claims in Classes 6F and 7F are Impaired. Each Holder of an Allowed Claim in
Class 6F or 7F shall be entitled to vote to accept or reject the Plan.
3.7.7 Classes 6G and 7G: Interests
(a) Classification: Classes 6G and 7G consist of all Interests in the DMW Guarantor Debtors.
(b) Treatment: As of the Effective Date, each Holder of an Allowed Interest in Class 6G or 7G
shall retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest
in Class 6G or 7G entitles the Holder, immediately prior to the Effective Date.
(c) Voting: Interests in Classes 6G and 7G are Unimpaired. Each Holder of an Allowed
Interest in Classes 6G or 7G shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.8 Classification and Treatment of Claims Against and Interests In the DME Guarantor
Debtors (Debtors 8 and 9)
3.8.1 Classes 8A and 9A: Priority Non-Tax Claims
(a) Classification: Classes 8A and 9A consist of all Priority Non-Tax Claims against the DME
Guarantor Debtors.10
(b) Treatment:
Except to the extent that a Holder of an Allowed Claim in Class 8A or 9A has
agreed in writing to a different treatment (in which event such other
10 | For ease of reference, each of the classes beginning with the number eight (8) relates to Claims or Interests, as applicable, against or in, Dex Media East, Inc. (Debtor 8), and each of the classes beginning with the number nine (9) relates to Claims or Interests, as applicable, against or in, Dex Media East Finance Co. (Debtor 9). |
52
writing will govern), each Holder of an Allowed Claim in Class 8A or 9A that is due and
payable on or before the Effective Date shall receive, on account of, and in full and complete
settlement, release and discharge of, and in exchange for, such Claim, at the election of the
Debtors, (i) cash equal to the amount of such Allowed Claim in Class 8A or 9A in accordance with
Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as
reasonably practicable thereafter) and (b) the date such Claim in Class 8A or 9A becomes an Allowed
Claim in Class 8A or 9A, or as soon thereafter as is practicable, or (ii) such other treatment
required to render such Allowed Priority Non-Tax Claim Unimpaired pursuant to Section 1124 of the
Bankruptcy Code. All Allowed Claims in Classes 8A and 9A which are not due and payable on or
before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and
payable in the ordinary course of business in accordance with the terms thereof.
(c) Voting: Claims in Classes 8A and 9A are Unimpaired. Each Holder of an Allowed Claim in
Class 8A or 9A shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f)
of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.8.2 Classes 8B and 9B: Other Secured Claims
(a) Classification: Classes 8B and 9B consist of all Other Secured Claims against the DME
Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Claim in Class 8B or 9B becomes an Allowed Claim in
Class 8B or 9B, each Holder of an Allowed Claim in Class 8B or 9B, if any, shall receive, on
account of, and in full and complete settlement, release and discharge of, and in exchange for,
such Allowed Claim in Class 8B or 9B, at the election of the Debtors, in consultation with the
Consenting Noteholders, (a) Reinstatement of any such Allowed Claim in Class 8B or 9B pursuant to
Section 1124 of the Bankruptcy Code; (b) payment in full, in cash, of such Allowed Other Secured
Claim; (c) satisfaction of any such Allowed Claim in Class 8B or 9B by delivering the collateral
securing any such Claim and paying any interest required to be paid under Section 506(b) of the
Bankruptcy Code; or (d) providing such Holder with such treatment in accordance with Section
1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy Court. The Debtors failure
to object to any Claim in Class 8B or 9B in the Chapter 11 Cases shall be without prejudice to the
rights of the Debtors or the Reorganized Debtors to contest or otherwise defend against such Claim
in the appropriate forum when and if such Claim is sought to be enforced by the Holder of such
Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or Reorganized Debtors from
challenging the validity of any alleged Lien on any asset of any Debtor or Reorganized Debtor or
the value of any such collateral.
(c) Voting: Claims in Classes 8B and 9B are Unimpaired. Each Holder of an Allowed Claim in
Class 8B or 9B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f)
of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
3.8.3 Classes 8C and 9C: Convenience Claims
53
(a) Classification: Classes 8C and 9C consist of all Convenience Claims against the DME
Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Claim in Class 8C or 9C becomes an Allowed Claim in Class 8C or
9C, each Holder of an Allowed Claim in Class 8C or 9C shall receive, on account of, and in full and
complete satisfaction, settlement, release and discharge of, and in exchange for, such Allowed
Claim in Class 8C or 9C, an amount equal to one hundred percent (100%) of such Allowed Claim in
Class 8C or 9C, subject to a cap of $5,000; provided, however, that if the Allowed
Convenience Claims in the aggregate against all of the Debtors exceed the Maximum Convenience Class
Payment, then Holders of Convenience Class claims shall receive their Pro Rata share of the Maximum
Convenience Class Payment.
(c) Election: Any Holder of a Claim in Class 8E or 9E that desires treatment of such Claim as
a Convenience Claim shall make such election on the Ballot to be provided to Holders of Impaired
Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the Plan) and
return such Ballot to the address specified therein on or before the Voting Deadline. Any election
made after the Voting Deadline shall not be binding on the Debtors unless the Voting Deadline is
expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Claims in Class 8C and 9C are Impaired. Each Holder of an Allowed Claim in Class
8C or 9C shall be entitled to vote to accept or reject the Plan.
3.8.4 Classes 8D and 9D: DME Lenders Guaranty Claims
(a) Classification: Classes 8D and 9D consist of all DME Lenders Guaranty Claims against the
DME Guarantor Debtors.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Allowed Claims in Classes 8D and 9D,
as of the Effective Date, each Holder of an Allowed Class 8D or 9D Claim (as the case may be) shall
be entitled to the treatment set forth in greater detail in the DME Lenders Plan Support Agreement
appended to the Disclosure Statement as Exhibit B, including, without limitation, such rights as
set forth in the Amended and Restated DME Credit Agreement, the Amended and Restated DME Lenders
Guaranty & Collateral Agreement and such other definitive documentation executed in connection
therewith as of the Effective Date. Holders of Allowed Claims in Classes 8D and 9D shall receive
no additional consideration under the Plan on account of such Allowed Claims in Classes 8D and 9D.
(c) Voting: Claims in Classes 8D and 9D are Impaired. Each Holder of an Allowed Claim in
Class 8D or 9D shall be entitled to vote to accept or reject the Plan.
3.8.5 Classes 8E and 9E: General Unsecured Claims
(a) Classification: Classes 8E and 9E consist of all General Unsecured Claims against the DME
Guarantor Debtors.
54
(b) Treatment: Each Holder of an Allowed Claim in Class 8E or 9E, including claims under
contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate motion)
and trade payables, shall receive the following treatment at the option of the Debtors: (i) on the
Effective Date, or as soon thereafter as practicable, payment in cash equal to 100% of such Allowed
Claim in Class 8E or 9E; or (ii) the assumption or payment in full or in part of any such Allowed
Claim as such Claim becomes due in the ordinary course of business. The Debtors shall reserve all
rights to challenge the legal basis and amount of any Claims in Class 8E or 9E.
(c) Voting: Claims in Classes 8E and 9E are Impaired. Each Holder of an Allowed Claim in
Class 8E or 9E shall be entitled to vote to accept or reject the Plan.
3.8.6 Classes 8F and 9F: Intercompany Claims
(a) Classification: Classes 8F and 9F consist of all Intercompany Claims against the DME
Guarantor Debtors.
(b) Treatment: Holders of Allowed Class 8F and 9F Claims shall receive no monetary
distributions on account of such Allowed Class 8F and 9F Claim, and all of the Allowed Class 8F and
9F Claims shall be deemed settled, cancelled and extinguished; provided, however,
that any Allowed Class 8F or 9F Claims may be reinstated, in full or in part, to the extent the
Debtors and a Majority of Consenting Noteholders agree to such treatment. Subject to the foregoing
proviso, no Holder of an Allowed Class 8F or 9F Claims shall be entitled to, or shall receive or
retain, any property or interest in property on account of such Allowed Class 8F or 9F Claim.
(c) Voting: Claims in Classes 8F and 9F are Impaired. Each Holder of an Allowed Claim in
Class 8F or 9F shall be entitled to vote to accept or reject the Plan
3.8.7 Classes 8G and 9G: Interests
(a) Classification: Classes 8G and 9G consist of all Interests in the DME Guarantor Debtors.
(b) Treatment: As of the Petition Date, each Holder of an Allowed Interest in Class 8G or 9G
shall retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest
in Class 8G or 9G entitles the Holder immediately prior to the Effective Date.
(c) Voting: Interests in Classes 8G and 9G are Unimpaired. Each Holder of an Allowed
Interest in Class 8G or 9G shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.9 Classification and Treatment of Claims Against and Interests In the RHDI Guarantor
Debtors (Debtors 10 through 16)
3.9.1 Classes 10A through 16A: Priority Non-Tax Claims
55
(a) Classification: Classes 10A through 16A consist of all Priority Non-Tax Claims against
the RHDI Guarantor Debtors.11
(b) Treatment: Except to the extent that a Holder of an Allowed Claim in Classes 10A through
16A has agreed in writing to a different treatment (in which event such other writing will govern),
each Holder of an Allowed Claim in Classes 10A through 16A that is due and payable on or before the
Effective Date shall receive, on account of, and in full and complete settlement, release and
discharge of, and in exchange for, such Claim, at the election of the Debtors, (i) cash equal to
the amount of such Allowed Claim in Classes 10A through 16A in accordance with Section 1129(a)(9)
of the Bankruptcy Code, on the later of (a) the Effective Date (or as soon as reasonably
practicable thereafter) and (b) the date such Claim in Classes 10A through 16A becomes an Allowed
Claim in Classes 10A through 16A (or as soon thereafter as is practicable) or (ii) such other
treatment required to render such Allowed Claim in Classes 10A through 16A Unimpaired pursuant to
Section 1124 of the Bankruptcy Code. All Allowed Claims in Classes 10A through 16A which are not
due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such
claims become due and payable in the ordinary course of business in accordance with the terms
thereof.
(c) Voting: Claims in Classes 10A through 16A are Unimpaired. Each Holder of an Allowed
Claim in Classes 10A through 16A shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.9.2 Classes 10B through 16B: Other Secured Claims
(a) Classification: Classes 10B through 16B consist of all Other Secured Claims against the
RHDI Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Claim in Classes 10B through 16B becomes an Allowed
Claim in Classes 10B through 16B, each Holder of an Allowed Claim in Classes 10B through 16B, if
any, shall receive, on account of, and in full and complete settlement, release and discharge of,
and in exchange for, such Allowed Claim in Classes 10B through 16B, at the election of the Debtors,
in consultation with the Consenting Noteholders, (a) Reinstatement of any such Allowed Other
Secured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in full, in cash, of
such Allowed Other Secured Claim; (c) satisfaction of any such Allowed Claim in Classes 10B through
16B by delivering the collateral securing any such Claim and paying any interest required to be
paid under Section 506(b) of the Bankruptcy Code; or (d) providing such Holder with such treatment
in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the Bankruptcy
Court. The Debtors
11 | For ease of reference, each of the classes beginning with the number: (i) ten (10) relates to Claims or Interests, as applicable, against or in, DonTech Holdings, LLC; (ii) eleven (11) relates to Claims or Interests, as applicable, against or in, DonTech II Partnership; (iii) twelve (12) relates to Claims or Interests, as applicable, against or in R.H. Donnelley Publishing & Advertising of Illinois Holdings, LLC; (iv) thirteen (13) relates to Claims or Interests, as applicable, against or in R.H. Donnelley Publishing & Advertising of Illinois Partnership; (v) fourteen (14) relates to Claims or Interests, as applicable, against or in Get Digital Smart, Inc.; (vi) fifteen (15) relates to Claims or Interests, as applicable, against or in R.H. Donnelley APIL, Inc.; and (vii) sixteen (16) relates to Claims or Interests, as applicable, against or in R.H. Donnelley Publishing & Advertising, Inc. |
56
failure to object to any Claim in Classes 10B through 16B in the Chapter 11 Cases shall be
without prejudice to the rights of the Debtors or the Reorganized Debtors to contest or otherwise
defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced
by the Holder of such Claim. Nothing in the Plan or elsewhere shall preclude the Debtors or
Reorganized Debtors from challenging the validity of any alleged Lien on any asset of any Debtor or
Reorganized Debtor or the value of any such collateral.
(c) Voting: Claims in Classes 10B through 16B are Unimpaired. Each Holder of an Allowed
Claim in Classes 10B through 16B shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.9.3 Classes 10C through 16C: Convenience Claims
(a) Classification: Classes 10C through 16C consist of all Convenience Claims against the
RHDI Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Claim in Classes 10C through 16C becomes an Allowed Claim in
Classes 10C through 16C, each Holder of an Allowed Claim in Classes 10C through 16C shall receive,
on account of, and in full and complete satisfaction, settlement, release and discharge of, and in
exchange for, such Allowed Claim in Classes 10C through 16C, an amount equal to one hundred percent
(100%) of such Allowed Claim, subject to a cap of $5,000; provided, however, that
if the Allowed Convenience Claims in the aggregate against all of the Debtors exceed the Maximum
Convenience Class Payment, then Holders of Claims in Classes 10C through 16C shall receive their
Pro Rata share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Classes 10F through 16F that desires treatment of such
Claim as a Convenience Claim shall make such election on the Ballot to be provided to Holders of
Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the
Plan) and return such Ballot to the address specified therein on or before the Voting Deadline.
Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting
Deadline is expressly waived in writing by the Debtors with respect to any such Claim.
(d) Voting: Claims in Classes 10C through 16C are Impaired. Each Holder of an Allowed Claim
in Classes 10C through 16C shall be entitled to vote to accept or reject the Plan.
3.9.4 Classes 10D through 16D: RHDI Lenders Guaranty Claims
(a) Classification: Classes 10D through 16D consist of all RHDI Lenders Guaranty Claims
against the RHDI Guarantor Debtors.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Allowed Claims in Classes 10D
through 16D, as of the Effective Date, each Holder of an Allowed Class 10D through 16D Claim (as
the case may be) shall be entitled to the treatment set forth in greater
57
detail in the RHDI Lenders Plan Support Agreement appended to the Disclosure Statement as
Exhibit B, including, without limitation, such rights as set forth in the Amended and Restated RHDI
Lenders Guaranty & Collateral Agreement executed as of the Effective Date. Holders of Allowed
Claims in Classes 10D through 16D shall receive no additional consideration under the Plan on
account of such Allowed Claims in Classes 10D through 16D.
(c) Voting: Claims in Classes 10D through 16D are Impaired. Each Holder of an Allowed Claim
in Classes 10D through 16D shall be entitled to vote to accept or reject the Plan.
3.9.5 Classes 10E through 16E: RHDI Noteholders Guaranty Claims
(a) Classification: Classes 10E through 16E consist of all RHDI Noteholders Guaranty Claims
against the RHDI Guarantor Debtors.
(b) Treatment: On or as soon as practicable after the Effective Date, in full and complete
settlement, release and discharge of, and in exchange for, the Allowed Claims in Classes 10E
through 16E, each Holder of an Allowed Claim in Classes 10E through 16E shall receive the same
treatment as provided to Allowed Claims in Class 3E, and Holders of such Allowed Claims in Classes
10E through 16E shall receive no additional consideration under the Plan on account of such Allowed
Claims in Classes 10E through 16E. For the avoidance of doubt, to the extent that a Notes
Indenture Trustee and a Noteholder each file a Proof of Claim evidencing a duplicative Class 10E
through 16E Claim, only the Claim of the Notes Indenture Trustee shall be Allowed.
(c) Voting: Claims in Classes 10E through 16E are Impaired. Each Holder of an Allowed Claim
in Classes 10E through 16E shall be entitled to vote to accept or reject the Plan.
3.9.6 Classes 10F through 16F: General Unsecured Claims
(a) Classification: Classes 10F through 16F consist of all General Unsecured Claims against
the RHDI Guarantor Debtors.
(b) Treatment: Each Holder of an Allowed Claim in Classes 10F through 16F, including claims
under contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate
motion) and trade payables, shall receive the following treatment at the option of the Debtors: (i)
on the Effective Date, or as soon thereafter as practicable, payment in cash equal to 100% of such
Allowed Claim in Class 10F through 16F; or (ii) the assumption or payment in full or in part of any
such Allowed Claim as such Claim becomes due in the ordinary course of business. The Debtors shall
reserve all rights to challenge the legal basis and amount of any Claims in Classes 10F through
16F.
(c) Voting: Claims in Classes 10F through 16F are Impaired. Each Holder of an Allowed Claim
in Classes 10F through 16F shall be entitled to vote to accept or reject the Plan.
3.9.7 Classes 10G through 16G: Intercompany Claims
58
(a) Classification: Classes 10G through 16G consist of all Intercompany Claims against the
RHDI Guarantor Debtors.
(b) Treatment: Holders of Allowed Claims in Classes 10G through 16G shall receive no monetary
distributions on account of such Allowed Claims, and all of the Allowed Claims in Classes 10G
through 16G shall be deemed settled, cancelled and extinguished; provided, however,
that any Allowed Claim in Classes 10G through 16G may be reinstated, in full or in part, to the
extent the Debtors and a Majority of Consenting Noteholders agree to such treatment. Subject to
the foregoing proviso, no Holder of an Allowed Claim in Classes 10G through 16G shall be entitled
to, or shall receive or retain, any property or interest in property on account of such Allowed
Claim in Classes 10G through 16G.
(c) Voting: Claims in Classes 10G through 16G are Impaired. Each Holder of an Allowed Claim
in Class 10G through 16G shall be entitled to vote to accept or reject the Plan.
3.9.8 Classes 10H through 16H: Interests
(a) Classification: Classes 10H through 16H consist of all Interests in the RHDI Guarantor
Debtors.
(b) Treatment: As of the Effective Date, each Holder of an Allowed Interest in Classes 10H
through 16H shall retain, unaltered, the legal, equitable and contractual rights to which such
Allowed Interest in Classes 10H through 16H entitles the Holder immediately prior to the Effective
Date.
(c) Voting: Interests in Classes 10H through 16H are Unimpaired. Each Holder of an Allowed
Interest in Classes 10H through 16H shall be conclusively deemed to have accepted the Plan pursuant
to Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept
or reject the Plan.
3.10 Classification and Treatment of Claims Against and Interests In the Non-Guarantor
Debtors Other than RHD Service LLC (Debtors 17 through 19)
3.10.1 Classes 17A through 19A: Priority Non-Tax Claims
(a) Classification: Classes 17A through 19A consist of all Priority Non-Tax Claims against
the Non-Guarantor Debtors.12
(b) Treatment: Except to the extent that a Holder of an Allowed Claim in Classes 17A through
19A has agreed in writing to a different treatment (in which event such other writing will govern),
each Holder of an Allowed Claim in Classes 17A through 19A that is due and payable on or before the
Effective Date shall receive, on account of, and in full and complete settlement, release and
discharge of, and in exchange for, such Claim, at the election of
12 | For ease of reference, each of the classes beginning with the number: (i) seventeen (17) relates to Claims or Interests, as applicable, against or in, Dex Media Service LLC; (ii) eighteen (18) relates to Claims or Interests, as applicable, against or in, Business.com, Inc.; and (iii) nineteen (19) relates to Claims or Interests, as applicable, against or in Work.com, Inc. |
59
the Debtors, (i) cash equal to the amount of such Allowed Claim in Classes 17A through 19A in
accordance with Section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date
(or as soon as reasonably practicable thereafter) and (b) the date such Claim in Classes 17A
through 19A becomes an Allowed Claim in Classes 17A through 19A, or as soon thereafter as is
practicable, or (ii) such other treatment required to render such Allowed Claim in Classes 17A
through 19A Unimpaired pursuant to Section 1124 of the Bankruptcy Code. All Allowed Claims in
Classes 17A through 19A which are not due and payable on or before the Effective Date shall be paid
by the Reorganized Debtors when such claims become due and payable in the ordinary course of
business in accordance with the terms thereof.
(c) Voting: Claim in Classes 17A through 19A are Unimpaired. Each Holder of an Allowed
Claim in Classes 17A through 19A shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.10.2 Classes 17B through 19B: Other Secured Claims
(a) Classification: Classes 17B through 19B consist of all Other Secured Claims against the
Non-Guarantor Debtors.
(b) Treatment: On or as soon as reasonably practicable after, the latest to occur of (i) the
Effective Date or (ii) the date on which such Claim in Classes 17B through 19B becomes an Allowed
Claim in Classes 17B through 19B, each Holder of an Allowed Claim in Classes 17B through 19B, if
any, shall receive, on account of, and in full and complete settlement, release and discharge of,
and in exchange for, such Allowed Claim in Classes 17B through 19B, at the election of the Debtors,
in consultation with the Consenting Noteholders, (a) Reinstatement of any such Claim in Classes 17B
through 19B pursuant to Section 1124 of the Bankruptcy Code; (b) payment in full, in cash, of such
Allowed Claim in Classes 17B through 19B; (c) satisfaction of any such Allowed Claim in Classes 17B
through 19B by delivering the collateral securing any such Claim and paying any interest required
to be paid under Section 506(b) of the Bankruptcy Code; or (d) providing such Holder with such
treatment in accordance with Section 1129(b) of the Bankruptcy Code as may be determined by the
Bankruptcy Court. The Debtors failure to object to any Claim in Classes 17B through 19B in the
Chapter 11 Cases shall be without prejudice to the rights of the Debtors or the Reorganized Debtors
to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim
is sought to be enforced by the Holder of such Claim. Nothing in the Plan or elsewhere shall
preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged Lien on
any asset of any Debtor or Reorganized Debtor or the value of any such collateral.
(c) Voting: Claims in Classes 17B through 19B are Unimpaired. Each Holder of an Allowed
Claim in Classes 17B through 19B shall be conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or
reject the Plan.
3.10.3 Classes 17C through 19C: Convenience Claims
(a) Classification: Classes 17C through 19C consist of all Convenience Claims against the
Non-Guarantor Debtors.
60
(b) Treatment: On or as soon as reasonably practicable after, the latest of (i) the Effective
Date or (ii) the date on which such Claim in Classes 17C through 19C becomes an Allowed Claim in
Classes 17C through 19C, each Holder of an Allowed Claim in Classes 17C through 19C shall receive,
on account of, and in full and complete satisfaction, settlement, release and discharge of, and in
exchange for, such Allowed Claim in Classes 17C through 19C, an amount equal to one hundred percent
(100%) of such Allowed Claim, subject to a cap of $5,000; provided, however, that
if the Allowed Convenience Claims in the aggregate against all of the Debtors exceed the Maximum
Convenience Class Payment, then Holders of Convenience Class claims shall receive their Pro Rata
share of the Maximum Convenience Class Payment.
(c) Election: Any Holder of a Claim in Classes 17D through 19D that desires treatment of such
Claim as a Convenience Claim shall make such election on the Ballot to be provided to Holders of
Impaired Claims entitled to vote to accept or reject the Plan (as specified in Section 4.1 of the
Plan) and return such Ballot to the address specified therein on or before the Voting Deadline.
Any election made after the Voting Deadline shall not be binding on the Debtors unless the Voting
Deadline is expressly waived in writing by the Debtors with respect to any such Claim.
3.10.4 Voting: Claims in Classes 17C through 19C are Impaired. Each Holder of an Allowed
Claim in Classes 17C through 19C shall be entitled to vote to accept or reject the Plan.
3.10.5 Classes 17D through 19D: General Unsecured Claims
(a) Classification: Classes 17D through 19D consist of all General Unsecured Claims against
the Non-Guarantor Debtors.
(b) Treatment: Each Holder of an Allowed Claim in Classes 17D through 19D, including claims
under contracts and unexpired leases rejected by the Debtors herein (or pursuant to a separate
motion) and trade payables, shall receive the following treatment at the option of the Debtors: (i)
on the Effective Date, or as soon thereafter as practicable, payment in cash equal to 100% of such
Allowed Claim in Class 17D through 19D; or (ii) the assumption or payment in full or in part of any
such Allowed Claim as such Claim becomes due in the ordinary course of business. The Debtors shall
reserve all rights to challenge the legal basis and amount of any Claims in Classes 17D through
19D.
(c) Voting: Claims in Classes 17D through 19D are Impaired. Each Holder of an Allowed Claim
in Classes 17D through 19D shall be entitled to vote to accept or reject the Plan.
3.10.6 Classes 17E through 19E: Intercompany Claims
(a) Classification: Classes 17E through 19E consist of all Intercompany Claims against the
Non-Guarantor Debtors.
(b) Treatment: Holders of Allowed Claims in Classes 17E through 19E shall receive no monetary
distributions on account of such Allowed Claims, and all of the Allowed Claims in Classes 17E
through 19E shall be deemed settled, cancelled and
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extinguished; provided, however, that any Allowed Claim in Classes 17E through
19E may be reinstated, in full or in part, to the extent the Debtors and a Majority of Consenting
Noteholders agree to such treatment. Subject to the foregoing proviso, no Holder of an Allowed
Claim in Classes 17E through 19E shall be entitled to, or shall receive or retain, any property or
interest in property on account of such Allowed Claim in Classes 17E through 19E.
(c) Voting: Claims in Classes 17E through 19E are Impaired. Each Holder of an Allowed Claim
in Classes 17E through 19E shall be entitled to vote to accept or reject the Plan.
3.10.7 Classes 17F through 19F: Interests
(a) Classification: Classes 17F through 19F consist of all Interests in the Non-Guarantor
Debtors.
(b) Treatment: As of the Effective Date, each Holder of an Allowed Interest in Classes 17F
through 19F shall retain, unaltered, the legal, equitable and contractual rights to which such
Allowed Interest in Classes 17F through 19F entitles the Holder immediately prior to the Effective
Date.
(c) Voting: Interests in Classes 17F through 19F are Unimpaired. Each Holder of an Allowed
Interest in Classes 17F through 19F shall be conclusively deemed to have accepted the Plan pursuant
to Section 1126(f) of the Bankruptcy Code, and, therefore, shall not be entitled to vote to accept
or reject the Plan.
3.11 Classification and Treatment of Claims Against and Interests In RHD Service LLC
(Debtor 20)
3.11.1 Class 20A: Intercompany Claims
(a) Classification: Class 20A consists of all Intercompany Claims against RHD Service LLC.
(b) Treatment: With respect to the Allowed Claims in Class 20A, as of the Effective Date, RHD
Service LLC shall repay in cash the aggregate principal amount of (i) $50,000,000 to DME, (ii)
$50,000,000 to RHDI, and (iii) $75,000,000 to DMW, on account of, and in full and complete
satisfaction, settlement, release and discharge of and in exchange for their respective Allowed
Claims in Class 20A.
(c) Voting: Claims in Class 20A are Impaired. Each Holder of an Allowed Claim in Class 20A
shall be entitled to vote to accept or reject the Plan.
3.11.2 Class 20B: Interests
(a) Classification: Class 20B consists of all Interests in RHD Service LLC.
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(b) Treatment: As of the Effective Date, each Holder of an Allowed Interest in Class 20B
shall retain, unaltered, the legal, equitable and contractual rights to which such Allowed Interest
in Class 20B entitles the Holder immediately prior to the Effective Date.
(c) Voting: Interests in Class 20B are Unimpaired. Each Holder of an Allowed Interest in
Class 20B shall be conclusively deemed to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code, and, therefore, shall not be entitled to vote to accept or reject the Plan.
ARTICLE IV: ACCEPTANCE OR REJECTION OF PLAN
4.1 Impaired Classes of Claims and Interests Entitled to Vote.
Holders of Claims or Interests in each Impaired Class of Claims or Interests that receive or
retain property under the Plan will be solicited with respect to the Plan and are entitled to vote
to accept or reject the Plan.
4.2 Acceptance by an Impaired Class.
Pursuant to Section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have
accepted the Plan if, after excluding any Claims held by any Holder designated pursuant to Section
1126(e) of the Bankruptcy Code, (a) the Holders of at least two-thirds in dollar amount of the
Allowed Claims actually voting in such Class have voted to accept the Plan, and (b) more than
one-half in number of such Allowed Claims actually voting in such Class have voted to accept the
Plan.
4.3 Deemed Acceptance of the Plan.
Classes of Claims or Interests designated as Unimpaired are conclusively presumed to accept
the Plan pursuant to Section 1126(f) of the Bankruptcy Code, and the votes of the Holders of such
Claims or Interests will not be solicited.
4.4 Presumed Rejection of the Plan.
Class 1I is Impaired by this Plan, and Holders of Interests in Class 1I will not receive or
retain any property under the Plan. Under Section 1126(g) of the Bankruptcy Code, Holders of Class
1I Interests are conclusively presumed to reject the Plan and thus the votes of such Holders of
Class 1I Interests will not be solicited.
4.5 Confirmability and Severability of the Plan.
4.5.1 Consensual Confirmation. The Confirmation requirements of Section 1129(a) of
the Bankruptcy Code must be satisfied separately with respect to each Debtor. Therefore,
notwithstanding the combination of the separate plans of reorganization of all Debtors in the Plan
for purposes of, among other things, economy and efficiency, the Plan shall be deemed a separate
chapter 11 plan for each such Debtor.
4.5.2 Cramdown. With respect to any Impaired Class of Claims that fails to accept
the Plan in accordance with Section 1129(a) of the Bankruptcy Code, if any, including
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any Classes that may be created pursuant to any amendments to the Plan, the Debtors will
request that the Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy Code
with respect to any such non-accepting Classes, in which case or cases, the Plan shall constitute a
motion for such relief.
4.5.3 Reservation of Rights. The Debtors reserve the right to amend, modify,
supplement, or withdraw the Plan, any other plan, or the Plan in its entirety, for any reason,
including, without limitation, in the event that any separate plan for a particular Debtor is not
confirmed; provided, however, that any amendment, modification or supplement to the
Plan (i) is reasonably acceptable to a Majority of Consenting Noteholders in accordance with the
Noteholders Support Agreement and Noteholders Plan Term Sheet and (ii) shall not be inconsistent
with the terms of the Banks Support Agreements. In addition, should the Plan, or any individual
Debtors plan, fail to be accepted by the requisite number and amount of Claims and Interests
voting, as required to satisfy Section 1129 of the Bankruptcy Code, and notwithstanding any other
provision of the Plan to the contrary, the Debtors reserve the right to amend, modify, supplement,
or withdraw the Plan in its entirety; provided, however, that any amendment,
modification or supplement to the Plan (i) is reasonably acceptable to a Majority of Consenting
Noteholders in accordance with the Noteholders Support Agreement and Noteholders Plan Term Sheet
and (ii) shall not be inconsistent with the terms of the Banks Support Agreements.
ARTICLE V : MEANS FOR IMPLEMENTATION OF THE PLAN
5.1 Non-Substantive Consolidation.
The Plan is a joint plan that does not provide for substantive consolidation of the Debtors
Estates, and on the Effective Date, the Debtors Estates shall not be deemed to be substantively
consolidated for purposes hereof. Unless otherwise provided by the Plan or the Confirmation Order,
Allowed Claims held against one Debtor will be satisfied solely from the cash and assets of such
Debtor and its Estate, provided that, to the extent of any insufficiency, funds or other property
may be advanced to the relevant Debtor(s) by any of the Estates of the Debtors. Except as
specifically set forth herein, nothing in the Plan or the Disclosure Statement shall constitute or
be deemed to constitute an admission that any one or all of the Debtors is subject to or liable for
any Claims against any other Debtor. A Claim against multiple Debtors will be treated as a
separate Claim against each Debtors Estate for all purposes (including, but not limited to, voting
and distribution; provided, however, that there shall be only a single recovery on
account of such Claims and any distribution from a Debtor on account of such Claims shall take into
account the Distributions to be made by other Debtors on account of such Claims pursuant to the
Plan), and such Claims shall be administered and treated in the manner provided in the Plan.
5.2 Corporate Governance, Directors, Officers and Corporate Action.
5.2.1 Certificate of Incorporation; By-Laws; Limited Liability Company Agreement; Limited
Partnership Agreement.
(a) On the Effective Date, the Certificate of Incorporation and By-Laws of Reorganized RHDC in
the forms attached hereto as Exhibit 5.2.1(1) and Exhibit 5.2.1(2)
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of the Plan (to be filed with the Plan Supplement) shall go into effect. The Certificate of
Incorporation and By-Laws of Reorganized RHDC shall include (i) provisions authorizing shares of
New RHDC Common Stock in the numbers set forth therein of which a portion shall initially be issued
and outstanding as of the Effective Date; provided, however, that shares
representing no less than ten percent (10%) of the New RHDC Common Stock on a fully diluted basis
shall be reserved for issuance pursuant to the Management Incentive Plan and (ii) provisions, to
the extent necessary or appropriate, effectuating the provisions of the Plan. Consistent with, but
only to the extent required by, Section 1123(a)(6) of the Bankruptcy Code, the Certificate of
Incorporation shall, among other things, prohibit the issuance of non-voting equity securities.
(b) The certificates or articles of incorporation, by-laws, limited liability company
agreements and partnership agreements, as applicable, of each of the Reorganized Debtors shall be
amended as necessary to (a) include director and officer liability exculpation and indemnity
provisions (including advancement of expenses) to the fullest extent permitted by Delaware law (or
the law of the state of organization, if not Delaware), and (b) satisfy the provisions of the Plan
and the Bankruptcy Code. After the Effective Date, the Reorganized Debtors may amend and restate
their certificates or articles of incorporation, by-laws, limited liability company agreements and
partnership agreements, as applicable, as permitted by applicable law and subject to the Amended
and Restated Credit Documents.
5.2.2 Directors and Officers of Reorganized RHDC. As of the Effective Date, the
initial directors of Reorganized RHDC shall be the persons identified in Exhibit 5.2.2 which shall
be attached as an Exhibit to the Plan Supplement. The term of any current members of the board of
directors of RHDC not identified as members of the initial board of directors of Reorganized RHDC
shall expire as of the Effective Date. The initial board of directors of Reorganized RHDC shall
consist of seven (7) directors, including (a) the chief executive officer of Reorganized RHDC, (b)
three (3) directors selected by Franklin Advisers, Inc., and (c) three (3) directors selected by
the Consenting Noteholders; provided, however, that the Consenting Noteholders shall interview and
consider any then serving directors of the RHDC Board of Directors who wish to be considered as a
candidate for the Reorganized RHDC Board of Directors.
5.2.3 In accordance with Section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose
in Exhibit 5.2.2 of the Plan the identity and affiliations of any person proposed to serve on the
initial board of directors of Reorganized RHDC, and to the extent such person is an insider other
than by virtue of being a director, the nature of any compensation for such person. Each director
of Reorganized RHDC shall serve from and after the Effective Date pursuant to the terms of the
Certificate of Incorporation, By-Laws and applicable law. On the Effective Date, the term of any
current directors of the board of directors of RHDC not identified as directors of Reorganized RHDC
shall expire and such persons shall be deemed to have been removed as a director on the Effective
Date. All existing executive officers of Reorganized RHDC are expected to continue to serve in
their existing capacities.
5.2.4 Management of Reorganized Debtors Other Than Reorganized RHDC. The board of
directors of each Reorganized Debtor (other than Reorganized RHDC) shall be identified and selected
by the board of directors of Reorganized RHDC and consist of some or all of the members of the
board of directors of Reorganized RHDC. All existing executive officers
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of the Reorganized Debtors are currently expected to continue to serve in their existing
capacities.
5.2.5 Corporate Action. On the Effective Date, the adoption of the Certificate of
Incorporation or similar constituent documents, the adoption of the By-Laws, the Registration
Rights Agreement, the selection of directors and officers for Reorganized RHDC and the Reorganized
Debtors, and all other actions contemplated by the Plan shall be authorized and approved in all
respects (subject to the provisions of the Plan). All matters provided for in the Plan involving
the entity structure of the Debtors or the Reorganized Debtors, and any entity action required by
the Debtors or the Reorganized Debtors in connection with the Plan, shall be deemed to have timely
occurred in accordance with applicable law and shall be in effect, without any requirement of
further action by the security holders, directors, managers, partners or shareholders of
Reorganized RHDC, the Debtors or the Reorganized Debtors. On the Effective Date, the appropriate
directors and officers of Reorganized RHDC and/or of the other Reorganized Debtors are authorized
and directed to issue, execute and deliver the agreements, documents, securities and instruments
contemplated by the Plan (including, without limitation, the Amended and Restated Credit
Documents) in the name of and on behalf of Reorganized RHDC and/or the other Reorganized Debtors.
5.3 Issuance and Distribution of New Securities and Related Matters.
5.3.1 Issuance of New RHDC Common Stock and New RHDC Notes. On the Effective Date,
Reorganized RHDC shall (i) issue up to the number of shares of New RHDC Common Stock to be
authorized pursuant to the Certificate of Incorporation and all instruments, certificates and other
documents required to be issued or distributed pursuant to the Plan without further act or action
under applicable law, regulation, order or rule; provided, however, that shares
representing no less than ten percent (10%) of the New RHDC Common Stock on a fully diluted basis
shall be reserved for issuance pursuant to the Management Incentive Plan; and (ii) issue the New
RHDC Notes for distribution in accordance with the Plan.
5.3.2 The issuance and distribution of the New RHDC Common Stock and New RHDC Notes under or
in connection with the Plan shall be, and shall be deemed to be, exempt from registration under any
applicable federal or state securities laws to the fullest extent permissible under applicable
non-bankruptcy law and under bankruptcy law, including, without limitation, Section 1145(a) of the
Bankruptcy Code. Without limiting the effect of Section 1145 of the Bankruptcy Code, all
documents, agreements and instruments entered into on or as of the Effective Date contemplated by
or in furtherance of the Plan shall become effective and binding in accordance with their
respective terms and conditions upon the parties thereto. In addition, all of the shares of New
RHDC Common Stock and the New RHDC Notes issued pursuant to the Plan shall be fully paid and
non-assessable and freely tradeable under Section 1145 of the Bankruptcy Code; provided,
however, that to the extent that any of the New RHDC Common Stock or New RHDC Notes are not
freely tradeable under Section 1145, the Holders thereof shall have customary demand and S-3
registration rights as set forth in and subject to any applicable Registration Rights Agreement.
5.3.3 Distribution of New RHDC Common Stock and New RHDC Notes. On or as soon as
reasonably practicable after the Effective Date, all of the shares of the New RHDC Common Stock and
the New RHDC Notes to which any Holder of a Claim shall become
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entitled pursuant to the Plan shall be made by delivery of one or more certificates
representing such shares or notes as described herein or issued in the name of such Holder or DTC
or its nominee or nominees in accordance with DTCs book-entry exchange procedures, as contemplated
by Section 7.5.2 hereof, subject to the terms and conditions of the Plan. In the period pending
distribution of the New RHDC Common Stock and New RHDC Notes to any Holder of a Claim entitled to
receive such distribution, such Holder shall be entitled to exercise any voting rights and receive
any dividends or other distributions payable in respect of such Holders New RHDC Common Stock
and/or New RHDC Notes (including, without limitation receiving any proceeds of any permitted
transfer of such New RHDC Common Stock or RHDC Notes), and to exercise all other rights in respect
of the New RHDC Common Stock or New RHDC Notes (so that such Holder shall be deemed for tax
purposes to be the owner of the New RHDC Common Stock or New RHDC Notes issued in the name of such
Holder).
5.4 Reporting Requirements Under Securities Exchange Act of 1934 and Listing on the New York
Stock Exchange or NASDAQ Stock Market. As soon as reasonably practicable after the Effective
Date, Reorganized RHDC shall continue to be a mandatory reporting company under Section 12 of the
Securities Exchange Act of 1934, as amended. In addition, as soon as practicable after the
Effective Date but no later than sixty (60) days after the Effective Date, Reorganized RHDC shall
use its commercially reasonable efforts to obtain the listing of the New RHDC Common Stock for
trading on the New York Stock Exchange (NYSE) or for quotation in the NASDAQ stock market
but will have no liability if it is unable to do so. Persons receiving distributions of New RHDC
Common Stock, by accepting such distributions, shall be deemed to have agreed to cooperate with
Reorganized RHDCs reasonable requests to assist Reorganized RHDC in its efforts to list the New
RHDC Common Stock on the NYSE or for quotation on NASDAQ, including, without limitation, appointing
or supporting the appointment of a sufficient number of directors to the board of directors of
Reorganized RHDC who satisfy the independence and other requirements of the NYSE or NASDAQ and
establishing committees of the board of directors of Reorganized RHDC and agreeing to such other
requirements of listing on the NYSE or NASDAQ.
5.5 Amended and Restated Credit Agreements.
5.5.1 Amended and Restated RHDI Credit Agreement. On the Effective Date, (a)
Reorganized RHDI, as borrower, (b) Reorganized RHDC, as guarantor (c) the RHDI Lenders Agent, and
(d) the Holders of Class 3D Claims shall become party to the Amended and Restated RHDI Credit
Agreement. In addition, on the Effective Date, (a) Reorganized RHDC, Reorganized RHDI and certain
direct and indirect subsidiaries of RHDC that become party thereto, as guarantors, (b) the RHDI
Lenders Agent, and (c) the Holders of Claims in Classes 1D and 10D through 16D shall become party
to the Amended and Restated RHDI Lenders Guaranty & Collateral Agreement.
5.5.2 Amended and Restated DMW Credit Agreement. On the Effective Date, (a)
Reorganized DMW, as borrower, (b) Reorganized DMI and Reorganized Dex Media West, Inc., as
guarantors, (c) the DMW Lenders Agent, and (d) the Holders of Class 4D Claims shall become party to
the Amended and Restated DMW Credit Agreement. In addition, on the Effective Date, (a) Reorganized
DMW, Reorganized Dex Media West, Inc., Reorganized Dex Media West Finance Co., Reorganized RHDC and
certain direct and indirect subsidiaries of RHDC that become party thereto, as guarantors, (b) the
DMW Lenders Agent, and (c) the
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Holders of Claims in Classes 6D and 7D shall become party to the Amended and Restated DMW
Lenders Guaranty & Collateral Agreement.
5.5.3 Amended and Restated DME Credit Agreement. On the Effective Date, (a)
Reorganized DME, as borrower, (b) Reorganized DMI and Reorganized Dex Media East, Inc., as
guarantors (c) the DME Lenders Agent, and (d) the Holders of Class 5D Claims shall become party to
the Amended and Restated DME Credit Agreement. In addition, on the Effective Date, (a) Reorganized
DME, Reorganized Dex Media East, Inc., Reorganized Dex Media East Finance Co., Reorganized RHDC and
certain direct and indirect subsidiaries of RHDC that become party thereto, as guarantors, (b) the
DME Lenders Agent, and (c) the Holders of Claims in Classes 8D and 9D shall become party to the
Amended and Restated DME Lenders Guaranty & Collateral Agreement.
5.6 Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.
On and after the Effective Date, the Reorganized Debtors shall continue to exist as separate
entities in accordance with the applicable law in the respective jurisdiction in which they are
organized and pursuant to their respective certificates or articles of incorporation and by-laws,
limited liability company agreements or partnership agreements in effect prior to the Effective
Date, except to the extent such documents are to be amended pursuant to the terms of the Plan.
Notwithstanding anything to the contrary in the Plan, the Reinstated Claims and Interests and
Impaired Claims and Interests of a particular Debtor or Reorganized Debtor shall remain the
obligations solely of such Debtor or Reorganized Debtor and shall not become obligations of any
other Debtor or Reorganized Debtor by virtue of the Plan, the Chapter 11 Cases, or otherwise.
Except as otherwise provided in the Plan, on and after the Effective Date, all property of the
Estates of the Debtors, including all claims, rights and causes of action and any property acquired
by the Debtors or the Reorganized Debtors under or in connection with the Plan, shall vest in the
Reorganized Debtors free and clear of all Claims, Liens, charges, remedies and other encumbrances.
On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use,
acquire and dispose of property and compromise or settle any Claims without supervision of or
approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or
the Bankruptcy Rules, with the sole exception of any restrictions expressly imposed by the Plan or
the Confirmation Order. Without limiting the foregoing, the Reorganized Debtors may pay the
charges that they incur on or after the Effective Date for professionals fees, disbursements,
expenses or related support services without application to the Bankruptcy Court.
5.7 Cancellation of Notes, Instruments, Debentures and RHDC Interests.
On the Effective Date, except as otherwise provided for herein, all (a) Notes, RHDC Interests,
and any other notes, bonds, indentures (including the Notes Indentures), stockholders agreements,
registration rights agreements, repurchase agreements and repurchase arrangements or other
instruments or documents evidencing or creating any indebtedness or obligations of a Debtor that
relate to Claims or Interests that are Impaired under the Plan shall be cancelled, (b) the
obligations of the Debtors under any agreements, stockholders agreements, registration rights
agreements, repurchase agreements and repurchase arrangements, or indentures (including the Notes
Indentures) governing the Notes, RHDC Interests and any other
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notes, bonds, indentures, or other instruments or documents evidencing or creating any Claims
or Interests against a Debtor that relate to Claims or Interests that are Impaired under the Plan
shall be discharged, and (c) the obligations of the Debtors under the DME Hedge Agreements, DMW
Hedge Agreements and RHDI Hedge Agreements shall be terminated and discharged; provided,
however, that any agreements, notes and related instruments and documents executed and
delivered by any of the Debtors in connection with the DME Credit Agreement, DMW Credit Agreement
or RHDI Credit Agreement shall be subject to the terms and conditions of the Amended and Restated
Credit Documents. Notwithstanding the foregoing and anything contained in the Plan, the Notes
Indentures shall continue in effect to the extent necessary to (i) allow the Debtors, Reorganized
Debtors or the relevant Notes Indenture Trustees to make distributions pursuant to the Plan on or
about the Effective Date on account of the Noteholders Claims under the respective Notes
Indentures, (ii) permit the relevant Notes Indenture Trustee to assert its Notes Indenture Trustee
Charging Lien, (iii) permit the Notes Indenture Trustees to appear in the Chapter 11 Cases, and
(iv) permit the applicable Notes Indenture Trustee to perform any functions that are necessary in
connection with the foregoing clauses (i) through (iii); provided, however, that,
for the avoidance of doubt, the Notes Indentures shall be, and shall be deemed to be, fully and
completely terminated and discharged upon the making of the distributions set forth in clause (i)
hereof. As of the Effective Date, any RHDC Interest that has been authorized to be issued but that
has not been issued shall be deemed cancelled and extinguished without any further action of any
party.
5.8 Cancellation of Liens.
Except as otherwise provided in the Plan, on the Effective Date, any Lien securing any Other
Secured Claim (other than a Lien securing an Other Secured Claim that is Reinstated pursuant to the
Plan) shall be deemed released and the Holder of such Secured Claim shall be authorized and
directed to release any collateral or other property of any Debtor (including any cash collateral)
held by such Holder and to take such actions as may be requested by the Debtors (or the Reorganized
Debtors, as the case may be) to evidence the release of such Lien, including the execution,
delivery, and filing or recording of such releases as may be requested by the Debtors (or the
Reorganized Debtors, as the case may be).
5.9 Compensation and Benefit Programs
5.9.1 Except and to the extent previously assumed by an order of the Bankruptcy Court, as of
the Confirmation Date, but subject to the occurrence of the Effective Date, all Employee Benefit
Plans, including the Employment and Retirement Benefit Agreements, of the Debtors, as amended or
modified, including programs subject to Sections 1114 and 1129(a)(13) of the Bankruptcy Code,
entered into before, on or after the Petition Date and not since terminated, shall be deemed to be,
and shall be treated as though they are, executory contracts that are assumed except for (i)
executory contracts or plans specifically rejected pursuant to the Plan, and (ii) executory
contracts or plans that have previously been rejected, are the subject of a motion to reject or
have been specifically waived by the beneficiaries of any plans or contracts; provided,
however, that (x) the Debtors shall pay all retiree benefits (as defined in Section
1114(a) of the Bankruptcy Code), (y) to the extent applicable, each of the Employment and
Retirement Benefit Agreements shall be amended prior to (or upon) such assumption to provide that
the implementation of the restructuring in accordance with the Plan shall not alone constitute
Good Reason to terminate employment;
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and (z) notwithstanding anything to the contrary in this Section 5.9.1, the assumption of
Employee Benefit Plans not (i) listed on Exhibit C of the Noteholders Plan Term Sheet, or (ii)
otherwise approved, authorized or assumed by an order of the Bankruptcy Court, shall be reasonably
acceptable to a Majority of Consenting Noteholders.
5.9.2 As of the Effective Date, RHDC and any other Reorganized Debtor whose employees are
covered by the Employee Pension Plans shall assume and continue the Employee Pension Plans, satisfy
the minimum funding standards pursuant to 26 U.S.C. § 412 and 29 U.S.C. § 1082, and administer the
Employee Pension Plans in accordance with their terms and the provisions of ERISA. Further,
nothing in the Plan shall be construed in any way as discharging, releasing or relieving the
Debtors or the Debtors successors, including the Reorganized Debtors, or any party, in any
capacity, from liability imposed under any law or regulatory provision with respect to the Employee
Pension Plans or Pension Benefit Guaranty Corporation.
5.10 Management Incentive Plan
As of the Effective Date, Reorganized RHDC shall adopt the Management Incentive Plan
substantially in the form to be attached as an Exhibit to the Plan Supplement, pursuant to which
not less than ten percent (10%) of the fully diluted New RHDC Common Stock shall be reserved for
issuance. Awards under such Management Incentive Plan may be granted either (a) pursuant to action
taken prior to the Effective Date with the consent of the Consenting Noteholders, with such grants
to be effective on the Effective Date, or (b) from time to time on or after the Effective Date, as
determined by the compensation committee of the Reorganized RHDC board of directors in such
committees discretion. On and after the Effective Date, eligible persons who receive awards under
such Management Incentive Plan shall be entitled to the benefits thereof on the terms and
conditions provided for therein. As of the Effective Date, all equity-based awards granted by a
Debtor prior to the Petition Date shall terminate and cease to be binding on such Debtor.
5.11 Sources of Cash for Plan Distributions.
Except as otherwise provided in the Plan or the Confirmation Order, all cash necessary for the
Reorganized Debtors to make payments pursuant to the Plan may be obtained from existing cash
balances, the operations of the Debtors and the Reorganized Debtors or sales of assets.
5.12 Restructuring Transactions.
On, prior to or after the Effective Date, any Debtor or Reorganized Debtor may enter into or
undertake any Restructuring Transactions and may take such actions as may be determined by such
Debtor or Reorganized Debtor to be necessary or appropriate to effect such Restructuring
Transactions; provided, however, that the Debtors shall have obtained the consent
of a Majority of Consenting Noteholders prior to entering into or undertaking any such
Restructuring Transaction that is entered into or undertaken on or prior to the Effective Date.
The actions to effect the Restructuring Transactions may include, without limitation: (i) the
execution and delivery of appropriate agreements or other documents of merger, consolidation,
conversion, restructuring, recapitalization, disposition, liquidation or dissolution containing
70
terms that are consistent with the terms herein and that satisfy the requirements of
applicable law and such other terms to which the applicable entities may agree; (ii) the execution
and delivery of appropriate instruments of transfer, assignment, assumption, disposition, or
delegation of any asset, property, right, liability, duty or obligation on terms consistent with
the terms herein and having such other terms to which the applicable entities may agree; (iii) the
filing of appropriate certificates or articles of merger, consolidation, conversion or dissolution
(or similar instrument) pursuant to applicable law; and (iv) all other actions which the applicable
entities may determine to be necessary or appropriate, including making filings or recordings that
may be required by applicable law in connection with such transactions. The Restructuring
Transactions may include one or more mergers, consolidations, conversions, restructurings,
recapitalizations, dispositions, liquidations or dissolutions, as may be determined by the Debtors
or Reorganized Debtors to be necessary or appropriate to effect the purposes of such Restructuring
Transaction for the benefit of the Reorganized Debtors, including, without limitation, the
potential simplification of the organizational structure of the Debtors or Reorganized Debtors;
provided, however, that the Debtors shall have obtained the consent of a Majority
of Consenting Noteholders prior to entering into any such Restructuring Transaction that is entered
into on or prior to the Effective Date. In each case in which the surviving, resulting or
acquiring person in any such transaction is a successor to a Reorganized Debtor, such surviving,
resulting or acquiring person will perform the obligations of the applicable Reorganized Debtor
pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized
Debtor, except as provided by applicable law or in any contract, instrument or other agreement or
document effecting a disposition to such surviving, resulting or acquiring person, which may
provide that another Reorganized Debtor will perform such obligations. Schedule 5.12, to be filed
with the Plan Supplement, in form and substance reasonably acceptable, or acceptable, as the case
may be, to a Majority of Consenting Noteholders in accordance with the Noteholders Support
Agreement and Noteholders Plan Term Sheet, shall set forth a detailed description of the actions
and steps required to implement the Restructuring Transactions. On or prior to, or as soon as
practicable after, the Effective Date, the Debtors or the Reorganized Debtors may take such steps
as they may deem necessary or appropriate to effectuate any Restructuring Transactions that satisfy
the requirements set forth in this Section 5.12; provided, however, that
the Debtors shall have obtained the consent of a Majority of Consenting Noteholders prior to
entering into or undertaking any such Restructuring Transaction that is entered into or undertaken
on or prior to the Effective Date. The Restructuring Transactions shall be authorized and approved
by the Confirmation Order pursuant to, among other provisions, Sections 1123 and 1141 of the
Bankruptcy Code and Section 303 of Title 8 of the Delaware Code, if applicable, without any further
notice, action, third-party consents, court order or process of any kind.
5.13 Additional Transactions Authorized Under the Plan.
In accordance with the provisions of the Plan and the Confirmation Order, on or prior to the
Effective Date, the Debtors shall be authorized to take any such actions as may be necessary or
appropriate to Reinstate Claims or Interests or render Claims or Interests not Impaired.
ARTICLE VI : TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
6.1 Assumption of Executory Contracts and Unexpired Leases.
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Upon the occurrence of the Effective Date, all executory contracts or unexpired leases of the
Debtors shall be deemed assumed in accordance with, and subject to, the provisions and requirements
of Sections 365 and 1123 of the Bankruptcy Code, unless such executory contract or
unexpired lease (i) was previously assumed or rejected by the Debtors, (ii) previously expired or
terminated in accordance with its terms, (iii) is an executory contract that is set forth on
Exhibit 6.5 hereto, which shall be filed as an exhibit to the Plan Supplement, or (iv) is subject
to the Assumption/Rejection Motion. Entry of the Confirmation Order by the Bankruptcy Court shall
constitute approval of each such assumption pursuant to Sections 365(a) and 1123 of the Bankruptcy
Code. Each executory contract and unexpired lease assumed pursuant to this Article VI shall revest
in and be fully enforceable by the respective Reorganized Debtor in accordance with its terms,
except as modified by the provisions of the Plan, or any order of the Bankruptcy Court authorizing
and providing for its assumption or applicable federal law.
6.2 Cure of Defaults of Assumed Executory Contracts and Unexpired Leases.
Any monetary amounts by which each executory contract and unexpired lease to be assumed
hereunder is in default shall be satisfied, pursuant to Section 365(b)(l) of the Bankruptcy Code,
by payment of the default amount in cash on the Effective Date or on such other terms as the
parties to each such executory contract or unexpired lease may otherwise agree. In the event of a
dispute regarding (a) the amount of any cure payments, (b) the ability of the Reorganized Debtors
or any assignee to provide adequate assurance of future performance (within the meaning of
Section 365 of the Bankruptcy Code) under the contract or lease to be assumed or (c) any other
matter pertaining to assumption, the cure payments required by Section 365(b)(l) of the Bankruptcy
Code shall be made following the entry of a Final Order resolving the dispute and approving the
assumption. Pending the Bankruptcy Courts ruling on such motion, the executory contract or
unexpired lease at issue shall be deemed assumed by the Debtors unless otherwise ordered by the
Bankruptcy Court.
6.3 Assumption of Collective Bargaining Agreements.
Upon the occurrence of the Effective Date, all collective bargaining agreements entered into
by the Debtors, or any of them, and in effect as of the Effective Date, shall be deemed to have
been assumed in accordance with, and subject to, the provisions and requirements of Sections 365
and 1123 of the Bankruptcy Code. Entry of the Confirmation Order shall constitute the Bankruptcy
Courts approval of the survival, and/or the pertinent Debtors assumption of the collective
bargaining agreements then in effect, except to the extent that such agreements have already been
assumed prior to the entry of the Confirmation Order.
6.4 Insurance Policies and Agreements.
Insurance policies issued to, or insurance agreements entered into by, the Debtors prior to
the Petition Date (including, without limitation, any policies covering directors or officers
conduct) shall continue in effect after the Effective Date. To the extent that such insurance
policies or agreements (including, without limitation, any policies covering directors or
officers conduct) are considered to be executory contracts, then, notwithstanding anything to the
contrary in the Plan, the Plan shall constitute a motion to assume such insurance policies and
agreements, and, subject to the occurrence of the Effective Date, the entry of the Confirmation
Order shall constitute approval of such assumption pursuant to Section 365(a) of the Bankruptcy
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Code and a finding by the Bankruptcy Court that each such assumption is in the best interest
of each Debtor, its Estate, and all parties in interest in the Chapter 11 Cases. Unless otherwise
determined by the Bankruptcy Court pursuant to a Final Order or agreed to by the parties thereto
prior to the Effective Date, no payments are required to cure any defaults of the Debtors existing
as of the Confirmation Date with respect to each such insurance policy or agreement. To the extent
that the Bankruptcy Court determines otherwise as to any such insurance policy or agreement, the
Debtors reserve the right to seek rejection of such insurance policy or agreement or other
available relief.
6.5 Rejection of Executory Contracts and Unexpired Leases.
On the Effective Date, each executory contract and unexpired lease that is listed on Exhibit
6.5, which Exhibit shall be in form and substance reasonably acceptable to a Majority of Consenting
Noteholders and shall be attached as an Exhibit to the Plan Supplement, shall be deemed to have
been rejected pursuant to Section 365 of the Bankruptcy Code. Each contract or lease listed on
Exhibit 6.5 shall be rejected only to the extent that any such contract or lease constitutes an
executory contract or unexpired lease. The Debtors expressly reserve their right, at any time
prior to the Effective Date, to amend Exhibit 6.5 to delete any unexpired lease or executory
contract therefrom or add any unexpired lease or executory contract thereto, provided, however,
that such amendment to Exhibit 6.5 is reasonably acceptable to a Majority of Consenting
Noteholders. To the extent that an executory contract or unexpired lease (i) is not listed on
Exhibit 6.5, (ii) has not been previously rejected or (iii) is not subject to a motion to reject at
the time of the Confirmation Date (including the Assumption/Rejection Motion), such executory
contract or unexpired lease shall be deemed to have been assumed as provided in Section 6.1 hereto.
Listing a contract or lease on Exhibit 6.5 shall not constitute an admission by a Debtor or a
Reorganized Debtor that such contract or lease is an executory contract or unexpired lease or that
such Debtor or Reorganized Debtor has any liability thereunder.
6.6 Rejection Damages Bar Date.
If the rejection by a Debtor, pursuant to the Plan, of an executory contract or unexpired
lease results in a Claim, then such Claim shall be forever barred and shall not be enforceable
against any Debtor or Reorganized Debtor, or the properties of any of them, unless a Proof of Claim
is filed with the Claims Agent and served upon counsel to the Debtors or the Reorganized Debtors
(as the case may be) by the earlier of thirty (30) days after the Effective Date or (ii) thirty
(30) days after entry of a Final Order rejecting any executory contract or unexpired lease.
6.7 Post-Petition Contracts and Leases.
All contracts, agreements and leases that were entered into by the Debtors or assumed by the
Debtors after the Petition Date shall be deemed to have been assigned by the Debtors to the
Reorganized Debtors on the Effective Date.
ARTICLE VII : PROVISIONS GOVERNING DISTRIBUTIONS
7.1 Distributions for Claims or Interests Allowed as of the Initial Distribution Date.
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Except as otherwise provided herein or as ordered by the Bankruptcy Court or to the extent
that any Holder of an Allowed Claim agrees to different treatment, distributions to be made on
account of Claims that are Allowed as of the Effective Date shall be made on the Effective Date or
as soon thereafter as is practicable. Notwithstanding anything herein to the contrary,
distributions on account of Administrative Expense Claims that are Allowed Claims as of the
Effective Date shall be made on, or as soon as practicable after, the Effective Date, with no
action to enforce a right to such payment until at least thirty (30) days after the Effective Date.
Distributions on account of Claims that first become Allowed Claims after the Effective Date shall
be made pursuant to Section 8.2 of the Plan. Notwithstanding the date on which any distribution of
New RHDC Common Stock is actually made to a Holder of a Claim that is an Allowed Claim entitled to
receive such distribution on the Effective Date, as of the date of the distribution such Holder
shall be deemed to have the rights of a Holder of New RHDC Common Stock distributed as of the
Effective Date. Any payment or distribution required to be made under the Plan on a day other than
a Business Day shall be made on the next succeeding Business Day.
7.2 Interest on Claims.
Except as otherwise specifically provided for in the Plan, the Confirmation Order or other
order of the Bankruptcy Court (including, without limitation, the Final Cash Collateral Orders), or
required by applicable bankruptcy or non-bankruptcy law, post-petition interest shall not accrue or
be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on or after
the Petition Date on any Claim.
Notwithstanding the foregoing, the applicable borrower Debtor pursuant to the RHDI Credit
Agreement, DMW Credit Agreement and DME Credit Agreement and the applicable Final Cash Collateral
Order shall pay any reasonable fees and expenses due and payable, current scheduled amortization
and interest at the non-default rate on the Revolving Loans and Term Loans, current fees in respect
of any outstanding letters of credit and interest in respect of the Hedge Termination Payments,
accruing thereunder, respectively, on or after the Petition Date and during the pendency of the
Chapter 11 Cases.
7.3 Distributions by Disbursing Agent.
Except as specifically provided for in the Plan, the Disbursing Agent shall make all
distributions required to be made under the Plan. The Reorganized Debtors may act as Disbursing
Agent or may employ or contract with other entities to assist in or make the distributions required
by the Plan, including, but not limited to, the Indenture Trustees. Other than as specifically set
forth in the Plan, distributions to be made on account of Allowed Noteholders Claims shall be made
in accordance with the terms of the respective Notes Indenture or in accordance with the Plan to
the extent that any such Notes Indenture is silent.
7.4 Delivery of Distributions and Undeliverable or Unclaimed Distributions.
The following terms shall govern the delivery of distributions and undeliverable or unclaimed
distributions with respect to Claims.
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7.4.1 Delivery of Distributions in General. Distributions to Holders of Allowed
Claims shall be made at the addresses set forth in the Debtors records unless such addresses are
superseded by Proofs of Claim or transfers of claim filed pursuant to Bankruptcy Rule 3001.
7.4.2 Distributions to Holders of General Unsecured Claims against RHDC, DMI, RHDI and
DMW. In the event that the Debtors or the Reorganized Debtors determine, with the reasonable
consent of a Majority of Consenting Noteholders, that (i) the aggregate dollar amount of Allowed
General Unsecured Claims against RHDC exceeds the Maximum Class 1G Payment, (ii) the aggregate
dollar amount of Allowed General Unsecured Claims against DMI exceeds the Maximum Class 2E Payment,
(iii) the aggregate dollar amount of Allowed General Unsecured Claims against RHDI exceeds the
Maximum Class 3F Payment, or (iv) the aggregate dollar amount of Allowed General Unsecured Claims
against DMW exceeds the Maximum Class 4G Payment (each a Maximum Payment and
collectively, the Maximum Payments), then the Debtors or the Reorganized Debtors, with
the reasonable consent of a Majority of Consenting Noteholders, shall take any and all necessary
steps to facilitate the pro rata distribution of the relevant Maximum Payment or Maximum Payments,
as the case may be, to the respective holders of such Allowed General Unsecured Claims, including,
without limitation, seeking Bankruptcy Court approval for setting reasonable reserves, if
necessary, withholding portions of any distributions and/or providing other distribution
mechanisms, as appropriate, pending the completion of the Claims allowance and reconciliation
process for the applicable Debtor and/or Debtors.13
7.4.3 Undeliverable and Unclaimed Distributions.
(a) Holding and Investment of Undeliverable and Unclaimed Distributions. If the
distribution to any Holder of an Allowed Claim is returned to the Reorganized Debtors or the
Disbursing Agent as undeliverable or is otherwise unclaimed, no further distributions shall be made
to such Holder unless and until the Reorganized Debtors or the Disbursing Agent is notified in
writing of such Holders then current address.
(b) Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim that
does not assert a claim pursuant to the Plan for an undeliverable or unclaimed distribution within
six (6) months after the Effective Date shall be deemed to have forfeited its claim for such
undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any
such claim for an undeliverable or unclaimed distribution against the Debtors or their Estates or
the Reorganized Debtors or their property. In such cases, any cash for distribution on account of
such claims for undeliverable or unclaimed distributions shall become the property of the Estates
and the Reorganized Debtors free of any restrictions thereon and notwithstanding any federal or
state escheat laws to the contrary. Any New RHDC Common Stock held for distribution on account of
such Claim shall be canceled and of no further force or effect. Nothing contained in the Plan
shall require any Disbursing Agent, including, but not limited to, the Reorganized Debtors, to
attempt to locate any Holder of an Allowed Claim or Interest.
13 | The Debtors reserve the right to modify, alter and/or supplement this Section 7.4.2, with the reasonable consent of a Majority of Consenting Noteholders, on or before the Plan Supplement Filing Date. |
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7.5 Record Date for Distributions.
7.5.1 With the exception of Allowed Prepetition Lenders Claims, the Debtors, Reorganized
Debtors, the Disbursing Agent, and the Notes Indenture Trustees shall have no obligation to
recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after
the close of business on the Distribution Record Date, and shall be entitled for all purposes
herein to recognize and distribute only to those Holders of Allowed Claims or Interests that are
Holders of such Claims, or Interests, or participants therein, as of the close of business on the
Distribution Record Date. The Reorganized Debtors, the Disbursing Agent, and the Notes Indenture
Trustees shall instead be entitled to recognize and deal for all purposes under the Plan with only
those record Holders stated on the official claims register as of the close of business on the
Distribution Record Date.
7.5.2 Distributions to Holders of Allowed Noteholder Claims administered by each Notes
Indenture Trustee shall be made to the account of, or at the direction of, the respective Notes
Indenture Trustee and subject to the rights of the Notes Indenture Trustees to assert their Notes
Indenture Trustee Charging Lien, by means of book-entry exchange through the facilities of the DTC
in accordance with the customary practices of the DTC, as and to the extent practicable, and the
Distribution Record Date shall not apply. In connection with such book-entry exchange, each Notes
Indenture Trustee shall deliver instructions to the DTC instructing the DTC to effect distributions
on a Pro Rata basis as provided under the Plan with respect to such Claims upon which such Notes
Indenture Trustee acts as trustee.
7.6 Means of Cash Payment.
Payments of cash made pursuant to the Plan shall be in U.S. dollars and shall be made, at the
option and in the sole discretion of the Reorganized Debtors, by (a) checks drawn on or (b) wire
transfer from a bank selected by the Reorganized Debtors; provided that cash payments made to the
Prepetition Lenders Agents shall be made in immediately available funds by wire transfer. Cash
payments to foreign creditors may be made, at the option of the Reorganized Debtors, in such funds
and by such means as are necessary or customary in a particular foreign jurisdiction.
7.7 Withholding and Reporting Requirements.
In connection with the Plan and all distributions thereunder, the Reorganized Debtors shall
comply with all withholding and reporting requirements imposed by any federal, state, local or
foreign taxing authority, and all distributions hereunder shall be subject to any such withholding
and reporting requirements. The Reorganized Debtors shall be authorized to take any and all
actions that may be necessary or appropriate to comply with such withholding and reporting
requirements. All persons holding Claims shall be required to provide any information necessary to
effect information reporting and the withholding of such taxes.
7.8 Setoffs.
Other than with regards to the Noteholders Claims, the RHDI Lender Claims, the DMW Lender
Claims and the DME Lender Claims, the Reorganized Debtors may, pursuant to Section 553 of the
Bankruptcy Code or applicable nonbankruptcy laws, but shall not be required
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to, set off against any Claim, the payments or other distributions to be made pursuant to the
Plan in respect of such Claim, or claims of any nature whatsoever that the Debtors or the
Reorganized Debtors may have against the Holder of such Claim; provided, however,
that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Reorganized Debtors of any such claim that the Debtors or the Reorganized
Debtors may have against such Holder.
7.9 Fractional Shares.
No fractional shares of New RHDC Common Stock shall be distributed. Where a fractional share
would otherwise be called for, the actual issuance shall reflect a rounding up (in the case of more
than .50) of such fraction to the nearest whole share of New RHDC Common Stock or a rounding down
of such fraction (in the case of .50 or less than .50) to the nearest whole share of New RHDC
Common Stock. The total number of shares of New RHDC Common Stock to be distributed pursuant to
the Plan shall be adjusted as necessary to account for the rounding provided for herein.
ARTICLE VIII : PROVISIONS FOR RESOLVING DISPUTED CLAIMS AND DISPUTED INTERESTS
8.1 Objections to and Estimation of Claims.
After the Effective Date, only the Reorganized Debtors may object to the allowance of any
Claim or Administrative Expense Claim. After the Effective Date, the Reorganized Debtors shall be
accorded the power and authority to allow or settle and compromise any Claim without notice to any
other party, or approval of, or notice to the Bankruptcy Court. In addition, the Debtors or the
Reorganized Debtors may, at any time, request that the Bankruptcy Court estimate any contingent or
unliquidated Claim pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the
Debtors or Reorganized Debtors have previously objected to such Claim. Unless otherwise ordered by
the Bankruptcy Court, the Debtors or Reorganized Debtors shall serve and file any objections to
Claims and Interests as soon as practicable, but in no event later than (a) ninety (90) days after
the Effective Date or (b) such later date as may be determined by the Bankruptcy Court upon a
motion which may be made without further notice or hearing.
8.2 Payments and Distributions on Disputed, Contingent and Unliquidated Claims and
Interests and on Claims for Which Proofs of Claim are Filed.
No partial payments and no partial distributions will be made with respect to a disputed,
contingent or unliquidated Claim, or with respect to any Claim for which a Proof of Claim has been
filed, until the resolution of such disputes or estimation or liquidation of such claims by
settlement or by Final Order. As soon as practicable after a disputed, contingent or unliquidated
Claim becomes an Allowed Claim in an amount certain, the Holder of such Allowed Claim will receive
all payments and distributions to which such Holder is then entitled under the Plan.
ARTICLE IX : CONFIRMATION AND CONSUMMATION OF THE PLAN
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9.1 Conditions to Confirmation. The following are conditions precedent to the
occurrence of the confirmation of the Plan, each of which may be satisfied or waived in accordance
with Section 9.3 of the Plan:
9.1.1 The Bankruptcy Court shall have entered an order, in a form reasonably acceptable to
the Debtors and a Majority of Consenting Noteholders and the Prepetition Lenders Agents, approving
the adequacy of the Disclosure Statement.
9.1.2 The Confirmation Order approving and confirming the Plan, as such Plan may have been
modified, amended or supplemented, shall be in form and substance reasonably acceptable to the
Debtors, a Majority of Consenting Noteholders and the Prepetition Lenders Agents.
9.1.3 The Plan Related Documents shall each be in form and substance reasonably acceptable to
the Debtors and a Majority of Consenting Noteholders.
9.2 Conditions to Effective Date. The Plan shall not become effective, and the Effective
Date shall not occur, unless and until the following conditions shall have been satisfied or waived
in accordance with Section 9.3 of the Plan:
9.2.1 All conditions to Confirmation in Section 9.1 of the Plan shall have been either
satisfied or waived.
9.2.2 The Confirmation Order shall have become a Final Order and shall be in form and
substance reasonably acceptable to the Debtors, a Majority of Consenting Noteholders and the
Prepetition Lenders Agents.
9.2.3 All fees and expenses of counsel and the financial advisor to the Consenting
Noteholders, as well as the out-of-pocket expenses of the Consenting Noteholders in connection with
the restructuring of the Debtors that were incurred prior to the Confirmation Hearing, shall have
been paid in full in cash.
9.2.4 Each of the Amended and Restated Credit Documents shall have been executed and delivered
by the relevant Reorganized Debtors, and the Closing Date, as defined in each of the Amended and
Restated Credit Documents, shall have occurred.
9.2.5 To the extent a Majority of Consenting Noteholders (i) determine that a Registration
Rights Agreement is appropriate or necessary on the Effective Date and (ii) notify the Debtors in
writing of such determination at least thirty (30) days prior to the Confirmation Hearing, then any
such Registration Rights Agreement shall have been executed and delivered by the relevant Debtors.
9.3 Waiver of Conditions.
Notwithstanding anything contained in Section 9.1 or 9.2 hereof, the Debtors, with the consent
of a Majority of Consenting Noteholders, and, to the extent applicable, the Prepetition Lenders
Agents, may waive in writing the occurrence of any of the foregoing conditions precedent to the
Confirmation of the Plan and/or the Effective Date or to modify any of such conditions precedent;
provided, however, that such consent shall not be unreasonably
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withheld or delayed. Any such written waiver of a condition precedent set forth in this
section may be effected at any time without notice, without leave or order of the Bankruptcy Court,
and without any formal action other than proceeding to consummate the Plan. Any actions required
to be taken on the Effective Date shall take place and shall be deemed to have occurred
simultaneously, and no such action shall be deemed to have occurred prior to the taking of any
other such action. If the Debtors decide that one of the foregoing conditions cannot be satisfied,
and the occurrence of such condition is not waived in the manner set forth above, then the Debtors
shall file a notice of the failure of the Effective Date with the Bankruptcy Court, at which time
the Plan and the Confirmation Order shall be deemed null and void.
9.4 Consequences of Non-Occurrence of Effective Date.
If the Confirmation Order is vacated, (a) the Plan shall be null and void in all respects; (b)
any settlement of Claims or Interests provided for hereby shall be null and void without further
order of the Bankruptcy Court; and (c) to the extent permitted under the Bankruptcy Code, the time
within which the Debtors may assume and assign or reject all executory contracts and unexpired
leases shall be extended for a period of one hundred twenty (120) days after the date the
Confirmation Order is vacated.
9.5 Substantial Consummation.
Substantial Consummation of the Plan shall be deemed to occur on the Effective Date.
9.6 Notice of Effective Date
The Debtors shall file with the Bankruptcy Court a notice of the occurrence of the Effective
Date within a reasonable period of time after the conditions in Section 9.2 of the Plan have been
satisfied or waived pursuant to Section 9.3 of the Plan.
ARTICLE X : INJUNCTIONS, RELEASES AND DISCHARGE
10.1
Discharge.
10.1.1 Discharge of Claims and Termination of Interests.
(a) As of the Effective Date, except as expressly provided in the Plan or the Confirmation
Order, all distributions and rights afforded under the Plan and the treatment of Claims and
Interests under the Plan shall be, and shall be deemed to be, in exchange for, and in complete
satisfaction, settlement, discharge and release of, all Claims and any other obligations, suits,
judgments, damages, debts, rights, remedies, causes of action or liabilities of any nature
whatsoever, and of all Interests, or other rights of a Holder of an equity security or other
ownership interest, relating to any of the Debtors or the Reorganized Debtors or any of their
respective assets, property and Estates, or interests of any nature whatsoever, including any
interest accrued on such Claims from and after the Petition Date, and regardless of whether any
property will have been distributed or retained pursuant to the Plan on account of such Claims or
other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or
liabilities, or Interests or other rights of a Holder of an equity security or other ownership
interest, and upon the Effective Date, the Debtors and the Reorganized Debtors shall (i) be
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deemed discharged under Section 1141(d)(1)(A) of the Bankruptcy Code and released from any and
all Claims and any other obligations, suits, judgments, damages, debts, rights, remedies, causes of
action or liabilities, and any Interests or other rights of a Holder of an equity security or other
ownership interest, of any nature whatsoever, including, without limitation, liabilities that arose
before the Effective Date (including prior to the Petition Date), and all debts of the kind
specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a Proof
of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code,
(b) a Claim based upon such debt is Allowed under Section 502 of the Bankruptcy Code (or is
otherwise resolved), or (c) the Holder of a Claim based upon such debt voted to accept the Plan and
(ii) terminate and cancel all rights of any equity security Holder in any of the Debtors and all
Interests, including RHDC Interests.
(b) As of the Effective Date, except as expressly provided in the Plan or the Confirmation
Order, all Persons shall be precluded from asserting against each of the Debtors, the Debtors
respective assets, property and Estates, the Reorganized Debtors and their respective Related
Persons any other or further Claims, or any other obligations, suits, judgments, damages, debts,
rights, remedies, causes of action or liabilities of any nature whatsoever, and all Interests or
other rights of a Holder of an equity security or other ownership interest, relating to any of the
Debtors or Reorganized Debtors or any of their respective assets, property and Estates based upon
any act, omission, transaction or other activity of any nature that occurred prior to the Effective
Date. In accordance with the foregoing, except as expressly provided in the Plan or the
Confirmation Order, the Confirmation Order shall constitute a judicial determination, as of the
Effective Date, of the discharge of all such Claims or other obligations, suits, judgments,
damages, debts, rights, remedies, causes of action or liabilities, and any Interests or other
rights of a Holder of an equity security or other ownership interest and termination of all rights
of any equity security Holder in any of the Debtors and all Interests, including RHDC Interests,
pursuant to Sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void and
extinguish any judgment obtained against the Debtors or the Reorganized Debtors or any of their
respective assets, property and Estates at any time, to the extent such judgment is related to a
discharged Claim, debt or liability or terminated right of any equity security Holder in any of the
Debtors or terminated Interest, including an RHDC Interest.
10.1.2 Discharge Injunction.
Except as provided in the Plan or the Confirmation Order, as of the Effective Date, (i) all
Persons that hold, have held, or may hold a Claim or any other obligation, suit, judgment, damages,
debt, right, remedy, cause of action or liability of any nature whatsoever, or any Interest or
other right of a Holder of an equity security or other ownership interest, relating to any of the
Debtors or the Reorganized Debtors or any of their respective assets, property and Estates, that is
discharged pursuant to this Section 10.1 of the Plan, (ii) all other parties in interest, and (iii)
each of the Related Persons of each of the foregoing entities, are, and shall be, permanently,
forever and completely stayed, restrained, prohibited, barred and enjoined from taking any of the
following actions against any of the Debtors, the Reorganized Debtors, any of their respective
property and their respective Related Persons, whether directly or indirectly, derivatively or
otherwise, on account of or based on the subject matter of such discharged Claims or other
obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities,
and of all Interests or other rights of a Holder of an equity security or other ownership interest:
(i) commencing, conducting or continuing in any manner, directly or indirectly, any suit,
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action or other proceeding (including, without limitation, any judicial, arbitral,
administrative or other proceeding) in any forum; (ii) enforcing, attaching (including, without
limitation, any prejudgment attachment), collecting, or in any way seeking to recover any judgment,
award, decree, or other order; (iii) creating, perfecting or in any way enforcing in any matter,
directly or indirectly, any Lien; (iv) setting off, seeking reimbursement or contributions from, or
subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount
against any liability or obligation owed to any Person discharged under Section 10.1.1; and (v)
commencing or continuing in any manner, in any place of any judicial, arbitration or administrative
proceeding in any forum, that does not comply with or is inconsistent with the provisions of the
Plan or the Confirmation Order.
10.1.3 Integral to Plan
Each of the discharges and injunctions provided in this Section 10.1 is an integral part of
the Plan and is essential to its implementation. Each of the Debtors and the Reorganized Debtors
shall have the right to independently seek the enforcement of the discharge and injunction set
forth in this Section 10.1.
10.2 Releases.
10.2.1 Releases by Debtors and Estates. Except as otherwise expressly provided in the
Plan or the Confirmation Order, on the Effective Date, for good and valuable consideration, to the
fullest extent permissible under applicable law, each of the Debtors and Reorganized Debtors on its
own behalf and as representative of its respective Estate, and each of its respective Related
Persons, shall, and shall be deemed to, completely and forever release, waive, void, extinguish and
discharge unconditionally, each and all of the Released Parties of and from any and all Claims, any
and all other obligations, suits, judgments, damages, debts, rights, remedies, causes of action and
liabilities of any nature whatsoever, and any and all Interests or other rights of a Holder of an
equity security or other ownership interest, whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or
thereafter arising, in law, equity or otherwise that are or may be based in whole or part on any
act, omission, transaction, event or other circumstance taking place or existing on or prior to the
Effective Date (including prior to the Petition Date) in connection with or related to any of the
Debtors, the Reorganized Debtors or their respective assets, property and Estates, the Chapter 11
Cases or the Plan, the Disclosure Statement, the Restructuring Transactions or the Plan Support
Agreements that may be asserted by or on behalf of any of the Debtors or Reorganized Debtors or
their respective Estates.
10.2.2 Releases by Holders of Claims and Interests. Except as otherwise expressly
provided in the Plan or the Confirmation Order, on the Effective Date, for good and valuable
consideration, to the fullest extent permissible under applicable law, each Person that has held,
currently holds or may hold a Claim or any other obligation, suit, judgment, damages, debt, right,
remedy, cause of action or liability of any nature whatsoever, or any Interest, or other right of a
Holder of an equity security or other ownership interest that is terminated, and each of its
respective Related Persons, shall, and shall be deemed to, completely and forever release, waive,
void, extinguish and discharge unconditionally each and all of the Released Parties of and from any
and all Claims, any and all other obligations, suits, judgments, damages, debts, rights, remedies,
causes of action and liabilities of any nature whatsoever (including, without limitation,
81
those arising under the Bankruptcy Code), and any and all Interests or other rights of a
Holder of an equity security or other ownership interest, whether liquidated or unliquidated, fixed
or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or
thereafter arising, in law, equity or otherwise that are or may be based in whole or part on any
act, omission, transaction, event or other circumstance taking place or existing on or prior to the
Effective Date (including prior to the Petition Date) in connection with or related to any of the
Debtors, the Reorganized Debtors or their respective assets, property and Estates, the Chapter 11
Cases or the Plan, the Disclosure Statement, the Restructuring Transactions, the Plan Term Sheets
or the Plan Support Agreements; provided, however, that each Person that has
submitted a Ballot may elect, by checking the appropriate box on its Ballot, not to grant the
releases set forth in this Section 10.2.2 with respect to those Released Parties other than the
Debtors, the Reorganized Debtors, and their respective predecessors, successors and assigns
(whether by operation of law or otherwise).
10.2.3 Injunction Related to Releases.
Except as provided in the Plan or the Confirmation Order, as of the Effective Date, (i) all
Persons that hold, have held, or may hold a Claim or any other obligation, suit, judgment, damages,
debt, right, remedy, causes of action or liability of any nature whatsoever, or any Interest or
other right of a Holder of an equity security or other ownership interest, relating to any of the
Debtors or the Reorganized Debtors or any of their respective assets, property and Estates, that is
released pursuant to this Section 10.2 of the Plan, (ii) all other parties in interest, and (iii)
each of the Related Persons of each of the foregoing entities, are, and shall be, permanently,
forever and completely stayed, restrained, prohibited, barred and enjoined from taking any of the
following actions, whether directly or indirectly, derivatively or otherwise, on account of or
based on the subject matter of such discharged Claims or other obligations, suits, judgments,
damages, debts, rights, remedies, causes of action or liabilities, and of all Interests or other
rights of a Holder of an equity security or other ownership interest: (i) commencing, conducting or
continuing in any manner, directly or indirectly, any suit, action or other proceeding (including,
without limitation, any judicial, arbitral, administrative or other proceeding) in any forum; (ii)
enforcing, attaching (including, without limitation, any prejudgment attachment), collecting, or in
any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting
or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking
reimbursement or contributions from, or subrogation against, or otherwise recouping in any manner,
directly or indirectly, any amount against any liability or obligation owed to any Person
discharged under Section 10.1.1; and (v) commencing or continuing in any manner, in any place of
any judicial, arbitration or administrative proceeding in any forum, that does not comply with or
is inconsistent with the provisions of the Plan or the Confirmation Order.
10.2.4 Integral to Plan.
Each of the releases and injunctions provided in this Section 10.2 is an integral part of the
Plan and is essential to its implementation. Each of the Released Parties and any other Persons
protected by the releases and injunctions set forth in this Section 10.2 shall have the right to
independently seek the enforcement of such releases and injunctions.
10.2.5 Deemed Consent.
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By submitting a Ballot and not electing to withhold consent to the releases of the applicable
Released Parties set forth in Section 10.2.2 hereof by marking the appropriate box on the Ballot,
each holder of a Claim or Interest shall be deemed, to the fullest extent permitted by applicable
law, to have specifically consented to the releases set forth in Section 10.2.2.
10.2.6 No Waiver.
Notwithstanding anything to the contrary contained in this Section 10.2, the releases and
injunctions set forth in this Section 10.2 shall not, and shall not be deemed to, limit, abridge or
otherwise affect the rights of the Reorganized Debtors to enforce, sue on, settle or compromise the
rights, claims and other matters expressly retained by the Reorganized Debtors pursuant to the
Plan.
10.3 Supplemental Injunction.
In order to supplement the injunctive effect of the Discharge Injunction, and pursuant to the
exercise of the equitable jurisdiction and power of the Bankruptcy Court under Section 105(a) of
the Bankruptcy Code, the Confirmation Order shall provide for the following injunctions to take
effect as of the Effective Date.
10.3.1 Terms. In order to preserve and promote the settlements contemplated by and provided
for in the Plan, and to supplement, where necessary, the injunctive effect of the discharge as
provided in Sections 1141 and 524 of the Bankruptcy Code and as described in this Article, except
as otherwise expressly provided in the Plan or the Confirmation Order, all Persons and any Person
claiming by or through them, which have held or asserted, which currently hold or assert or which
may hold or assert any Claims or any other obligations, suits, judgments, damages, debts, rights,
remedies, causes of action or liabilities of any nature whatsoever, and all Interests, or other
rights of a Holder of an equity security or other ownership interest, against any of the Released
Parties based upon, attributable to, arising out of or relating to any Claim against or Interest in
any of the Debtors, whenever and wherever arising or asserted, whether in the U.S. or anywhere else
in the world, whether sounding in tort, contract, warranty or any other theory of law, equity or
admiralty, shall be, and shall be deemed to be, permanently stayed, restrained and enjoined from
taking any action against any of the Released Parties for the purpose of directly or indirectly
collecting, recovering or receiving any payment or recovery with respect to any such Claims or
other obligations, suits, judgments, damages, debts, rights, remedies, causes of action or
liabilities, and all Interests or other rights of a Holder of an equity security or other ownership
interest, arising prior to the Effective Date (including prior to the Petition Date), including,
but not limited to:
(a) commencing or continuing in any manner any action or other proceeding of any kind with
respect to any such Claims or other obligations, suits, judgments, damages, debts, rights,
remedies, causes of action or liabilities, and all Interests, or other rights of a Holder of an
equity security or other ownership interest, against any of the Released Parties or the assets or
property of any Released Party;
(b) enforcing, attaching, collecting or recovering, by any manner or means, any judgment,
award, decree or order against any of the Released Parties or the assets
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or property of any Released Party with respect to any such Claims or other obligations, suits,
judgments, damages, debts, rights, remedies, causes of action or liabilities, and all Interests or
other rights of a Holder of an equity security or other ownership interest;
(c) creating, perfecting or enforcing any Lien of any kind against any of the Released Parties
or the assets or property of any Released Party with respect to any such Claims or other
obligations, suits, judgments, damages, debts, rights, remedies, causes of action or liabilities,
and all Interests or other rights of a Holder of an equity security or other ownership interest;
(d) except as otherwise expressly provided in the Plan or the Confirmation Order, asserting,
implementing or effectuating any setoff, right of subrogation, indemnity, contribution or
recoupment of any kind against any obligation due to any of the Released Parties or against the
property of any Released Party with respect to any such Claims or other obligations, suits,
judgments, damages, debts, rights, remedies, causes of action or liabilities, and all Interests or
other rights of a Holder of an equity security or other ownership interest; and
(e) taking any act, in any manner, in any place whatsoever, that does not conform to, or
comply with, the provisions of the Plan, the Plan Related Documents or the Confirmation Order
relating to such Claims or other obligations, suits, judgments, damages, debts, rights, remedies,
causes of action or liabilities, and all Interests or other rights of a Holder of an equity
security or other ownership interest.
10.3.2 Bankruptcy Rule 3016 Compliance. The Debtors compliance with the formal requirements
of Bankruptcy Rule 3016(c) shall not constitute an admission that the Plan provides for an
injunction against conduct not otherwise enjoined under the Bankruptcy Code.
10.3.3 Integral to Plan.
Each of the injunctions provided in this Section 10.3 is an integral part of the Plan and is
essential to its implementation. Each of the Released Parties and any other Persons protected by
the injunctions set forth in this Section 10.3 shall have the right to independently seek the
enforcement of such injunctions.
10.4 Disallowed Claims And Disallowed Equity Interests.
On and after the Effective Date, the Debtors and the Reorganized Debtors shall be fully and
finally discharged of any and all liability or obligation on any and all disallowed Claims or
disallowed Interests, and any Order disallowing any Claim or Interest which is not a Final Order as
of the Effective Date solely because of an entitys right to move for reconsideration of such order
pursuant to Section 502 of the Bankruptcy Code or Bankruptcy Rule 3008 shall nevertheless become
and be deemed to be a Final Order on the Effective Date. The Confirmation Order, except as
otherwise provided herein, shall constitute an Order: (a) disallowing all Claims and Interests to
the extent such Claims and Interests are not allowable under any provision of Section 502 of the
Bankruptcy Code, including, but not limited to, time-barred Claims and Interests, and Claims for
unmatured interest, and (b) disallowing or
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subordinating to all other Claims, as the case may be, any Claims for penalties, punitive
damages or any other damages not constituting compensatory damages.
10.5 Exculpation.
10.5.1 No Released Party shall have or incur any liability to (i) any Person that has held,
currently holds or may hold a Claim or any other obligation, suit, judgment, damages, debt, right,
remedy, cause of action or liability of any nature whatsoever, or any Interest or other right of a
Holder of an equity security or other ownership interest, (ii) any other party in interest, (iii)
any Person claiming by or through any of the foregoing entities, or (iv) any of the Related Persons
of any of the foregoing entities, from (x) any and all claims and causes of action arising on or
after the Petition Date, and (y) any and all claims and causes of action relating to any act taken
at any time or omitted to be taken in connection with, relating to, or arising out of, the Chapter
11 Cases or the formulating, negotiating, preparing, disseminating, implementing, administering,
soliciting, confirming or consummating the Plan, the Disclosure Statement, the Restructuring
Transactions, the Plan Term Sheets, the Plan Support Agreements, or any contract or instrument,
release or other agreement or document created or entered into in connection with the Plan or any
other act taken or omitted to be taken in connection with or in contemplation of the restructuring
of any of the Debtors, with the sole exception of willful misconduct or gross negligence, and each
Released Party in all respects shall be entitled to reasonably rely upon the advice of counsel with
respect to its duties and responsibilities under the Plan.
10.5.2 Notwithstanding any other provision herein, (i) no Person that has held, currently
holds or may hold a Claim or any other obligation, suit, judgment, damages, debt, right, remedy,
cause of action or liability of any nature whatsoever, or any Interest or other right of a Holder
of an equity security or other ownership interest, (ii) no other party in interest, (iii) no Person
claiming by or through any of the foregoing entities, and (iv) none of the Related Persons of any
of the foregoing entities, shall, or shall be deemed to, have any Claim or right of action
whatsoever against any Released Party for, or on account of or relating to (x) any and all claims
and causes of action arising on or after the Petition Date, and (y) any and all claims and causes
of action relating to any act taken or omitted to be taken in connection with, relating to, or
arising out of, the Chapter 11 Cases, or the formulating, negotiating, preparing, disseminating,
implementing, administering, soliciting, confirming or consummating the Plan, the Disclosure
Statement, the Confirmation Order, the Restructuring Transactions, the Plan Term Sheets, the Plan
Support Agreements, or any contract or instrument, release or other agreement or document created
or entered into in connection with the Plan or any other act taken or omitted to be taken in
connection with or in contemplation of the restructuring of any of the Debtors, with the sole
exception of willful misconduct or gross negligence.
10.6 Revesting of Assets.
Pursuant to Section 1141(b) of the Bankruptcy Code, all property of the respective Estate of
each Debtor, together with any property of each Debtor that is not property of its Estate and that
is not specifically disposed of pursuant to the Plan, shall revest in the applicable Reorganized
Debtor on the Effective Date. Thereafter, the Reorganized Debtors may operate their businesses and
may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code, the
Bankruptcy Rules and the Bankruptcy Court. As of the Effective Date,
85
all property of each Reorganized Debtor shall be free and clear of all Liens, Claims and
Interests, except as specifically provided in the Plan or the Confirmation Order. Without limiting
the generality of the foregoing, each Reorganized Debtor may, without application to or approval by
the Bankruptcy Court, pay fees that it incurs after the Effective Date for professional services
and expenses.
10.7 Preservation of Rights of Action and Litigation Claims.
Except as otherwise provided in the Plan, the Confirmation Order, or in any document,
instrument, release or other agreement entered into in connection with the Plan, in accordance with
Section 1123(b) of the Bankruptcy Code, the Debtors and their Estates shall retain the Litigation
Claims. The Reorganized Debtors, as the successors in interest to the Debtors and their Estates,
may enforce, sue on, settle or compromise (or decline to do any of the foregoing) any or all of the
Litigation Claims. The Debtors or the Reorganized Debtors expressly reserve all rights to
prosecute any and all Litigation Claims against any Person, except as otherwise expressly provided
in the Plan, and 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 Litigation Claims upon, after, or as a consequence of Confirmation or
the occurrence of the Effective Date.
10.8 Survival of Indemnification Obligations.
10.8.1 Prepetition Indemnification and Reimbursement Obligations. For purposes of the
Plan, all respective obligations of RHDC and the other Debtors to indemnify and reimburse persons
who are or were directors, officers, managers or employees and agents of the Debtors on the
Petition Date or at any time thereafter, whether pursuant to certificates or articles of
incorporation, codes of regulation, by-laws, limited liability company agreements, limited
liability partnership agreements, applicable state or non-bankruptcy law, or specific agreement or
any combination of the foregoing, shall be treated as if they are executory contracts that are
assumed pursuant to Section 365 of the Bankruptcy Code under the Plan as of the Effective Date, and
such obligations shall survive confirmation of the Plan, shall remain unaffected by the Plan, and
shall not be discharged or impaired by the Plan, irrespective of whether the indemnification or
reimbursement obligation is owed in connection with any event occurring before, on or after the
Petition Date, it being understood that all indemnification provisions in place on and prior to the
Effective Date for directors, officers, managers or employees and agents of the Debtors shall
survive the effectiveness of the Plan for claims related to or in connection with any actions,
omissions or transactions prior to the Effective Date (including prior to the Petition Date).
Entry of the Confirmation Order shall constitute the Bankruptcy Courts approval of the survival,
and the Debtors assumption, of each of the Debtors director and officer liability insurance
policies. Additionally, the Debtors shall obtain (at market-based premiums) prior to the Effective
Date insurance policies providing coverage for claims (as defined in such policies) made for any
wrongful acts (as defined in such policies) or other covered conduct, acts or omissions occurring
prior to the Effective Date (also referred to as tail coverage) with coverage (in scope and
substance) and on terms no less favorable to the current insureds than the Debtors insurance
policies existing as of the date of entry of the Confirmation Order, which insurance policies shall
be described in greater detail in the Plan Supplement and shall be reasonably acceptable to a
Majority of Consenting Noteholders.
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10.8.2 Integral Part of Plan.
Each of the provisions set forth in Section 10.8 is an integral part of the Plan and is
essential to its implementation. Each Person entitled to indemnification and insurance pursuant to
this Section 10.8 shall have the right to independently seek the enforcement of each of the terms
of this Section 10.8.
ARTICLE XI: RETENTION OF JURISDICTION
11.1
Exclusive Jurisdiction of the Bankruptcy Court.
Pursuant to Sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the
Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain
exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases, the
Plan and the Confirmation Order to the fullest extent permitted by law, including, among other
things, jurisdiction to:
11.1.1 allow, disallow, determine, liquidate, classify, estimate or establish the priority or
secured or unsecured status of any Claim or Interest, including the resolution of any request for
payment of any Administrative Expense Claim or Priority Tax Claim and the resolution of any
objections to the allowance or priority of Claims or Interests;
11.1.2 grant or deny any applications for allowance of compensation or reimbursement of
expenses authorized pursuant to the Bankruptcy Code or the Plan for periods ending on or before the
Effective Date;
11.1.3 resolve any matters related to the assumption or assumption and assignment of any
executory contract or unexpired lease to which any Debtor is a party or with respect to which any
Debtor or the Reorganized Debtor may be liable and to hear, determine, and, if necessary, liquidate
any Claims arising therefrom;
11.1.4 ensure that distributions to Holders of Allowed Claims or Allowed Interests are
accomplished pursuant to the provisions of the Plan;
11.1.5 decide or resolve any motions, adversary proceedings, contested or litigated matters
and any other matters and grant or deny any applications involving the Debtors that may be pending
on the Effective Date;
11.1.6 enter such orders as may be necessary or appropriate to implement or consummate the
provisions of the Plan, the Confirmation Order and all contracts, instruments, releases and other
agreements or documents created in connection with the Plan, the Disclosure Statement or the
Confirmation Order;
11.1.7 resolve any cases, controversies, suits or disputes that may arise in connection with
the consummation, interpretation, or enforcement of the Plan, the Confirmation Order or any
contract, instrument, release or other agreement or document that is executed or created pursuant
to the Plan, or any entitys rights arising from or obligations incurred in connection with the
Plan or such documents, except to the extent the Amended and Restated
87
Credit Documents expressly provide otherwise, in which case, the Bankruptcy Courts
jurisdiction in respect of such Amended and Restated Credit Documents shall be concurrent;
11.1.8 approve any modification of the Plan before or after the Effective Date pursuant to
Section 1127 of the Bankruptcy Code or approve any modification of the Disclosure Statement, the
Confirmation Order or any contract, instrument, release or other agreement or document created in
connection with the Plan, the Disclosure Statement or the Confirmation Order, or remedy any defect
or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the Disclosure
Statement, the Confirmation Order or any contract, instrument, release or other agreement or
document created in connection with the Plan, the Disclosure Statement or the Confirmation Order,
in such manner as may be necessary or appropriate to consummate the Plan;
11.1.9 hear and determine all applications for compensation and reimbursement of expenses of
Professionals under the Plan or under Sections 330, 331, 363, 503(b), 1103 and 1129(c)(9) of the
Bankruptcy Code, which shall be payable by the Debtors only upon allowance thereof pursuant to the
order of the Bankruptcy Court, provided, however, that the fees and expenses of the
Reorganized Debtors, incurred after the Effective Date, including counsel fees, may be paid by the
Reorganized Debtors in the ordinary course of business and shall not be subject to the approval of
the Bankruptcy Court;
11.1.10 issue injunctions, enter and implement other orders, or take such other actions as may
be necessary or appropriate to restrain interference by any entity with consummation,
implementation or enforcement of the Plan or the Confirmation Order;
11.1.11 hear and determine causes of action by or on behalf of the Debtors or the Reorganized
Debtors;
11.1.12 hear and determine matters concerning state, local and federal taxes in accordance
with Sections 346, 505 and 1146 of the Bankruptcy Code;
11.1.13 enter and implement such orders as are necessary or appropriate if the Confirmation
Order is for any reason or in any respect modified, stayed, reversed, revoked or vacated, or if
distributions pursuant to the Plan are enjoined or stayed;
11.1.14 determine any other matters that may arise in connection with or relate to the Plan,
the Disclosure Statement, the Confirmation Order or any contract, instrument, release, or other
agreement, or document created in connection with the Plan, the Disclosure Statement or the
Confirmation Order; provided, however, that the terms of the Amended and Restated Credit Documents
shall govern the jurisdiction respecting the interpretation or enforcement, after the Effective
Date, of the Amended and Restated Credit Documents or any rights or remedies thereunder of the
secured lenders party thereto;
11.1.15 enforce all orders, judgments, injunctions, releases, exculpations, indemnifications
and rulings entered in connection with the Chapter 11 Cases;
11.1.16 hear and determine all matters related to (i) the property of the Estates from and
after the Confirmation Date and (ii) the activities of the Reorganized Debtors; provided, however,
that the terms of the Amended and Restated Credit Documents shall govern
88
the jurisdiction respecting the interpretation or enforcement, after the Effective Date, of
the Amended and Restated Credit Documents or any rights or remedies thereunder of the secured
lenders party thereto;
11.1.17 hear and determine disputes with respect to compensation of the Reorganized Debtors
professional advisors.
11.1.18 hear and determine such other matters as may be provided in the Confirmation Order or
as may be authorized under the Bankruptcy Code; and
11.1.19
enter an order closing the Chapter 11 Cases.
ARTICLE XII: MISCELLANEOUS
12.1
Surrender of Instruments.
12.1.1 As a condition to participation under the Plan, the Holder of a Note, debenture or
other evidence of indebtedness of the Debtors that desires to receive the property to be
distributed on account of an Allowed Claim based on such Note, debenture or other evidence of
indebtedness shall surrender such Note, debenture or other evidence of indebtedness to the Debtors,
or their designee (unless such Holders Claim will be Reinstated by the Plan, in which case such
surrender shall not be required), and shall execute and deliver such other documents as are
necessary to effectuate the Plan; provided, however, that if a claimant is a Holder
of an equity security or Note, debenture or other evidence of indebtedness for which no physical
certificate was issued to the Holder but which instead is held in book-entry form pursuant to a
global security held by DTC or other securities depositary or custodian thereof, then the
beneficial holder of such a Noteholders Claim shall be deemed to have surrendered such holders
security, Note, debenture or other evidence of indebtedness upon the surrender of such global
security by DTC or such other securities depository or custodian thereof, or in the event the DTC
or such other securities depository or custodian does not surrender such global security on the
Effective Date or as soon as practicable thereafter, then the Debtors may waive any requirement of
surrender of such Note. Except as otherwise provided in this section, if no surrender of a
security, Note, debenture or other evidence of indebtedness occurs and a claimant does not provide
an affidavit and indemnification agreement, in form and substance satisfactory to the Debtors, that
such security, Note, debenture or other evidence of indebtedness was lost, then no distribution may
be made to any claimant whose Claim or Interest is based on such security, Note, debenture or other
evidence of indebtedness thereof. The Debtors or the Reorganized Debtors (as the case may be)
shall make subsequent distributions only to the persons who surrender the securities for exchange
(or their assignees) and the record Holders of such securities shall be those Holders of record as
of the Effective Date.
12.2 Committees.
The appointment of the Unsecured Creditors Committee, and any other official committee in the
Chapter 11 Cases, shall terminate on the Effective Date.
12.3 Post-Confirmation Date Retention of Professionals.
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Upon the Effective Date, any requirement that professionals employed by the Reorganized
Debtors comply with Sections 327 through 331 of the Bankruptcy Code in seeking retention or
compensation for services rendered after such date will terminate, and the Reorganized Debtors will
be authorized to employ and compensate professionals in the ordinary course of business and without
the need for Bankruptcy Court approval.
12.4 Bar Date for Payment or Reimbursement of Professional Fees and Expenses and Claims
for Substantial Contribution.
Except as otherwise provided in the Final Cash Collateral Orders, all final requests for
compensation or reimbursement of the fees of any professional employed in the Chapter 11 Cases
pursuant to Section 327 or 1103 of the Bankruptcy Code or otherwise, including any Claims for
making a substantial contribution under Section 503(b)(4) of the Bankruptcy Code, must be filed and
served on the Reorganized Debtors and their counsel and the Office of the United States Trustee,
not later than forty five (45) days after the Effective Date, unless otherwise ordered by the
Bankruptcy Court. Objections to applications of such professionals or other entities for
compensation or reimbursement of expenses must be filed and served on the parties specified above
in this Section 12.4 and the requesting professional or other entity not later than twenty (20)
days after the date on which the applicable application for compensation or reimbursement was
served.
12.5 Effectuating Documents and Further Transactions.
Each of the Debtors and the Reorganized Debtors is authorized to execute, deliver, file or
record such contracts, instruments, releases and other agreements or documents and take such
actions as may be necessary or appropriate to effectuate, implement and further evidence the terms
and conditions of the Plan and any notes or securities issued pursuant to the Plan.
12.6 Exemption from Transfer Taxes.
Pursuant to Section 1146(a) of the Bankruptcy Code, (a) the issuance, transfer or exchange of
notes or equity securities under the Plan; (b) the creation of any mortgage, deed of trust, Lien,
pledge or other security interest; (c) the making or assignment of any lease or sublease; or (d)
the making or delivery of any deed or other instrument of transfer under the Plan, including,
without limitation, merger agreements, agreements of consolidation, restructuring, disposition,
liquidation or dissolution, deeds, bills of sale, and transfers of tangible property, shall not be
subject to any stamp tax or other similar tax.
12.7 Payment of Statutory Fees.
All fees payable pursuant to Section 1930 of title 28 of the United States Code, as determined
by the Bankruptcy Court at the Confirmation Hearing, shall be paid on the Effective Date.
12.8 Payment of Notes Indenture Trustee Fees.
Notwithstanding anything to the contrary in the Plan, the Notes Indenture Trustee Fees shall
be paid in full, in cash, on the Effective Date; provided, however, that such
amounts
90
shall exclude any fees and expenses incurred by the Notes Indenture Trustees related to any
objections to Confirmation of the Plan and/or such other actions that may interfere with or delay
Confirmation of the Plan.
12.9 Notes Indenture Trustees Proof of Claim in respect of Noteholders Claims.
Consistent with Bankruptcy Rule 3003(c) and as provided in Sections 3.2.5(d), 3.3.4(d),
3.4.5(d), 3.5.5(d) and 3.5.6(d), in the event that the Notes Indenture Trustees file a proof of
claim in respect of the Noteholders Claims and a Noteholder also files a Proof of Claim evidencing
a duplicative Noteholders Claim, then only the Proof of Claim of the Indenture Trustees shall be
Allowed.
12.10 Amendment or Modification of the Plan.
Subject to Section 1127 of the Bankruptcy Code and, to the extent applicable, Sections 1122,
1123 and 1125 of the Bankruptcy Code, the Debtors may alter, amend, modify or supplement the Plan,
Plan Supplement or the Exhibits at any time prior to or after the Confirmation Date but prior to
the Substantial Consummation of the Plan; provided, however, that any amendment,
modification or supplement to the Plan is reasonably acceptable to a Majority of Consenting
Noteholders and shall not be inconsistent with the terms of the Banks Support Agreements. A Holder
of a Claim or Interest that has accepted the Plan shall be deemed to have accepted the Plan, as
altered, amended, modified or supplemented, if the proposed alteration, amendment, modification or
supplement does not materially and adversely change the treatment of the Claim or Interest of such
Holder.
12.11 Severability of Plan Provisions.
If, prior to the Confirmation Date, any term or provision of the Plan is determined by the
Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court shall have the power to
alter and interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void
or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and
provisions of the Plan shall remain in full force and effect and shall in no way be affected,
Impaired or invalidated by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and
enforceable pursuant to its terms.
12.12 Binding Effect; Successors and Assigns.
The Plan shall be binding upon and inure to the benefit of the Debtors, all present and former
Holders of Claims and Interests, and all other parties in interests in these Chapter 11 Cases and
the respective successors and assigns of each of the foregoing, including, without limitation, the
Reorganized Debtors. The rights, benefits and obligations of any entity named or referred to in
the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator,
successor or assign of such entity.
12.13 Revocation, Withdrawal or Non-Consummation.
91
Subject to the rights of the Consenting Noteholders under the Noteholders Support Agreement
and the Noteholders Plan Term Sheet, the Debtors reserve the right to revoke or withdraw the Plan
as to any or all of the Debtors prior to the Confirmation Date and to file subsequent plans of
reorganization. If the Debtors revoke or withdraw the Plan as to any or all of the Debtors, or if
confirmation or consummation as to any or all of the Debtors does not occur, then, with respect to
such Debtors, (a) the Plan shall be null and void in all respects, (b) any settlement or compromise
embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest
or Class of Claims or Interests), assumption or rejection of executory contracts or unexpired
leases effected by the Plan, and any document or agreement executed pursuant to the Plan shall be
deemed null and void and (c) nothing contained in the Plan shall (i) constitute a waiver or release
of any Claims by or against, or any Interests in,
such Debtors or any other Person, (ii) prejudice in any manner the rights of such Debtors or
any other Person or (iii) constitute an admission of any sort by the Debtors or any other Person.
12.14 Notice.
All notices, requests and demands to or upon the Debtors or the Reorganized Debtors to be
effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as follows:
R.H. Donnelley Corporation
1001 Winstead Drive,
Cary, NC 27513.
Attn: Corporate Secretary
Telephone: (919) 297-1600
Facsimile: (919) 297-1518
1001 Winstead Drive,
Cary, NC 27513.
Attn: Corporate Secretary
Telephone: (919) 297-1600
Facsimile: (919) 297-1518
with a copy to:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, Delaware 19899-0391
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, Delaware 19899-0391
Attn: Robert S. Brady (No. 2847)
Edmon L. Morton (No. 3856)
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Edmon L. Morton (No. 3856)
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
SIDLEY AUSTIN LLP
1 South Dearborn Street
Chicago, IL 60603
Attn: James F. Conlan, Esq.
Jeffrey C. Steen, Esq.
Paul S. Caruso, Esq.
Jeffrey E. Bjork, Esq.
Bojan Guzina, Esq.
1 South Dearborn Street
Chicago, IL 60603
Attn: James F. Conlan, Esq.
Jeffrey C. Steen, Esq.
Paul S. Caruso, Esq.
Jeffrey E. Bjork, Esq.
Bojan Guzina, Esq.
92
Alex R. Rovira, Esq.
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
Telephone: (312) 853-7000
Facsimile: (312) 853-7036
12.15 Governing Law.
Except to the extent that the Bankruptcy Code, the Bankruptcy Rules or other federal law is
applicable, or to the extent that an exhibit or schedule to the Plan or the relevant document
provide otherwise, the rights and obligations arising under the Plan shall be governed by, and
construed and enforced in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflicts of law of such jurisdiction.
12.16 Tax Reporting and Compliance.
The Reorganized Debtors are hereby authorized, on behalf of each of the Debtors, to request an
expedited determination under Section 505 of the Bankruptcy Code of the tax liability of the
Debtors for all taxable periods ending after the Petition Date through, and including, the
Effective Date.
12.17 Filing of Additional Documents.
On or before Substantial Consummation of the Plan, the Reorganized Debtors and the Debtors, as
applicable, shall File such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan, each in form and substance
reasonably acceptable, or acceptable, as the case may be, to a Majority of Consenting Noteholders
in accordance with the Noteholders Support Agreement and Noteholders Plan Term Sheet.
12.18 Reservation of Rights.
Except as expressly set forth herein, the Plan shall have no force and effect unless the
Bankruptcy Court has entered the Confirmation Order. The filing of the Plan, any statement or
provision contained in the Plan, or the taking of any action by the Debtors with respect to the
Plan shall not be and shall not be deemed to be an admission or waiver of any rights of the Debtors
with respect to the Holders of Claims and Interests.
Notwithstanding anything in the contrary in the Plan, each of the Debtors expressly reserves
the right to cure and reinstate the Prepetition Lenders Claims against the Holders of the
Prepetition Lenders Claims pursuant to Section 1124 of the Bankruptcy Code.
Dated: October 21, 2009
R.H. Donnelley Corporation (for itself and on behalf of the other Debtors, as Debtors and Debtors in Possession) |
||||
By: | /s/ Steven M. Blondy | |||
Name: | Steven M. Blondy | |||
Title: | Executive Vice President and Chief Financial Officer |
93
Appendix A
Primary Obligor Debtors
Debtor Number | Debtor Name | |
1.
|
R.H. Donnelley Corporation | |
2.
|
Dex Media, Inc. | |
3.
|
R.H. Donnelley, Inc. | |
4.
|
Dex Media West LLC | |
5.
|
Dex Media East LLC |
94
Appendix B
DMW Guarantor Debtors
Debtor Number | Debtor Name | |
6.
|
Dex Media West, Inc. | |
7.
|
Dex Media West Finance Co. |
95
Appendix C
DME Guarantor Debtors
Debtor Number | Debtor Name | |
8.
|
Dex Media East, Inc. | |
9.
|
Dex Media East Finance Co. |
96
Appendix D
RHDI Guarantor Debtors
Debtor Number | Debtor Name | |
10.
|
DonTech Holdings, LLC | |
11.
|
DonTech II Partnership | |
12.
|
R.H. Donnelley Publishing & Advertising of Illinois Holdings, LLC | |
13.
|
R.H. Donnelley Publishing & Advertising of Illinois Partnership | |
14.
|
Get Digital Smart, Inc. | |
15.
|
R.H. Donnelley APIL, Inc. | |
16.
|
R.H. Donnelley Publishing & Advertising, Inc. |
97
Appendix E
Non-Guarantor Debtors
Debtor Number | Debtor Name | |
17.
|
Dex Media Service LLC | |
18.
|
Business.com, Inc. | |
19.
|
Work.com, Inc. | |
20.
|
RHD Service LLC |
98