Long-Term Debt

The following table presents the fair market value of our long-term debt at June 30, 2012 based on quoted market prices on that date, as well as the carrying value of our long-term debt at June 30, 2012, which includes (1) $47.4 million of unamortized fair value adjustments required by GAAP in connection with the Company’s adoption of fresh start accounting on the Fresh Start Reporting Date, (2) the issuance of an additional $10.5 million of Dex One Senior Subordinated Notes as a result of the Company's election to make PIK interest payments for the semi-annual interest period ending March 31, 2012 and (3) the impact of the Debt Repurchases. See Note 1, “Business and Basis of Presentation - Significant Financing Developments” for additional information on the Debt Repurchases.



	June 30, 2012
	Fair Market Value		Carrying Value
RHDI Amended and Restated Credit Facility	$	347,456	$	793,169
Dex Media East Amended and Restated Credit Facility	278,308		536,684
Dex Media West Amended and Restated Credit Facility	320,101		526,672
Dex One Senior Subordinated Notes	50,947		212,278
Total Dex One consolidated	996,812		2,068,803
Less current portion	121,252		233,583
Long-term debt	$	875,560	$	1,835,220

Credit Facilities

RHDI Amended and Restated Credit Facility

In conjunction with the Credit Facility Repurchases, RHDI repurchased $92.0 million of loans under the RHDI Amended and Restated Credit Facility at a rate of 43.5% of par. As of June 30, 2012, the outstanding carrying value under the RHDI Amended and Restated Credit Facility totaled $793.2 million. The RHDI Amended and Restated Credit Facility requires quarterly principal and interest payments and matures on October 24, 2014. The weighted average interest rate of outstanding debt under the RHDI Amended and Restated Credit Facility was 9.0% at June 30, 2012.

Dex Media East Amended and Restated Credit Facility

In conjunction with the Credit Facility Repurchases, DME Inc. repurchased $23.6 million of loans under the Dex Media East Amended and Restated Credit Facility at a rate of 53.0% of par. As of June 30, 2012, the outstanding carrying value under the Dex Media East Amended and Restated Credit Facility totaled $536.7 million. The Dex Media East Amended and Restated Credit Facility requires quarterly principal and interest payments and matures on October 24, 2014. The weighted average interest rate of outstanding debt under the Dex Media East Amended and Restated Credit Facility was 3.0% at June 30, 2012.

Dex Media West Amended and Restated Credit Facility

In conjunction with the Credit Facility Repurchases, DMW Inc. repurchased $26.6 million of loans under the Dex Media West Amended and Restated Credit Facility at a rate of 64.0% of par. As of June 30, 2012, the outstanding carrying value under the Dex Media West Amended and Restated Credit Facility totaled $526.7 million. The Dex Media West Amended and Restated Credit Facility requires quarterly principal and interest payments and matures on October 24, 2014. The weighted average interest rate of outstanding debt under the Dex Media West Amended and Restated Credit Facility was 7.3% at June 30, 2012.

Notes

Dex One Senior Subordinated Notes

In conjunction with the Note Repurchases, the Company repurchased $98.2 million aggregate principal amount of Dex One Senior Notes at a rate of 27.0% of par. As of June 30, 2012, the outstanding carrying value of the Dex One Senior Subordinated Notes totaled $212.3 million. Interest on the Dex One Senior Subordinated Notes is payable semi-annually on March 31st and September 30th of each year, commencing on March 31, 2010 through January 29, 2017. The Dex One Senior Subordinated Notes accrue interest at an annual rate of 12% for cash interest payments and 14% if the Company elects PIK interest payments. The Company may elect, no later than two business days prior to the beginning of any such semi-annual interest period, whether to make each interest payment on the Dex One Senior Subordinated Notes (i) entirely in cash or (ii) 50% in cash and 50% in PIK interest, which is capitalized as additional senior subordinated notes. In the absence of such an election for any subsequent semi-annual interest period, interest on the Dex One Senior Subordinated Notes will be payable in the form of the interest payment for the semi-annual interest period immediately preceding such subsequent semi-annual interest period. For the semi-annual interest period ending March 31, 2012, the Company made interest payments 50% in cash and 50% in PIK interest, as permitted by the indenture governing the Dex One Senior Subordinated Notes, resulting in the issuance of an additional $10.5 million of Dex One Senior Subordinated Notes. The Company will continue to make interest payments on the Dex One Senior Subordinated Notes 50% in cash and 50% in PIK interest for the semi-annual interest period ending September 30, 2012.

Impact of Fresh Start Accounting

In conjunction with our adoption of fresh start accounting, an adjustment was established to record our outstanding debt at fair value on the Fresh Start Reporting Date. The Company was required to record our Credit Facilities at a discount as a result of their fair value on the Fresh Start Reporting Date. Therefore, the carrying amount of these debt obligations is lower than the principal amount due at maturity. A total discount of $120.2 million was recorded upon adoption of fresh start accounting associated with our Credit Facilities, of which $47.4 million remains unamortized at June 30, 2012, as shown in the following table.



	Carrying Value at June 30, 2012		Unamortized Fair Value Adjustments at June 30, 2012		Outstanding Debt at June 30, 2012 Excluding the Impact of Unamortized Fair Value Adjustments
RHDI Amended and Restated Credit Facility	$	793,169	$	7,902	$	801,071
Dex Media East Amended and Restated Credit Facility	536,684		33,310		569,994
Dex Media West Amended and Restated Credit Facility	526,672		6,224		532,896
Dex One Senior Subordinated Notes	212,278		—		212,278
Total	$	2,068,803	$	47,436	$	2,116,239

In conjunction with the Credit Facility Repurchases, we accelerated amortization of fair value adjustments to our Credit Facilities of $2.0 million, which partially offset the net gain on Credit Facility Repurchases recognized during the six months ended June 30, 2012. See Note 1, “Business and Basis of Presentation - Significant Financing Developments” for additional information.