AGREEMENT AND PLAN OF MERGER AMONG QUEBECOR PRINTING INC. PRINTING ACQUISITION INC. AND WORLD COLOR PRESS, INC. Dated as of July 12, 1999Agreement and Plan of Merger • July 16th, 1999 • Quebecor Printing Inc • Commercial printing • Delaware
Exhibit 99.(c)(4) STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of July 12, 1999, between QUEBECOR PRINTING INC., a corporation formed under the laws of Canada ("Grantee"), and WORLD COLOR PRESS, INC., a corporation organized under the laws...Stock Option Agreement • July 16th, 1999 • Quebecor Printing Inc • Commercial printing • Delaware
TERM LOAN AND NON-REVOLVINGCredit Agreement • August 20th, 1999 • Quebecor Printing Inc • Commercial printing
REVOLVINGCredit Agreement • August 20th, 1999 • Quebecor Printing Inc • Commercial printing • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of July 12, 1999, is made and entered into by QUEBECOR PRINTING INC., a corporation formed under the laws of Canada (the "Company"), APC Associates, L.P., a...Registration Rights Agreement • September 3rd, 1999 • Quebecor Printing Inc • Commercial printing • New York
TERM LOAN AND NON-REVOLVINGCredit Agreement • August 20th, 1999 • Quebecor Printing Inc • Commercial printing
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OFShareholder Rights Plan Agreement • August 21st, 2009 • World Color Press Inc. • Commercial printing
MEMORANDUM OF AGREEMENT, dated as of August 20, 2009 between World Color Press Inc. (the “Corporation”) a company incorporated under the laws of Canada and Computershare Investor Services Inc., a company incorporated under the laws of Canada (the “Rights Agent”);
JOINT FILING AGREEMENTJoint Filing Agreement • August 9th, 1999 • Quebecor Printing Inc • Commercial printing
This will confirm the agreement by and among all of the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of the Common Stock, $0.01 par value per share, of World Color Press, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 19, 2010 BETWEEN WORLD COLOR PRESS INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENTShareholder Rights Plan Agreement • February 23rd, 2010 • World Color Press Inc. • Commercial printing
MEMORANDUM OF AGREEMENT, dated as of February 19, 2010 between World Color Press Inc. (the “Corporation”) a company incorporated under the laws of Canada and Computershare Investor Services Inc., a company incorporated under the laws of Canada (the “Rights Agent”);
Exhibit 10.1 TENDER, VOTING AND OPTION AGREEMENT TENDER, VOTING AND OPTION AGREEMENT (this "Agreement"), dated as of July 12, 1999, by and among Quebecor Printing Inc., a company formed under the laws of Canada ("Parent") and each of the parties...Tender, Voting and Option Agreement • September 3rd, 1999 • Quebecor Printing Inc • Commercial printing • Delaware
QuickLinks -- Click here to rapidly navigate through this documentWorld Color Press Inc. • May 27th, 2010 • Commercial printing
As you know, World Color Press Inc. ("World Color Press") and Quad/Graphics, Inc. ("Quad/Graphics") have entered into an arrangement agreement pursuant to which Quad/Graphics will acquire World Color Press (the "Arrangement"). The Arrangement is being submitted for approval at a special meeting of World Color Press shareholders to be held on June 25, 2010.
SECOND AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • June 24th, 2010 • World Color Press Inc. • Commercial printing • New York
THIS AGREEMENT (this “Agreement”), which amends the Arrangement Agreement (as defined below), is made and effective as of June 24, 2010 among Quad/Graphics, Inc., a corporation organized and existing under the laws of the State of Wisconsin, U.S.A. (“Acquiror”), 7345933 Canada Inc., a corporation organized and existing under the laws of Canada and World Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Arrangement Agreement.
ContractCredit Agreement • September 4th, 2008 • Quebecor World Inc • Commercial printing • New York
AMENDMENT NO. 4, DATED AS OF AUGUST 5, 2008, TO THE SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 21, 2008 (THE “CREDIT AGREEMENT”) BY AND AMONG QUEBECOR WORLD, INC. A CORPORATION AMALGAMATED UNDER THE LAWS OF CANADA AND HAVING ITS REGISTERED OFFICE IN MONTREAL, PROVINCE OF QUÉBEC, CANADA, AS A DEBTOR COMPANY UNDER THE COMPANIES CREDITORS ARRANGEMENT ACT (CANADA) (THE “CCAA”) (THE “PARENT”), AND QUEBECOR WORLD (USA) INC., A DELAWARE CORPORATION AND A DEBTOR AND DEBTOR-IN-POSSESSION IN A CASE PENDING UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (11 U.S.C. §§ 101 ET SEQ.) AND AS A DEBTOR COMPANY UNDER THE CCAA (THE “COMPANY”; TOGETHER WITH THE PARENT, THE “BORROWERS”), EACH OF THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT SUISSE, AS AN INITIAL ISSUING BANK, CREDIT SUISSE, AS ADMINISTRATIVE AGENT (THE “ADMINISTRATIVE AGENT”), GENERAL ELECTRIC CAPITAL CORPORATION AND GE CANADA FINANCE HOLDING COMPANY, AS COLLATERAL
ContractCredit Agreement • April 25th, 2008 • Quebecor World Inc • Commercial printing • New York
AMENDED AND RESTATED AMENDMENT NO. 2, DATED AS OF FEBRUARY 26, 2008 (this “AMENDMENT”), TO THE SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 21, 2008 (THE “CREDIT AGREEMENT”) BY AND AMONG QUEBECOR WORLD, INC. A CORPORATION AMALGAMATED UNDER THE LAWS OF CANADA AND HAVING ITS REGISTERED OFFICE IN MONTREAL, PROVINCE OF QUÉBEC, CANADA, AS A DEBTOR COMPANY UNDER THE COMPANIES CREDITORS ARRANGEMENT ACT (CANADA) (THE “CCAA”) (THE “PARENT”), AND QUEBECOR WORLD (USA) INC., A DELAWARE CORPORATION AND A DEBTOR AND DEBTOR-IN-POSSESSION IN A CASE PENDING UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (11 U.S.C. §§ 101 ET SEQ.) AND AS A DEBTOR COMPANY UNDER THE CCAA (THE “COMPANY”; TOGETHER WITH THE PARENT, THE “BORROWERS”), EACH OF THE OTHER LOAN PARTIES PARTY THERETO, THE INITIAL LENDERS PARTY THERETO, CREDIT SUISSE, AS AN INITIAL ISSUING BANK, CREDIT SUISSE, AS ADMINISTRATIVE AGENT (THE “ADMINISTRATIVE AGENT”), GENERAL ELECTRIC CAPITAL CORPORATION A
NOVINK (USA) CORP.Novink • July 21st, 2009 • World Color Press Inc. • Commercial printing • New York
INDENTURE dated as of July 21, 2009 (the “Issue Date”) among NOVINK (USA) CORP., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), WORLD COLOR PRESS INC., a corporation governed by the Canada Business Corporations Act, as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Quebecor World Capital Corporation and Quebecor World Inc. and Citigroup Global Markets Inc. Banc of America Securities LLC RBC Dominion Securities Corporation ABN AMRO Incorporated BNP Paribas Securities...Registration Rights Agreement • January 12th, 2004 • Quebecor World Inc • Commercial printing • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 3, 2003, by and among Quebecor World Capital Corporation, a Delaware corporation (the "Company"), Quebecor World Inc., a corporation amalgamated under the laws of Canada (the "Guarantor"), and Banc of America Securities LLC and Citigroup Global Markets Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Each of the Initial Purchasers has agreed to purchase the Company's Initial Notes (as defined below) pursuant to the Purchase Agreement (as defined below).
ContractCredit Agreement • April 25th, 2008 • Quebecor World Inc • Commercial printing • New York
AMENDMENT NO. 1, DATED AS OF JANUARY 25, 2008, TO THE SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 21, 2008 (THE “CREDIT AGREEMENT”) BY AND AMONG QUEBECOR WORLD, INC. A CORPORATION AMALGAMATED UNDER THE LAWS OF CANADA AND HAVING ITS REGISTERED OFFICE IN MONTREAL, PROVINCE OF QUÉBEC, CANADA, AS A DEBTOR COMPANY UNDER THE COMPANIES CREDITORS ARRANGEMENT ACT (CANADA) (THE “CCAA”) (THE “PARENT”), AND QUEBECOR WORLD (USA) INC., A DELAWARE CORPORATION AND A DEBTOR AND DEBTOR-IN-POSSESSION IN A CASE PENDING UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (11 U.S.C. §§ 101 ET SEQ.) AND AS A DEBTOR COMPANY UNDER THE CCAA (THE “COMPANY”; TOGETHER WITH THE PARENT, THE “BORROWERS”), EACH OF THE OTHER LOAN PARTIES PARTY THERETO, THE INITIAL LENDERS PARTY THERETO, CREDIT SUISSE, AS AN INITIAL ISSUING BANK, CREDIT SUISSE, AS ADMINISTRATIVE AGENT (THE “ADMINISTRATIVE AGENT”) AND AS COLLATERAL AGENT FOR THE LENDER PARTIES AND THE OTHER SECURED PARTIES (IN
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2009 • World Color Press Inc. • Commercial printing • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of July 21, 2009 (this “Agreement”), is made and entered into by WORLD COLOR PRESS INC. (formerly named Quebecor World Inc.), a corporation existing under the laws of Canada (the “Company”), and the Persons named in Annex I attached hereto.
ARRANGEMENT AGREEMENT between QUAD/GRAPHICS, INC. and WORLD COLOR PRESS INC. dated as of January 25, 2010Arrangement Agreement • January 27th, 2010 • World Color Press Inc. • Commercial printing • New York
THIS ARRANGEMENT AGREEMENT (this “Agreement”) is made and effective as of January 25, 2010 between Quad/Graphics, Inc., a corporation organized and existing under the laws of the State of Wisconsin, U.S.A. (“Acquiror”), and World Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in Section 7.11.
TERM FACILITY CREDIT AGREEMENT Dated as of July 21, 2009 Among WORLD COLOR PRESS INC., and NOVINK (USA) CORP., to be renamed WORLD COLOR (USA) CORP., as Borrowers and THE GUARANTORS PARTY HERETO, and CREDIT SUISSE, GENERAL ELECTRIC CAPITAL CORPORATION...Term Facility Credit Agreement • August 4th, 2009 • World Color Press Inc. • Commercial printing • New York
TERM FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of July 21, 2009 among WORLD COLOR PRESS INC., a corporation amalgamated under the laws of Canada and having its registered office in Montreal, Province of Québec, Canada, (the “Parent”), and NOVINK (USA) CORP. (successor in interest to Quebecor World (USA) Inc. (“QWUSA”)), to be renamed WORLD COLOR (USA) CORP, a Delaware corporation (the “Company” and, together with the Parent, the “Borrowers”), and each of the direct and indirect subsidiaries of the Borrowers set forth on Annex I hereto (each, a “Guarantor” and, collectively, together with the Parent, the Company, any Intermediate Holding Company, any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereu
SERIES I AND SERIES II WARRANT INDENTUREWorld Color Press Inc. • July 23rd, 2009 • Commercial printing • Ontario
WHEREAS the Corporation deems it necessary to enter into this Series I and Series II Warrant Indenture to provide for the creation and issuance of the Warrants in the manner hereinafter set forth;
TRUST AGREEMENT MADE AS OF THE 28th DAY OF MARCH 2003.Trust Agreement • March 27th, 2009 • Quebecor World Inc • Commercial printing • Quebec
WHEREAS 46,987,120 Multiple Voting Shares and 94,334,438 Subordinate Voting Shares of the Corporation (collectively, the “Participating Shares”) are issued and outstanding;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 27th, 2010 • World Color Press Inc. • Commercial printing • New York
VOTING AND SUPPORT AGREEMENT, dated as of January 25, 2010 (this “Agreement”), among World Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”), the trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated April 29, 2000, as amended (the “Voting Trust Agreement”) pursuant to which certain shares of capital stock of Quad/Graphics, Inc., a Wisconsin corporation (“Acquiror”), are held by the Quad/Graphics, Inc. Voting Trust (the “Voting Trust”), and the undersigned beneficiaries of the Voting Trust (together with the Voting Trust, the “Shareholders”) (such shares of capital stock of Acquiror owned by the Shareholders as of the date hereof, the “Existing Shares” and, together with any Acquiror Shares acquired by the Shareholders after the date hereof, the “Shares”, the trust certificates of the Voting Trust held by such beneficiaries as of the date hereof, the “Existing Trust Certificates” and, together with any trust cer
ContractCredit Agreement • April 25th, 2008 • Quebecor World Inc • Commercial printing • New York
AMENDMENT NO. 3, DATED AS OF MARCH 27, 2008, TO THE SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT DATED AS OF JANUARY 21, 2008 (THE “CREDIT AGREEMENT”) BY AND AMONG QUEBECOR WORLD, INC. A CORPORATION AMALGAMATED UNDER THE LAWS OF CANADA AND HAVING ITS REGISTERED OFFICE IN MONTREAL, PROVINCE OF QUÉBEC, CANADA, AS A DEBTOR COMPANY UNDER THE COMPANIES CREDITORS ARRANGEMENT ACT (CANADA) (THE “CCAA”) (THE “PARENT”), AND QUEBECOR WORLD (USA) INC., A DELAWARE CORPORATION AND A DEBTOR AND DEBTOR-IN-POSSESSION IN A CASE PENDING UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (11 U.S.C. §§ 101 ET SEQ.) AND AS A DEBTOR COMPANY UNDER THE CCAA (THE “COMPANY”; TOGETHER WITH THE PARENT, THE “BORROWERS”), EACH OF THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, CREDIT SUISSE, AS AN INITIAL ISSUING BANK, CREDIT SUISSE, AS ADMINISTRATIVE AGENT (THE “ADMINISTRATIVE AGENT”), GENERAL ELECTRIC CAPITAL CORPORATION AND GE CANADA FINANCE HOLDING COMPANY, AS COLLATERAL
CREDIT AGREEMENT Dated as of July 21, 2009 among WORLD COLOR PRESS INC., and NOVINK (USA) CORP., to be renamed WORLD COLOR (USA) CORP., as Borrowers THE GUARANTORS PARTY HERETO, GENERAL ELECTRIC CAPITAL CORPORATION, WELLS FARGO FOOTHILL, LLC and...Credit Agreement • August 4th, 2009 • World Color Press Inc. • Commercial printing • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 21, 2009 among WORLD COLOR PRESS INC., a corporation amalgamated under the laws of Canada and having its registered office in Montreal, Province of Quebec, Canada (the “Parent”), NOVINK (USA) CORP. (successor in interest to Quebecor World (USA) Inc. (“QWUSA”)), to be renamed WORLD COLOR (USA) CORP. a Delaware corporation (the “Company”) and each of the direct and indirect subsidiaries of the Parent and the Company approved from time to time by the Administrative Agents (as defined below) in their capacities as Borrowers (each a “Subsidiary Borrower”, and collectively the “Subsidiary Borrowers”, together with the Company and the Parent, the “Borrowers”), and each of the direct and indirect subsidiaries of the Borrowers set forth on Annex I hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the Initial Lenders (as hereinafter defined)
