EXECUTION VERSION BOWNE & CO., INC. 5.00% CONVERTIBLE SUBORDINATED DEBENTURES DUE OCTOBER 1, 2033 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2003 • Bowne & Co Inc • Commercial printing • New York
THIRD AMENDMENT Dated as of September 17, 2003 toNote Purchase Agreement • October 17th, 2003 • Bowne & Co Inc • Commercial printing • New York
1 EXHIBIT 11(c)(1) AGREEMENT AND PLAN OF MERGER AMONG BOWNE & CO., INC., DESI ACQUISITION, INC. AND DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED DATED AS OF MAY 27, 1998 2 TABLE OF CONTENTSMerger Agreement • June 3rd, 1998 • Bowne & Co Inc • Commercial printing • Delaware
RECITALSStockholders' Agreement • June 8th, 1998 • Bowne & Co Inc • Commercial printing • Delaware
STOCK PURCHASE AGREEMENT, dated as of March 7, 1997, among Peter Jay Stafford, Rosamaria Caballero Stafford (collectively, the "Stockholders") and BOWNE & CO., INC. a New York corporation (the "Buyer"). W I T N E S S E T H : WHEREAS, the Stockholders...Stock Purchase Agreement • April 25th, 1997 • Bowne & Co Inc • Commercial printing • New York
1 AGREEMENT AND PLAN OF MERGER, dated as of February 14, 1997, among Bowne & Co., Inc., a New York corporation ("Parent"), BAZ Acquisition, Inc., an Arizona corporation ("Sub"), Imagineer, Inc., an Arizona corporation (the "Company"), Michael J....Merger Agreement • April 25th, 1997 • Bowne & Co Inc • Commercial printing • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 17th, 2003 • Bowne & Co Inc • Commercial printing
BOWNE LOGO September 1, 1998 Robert M. Johnson 8 Smugglers Cove Lloyd Harbor, NY 11743 Dear Bob: This letter records the understanding you and the Company have reached with regard to amending our letter agreement (the "Letter") dated January 29, 1996....Letter Agreement • March 31st, 1999 • Bowne & Co Inc • Commercial printing
1 EXHIBIT 7.9 CREDIT AGREEMENTCredit Agreement • June 17th, 1998 • Bowne & Co Inc • Commercial printing • New York
andRights Agreement • June 24th, 1998 • Bowne & Co Inc • Commercial printing • Delaware
INDENTUREIndenture • October 17th, 2003 • Bowne & Co Inc • Commercial printing • New York
1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), made this 19th day of June, 1998, by and between Bowne & Co., Inc., a New York corporation ("Bowne-New York"), and Bowne & Co., Inc., a Delaware corporation and a...Merger Agreement • June 24th, 1998 • Bowne & Co Inc • Commercial printing • New York
1 AMENDMENT NO. 1 AND MASTER ASSIGNMENT AMENDMENT NO. 1 and MASTER ASSIGNMENT, dated as of October 30, 1998 (this "Amendment"), to and under the Credit Agreement, dated as of July 7, 1997, by and among Bowne & Co., Inc., the Subsidiary Borrowers party...Credit Agreement • November 17th, 1998 • Bowne & Co Inc • Commercial printing
1 EXHIBIT __ CREDIT AGREEMENTCredit Agreement • March 31st, 1998 • Bowne & Co Inc • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER Among BOWNE & CO., INC., R.R. DONNELLEY & SONS COMPANY and SNOOPY ACQUISITION, INC. Dated as of February 23, 2010Merger Agreement • February 24th, 2010 • Bowne & Co Inc • Commercial printing • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 23, 2010, among Bowne & Co., Inc., a Delaware corporation (the “Company”), R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Snoopy Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
FIVE-YEAR CREDIT AGREEMENT dated as of May 11, 2005, among BOWNE & CO., INC. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, as...Credit Agreement • May 13th, 2005 • Bowne & Co Inc • Commercial printing • New York
FIVE-YEAR CREDIT AGREEMENT dated as of May 11, 2005, among BOWNE & CO., INC., a Delaware corporation; the BORROWING SUBSIDIARIES party hereto; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for such lenders.
1 Exhibit 10.9 REVISED TERMINATION PROTECTION AGREEMENT AGREEMENT as of August 23,1995 (the "Effective Date") by and between Bowne & Co., Inc., a New York corporation (together with its subsidiaries and affiliates and, after a Change of Control Event...Termination Protection Agreement • March 27th, 2001 • Bowne & Co Inc • Commercial printing • New York
1 EXHIBIT 7.10 AGREEMENT AND PLAN OF MERGER AMONG BOWNE & CO., INC., DESI ACQUISITION, INC. AND DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED DATED AS OF MAY 27, 1998 2 TABLE OF CONTENTSAgreement and Plan of Merger • June 17th, 1998 • Bowne & Co Inc • Commercial printing • Delaware
1 EXHIBIT 7.12 CONFIDENTIALITY AND STANDSTILL AGREEMENT This Confidentiality and Standstill Agreement (the "Agreement") is made as of March 19, 1998 between Bowne & Co., Inc. (the "Company"), and Donnelley Enterprise Solutions Incorporated, a Delaware...Confidentiality Agreement • June 8th, 1998 • Bowne & Co Inc • Commercial printing • Illinois
BERLITZ GLOBALNET, INC. STOCK PURCHASE AGREEMENT by and among BGS COMPANIES, INC., as Buyer, and BERLITZ INTERNATIONAL, INC. and BERLITZ INVESTMENT CORPORATION, as SellersStock Purchase Agreement • November 15th, 2002 • Bowne & Co Inc • Commercial printing • New York
Stock Purchase Agreement, dated as of August 7, 2002 (this “Agreement”), by and among BGS Companies, Inc., a Delaware corporation (the “Buyer”), Berlitz International, Inc., a New York corporation (“Berlitz International”), and Berlitz Investment Corporation, a Delaware corporation (“Berlitz Investment” and together with Berlitz International, the “Sellers”), for the purchase and sale of all of the issued and outstanding shares of capital stock of Berlitz GlobalNET, Inc., a New York corporation (the “Company”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 19th, 2008 • Bowne & Co Inc • Commercial printing • New York
SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of September 18, 2008, between Bowne & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon, a New York banking corporation (formerly known as The Bank of New York, a New York banking corporation), as Trustee (the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 20th, 2009 • Bowne & Co Inc • Commercial printing • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 2009 (this “Amendment”), is by and among BOWNE & CO., INC., a Delaware corporation (the “Company”), the other US Borrowers party hereto (collectively with the Company, the “US Borrowers”), BOWNE OF CANADA, LTD. (the “Canadian Borrower” and, together with the US Borrowers, the “Borrowers”), the other Loan Parties party hereto (such other Loan Parties, together with the Borrowers, being hereinafter referred to collectively as the “Loan Parties”), JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A. and CAPITAL ONE, N.A. (collectively, the “Continuing Lenders”), WELLS FARGO FOOTHILL, LLC and SOVEREIGN BANK (collectively, the “New Lenders”), and solely for the purposes of Section 3 hereof, CITIBANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION and US BANK, NATIONAL ASSOCIATION (collectively, the “Exiting Lenders”), JPMORGAN CHASE BANK, N.A. as US Administrative Agent for the Lenders under the Credit Agreement de
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2003 • Bowne & Co Inc • Commercial printing
This First Amendment to Credit Agreement, dated as of March 28, 2003 (the “Amendment”) amends that certain Credit Agreement, dated as of July 2, 2002 (the “Credit Agreement”), by and among BOWNE & CO., INC., a Delaware corporation (the “Borrower”), FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 to the Credit Agreement (each a “Lender”, and collectively, the “Lenders”), FLEET NATIONAL BANK, as Agent for the Lenders, JPMORGAN CHASE BANK, as Documentation Agent (the “Documentation Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”).
THE LONDON WALL LIMITED PARTNERSHIP acting by its general partners HAMMERSON LONDON WALL (GP) LIMITED and KAJIMA CITY DEVELOPMENTS LIMITED and BOWNE INTERNATIONAL LIMITED and BOWNE & CO INC AGREEMENT FOR LEASE Nabarro Nathanson 1 South Quay Victoria...Agreement for Lease • February 9th, 2006 • Bowne & Co Inc • Commercial printing • England and Wales
FIRST SCHEDULE Property SECOND SCHEDULE Disclosed Documents THIRD SCHEDULE Lease FOURTH SCHEDULE Licence to Carry Out Works FIFTH SCHEDULE Separation Works Specification SIXTH SCHEDULE Duty of Care Letter SEVENTH SCHEDULE Legal Opinion
ASSET PURCHASE AGREEMENT DATED DECEMBER 19, 2005 AMONG VECTOR INVESTMENT HOLDINGS, INC., VESTCOM INTERNATIONAL, INC., VESTCOM MID-ATLANTIC, INC., VESTCOM NEW CENTURY, LLC, VESTCOM WISCONSIN, INC., ELECTRONIC IMAGING SERVICES, INC., VESTCOM...Asset Purchase Agreement • December 22nd, 2005 • Bowne & Co Inc • Commercial printing • New York
ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2005, among VECTOR INVESTMENT HOLDINGS, INC., a Delaware corporation (“Vector”), VESTCOM INTERNATIONAL, INC., a New Jersey corporation (“Vestcom”), VESTCOM MID-ATLANTIC, INC., a Delaware corporation (“Mid-Atlantic”), VESTCOM NEW CENTURY, LLC, a Delaware limited liability company (“New Century”), VESTCOM WISCONSIN, INC., a Wisconsin corporation (“Wisconsin”), ELECTRONIC IMAGING SERVICES, INC., a Delaware corporation (“EIS”), VESTCOM MASSACHUSETTS, INC., a Massachusetts corporation (“Massachusetts”), VESTCOM NORTHWEST, INC., a Delaware corporation (“Northwest”), LIRPACO INC., a Canada corporation (“Lirpaco”), COS INFORMATION INC., a Quebec, Canada corporation (“COS”), 504087 N.B. INC., a New Brunswick, Canada corporation (“NB”), 3013439 Nova Scotia Company, a Nova Scotia corporation (“Nova Scotia”) and VESTCOM ONTARIO INC., an Ontario, Canada corporation (“Ontario”) (each of Vestcom, Mid-Atlantic, New Century, Wisconsin
CREDIT AGREEMENT, Dated as of July 2, 2002 by and among BOWNE & CO., INC., as the Parent Borrower, THE SUBSIDIARIES OF THE PARENT BORROWER FROM TIME TO TIME PARTY HERETO, as Subsidiary Borrowers, THE LENDING INSTITUTIONS FROM TIME TO TIME PARTIES...Credit Agreement • August 14th, 2002 • Bowne & Co Inc • Commercial printing • New York
CREDIT AGREEMENT, dated as of July 2, 2002, by and among BOWNE & CO., INC., a Delaware corporation (the “Parent Borrower”), the Subsidiaries party hereto or which from time to time become party hereto (each a “Subsidiary Borrower” and collectively, the “Subsidiary Borrowers”), FLEET NATIONAL BANK and the other lending institutions listed on Schedule 1 attached hereto (each a “Lender” and, collectively, the “Lenders”), FLEET NATIONAL BANK, as Agent for the Lenders, JPMORGAN CHASE BANK, as Documentation Agent (the “Documentation Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), with FLEET SECURITIES, INC. having acted as the Arranger.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 21st, 2008 • Bowne & Co Inc • Commercial printing • New York
FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of August 19, 2008, between Bowne & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and The Bank of New York Mellon, a New York banking corporation (formerly known as The Bank of New York, a New York banking corporation), as Trustee (the “Trustee”).
Bowne & Co., Inc. New York, NY 10041 Email: susan.cummiskey@bowne.com Fax: 212/658-5814 Susan W. Cummiskey Senior Vice President, Human Resources December 18, 2008Consulting Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing
This letter agreement is in confirmation of your consulting agreement with Bowne & Co., Inc. (together with its subsidiaries and affiliates “Bowne”). If the terms meet your approval please sign and return a copy of this letter agreement to me.
TERMINATION PROTECTION AGREEMENTTermination Protection Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing • New York
The Agreement as of (the “Effective Date”) by and between Bowne & Co., Inc., a New York corporation (together with its subsidiaries and affiliates and, after a Change in Control Event (as defined herein), any successor or successors thereto, the “Corporation”), and (the “Executive”) is hereby amended and restated as of December 31, 2008 (the “Amended Date”). Amounts deferred and vested under this Agreement prior to January 1, 2005 shall be grandfathered and therefore shall continue to be governed by the terms of the Agreement as in effect on . Any amendments to the Agreement on or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically stated.
BOWNE & CO., INC. Amended Restricted Stock Unit Award Agreement — 2008 Granted Pursuant to the Bowne & Co., Inc.Restricted Stock Unit Award Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing
This Restricted Stock Unit Award Agreement (the “Agreement”) sets forth the terms of the grant on «Grant_Date» (the “Grant Date”) by BOWNE & CO., INC., a Delaware corporation (the “Company”), to «Name» (“Employee”) of Restricted Stock Units pursuant to the Company’s 1999 Incentive Compensation Plan, amended and restated effective as of December 31, 2008 (the “Plan”); and
BOWNE & CO., INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 9th, 2004 • Bowne & Co Inc • Commercial printing
This Restricted Stock Agreement (the “Agreement”) sets forth the terms of the grant on (the “Grant Date”) by BOWNE & CO., INC., a Delaware corporation (the “Company”), to (“Employee”) of Restricted Stock under the Company’s 1999 Incentive Compensation Plan (the “Plan”), as follows:
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • March 16th, 2005 • Bowne & Co Inc • Commercial printing
This Consent and Waiver Agreement, dated as of January 12, 2005 (the “Consent Agreement”) is by and among BOWNE & CO., INC., a Delaware corporation (the “Parent Borrower”), FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, and the other lending institutions listed on Schedule 1 to the Credit Agreement (each a “Lender”, and collectively, the “Lenders”), FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, as Agent for the Lenders, JPMORGAN CHASE BANK, as Documentation Agent (the “Documentation Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”; together with the Agent and the Documentation Agent, the “Agents”).
1 EXHIBIT 10.10 LETTER AGREEMENT WITH ROBERT M. JOHNSON January 29, 1996 Dear Bob: This letter will confirm our offer to you to join Bowne & Co., Inc. (The "Company") as its President, Chief Executive Officer and Vice Chairman of the Board of...Employment Agreement • January 29th, 1997 • Bowne & Co Inc • Commercial printing • New York
LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT — 2008 pursuant to the BOWNE & CO., INC. 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 31, 2008Long-Term Equity Incentive Award Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing • New York
This Long-Term Equity Incentive Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Bowne & Co., Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Bowne & Co., Inc., pursuant to the Company’s 1999 Incentive Compensation Plan, as amended and restated effective as of December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). Participant hereby acknowledges receipt of a true copy of the Plan that Participant has read the Plan carefully and fully un
LONG-TERM INCENTIVE AWARD AGREEMENT pursuant to the BOWNE & CO., INC. AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 31, 2008Long-Term Incentive Award Agreement • March 16th, 2009 • Bowne & Co Inc • Commercial printing • New York
This Long-Term Incentive Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between Bowne & Co., Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth above (“Participant”), whose address is in care of Bowne & Co., Inc., pursuant to the Company’s 1999 Incentive Compensation Plan as Amended and Restated December 31, 2008 (the “Plan”). The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). Participant hereby acknowledges receipt of a true copy of the Plan, which Participant has read the Plan carefully and fully understands its content,
