REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2014 • Quad/Graphics, Inc. • Commercial printing • New York
This REGISTRATION RIGHTS AGREEMENT dated April 28, 2014 (this “Agreement”) is entered into by and among Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 of the Purchase Agreement (collectively, the “Initial Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among: COURIER CORPORATION, a Massachusetts corporation; QUAD/GRAPHICS, INC., a Wisconsin corporation; MAX SUB, INC., a Massachusetts corporation; and QGBC, LLC, a Massachusetts limited liability company Dated as of...Agreement and Plan of Merger • January 23rd, 2015 • Quad/Graphics, Inc. • Commercial printing • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 16, 2015, by and among: QUAD/GRAPHICS, INC., a Wisconsin corporation (“Parent”); MAX SUB, INC., a Massachusetts corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); QGBC, LLC, a Massachusetts limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger LLC”); and COURIER CORPORATION, a Massachusetts corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed on May 7, 2004, but is effective as of January 1, 2004, by and between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), and Thomas J. Frankowski (“Executive”).
AMENDMENT NO. 4 Dated as of June 29, 2020 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2014Credit Agreement • July 6th, 2020 • Quad/Graphics, Inc. • Commercial printing • New York
THIS AMENDMENT NO. 4 (“Amendment”) is made as of June 29, 2020 (the “Amendment No. 4 Effective Date”) by and among Quad/Graphics, Inc., as the Borrower (the “Borrower”), the “Lenders” listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), under that certain Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among the Borrower, the financial institutions parties thereto as “Lenders” and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). Unless otherwise noted, capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement referenced below.
QUAD/GRAPHICS, INC. AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of June 25, 2010Voting Trust Agreement • July 9th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
WHEREAS, Quad/Graphics, Inc., a Wisconsin corporation (the “Company”) has asked for shareholder approval to enter the transactions contemplated by the Arrangement Agreement, dated as of January 25, 2010, with World Color Press Inc., pursuant to which the Company will acquire World Color Press in an amalgamation under Canadian law as part of a Plan of Arrangement, including, without limitation, the acquisition of World Color Press and the issuance of shares of Quad/Graphics Class A common stock in connection with the acquisition and as contemplated by the Arrangement Agreement.
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 5th, 2010 • Quad/Graphics, Inc.
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is effective as of January 1, 20 (the “Grant Date”) between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), and (the “Optionee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 2nd, 2018 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
VOTING AND SUPPORT AGREEMENT, dated as of October 30, 2018 (this “Agreement”) by and among LSC Communications, Inc., a Delaware corporation (the “Company”), and the trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated as of June 25, 2010 (the “Voting Trust Agreement”), pursuant to which certain shares of capital stock of Quad/Graphics, Inc., a Wisconsin corporation (“Parent”), are held by the Quad/Graphics, Inc. Voting Trust (the “Voting Trust”).
VOTING AGREEMENTVoting Agreement • January 23rd, 2015 • Quad/Graphics, Inc. • Commercial printing • Massachusetts
This Voting Agreement (“Agreement”) is made and entered into as of January 16, 2015, by and among: Quad/Graphics, Inc., a Wisconsin corporation (“Parent”); Max Sub, Inc., a Massachusetts corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); QGBC, LLC, a Massachusetts limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger LLC”); and [Ÿ] (“Stockholder”).
AMENDMENT NO. 1 Dated as of December 18, 2014 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2014Credit Agreement • December 23rd, 2014 • Quad/Graphics, Inc. • Commercial printing • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of December 18, 2014 (the “Amendment Effective Date”) by and among Quad/Graphics, Inc., as the Borrower (the “Borrower”), the “Lenders” listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), under that certain Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among the Borrower, the financial institutions parties thereto as “Lenders” (the “Lenders”) and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
Quad/Graphics, Inc. Quad/Tech, Inc. Quad/Tech Europe, Inc. Quad/Creative, LLC DuPlainville Transport, Inc. The Quad Technology Group, Inc. Silver Spring Realty, Inc. Chemical Research/Technology Co. Quad/West, Inc. Quad/Med, LLC Quad/Tech East, Inc....Note Agreement • April 14th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
This Third Amendment dated as of January 26, 2006 (the or this “Third Amendment”) to the Note Agreement dated as of September 1, 1995 as amended pursuant to that certain First Amendment and Consent dated as of June 1, 1996 and that certain Second Amendment to Note Agreement dated as of March 24, 1998 (as amended and supplemented to the date hereof, the “Note Agreement”) is between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a Delaware corporation, Quad/Creative, LLC, a Wisconsin LLC, DuPlainville Transport, Inc., a Wisconsin corporation, Quad/Tech East, Inc., a Wisconsin corporation, The Quad Technology Group, Inc., a Wisconsin corporation, Silver Spring Realty, Inc., a Wisconsin corporation, Chemical Research/Technology Co., a Wisconsin general partnership, Quad/West, Inc., a Delaware corporation, Quad/Med, LLC, a Delaware LLC, P-Direct, LLC, a Wisconsin limited liability company, Graphic Services, Inc
Quad/Graphics, Inc.Quad/Graphics, Inc. • July 23rd, 2019 • Commercial printing
QUAD/GRAPHICS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of June 1, 2001Voting Trust Agreement • March 5th, 2010 • Quad/Graphics, Inc.
Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Trustee (the “Initial Trustee”), originally dated September 1, 1982, and Amended and Restated April 29, 2000, (the “Voting Trust Agreement”), the Initial Trustee hereby amends the Voting Trust Agreement as hereinafter provided as of the 1st day of June, 2001.
Quad/Graphics, Inc. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2016 • Quad/Graphics, Inc. • Commercial printing • Florida
This Amendment No. 1 (the "Amendment") to the Employment Agreement, dated (the "Agreement"), by and between Quad/Graphics, Inc. (the "Company") and _______ ("Executive"), is effective ___________, 2016.
QUAD/GRAPHICS, INC. RETIREMENT AND RELEASE AGREEMENTRetirement and Release Agreement • February 23rd, 2022 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
This Retirement and Release Agreement (“Agreement”) is entered into between Quad/Graphics, Inc. (“Quad/Graphics”), its parents, successors, predecessors, subsidiaries and former subsidiaries and any affiliated or related entities (collectively, the “Company”) and Thomas J. Frankowski (“Executive”).
QUAD/GRAPHICS, INC. 20__-20__ INCENTIVE AWARD AGREEMENTIncentive Award Agreement • May 1st, 2019 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
In recognition of your contributions to Quad/Graphics, Inc. (the “Company”) during 20__ and to provide you an additional incentive to achieve certain strategic objectives during 20__, the Company wishes to provide you with a cash award, payable upon the terms and conditions contained in this award agreement (this “Agreement”). By signing below, you and the Company agree as follows:
SECOND AMENDMENT TO NOTE AGREEMENTNote Agreement • April 14th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
This Second Amendment dated as of March 24, 1998 (the “Second Amendment”) to the Note Agreement (as defined herein) is between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a Delaware corporation, Quad/Creative, Inc., a Wisconsin corporation, Duplainville Transport, Inc., a Wisconsin corporation, Quad/Marketing, Inc., a Wisconsin corporation, Quad/Pak, Inc., a Wisconsin corporation, The Quad Technology Group, Inc., a Wisconsin corporation, Silver Spring Realty, Inc., a Wisconsin corporation, Chemical Research/Technology Co., a Wisconsin general partnership, Quad/West, Inc., a Delaware corporation, Quad/Med, Inc., a Wisconsin corporation, and Quad/Electric, Inc., a Wisconsin corporation (each, including the Company, an “Obligor” and collectively, the “Obligors) and each of the institutions which is a signatory to this Second Amendment (each a “Noteholder” and collectively, the “Noteholders”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • February 29th, 2012 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
This Severance Agreement and General Release (the “Agreement”) is entered into by and between Brian Freschi, and QUAD/GRAPHICS, INC. (including all of its parents, subsidiaries and affiliated and related entities) (collectively “Quad” or “the Company”). Mr. Freschi and Quad are collectively referred herein as the “Parties”.
QUAD/GRAPHICS, INC. SECOND AMENDMENT TO AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of October 15, 2004Voting Trust Agreement • March 5th, 2010 • Quad/Graphics, Inc.
Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Initial Trustee, originally dated September 1, 1982, Amended and Restated April 29, 2000, and Amended June 1, 2001 (the “Voting Trust Agreement”), the Trustees hereby amend the Voting Trust Agreement as of the 15th day of October 2004.
NOTE AGREEMENTAnd • April 14th, 2010 • Quad/Graphics, Inc. • Commercial printing • Wisconsin
THIS FIRST AMENDMENT AND CONSENT dated as of June 1, 1996 (the or this “First Amendment”) to the Note Agreement dated as of September 1, 1995 (the “Note Agreement”) and to the Security Agreement dated as of September 1, 1995 (the “Security Agreement”) is between QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin general partnership, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation (collectively, the “Obligors”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Notehol
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 5th, 2010 • Quad/Graphics, Inc. • Minnesota
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made and entered into as of December 7, 2005 by and among QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation (“Quad/Tech”), DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation (“DuPlainville”), QUAD/CREATIVE, LLC., a Delaware limited liability company (“Quad/Creative”), CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin general partnership (“Chemical Partnership”), QUAD/WEST, INC., a Delaware corporation (“Quad/West”), THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation (“Quad/Technology”), QUAD/MED, LLC., a Delaware limited liability company (“Quad/Med”), QUAD/TECH EAST, INC. (f/k/a Quad/Electric, Inc.), a Wisconsin corporation (“QT East”), SILVER SPRING REALTY, INC., a Wisconsin corporation (“Silver Spring”), P-DIRECT, LLC (f/k/a Parcel/Direct, Inc.), a Wisconsin limited liability company (“Parcel/Direct”), GRAPHIC SERVICES, INC., a Delaware corporation (“Graphic Servi
QUAD/GRAPHICS, INC. VOTING TRUST AGREEMENT AMENDMENT DATED AS OF FEBRUARY 12, 2024Trust Agreement • February 22nd, 2024 • Quad/Graphics, Inc. • Commercial printing
Pursuant to the provisions of Section 7.01 and 7.02 of the Quad/Graphics, Inc. Voting Trust Agreement, as amended and restated as of June 25, 2010 (the “Voting Trust Agreement”), the Trustees and the Beneficiaries representing more than 50% of the Stock held by the Trustees hereby amend the Voting Trust Agreement as of the 12th day of February, 2024.
CREDIT AGREEMENT dated as of April 23, 2010 among QUAD/GRAPHICS, INC. as U.S. Borrower 7345933 CANADA INC. as Canadian Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as...Credit Agreement • May 21st, 2010 • Quad/Graphics, Inc. • Commercial printing • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 23, 2010 among QUAD/GRAPHICS, INC. as U.S. Borrower, 7345933 CANADA INC., as Canadian Borrower, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent.
AMENDMENT NO. 2 Dated as of February 10, 2017 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2014Credit Agreement • May 3rd, 2017 • Quad/Graphics, Inc. • Commercial printing • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 28, 2014 among QUAD/GRAPHICS, INC. as the Borrower, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
QUAD/GRAPHICS, INC. QUAD/TECH, INC. QUAD/TECH EUROPE, INC. QUAD/CREATIVE, INC. DUPLAINVILLE TRANSPORT, INC. QUAD/CARE, INC. QUAD/MARKETING, INC. QUAD/PAK, INC. THE QUAD TECHNOLOGY GROUP, INC. SILVER SPRING REALTY, INC. CHEMICAL RESEARCH/TECHNOLOGY CO....Note Agreement • March 5th, 2010 • Quad/Graphics, Inc. • Wisconsin
QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation.(each, including the Company and each other entity which becomes an Obligor (as defined in the Note Agreement) from time to time, an “Obligor” and collectively, the “Obligors”), for value received, hereby promise, jointly and severally, to pay to
QUAD/GRAPHICS, INC. EXECUTIVE SALARY CONTINUATION PLANContinuation Plan • March 5th, 2010 • Quad/Graphics, Inc.
THIS AGREEMENT is made as of this day of , 20 , by and between Quad/ Graphics, Inc., a Wisconsin corporation (hereinafter the “Corporation”) and hereinafter the “Executive”).
