EXHIBIT 99.3 ================================================================== ============== R. R. DONNELLEY & SONS COMPANY Debt Securities UNDERWRITING AGREEMENT Dated November _, 2001 R. R. DONNELLEY & SONS COMPANY UNDERWRITING AGREEMENT...Underwriting Agreement • November 8th, 2001 • Donnelley R R & Sons Co • Commercial printing • New York
AGREEMENTExecutive Employment Agreement • March 30th, 2000 • Donnelley R R & Sons Co • Commercial printing • Illinois
R. R. DONNELLEY & SONS COMPANY STOCK OPTION AGREEMENT ---------------------- (For Non-Employee Directors)Stock Option Agreement • November 12th, 1998 • Donnelley R R & Sons Co • Commercial printing • New York
TABLE OF CONTENTS ----------------- Section Page ------- ---- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................ 1 SECTION 1.01. Certain Defined Terms................................................. 1 SECTION 1.02....Credit Agreement • March 31st, 1999 • Donnelley R R & Sons Co • Commercial printing • London
Among R.R. DONNELLEY & SONS COMPANY as Borrower, THE BANKS NAMED HEREIN as Banks, BANK ONE, NA as Administrative Agent,364-Day Credit Agreement • November 12th, 2003 • Donnelley R R & Sons Co • Commercial printing • Illinois
Exhibit 4(a) FIVE YEAR CREDIT AGREEMENT Dated as of October 10, 2002Credit Agreement • November 13th, 2002 • Donnelley R R & Sons Co • Commercial printing • Illinois
INDENTURE Dated as of April 28, 2021 among R.R. Donnelley & Sons Company, as the Issuer, EACH OF THE GUARANTORS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 6.125% SENIOR SECURED NOTES DUE 2026Indenture • April 29th, 2021 • RR Donnelley & Sons Co • Commercial printing • New York
INDENTURE, dated as of April 28, 2021, among R.R. Donnelley & Sons Company, a Delaware corporation, each of the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, as Trustee (as defined herein) and Notes Collateral Agent (as defined herein).
and COMPUTERSHARE TRUST COMPANY, N.A., Rights Agent Rights Agreement Dated as of August 28, 2019Rights Agreement • August 29th, 2019 • RR Donnelley & Sons Co • Commercial printing • New York
RIGHTS AGREEMENT, dated as of August 28, 2019 (this “Agreement”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
WITNESSETH:Supplemental Agreement • November 13th, 1995 • Donnelley R R & Sons Co • Commercial printing
400,000,000 7.000% Notes due 2022 UNDERWRITING AGREEMENT dated August 12, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc.Underwriting Agreement • August 26th, 2013 • RR Donnelley & Sons Co • Commercial printing • New York
Introductory. R.R. Donnelley & Sons Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 aggregate principal amount of its 7.000% Notes due 2022 (the “Notes”). The Notes will be issued under an indenture, dated as of January 3, 2007 (the “Base Indenture”) as supplemented by an eighth supplemental indenture between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) to be dated as of the Closing Date (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 17 hereof.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2016 among R.R. DONNELLEY & SONS COMPANY, as the Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer,...Credit Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 30, 2016 among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the Guarantors (defined herein) party hereto from time to time, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
CREDIT AGREEMENT Dated as of October 15, 2012 among R. R. DONNELLEY & SONS COMPANY, as the Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, BANK OF AMERICA, N.A. THE BANK OF...Credit Agreement • October 16th, 2012 • RR Donnelley & Sons Co • Commercial printing • New York
This CREDIT AGREEMENT is entered into as of October 15, 2012 among R. R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the Guarantors (defined herein) party hereto from time to time, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
and INDENTURE Dated as of March 30, 2020Indenture • April 3rd, 2020 • RR Donnelley & Sons Co • Commercial printing • New York
INDENTURE, dated as of March 30, 2020 between R. R. Donnelley & Sons Company, a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
600,000,000 7.25% Notes due 2018 UNDERWRITING AGREEMENT dated May 17, 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc.Underwriting Agreement • June 1st, 2011 • RR Donnelley & Sons Co • Commercial printing • New York
Introductory. R.R. Donnelley & Sons Company, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $600,000,000 aggregate principal amount of its 7.25% Notes due 2018 (the “Notes”). The Notes will be issued under an indenture, dated as of January 3, 2007 (the “Base Indenture”) as supplemented by a fifth supplemental indenture between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) to be dated as of the Closing Date (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 17 hereof.
Among364-Day Credit Agreement • November 13th, 2001 • Donnelley R R & Sons Co • Commercial printing • Illinois
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 25th, 2010 • RR Donnelley & Sons Co • 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”).
CREDIT AGREEMENT Dated as of October 15, 2018, among R.R. DONNELLEY & SONS COMPANY, as Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., CITIGROUP GLOBAL MARKETS INC., JPMORGAN CHASE BANK,...Credit Agreement • October 15th, 2018 • RR Donnelley & Sons Co • Commercial printing • New York
CREDIT AGREEMENT, dated as of October 15, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent.
ARTICLE 1 DEFINITIONSConfirmation • May 11th, 2011 • RR Donnelley & Sons Co • Commercial printing • New York
This Pricing Supplement is subject to the Confirmation dated as of May 5, 2011 (the “Confirmation”) between J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (the “Seller”), and R.R. Donnelley & Sons Company, a Delaware corporation (the “Purchaser”). Capitalized terms used herein have the meanings set forth in the Confirmation.
AGREEMENT AND PLAN OF MERGER by and among: COURIER CORPORATION, a Massachusetts corporation; R.R. DONNELLEY & SONS COMPANY, a Delaware corporation; RAVEN SOLUTIONS, INC., a Massachusetts corporation; and RAVEN VENTURES LLC, a Massachusetts limited...Merger Agreement • February 11th, 2015 • RR Donnelley & Sons Co • Commercial printing • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 5, 2015, by and among: R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (“Parent”); RAVEN SOLUTIONS, INC., a Massachusetts corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); RAVEN VENTURES 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 11th, 2022 • RR Donnelley & Sons Co • Commercial printing • New York
CREDIT AGREEMENT, dated as of October 15, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time and BANK OF AMERICA, N.A.JEFFERIES FINANCE LLC, as Administrative Agent.
ContractIndemnification Agreement • November 2nd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
THIS AGREEMENT (this “Agreement”) is entered into, effective as of _________________, 2016, between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”) and _______________ (“Indemnitee”).
TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of September 14, 2016Transition Services Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD and Donnelley Financial is referred to herein as a “Party” and together, as the “Parties”.
October 1, 2016 John Pecaric Dear John:Employment Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
In recognition of your importance to R.R. Donnelley & Sons Company, its officers, directors, subsidiaries, affiliates, and successors or assigns (“Donnelley” or “Company”) and to further the Company’s interests, we are pleased to offer you an employment letter (“Agreement”). All capitalized terms used but not defined in this agreement (“Agreement”) shall have the meanings assigned to such terms in Annex A.
PATENT ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Patent Assignment and License Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This PATENT ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 15th, 2018 • RR Donnelley & Sons Co • Commercial printing • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 29, 2017 among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the Guarantors (defined herein) party hereto from time to time, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
TAX DISAFFILIATION AGREEMENT BETWEEN R. R. Donnelley & Sons Company AND Donnelley Financial Solutions, Inc. dated as of September 14, 2016Tax Disaffiliation Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of September 14, 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRD (“Donnelley Financial” and, together with RRD, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Trademark Assignment and License Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
Global Headquarters Chicago, Illinois 60606-4301 Telephone (312) 326 8000Employment Agreement • February 25th, 2009 • RR Donnelley & Sons Co • Commercial printing • Delaware
The purpose of this letter is to amend and restate in its entirety the employment agreement dated October 29, 2007 between you and R.R. Donnelley & Sons Company (“Donnelley” or “Company”) to bring the terms of the employment agreement into compliance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All capitalized terms used but not defined in this agreement (“Agreement”) shall have the meanings assigned to such terms in Annex A.
ContractStock Option Agreement • February 26th, 2020 • RR Donnelley & Sons Co • Commercial printing • Delaware
AGREEMENT AND PLAN OF MERGER by and among CONSOLIDATED GRAPHICS, INC., R. R. DONNELLEY & SONS COMPANY and HUNTER MERGER SUB, INC. Dated as of October 23, 2013Merger Agreement • October 28th, 2013 • RR Donnelley & Sons Co • Commercial printing • Texas
The power to alter, amend or repeal the By-Laws or adopt new By-Laws is vested in the Board of Directors, subject to repeal or change by action of the Shareholders.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 22nd, 2021 • RR Donnelley & Sons Co • Commercial printing • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 29, 2017 among R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (the “Company”), the Guarantors (defined herein) party hereto from time to time, the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Software, Copyright and Trade Secret Assignment and License Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial, LLC, a limited liability company (“DFS”). Each of RRD and DFS is referred to herein as a “Party” and collectively as the “Parties.”
SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Software, Copyright and Trade Secret Assignment and License Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
DATA ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Data Assignment and License Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois
This DATA ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of September 30, 2016 (the “Effective Date”), by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications US, LLC, a limited liability company (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and collectively as the “Parties.”
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • October 6th, 2005 • Donnelley R R & Sons Co • Commercial printing • New York
THIS EXCHANGE AGENT AGREEMENT (this “Agreement”) is made and entered into as of , 2005, by and between R. R. Donnelley & Sons Company, a Delaware corporation (the “Issuer”), and LaSalle Bank National Association, a national banking association, as exchange agent (the “Exchange Agent”).
