SECTION PAGE ------- ---- ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME; SUBSEQUENT MERGER 1.1. The Merger.................................................. A-1 1.2. Closing..................................................... A-1 1.3. Effective...Agreement and Plan of Merger • May 15th, 2003 • Moore Corporation LTD • Manifold business forms • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 17th, 2003 • Moore Corporation LTD • Manifold business forms • Delaware
February 14, 2003 Theodore J. Theophilos 510 Eucalyptus Avenue Hillsborough, California 94010 Dear Ted: On behalf of Moore Corporation Limited (the "COMPANY"), we are all extremely pleased that you have agreed to serve as Executive Vice President -...Moore Corporation LTD • April 14th, 2003 • Manifold business forms
among FRDK, INC.,Credit Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms
EXHIBIT 5.15 [BAKER & MCKENZIE LETTERHEAD] OUR REF: MPD DIRECT LINE: 020 7919 1338 YOUR REF: To: (1) Moore Business Forms Holdings 26 SEPTEMBER 2003 U.K. Limited 100 New Bridge Street London EC4V 6JA (2) Moore Response Marketing Limited 100 New Bridge...Moore Wallace Inc • September 26th, 2003 • Manifold business forms
EXHIBIT 4.1 MOORE NORTH AMERICA FINANCE, INC.Moore Wallace Inc • September 26th, 2003 • Manifold business forms • New York
INDENTUREMoore Corporation LTD • March 19th, 2003 • Manifold business forms • New York
FORM OF ELECTION AND LETTER OF TRANSMITTALMerger Agreement • April 14th, 2003 • Moore Corporation LTD • Manifold business forms
TO BE EFFECTIVE, THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL MUST BE PROPERLY COMPLETED, SIGNED AND ACTUALLY RECEIVED BY THE EXCHANGE AGENT (IDENTIFIED BELOW) NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY THAT IS THREE TRADING DAYS PRIOR TO THE CLOSING DATE OF THE MERGER DESCRIBED IN THE MERGER AGREEMENT (AS DEFINED HEREIN), TOGETHER WITH (1) THE CERTIFICATE(S) REPRESENTING ALL COMMON SHARES OF WALLACE COMPUTER SERVICES, INC. ("WALLACE") TO WHICH THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL RELATES OR (2) A PROPERLY COMPLETED GUARANTEE OF DELIVERY WITH RESPECT TO THE CERTIFICATE(S). DELIVERY OF WALLACE COMMON SHARES MAY ALSO BE MADE BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("DTC"). SEE INSTRUCTION 15.
400,000,000 Senior Secured Credit FacilityCredit Agreement • November 1st, 2002 • Moore Corporation LTD • Manifold business forms • New York
JOINDER AGREEMENTJoinder Agreement • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
Exhibit 4.5 MOORE NORTH AMERICA FINANCE INC. $403,000,000 7-7/8% SENIOR NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENTMoore Wallace Inc • September 26th, 2003 • Manifold business forms • New York
THIS DEBENTURE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND EXEMPT FROM QUALIFICATION BY PROSPECTUS UNDER CANADIAN SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN...Moore Corporation LTD • November 14th, 2001 • Manifold business forms • New York
FIRST AMENDMENTFirst Amendment • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
WITNESSETH:Transfer Agreement • April 12th, 2002 • Moore Corporation LTD • Manifold business forms • New York
EXHIBIT 10.2Moore Wallace Inc • August 7th, 2003 • Manifold business forms • New York
W I T N E S S E T H :Second Supplemental Indenture • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
DEBENTURE PURCHASE AGREEMENT ---------------------------- DEBENTURE PURCHASE AGREEMENT dated as of the 12th day of December, 2000. B E T W E E N: MOORE CORPORATION LIMITED, a corporation incorporated under the laws of the Province of Ontario,...Debenture Purchase Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
Exhibit 4.3 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 15, 2003, among the New Guarantors listed on Schedule I hereto (the "New Guarantors"), each a subsidiary of Moore Corporation Limited (or its...Supplemental Indenture • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
November 5, 2002 Mr. Thomas J. Quinlan, III 564 Bement Ave Staten Island, NY 10310 Dear Tom: The purpose of this letter is to amend and restate in its entirety the Employment Agreement, dated as of December 11, 2000 between you and Moore Corporation...Moore Corporation LTD • February 13th, 2003 • Manifold business forms • Connecticut
EXHIBIT 10.13 CREDIT AGREEMENTCredit Agreement • March 19th, 2003 • Moore Corporation LTD • Manifold business forms
December 21, 2000 Chancery Lane/GSC Investors L.P. 3 E. 54th Street - Suite 1700 New York, New York 10022 CLGI, Inc. 3 E. 54th Street - Suite 1700 New York, New York 10022 STANDSTILL AGREEMENT Reference is made to the debenture purchase agreement (the...Standstill Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
ANDNote Purchase Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
WITNESSETH:Conversion Inducement Agreement • April 12th, 2002 • Moore Corporation LTD • Manifold business forms • New York
AMONGRegistration Rights Agreement • February 13th, 2003 • Moore Corporation LTD • Manifold business forms • New York
Moore Corporation Limited c/o Moore Executive Offices One Canterbury Green 6th Floor Stamford, CT 06901Moore Wallace Inc • March 1st, 2004 • Manifold business forms • New York
EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 2000Registration Rights Agreement • January 2nd, 2001 • Moore Corporation LTD • Manifold business forms • New York
RECITALSExchange Agent Agreement • September 26th, 2003 • Moore Wallace Inc • Manifold business forms • New York
COMBINATION AGREEMENT between R.R. DONNELLEY & SONS COMPANY and MOORE WALLACE INCORPORATED Dated as of November 8, 2003Combination Agreement • November 10th, 2003 • Moore Wallace Inc • Manifold business forms • Delaware
COMBINATION AGREEMENT (hereinafter called this “Agreement”), dated as of November 8, 2003, between R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Moore Wallace Incorporated, a corporation continued under the laws of Canada (the “Company”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 2000 BETWEEN MOORE CORPORATION LIMITED AND CHANCERY LANE/GSC INVESTORS L.P.Registration Rights Agreement • November 14th, 2001 • Moore Corporation LTD • Manifold business forms • New York
Exhibit 99 1. As a result of Moore Wallace Incorporated (the "Company") obtaining shareholder approval on February 23, 2004, to issue $40,971,350 million of merger consideration owed to the Greenwich Street Funds (defined below) pursuant to the...Moore Wallace Inc • February 25th, 2004 • Manifold business forms
FIRST AMENDMENT TO COMBINATION AGREEMENTCombination Agreement • February 20th, 2004 • Moore Wallace Inc • Manifold business forms • Delaware
THIS FIRST AMENDMENT TO COMBINATION AGREEMENT (this “Amendment”) is made as of this 19th day of February, 2004, between R.R. Donnelley & Sons Company, a Delaware corporation (“Parent”), and Moore Wallace Incorporated, a corporation continued under the laws of Canada (the “Company”).
EXHIBIT 4.4Inducement Option Agreement • September 29th, 2003 • Moore Wallace Inc • Manifold business forms • Ontario
December 21, 2000 Chancery Lane/GSC Investors L.P. 3 E. 54th Street - Suite 1700 New York, New York 10022 CLGI, Inc. 3 E. 54th Street - Suite 1700 New York, New York 10022 STANDSTILL AGREEMENT Reference is made to the debenture purchase agreement (the...Standstill Agreement • January 2nd, 2001 • Moore Corporation LTD • Manifold business forms • New York
AGREEMENT AND PLAN OF MERGER Among MOORE WALLACE INCORPORATED, LASER COMPANY, INC., PAYMENT PROCESSING SOLUTIONS, INC. and the Stockholders of PAYMENT PROCESSING SOLUTIONS, INC. set forth on the signatures pages hereto Dated as of November 26, 2003Agreement and Plan of Merger • December 1st, 2003 • Moore Wallace Inc • Manifold business forms • Delaware
Terms Acquisition Proposals Affiliates Agreement Audited Financial Statements Average Closing Price Bankruptcy and Equity Exception Bylaws Cash Consideration Stockholders Certificate Charter Closing Closing Date Code Company Company Compensation and Benefit Plans Company Disclosure Schedule Company Financial Statements Company IP Rights Company Material Adverse Effect Company Non-U.S. Compensation and Benefit Plans Company Option Company Pension Plan Company U.S. Compensation and Benefit Plans Competitive Activities Confidentiality Agreement Constituent Corporations Contracts Conversion Number Covered D&O Indemnitees Credit Agreement Deductible Amount Delaware Certificate of Merger DGCL Effective Time Employees Encumbrances Environmental Law Equity Value ERISA ERISA Affiliate ERISA Plans Estimated 2003 Bonus Amount FIRPTA Compliance Certificate GAAP GSC Indemnified Parties GSC Partners GSC Partners Cash Portion GSC Partners Cash Warrant
AMENDMENT NO. 3Moore Wallace Inc • March 1st, 2004 • Manifold business forms • New York
AMENDMENT NO. 3, dated as of November 12, 2003 (this “Amendment No. 3”), to the Credit Agreement, dated as of March 14, 2003, among Moore Holdings U.S.A. Inc., as the borrower (the “Borrower”), Moore Wallace Incorporated (formerly known as Moore Corporation Limited), as Canadian Parent (the “Canadian Parent”), the Lenders from time to time party thereto, Bank One, NA, Fleet National Bank and The Bank of Nova Scotia, as Co-Documentation Agents, Citicorp North America, Inc., as Administrative Agent (the “Administrative Agent”), and Deutsche Bank Securities Inc., as Syndication Agent (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”), is among the Borrower, the Canadian Parent, the Lenders listed on the signature pages hereto, the Administrative Agent and the Additional B2 Term Loan Lenders (as defined below) listed on the signature pages hereto. Capitalized terms used and not otherwise defined therein shall have the mea
