REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2001 • Merrill Corp • Commercial printing • New York
AGREEMENT dated as of January 12, 2001among (i) among Merrill Communications LLC, a Delaware limited liability company (the "Company"), (ii) Merrill Real Estate Company, a Minnesota corporation, Merrill/Magnus Publishing Corporation, a Minnesota corporation, Merrill/New York Company, a Minnesota corporation, Merrill/May Inc., a Minnesota corporation, Merrill Alternatives, Inc., a Minnesota corporation, Merrill International, Inc., a Minnesota corporation, FMC Resource Management Corporation, a Washington corporation, Merrill Training & Technology, Inc., a Minnesota corporation, Merrill/Global, Inc., a Minnesota corporation and Merrill/Executech, Inc., a Minnesota corporation (collectively, the "Subsidiary Guarantors") and Merrill Corporation, a Minnesota corporation ("Holdings" and, together with the Subsidiary Guarantors, the "Guarantors"), and (iii) DLJMB Funding II, Inc., DLJ First ESC, L.P. and DLJ ESC II, L.P. (collectively, together with their Affiliates (as defined below), the "
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 16th, 2001 • Merrill Corp • Commercial printing • New York
NOTE PURCHASE AGREEMENT ARTICLE 1 ISSUANCE OF NOTES; CONSIDERATION; CONDITIONS ARTICLE 2 REPRESENTATIONS BY THE COMPANY AND SUBSIDIARY GUARANTORS ARTICLE 3 REPRESENTATIONS OF THE PURCHASERS ARTICLE 4 MISCELLANEOUS Form of Note (Back of Note) 14% Senior Discount Notes due 2008 OPTION OF HOLDER TO ELECT PURCHASE NOTE GUARANTEE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
