400,000,000 11.25% Notes due 2019 UNDERWRITING AGREEMENT dated January 14, 2009 Banc of America Securities LLC Citigroup Global Markets Inc.Underwriting Agreement • January 20th, 2009 • 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 its11.25% Notes due 2019 (the “Notes”). The Notes will be issued under an indenture, dated as of January 3, 2007 (the “Base Indenture”) as supplemented by a second 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.
