450,000,000 8.25% Notes due 2019 UNDERWRITING AGREEMENT dated February 28, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLCUnderwriting Agreement • March 13th, 2012 • 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, $450,000,000 aggregate principal amount of its 8.25% 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 sixth 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.
