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.
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.”
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.”
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.”
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 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.”
Stockholder and Registration Rights Agreement by and between R. R. Donnelley & Sons Company and Donnelley Financial Solutions, Inc. Dated as of September 14, 2016Stockholder and Registration Rights Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
This Stockholder and Registration Rights Agreement (this “Agreement”) is made 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 wholly-owned subsidiary of RRD (“Donnelley Financial”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
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 Donnelley Financial, LLC, a limited liability company (“Donnelley Financial”). Each of RRD and Donnelley Financial is referred to herein as a “Party” and collectively as the “Parties.”
Stockholder and Registration Rights Agreement by and between R. R. Donnelley & Sons Company and LSC Communications, Inc. Dated as of September 14, 2016Stockholder and Registration Rights Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
This Stockholder and Registration Rights Agreement (this “Agreement”) is made as of September 14, 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation and wholly-owned subsidiary of RRD (“LSC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
Warrenville, IL 60555Employment Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
The purpose of this letter is to amend and restate in its entirety the Employment Agreement, dated as of November 28, 2008, between you and R.R. Donnelley & Sons Company (the “Company”). In recognition of your importance to the Company, its officers, directors, subsidiaries, affiliates, and successors or assigns and to further the Company’s interests, we are pleased to offer you this employment letter (the “Agreement”). All capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in Annex A.
October 1, 2016 Tom Carroll Dear Tom:Employment Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Delaware
The purpose of this letter is to amend and restate in its entirety the Employment Agreement, dated as of December 1, 2007 and the amendments in November 25, 2008 and April 19, 2011, between you and R.R. Donnelley & Sons Company (the “Company”). 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.
