CREDIT AGREEMENT Dated as of September 30, 2016, among DONNELLEY FINANCIAL SOLUTIONS, INC., as Borrower, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIGROUP...Credit Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
CREDIT AGREEMENT, dated as of September 30, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among DONNELLEY FINANCIAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the “Administrative Agent”), as Swing Line Lender and as an Issuing Bank and the other Issuing Banks party hereto from time to time.
SEPARATION AND DISTRIBUTION AGREEMENT by and among R. R. DONNELLEY & SONS COMPANY, LSC COMMUNICATIONS, INC. and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of September 14, 2016Separation and Distribution Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and among R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), LSC Communications, Inc., a Delaware corporation (“LSC”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD, LSC and Donnelley Financial is referred to herein as a “Party” and collectively, as the “Parties”.
TRANSITION SERVICES AGREEMENT by and between DONNELLEY FINANCIAL SOLUTIONS, INC. and LSC COMMUNICATIONS, INC. Dated as of September 14, 2016Transition Services Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and between Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”) and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of Donnelley Financial and LSC is referred to herein as a “Party” and together, as the “Parties”.
PATENT ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Patent Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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 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.”
FORM OF ASSIGNMENT OF SEVERANCE AGREEMENTAssignment of Severance Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Severance Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
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 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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.
FORM OF ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Software, Copyright and Trade Secret Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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.”
DATA ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Data Assignment and License Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • 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.”
FORM OF ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Delaware
Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”).
DONNELLEY FINANCIAL SOLUTIONS, INC. $300,000,000 8.250% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • New York
If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.
