INDENTURE Dated as of September 30, 2016 Among LSC COMMUNICATIONS, INC., as the Company, the Subsidiary Guarantors from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 8.750% SENIOR SECURED...Indenture • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • New York
INDENTURE, dated as of September 30, 2016, among LSC Communications, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined herein) from time to time party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and as Collateral Agent.
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of February 27, 2020 betweenStockholder Protection Rights Agreement • March 2nd, 2020 • LSC Communications, Inc. • Commercial printing • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 27, 2020, between LSC Communications, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2019 • LSC Communications, Inc. • Commercial printing • New York
CREDIT AGREEMENT, dated as of September 30, 2016 (as amended by Amendment No. 1, dated as of November 17, 2017, as amended by Amendment No. 2, dated as of December 20, 2018 and as further amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among LSC COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, BANK OF AMERICA, 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.
AGREEMENT AND PLAN OF MERGER by and among: QUAD/GRAPHICS, INC., QLC MERGER SUB, INC., and LSC COMMUNICATIONS, INC. Dated as of October 30, 2018Agreement and Plan of Merger • October 31st, 2018 • LSC Communications, Inc. • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 30, 2018, by and among: QUAD/GRAPHICS, INC., a Wisconsin corporation (“Parent”); QLC MERGER SUB, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); and LSC COMMUNICATIONS, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among R. R. DONNELLEY & SONS COMPANY, LSC COMMUNICATIONS, INC. and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of [●], 2016Separation and Distribution Agreement • September 2nd, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 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 • LSC Communications, Inc. • Commercial printing • 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 • LSC Communications, Inc. • 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.”
TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Trademark Assignment and License Agreement • October 3rd, 2016 • LSC Communications, Inc. • 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.”
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • 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 LSC Communications, Inc., a Delaware corporation (“LSC”).
ContractStock Option Agreement • February 23rd, 2017 • LSC Communications, Inc. • Commercial printing • Delaware
DATA ASSIGNMENT AND LICENSE AGREEMENT September 27, 2016Data Assignment and License Agreement • October 3rd, 2016 • LSC Communications, Inc. • 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.”
LSC COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2016 • LSC Communications, Inc. • Commercial printing • Delaware
THIS AGREEMENT (this “Agreement”) is entered into, effective as of _________________, 2016, between LSC Communications, Inc., a Delaware corporation (the “Company”) and _____________________ (“Indemnitee”).
SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENTSoftware, Copyright and Trade Secret Assignment and License Agreement • September 2nd, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This SOFTWARE, COPYRIGHT AND TRADE SECRET ASSIGNMENT AND LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined herein), 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.”
TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and LSC COMMUNICATIONS, INC. Dated as of September 14, 2016Transition Services Agreement • October 3rd, 2016 • LSC Communications, Inc. • 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 LSC Communications, Inc., a Delaware corporation (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and together, as the “Parties”.
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • 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 LSC Communications, Inc., a Delaware corporation (“LSC”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 31st, 2018 • LSC Communications, Inc. • Commercial printing • Wisconsin
VOTING AND SUPPORT AGREEMENT, dated as of October 30, 2018 (this “Agreement”) by and among LSC Communications, Inc., a Delaware corporation (the “Company”), and the trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated as of June 25, 2010 (the “Voting Trust Agreement”), pursuant to which certain shares of capital stock of Quad/Graphics, Inc., a Wisconsin corporation (“Parent”), are held by the Quad/Graphics, Inc. Voting Trust (the “Voting Trust”).
TAX DISAFFILIATION AGREEMENT BETWEEN R. R. Donnelley & Sons Company AND LSC Communications, Inc. dated as of September 14, 2016Tax Disaffiliation Agreement • October 3rd, 2016 • LSC Communications, Inc. • 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 LSC Communications, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRD (“LSC” 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.
TRANSITION SERVICES AGREEMENT by and between DONNELLEY FINANCIAL SOLUTIONS, INC. and LSC COMMUNICATIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 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”.
LSC Communications, Inc. [ ] Shares Common Stock ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2017 • LSC Communications, Inc. • Commercial printing • New York
Introductory. R.R. Donnelley & Sons Company, a corporation organized under the laws of the State of Delaware (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Representatives”) are acting as representatives, [ ] shares of common stock, par value $0.01 per share, of LSC Communications, Inc. (the “Common Stock”), a corporation organized under the laws of the State of Delaware (the “Company”) (said shares, the “Underwritten Securities”). The Company proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Underwriting Agreement (the “Agreem
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
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 LSC Communications, Inc., a Delaware corporation (“LSC”).
Stockholder and Registration Rights Agreement by and between R. R. Donnelley & Sons Company and LSC Communications, Inc. Dated as of September [●], 2016Stockholder and Registration Rights Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Delaware
This Stockholder and Registration Rights Agreement (this “Agreement”) is made as of September [●], 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.
TRADE SECRET LICENSE AGREEMENTTrade Secret License Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRADE SECRET LICENSE AGREEMENT (this “Agreement”), effective as of the LSC Distribution Date (as defined herein), 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.”
LSC COMMUNICATIONS, INC. LTIP TIME-VESTED AWARD AGREEMENT (2016 PIP)Time-Vested Award Agreement • February 18th, 2020 • LSC Communications, Inc. • Commercial printing • Delaware
This LTIP Time-Vested Award Agreement (this “Agreement”) is entered into as of XXXXXX, 20XX (the “Grant Date”) by LSC Communications, Inc., a Delaware corporation (the “Company”) and XXXXXX (“Grantee”).
TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and LSC COMMUNICATIONS, INC. Dated as of [●], 2016Transition Services Agreement • August 8th, 2016 • LSC Communications, Inc. • Commercial printing • Illinois
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of RRD and LSC is referred to herein as a “Party” and together, as the “Parties”.
ContractAppointment and Acceptance • June 19th, 2020 • LSC Communications, Inc. • Commercial printing • New York
THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of June 16, 2020 (“Effective Date”), is by and among LSC Communications, Inc., a Delaware corporation having its principal office at 191 N. Wacker Drive, Chicago, Illinois 60606 (the “Company”), the Subsidiary Guarantors party hereto, Wilmington Trust, National Association, a national banking association, having offices at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402 (the “Successor Trustee”), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America having a corporate trust office at 150 East 42nd Street, 40th Floor, New York, NY 10017 (the “Resigning Trustee”). Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).
Quad/Graphics, Inc. N61 W23044 Harry’s Way Sussex, Wisconsin 53089-3995LSC Communications, Inc. • July 23rd, 2019 • Commercial printing
ASSIGNMENT OF EMPLOYMENT AGREEMENTAssignment of Employment Agreement • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • Delaware
Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 30, 2016, by and between R.R. Donnelley & Sons Company (“RRD”), a Delaware corporation, and LSC Communications, Inc., a Delaware corporation (“LSC”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2017 • LSC Communications, Inc. • Commercial printing
Amendment dated as of October 25, 2017 (the “Amendment”) to the Employment Agreement by and between LSC Communications, Inc., a Delaware corporation (together with its affiliates, the “Company”), with its principal offices at 191 N. Wacker Drive, Suite 1400, Chicago, IL 60606, and Thomas J. Quinlan III (“Executive”).
LSC Communications US, LLC. Participation AgreementParticipation Agreement • November 2nd, 2017 • LSC Communications, Inc. • Commercial printing
LSC Communications, Inc. (the “Company”) is pleased to inform you that you have been selected as a participant in the Company’s LSC Communications US, LLC Key Employee Severance Plan (the “Severance Plan”), which is operated as a sub-plan under the LSC Separation Pay Plan. Capitalized terms that are used in this Participation Agreement, but that are not defined herein shall have the meanings set forth in the Severance Plan.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2018 • LSC Communications, Inc. • Commercial printing
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”), dated as of November 17, 2017, by and among LSC Communications, Inc. (the “Borrower”), the other Loan Parties, the 2017 Refinancing Term Lenders (as defined below) party hereto and Bank of America, N.A. (“BofA”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”).
ContractLSC Communications, Inc. • February 23rd, 2017 • Commercial printing • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 19th, 2019 • LSC Communications, Inc. • Commercial printing
AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment No. 2”), dated as of December 20, 2018, by and among LSC Communications, Inc. (the “Borrower”), the other Loan Parties, the Lenders party hereto and Bank of America, N.A. (“BofA”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2017 • LSC Communications, Inc. • Commercial printing • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2017 by and among LSC Communications, Inc., a Delaware corporation (“LSC Parent”), Victor G. Warren, as Trustee for the Victor G. Warren Revocable Trust Dated July 14, 1993 (the “Seller”) and each of the individuals listed on the signature pages hereto (each, a “Minority Seller” and, together with Seller, the “Holders”).
LSC COMMUNICATIONS, INC. LTIP PERFORMANCE-VESTED AWARD AGREEMENT (2016 PIP)Performance-Vested Award Agreement • February 18th, 2020 • LSC Communications, Inc. • Commercial printing • Delaware
This LTIP Performance-Vested Award Agreement (this “Agreement”) is entered into as of XXXXXX, 20XX by LSC Communications, Inc., a Delaware corporation (the “Company”) and XXXXXX (“Grantee”).
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of April 15, 2020, among LSC COMMUNICATIONS, INC., as Borrower, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and Issuing Bank _________________ BANK...Possession Credit Agreement • April 17th, 2020 • LSC Communications, Inc. • Commercial printing
