FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT Dated as of December 18, 1998Asset Purchase Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • New York
Warrant AgentWarrant Agreement • February 18th, 2000 • Merrill Corp • Commercial printing • New York
CREDIT AGREEMENTCredit Agreement • December 16th, 1996 • Merrill Corp • Commercial printing • Minnesota
FORM OF CHANGE IN CONTROL AGREEMENT WITH B. MICHAEL JAMES, MARK A. ROSSI AND JOSEPH P. PETTIROSSI Effective February 1, 2000 [Name and address of Executive] Dear [executive]: The Board considers the establishment and maintenance of a sound and vital...Merrill Corp • May 17th, 2000 • Commercial printing
INDENTUREMerrill Corp • February 18th, 2000 • Commercial printing • New York
AMENDMENT AGREEMENTAmendment Agreement • November 22nd, 1999 • Merrill Corp • Commercial printing
Exhibit 10.3 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT, dated as of August 17, 1998, amends and modifies a certain Credit Agreement, dated as of November 25, 1996, as amended by an Amendment dated as of May 23, 1997 (as so amended,...Credit Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • Minnesota
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MERRILL COMMUNICATIONS LLC This Amended and Restated Limited Liability Company Agreement (this "Agreement") of Merrill Communications LLC, a Delaware limited liability company (the...Limited Liability Company Agreement • February 18th, 2000 • Merrill Corp • Commercial printing • Delaware
RECITALSDeferred Compensation Agreement • May 1st, 1998 • Merrill Corp • Commercial printing • Minnesota
WITNESSETH:Executive Employment Agreement • February 18th, 2000 • Merrill Corp • Commercial printing • Minnesota
OFFICE LEASE BETWEENOffice Lease Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing
Among Merrill Corporation, Merrill Acquisition Corporation, and Executech, Inc., World Wide Scan Services, LLC the Shareholders of Executech, Inc. and the Members of World Wide Scan Services, LLCAsset Purchase Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • New York
Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS First AMENDMENT, dated as of May 23, 1997, amends and modifies a certain Credit Agreement, dated as of November 25, 1996 (the "Credit Agreement"), among MERRILL CORPORATION (the "Borrower"), FIRST...Credit Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • Minnesota
MERRILL CORPORATION, MERRILL/EXECUTECH, INC. (F/K/A MERRILL ACQUISITION CORPORATION),Asset Purchase Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing
AMENDMENT NO. 1 TO INVESTORS' AGREEMENTInvestors' Agreement • March 21st, 2000 • Merrill Corp • Commercial printing
Exhibit 10.4 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT, dated as of March 24, 1999, amends and modifies a certain Credit Agreement, dated as of November 25, 1996, as amended by Amendments dated as of May 23, 1997 and August 17, 1998 (as...Credit Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • Minnesota
SERIES 1998B, LOT 2Bond Purchase Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing • Minnesota
FORM OF PARTICIPATION AGREEMENT (ALL AWARDS)Form of Participation Agreement • February 18th, 2000 • Merrill Corp • Commercial printing • Minnesota
U.S. $270,000,000 CREDIT AGREEMENT,Security Agreement • February 18th, 2000 • Merrill Corp • Commercial printing • New York
FORM OF CHANGE IN CONTROL AGREEMENT WITH STEVEN J. MACHOV, KAY BARBER AND KATHLEEN LARKINControl Agreement • May 3rd, 1999 • Merrill Corp • Commercial printing
VIKING MERGER SUB, INC. 140,000 Warrants to Purchase Common Shares WARRANT AGREEMENT Dated as of November 23, 1999 NORWEST BANK MINNESOTA, N.A. Warrant AgentWarrant Agreement • June 14th, 2006 • Merrill Corp • Commercial printing • New York
WARRANT REGISTRATION RIGHTS AGREEMENTExecution Version • February 18th, 2000 • Merrill Corp • Commercial printing • New York
NOTE PURCHASE AGREEMENT ____________Note Purchase Agreement • December 16th, 1996 • Merrill Corp • Commercial printing • Minnesota
Form of Change in Control Agreement with John Castro and Rick Atterbury] Effective May 28, 1998 [Name and Address of Executive] Dear [Executive]: The Board considers the establishment and maintenance of a sound and vital management to be essential to...Merrill Corp • May 3rd, 1999 • Commercial printing
ASSET PURCHASE AGREEMENT BY AND BETWEEN MERRILL CORPORATION MERRILL DANIELS, INC. AND DANIELS PRINTING, LIMITED PARTNERSHIP DANIELS PRINTING CORP. GROVER B. DANIELS II LEE S. DANIELS THE LEE AND JOAN DANIELS FAMILY TRUST AND JAMES E. GATELY DATED AS...Asset Purchase Agreement • April 29th, 1999 • Merrill Corp • Commercial printing • Minnesota
PARTICIPATION AGREEMENT (EXECUTIVES)Participation Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Participation Agreement (the "Agreement") is made and entered into as of [DATE] by and between Merrill Corporation, a Minnesota corporation ("Merrill") and [EXECUTIVE NAME], an individual residing at [EXECUTIVE ADDRESS] (the "Employee").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Executive Employment Agreement (this "Agreement") is made and entered into as of July 14, 1999, by and among Viking Merger Sub, Inc., a Minnesota corporation (which, together with its Subsidiaries (as herein defined) is called the "Company"), and John Castro ("Employee").
140,000,000 12% SENIOR SUBORDINATED NOTES DUE 2009Execution Version • February 18th, 2000 • Merrill Corp • Commercial printing • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement (the "Amendment"), dated as of April 8, 1998, is between Merrill Corporation, a Minnesota corporation (the "Company"), and Rick R. Atterbury (the "Executive"). A. The...Employment Agreement • May 1st, 1998 • Merrill Corp • Commercial printing
MERRILL CORPORATION FORM OF WARRANT FOR THE PURCHASE OF CLASS B COMMON STOCK OF MERRILL CORPORATIONMerrill Corp • February 13th, 2006 • Commercial printing • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE INVESTORS' AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY OR ANY SUCCESSOR THERETO.
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Employment Agreement is made as of November 18, 2005 between Merrill Communications LLC (the "Company" or "Merrill"), with its principal place of business at One Merrill Circle, St. Paul, MN, 55108 and Perry Solomon (the "Executive" or "you").
QuickLinks -- Click here to rapidly navigate through this documentMerrill Corp • December 21st, 2000 • Commercial printing • New York
FIRST AMENDMENT, dated as of October 31, 2000 (this "Amendment"), to the Credit Agreement, dated as of November 23, 1999 (as heretofore amended, the "Credit Agreement"), among MERRILL CORPORATION, a Minnesota corporation, as a guarantor ("Holdco"), MERRILL COMMUNICATIONS LLC, a Delaware limited liability company, as the borrower (the "Company"), the various financial institutions from time to time parties to the Credit Agreement (collectively, the "Lenders"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as syndication agent for the Lenders (the "Syndication Agent"), WELLS FARGO BANK, N.A., as documentation agent for the Lenders (the "Documentation Agent"), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the "Administrative Agent").
ContractCredit Agreement • October 24th, 2001 • Merrill Corp • Commercial printing • New York
THIRD AMENDMENT AND FORBEARANCE, dated as of October 19, 2001 (this “Amendment”), to the Credit Agreement, dated as of November 23, 1999 (as heretofore amended, the “Credit Agreement”), among MERRILL CORPORATION, a Minnesota corporation, as a guarantor (“Holdco”), MERRILL COMMUNICATIONS LLC, a Delaware limited liability company, as the borrower (the “Company”), the various financial institutions from time to time parties to the Credit Agreement (collectively, the “Lenders”), WELLS FARGO BANK, N.A., as documentation agent for the Lenders (the “Documentation Agent”), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Administrative Agent”).
LENDER CONSENT LETTER MERRILL CORPORATIONAnd Combined Credit Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
THIS AMENDED, RESTATED AND COMBINED CREDIT AGREEMENT, dated as of December 22, 2005, is among MERRILL COMMUNICATIONS LLC, a Delaware limited liability company (the "Borrower"), MERRILL CORPORATION, a Minnesota corporation ("Holdings"), the various financial institutions that are or may become parties hereto (collectively, the "Lenders"), BANK OF AMERICA, N.A. ("BANA"), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, CREDIT SUISSE ("Credit Suisse"), as Joint Lead Arranger and Joint Bookrunner, BANC OF AMERICA SECURITIES LLC ("BAS"), as Joint Lead Arranger (and together with Credit Suisse, the "Lead Arrangers") and Joint Bookrunner, DEUTSCHE BANK SECURITIES INC. ("DBSI"), as Joint Bookrunner (and, together with Credit Suisse and DBSI, the "Bookrunners") and Syndication Agent (in such capacity, the "Syndication Agent") and CALYON NEW YORK BRANCH, NATIONAL CITY BANK and LASALLE BANK, N.A. as Co-Documentation Agents (in such capacity, the "Co-Document
QuickLinks -- Click here to rapidly navigate through this documentMerrill Corp • February 13th, 2006 • Commercial printing • New York
THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
