THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of June 18, 2020 (the Eleventh Supplemental Indenture), between R.R. Donnelley & Sons Company, a Delaware corporation, as issuer (the Company), and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee).
WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of January 3, 2007 (the Base Indenture and, together with the Ninth Supplemental Indenture (as defined below), the Indenture), providing for the issuance by the Company from time to time of its unsecured senior debentures, notes or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (the Securities);
WHEREAS, the Company has executed and delivered to the Trustee a Ninth Supplemental Indenture, dated as of November 12, 2013 (the Ninth Supplemental Indenture) to the Base Indenture governing the 61⁄2% Notes due 2023 (the Notes);
WHEREAS, pursuant to the terms of a registration statement on Form S-4, initially filed by the Company with the Securities and Exchange Commission on May 19, 2020, the Company offered to exchange validly tendered Notes and certain of its other outstanding debt securities for its new 8.250% senior notes due 2027 and solicited consents to certain amendments to the Indenture with respect to the Notes and other Securities as set forth herein;
WHEREAS, Section 8.02 of the Base Indenture provides that the Company and the Trustee may amend certain provisions of the Indenture or the Notes with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes owned by the Company or any of its Affiliates), and such consent has been received by the Company;
WHEREAS, the Company desires the Trustee to join with it in the execution and delivery of this Eleventh Supplemental Indenture, and in accordance with Sections 8.02, 8.06 and 10.04 of the Base Indenture, the Company has (i) duly adopted and delivered to the Trustee, resolutions of its Board of Directors authorizing the execution and delivery of this Eleventh Supplemental Indenture, (ii) delivered to the Trustee evidence reasonably satisfactory to the Trustee that Holders of a majority in aggregate principal amount of the Notes outstanding have given and, as of the date hereof, have not withdrawn their consents to the amendments set forth in this Eleventh Supplemental Indenture, and (iii) delivered to the Trustee an Officers Certificate and an Opinion of Counsel stating that the execution of this Eleventh Supplemental Indenture is permitted by the Indenture and that all conditions precedent to its execution have been complied with, and the Indenture and this Eleventh Supplemental Indenture are valid and binding obligations of the Company and are enforceable in accordance with their terms;