First Amendment to Rights Agreement, dated as of August 17, 2020, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this Amendment), dated as of August 17, 2020 (the Effective Date), between R. R. Donnelley & Sons Company, a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent), amends the Rights Agreement, dated as of August 28, 2019, between the Company and the Rights Agent (the Rights Agreement).
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent are party the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement (including the Final Expiration Date) without the approval of any holders of shares of Common Stock;
WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement on the terms set forth herein;
WHEREAS, the Company hereby directs the Rights Agent to enter into this Amendment; and
WHEREAS, the Company has delivered to the Rights Agent a certificate from an Authorized Officer that states that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties agree as follows:
Section 1. Amendment of Section 1(v) of Rights Agreement. Paragraph (v) of Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:
(v) Final Expiration Date shall mean 5:00 P.M., New York City time, on August 28, 2021.
Section 2. Amendment of Exhibit B to Rights Agreement.
(a) The first sentence of the first paragraph in Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:
NOT EXERCISABLE AFTER AUGUST 28, 2021 OR SUCH EARLIER DATE AS THE RIGHTS ARE REDEEMED, EXCHANGED OR TERMINATED.
(b) The first sentence of the second paragraph in Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 28, 2019 (the Rights Agreement), between R. R. Donnelley & Sons Company, a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (and any successor thereto, the Rights Agent), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated, at the office or offices of the Rights Agent designated by the Rights Agent for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non assessable share of Series A Junior Participating Preferred Stock (the Preferred Stock) of the Company, at a purchase price of $ per one one-thousandth of a share (the Purchase Price), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed.
Section 3. Amendment of Exhibit C to Rights Agreement. The fifth paragraph of Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as follows:
The Rights are not exercisable until a Distribution Date and will expire at 5:00 P.M., New York City time, on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated.
Section 4. No Other Amendment; Effect of Amendment. The parties acknowledge and agree that, except as specifically amended hereby, the Rights Agreement shall remain in full force and effect in accordance with its terms. This Amendment is an amendment to the Rights Agreement and shall become effective on the Effective Date. All references to the Rights Agreement shall, from and after the Effective Date, be deemed to be references to the Rights Agreement as amended hereby, provided that, notwithstanding anything to the contrary, references to public announcement of this Agreement and the first public announcement of this Agreement are to such announcement on August 28, 2019, and references to the date of this Agreement are to August 28, 2019.
Section 5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that, notwithstanding anything in this Amendment or the Rights Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Amendment would adversely affect the purpose or effect of the Rights Agreement as amended hereby, the right of redemption set forth in Section 23 of the Rights Agreement shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board.
Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York, without regard to the principles or rules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
Section 8. Descriptive Headings; Interpretation. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Whenever the words include, includes or including are used in this Amendment, they shall be deemed to be followed by the words without limitation.
Section 9. Defined Terms. Except as otherwise expressly provided herein, or unless the context otherwise requires, all capitalized terms used herein have the meanings assigned to them in the Rights Agreement.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and effective as of the day and year above written.
|R. R. DONNELLEY & SONS COMPANY|
/s/ Deborah L. Steiner
|Name:||Deborah L. Steiner|
|Title:||Executive Vice President, General Counsel|
|COMPUTERSHARE TRUST COMPANY, N.A.|
/s/ Fred Papenmeier
|Title:||Vice President & Manager|
[FIRST AMENDMENT TO RIGHTS AGREEMENT]