THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of February 7, 2022 (the Twelfth 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 Tenth Supplemental Indenture (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 Tenth Supplemental Indenture, dated as of March 20, 2014 (the Tenth Supplemental Indenture), to the Base Indenture governing the 6.00% Notes due 2024 (the Notes);
WHEREAS, pursuant to the terms of a consent solicitation statement, dated January 20, 2022 (the Consent Solicitation Statement), the Company solicited consents to certain waivers and 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 registered holders (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 Twelfth 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 Twelfth 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of a majority in aggregate principal amount of the Notes outstanding have given and, as of the date hereof, have not withdrawn their consents to the amendments set forth in this Twelfth Supplemental Indenture, and (iii) delivered to the Trustee an Officers Certificate and an Opinion of Counsel stating that the execution of this Twelfth Supplemental Indenture is permitted by the Indenture and that all conditions precedent to its execution have been complied with, and the Indenture and this Twelfth Supplemental Indenture are valid and binding obligations of the Company and are enforceable in accordance with their terms;
WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Indenture is supplemented and amended, to the extent expressed herein, as follows: