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REGISTRATION RIGHTS AGREEMENT    
  


    AGREEMENT dated as of January 12, 2001among (i) among Merrill Communications LLC, a Delaware limited liability company (the
"Company"), (ii) Merrill Real Estate Company, a Minnesota corporation, Merrill/Magnus Publishing Corporation, a Minnesota corporation, Merrill/New York
Company, a Minnesota corporation, Merrill/May Inc., a Minnesota corporation, Merrill Alternatives, Inc., a Minnesota corporation, Merrill International, Inc., a Minnesota corporation,
FMC Resource Management Corporation, a Washington corporation, Merrill Training & Technology, Inc., a Minnesota corporation, Merrill/Global, Inc., a Minnesota corporation and
Merrill/Executech, Inc., a Minnesota corporation (collectively, the "Subsidiary Guarantors") and Merrill Corporation, a Minnesota corporation
("Holdings" and, together with the Subsidiary Guarantors, the "Guarantors"), and (iii) DLJMB
Funding II, Inc., DLJ First ESC, L.P. and DLJ ESC II, L.P. (collectively, together with their Affiliates (as defined below), the "DLJ Entities")
and John W. Castro, in his individual capacity ("Mr. Castro"). Mr. Castro and the DLJ Entities are herein referred to as the
"Initial Holders". 


 
 

W I T N E S S E T H    
  


    WHEREAS, the Company has proposed to issue and sell $23,464,660.77 aggregate principal amount at maturity of its 14% Senior Discount Notes due 2008 (the
"Initial Notes"), issued pursuant to the Note Purchase Agreement dated as of January 12, 2001 (the "Note Purchase
Agreement") among the Company, the Guarantors and the Initial Holders and the form of Indenture attached as Exhibit A to the Initial Notes (the
"Indenture"), for an aggregate purchase price of $9,100,000, and the Guarantors have agreed to guarantee (collectively, the
"Guarantees") the Company's obligations under the Notes (as defined herein) and the Indenture; and 


    WHEREAS,
to induce the Initial Holders to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the rights set forth in this Agreement; 



    NOW,
THEREFORE, the parties hereby agree as follows: 


 
 

SECTION 1.  DEFINITIONS    
  


    As used in this Agreement, the following capitalized terms shall have the following meanings: 


    Act: The Securities Act of 1933, as amended. 



    Affiliate: As defined in Rule 144 of the Act. 


    Affiliated Market Maker: A Broker-Dealer who is (or that, in the reasonable judgment of such Broker-Dealer or
its counsel, may be) (i) deemed to be an Affiliate of the Company or (ii) otherwise required to deliver a prospectus in connection with sales or market-making activities involving
securities of the Company. 


    Broker-Dealer: Any broker or dealer registered under the Exchange Act. 



    Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New
York are authorized by law, regulation or executive order to remain closed. 


    Commission: The Securities and Exchange Commission. 


    Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence
of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement effective continuously and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of
Initial Notes tendered by Holders thereof pursuant to the Exchange Offer. 





 

    Consummation Date: The date on which the Exchange Offer is consummated. 


    Consummation Deadline: As defined in Section 3(b) hereof. 


    Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof. 


    Exchange Act: The Securities Exchange Act of 1934, as amended. 



    Exchange Offer: The exchange and issuance by the Company of a principal amount of Series B Notes (which
shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are tendered by such Holders in connection with such exchange
and issuance. 


    Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the
related Prospectus. 


    Filing Trigger Date: As defined in Section 4(a) hereof. 


    Filing Deadline: As defined in Sections 3(a) and 4(a) hereof. 


    Holders: As defined in Section 2 hereof. 


    Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is
declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into
such prospectus. 


    Recommencement Date: As defined in Section 6(d) hereof. 


    Registration Request: As defined in Section 3(a) hereof. 


    Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an
offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case,
(i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements to such registration statement
(including post-effective amendments) and all exhibits and material incorporated by reference therein. 


    Rule 144: Rule 144 promulgated under the Act. 



    Series B Notes: The Company's 14% Series B Senior Discount Notes due 2008 to be issued:
(i) in the Exchange Offer or (ii) as contemplated by Section 6(b) hereof. 


    Shelf Registration Statement: As defined in Section 4 hereof. Suspension Notice: As defined in Section 6(d)
hereof. 


    TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the
Indenture. 


    Transfer Restricted Securities: Each (i) Initial Note, until the earliest to occur of (a) the
date on which such Initial Note is exchanged in the Exchange Offer for a Series B Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Act, (b) the date on which such Initial Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued
Series B Notes), and (c) the date on which such Initial Note is distributed to the public pursuant to Rule 144 under the Act (and purchasers thereof have been issued
Series B Notes) and (ii) Series B Note issued to a Broker-Dealer until the date on which such Series B Note is disposed of by such Broker-Dealer pursuant to the "Plan 


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of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein). 


 
 

SECTION 2.  HOLDERS    
  


    A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person is
the holder of record of Transfer Restricted Securities. 


 
 

SECTION 3.  REGISTERED EXCHANGE OFFER    
  


    (a) If
the Company shall receive at any time a written request by Holders owning at least a majority of the aggregate principal amount of the Initial Notes then
outstanding (the "Registration Request") that the Company and the Guarantors effect the Exchange Offer, then unless the Exchange Offer shall not be
permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable after the Registration Request, but in no event later than 90 days after the Registration Request (such 90th day being the
"Filing Deadline"), (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the
earliest possible time, but in no event later than 180 days after the Registration Request (such 180th day being the "Effectiveness Deadline"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective,
(B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) subject to the proviso in Section
6(c)(xii), cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and, within the time period contemplated by
Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes to be offered in exchange
for the Initial Notes that are Transfer Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below. 


    (b) The
Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously,
and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however,
that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No
securities other than the Series B Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their reasonable best efforts to cause the
Exchange Offer to be Consummated within 30 Business Days after the Exchange Offer Registration Statement has become effective, but in no event later than 40 Business Days thereafter (such 40th day
being the "Consummation Deadline"). 


    (c) The
Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any
Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial
Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall
also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such 


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sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission. 


    Because
such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in
connection with its initial sale of any Series B Notes received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in
the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement for a period of 90 days following the Consummation Date. To the extent necessary to
ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use their
respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section
6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time,
for a period of 90 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant
thereto. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, at any time during such period. 


 
 

SECTION 4.  SHELF REGISTRATION    
  


    (a)  Shelf Registration.  If (i) the Exchange Offer is not permitted by applicable law (after the
Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder shall notify the Company within 20 Business Days following the
Consummation Deadline that (A) based on an opinion of counsel, such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder is a
Broker-Dealer and holds Initial Notes
acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall: 



    (x) cause
to be filed, on or prior to the date (the "Filing Deadline") that is 90 days after the date (the "Filing Trigger Date") that is the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of Section 4(a)(i) above and (ii) the date on which the Company receives
the notice specified in Section 4(a)(ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement)
(the "Shelf Registration Statement"), relating to all Transfer Restricted Securities, in the case of clause (a)(i) above or to the Transfer
Restricted Securities specified in any notice delivered pursuant to clause (a)(ii) above, as the case may be, and 


    (y) shall
use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Filing Trigger
Date for the Shelf Registration Statement (such 180th day the "Effectiveness Deadline"). 




    If,
after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., Section 4(a)(i) above), then the filing of the Exchange Offer
Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth in
clause (y). 


    To
the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this
Section 4(a) and the 


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other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and
(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the later of
(a) the date on which each of the Initial Holders is no longer deemed to be an Affiliate of the Company, and (b) the earlier of the second anniversary of the Registration Request (as
such date may be extended pursuant to Section 6(d) hereof) and such earlier date when no Transfer Restricted Securities covered by such Shelf Registration Statement remain outstanding 


    (b)  Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No
Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20
days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading. 


    (c)  Expiration of Rights.  Holders that do not give the written notice within the 20 Business Day period
set forth in Section 4(a) hereof, if required to be given, will no longer have any registration rights pursuant to this Section 4. Notwithstanding the foregoing, no Affiliate of the Company
shall be required to give such written notice or deliver an opinion in order to maintain its registration rights pursuant to this Section 4. 



 
 

SECTION 5.  MARKET MAKING PROSPECTUS    
  


    For so long as any of the Initial Notes are outstanding and if, in the reasonable judgment of any Initial Holder or its counsel, such Initial Holder or any of
its Affiliates is required to deliver a prospectus (any such prospectus, a "Market Making Prospectus") in connection with sales of the Initial Notes,
the Company and the Guarantors hereby agree to (i) provide such Initial Holder, without charge, as many copies of the Market Making Prospectus as such Initial Holder may reasonably request,
(ii) periodically amend the Registration Statement so that the information contained in the Registration Statement complies with the requirements of Section 10(a) of the Act,
(iii) amend the Registration Statement or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file
such amendment or supplement with the Commission, (iv) provide such Initial Holder with copies of each amendment or supplement so filed and such other documents, including opinions of counsel
and "comfort" letters, as such Initial Holder may reasonably request and (v) indemnify such Initial Holder with respect to the Market Making Prospectus and, if applicable, contribute to any
amount paid or payable by such Initial Holder in a manner substantially identical to that specified in Section 8 hereof (with appropriate modifications). The Company and the Guarantors consent to the
use, subject to the provisions of the Act and the state securities or Blue Sky laws of the jurisdictions in which the Initial Notes are offered by such Initial Holder, of each Market Making
Prospectus. 


 
 

SECTION 6.  REGISTRATION PROCEDURES    
  


    (a)  Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Company and the
Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their respective reasonable best efforts to effect such exchange and to permit the resale of
Series B Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other
trading activities (other than Initial 


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Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following
provisions: 



     (i) If,
following the date hereof there has been announced a change in Commission policy with respect to exchange offers, such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to seek
a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the
Guarantors hereby agree to use their reasonable best efforts in pursuing the issuance of such a decision to the Commission staff level. 


    (ii) As
a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the
request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by
the Exchange Offer Registration Statement) to the effect that, at the time of Consummation of the Exchange Offer, (A) any Series B Notes received by such Holder will be acquired in the
ordinary course of its business, (B) such Holder will have no arrangement or understanding with any person to participate in the distribution of the Initial Notes or the Series B Notes
within the meaning of the Act, (C) if the Holder is not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Initial Notes,
neither the Holder nor any such other Person is engaged in or intends to participate in a distribution of the Series B Notes, and (D) that such Holder is not an Affiliate of the Company.
If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Initial Notes, it will represent that the Initial Notes to be exchanged for the
Series B Notes were acquired by it as a result of market-making activities or other trading activities, and will acknowledge that it will deliver a prospectus meeting the requirements of the
Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Act in
connection with any resale of such Series B Notes, the Holder is not admitting that it is an "underwriter" within the meaning of the Act. 


    (iii) Prior
to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission
(A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted
in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause
(i) above, (B) including a representation that neither the Company nor the Guarantors has entered into any arrangement or understanding with any Person to distribute the Series B
Notes to be received in the Exchange Offer and that, to the best of the Company's and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the
Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the
Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. 




    (b)  Shelf Registration Statement.  In connection with the Shelf Registration Statement, the Company and
the Guarantors shall: 



     (i) comply
with all the provisions of Section 6(c) below and use their respective reasonable best efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being 



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sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto
the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for
the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof,
and 


    (ii) issue,
upon the request of any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B
Notes having an aggregate principal amount equal to the aggregate principal amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation;
the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf
Registration Statement in the names as such purchaser(s) shall designate. 




    (c)  General Provisions.  In connection with any Registration Statement and any related Prospectus
required by this Agreement, the Company and the Guarantors shall: 



     (i) use
their respective reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the
period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement or a supplement to the Prospectus, as applicable, curing such defect, and, if Commission review is required, use their respective reasonable best
efforts to cause such amendment to be declared effective as soon as practicable. 


    (ii) prepare
and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as
so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the
provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 


    (iii) advise
each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement) and
each Affiliated Market Maker promptly and, if requested by such Person, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering
or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any 



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statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the
making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the
Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their respective reasonable best efforts to obtain the withdrawal or lifting of such
order at the earliest possible time; 


    (iv) subject
to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to
the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; 


    (v) furnish
to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement)
and each Affiliated Market Maker in connection with such sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be
subject to the review and comment of such Persons, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Persons shall reasonably object within five Business Days after the
receipt thereof. Such Persons shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, or fails to comply with the applicable requirements of the Act; 


    (vi) promptly
prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document
to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement) and each Affiliated Market Maker in
connection with such exchange or sale, if any, make the Company's and the Guarantor's representatives available for discussion of such document and other customary due diligence matters, and include
such information in such document prior to the filing thereof as such Persons may reasonably request; 


   (vii) make
available, at reasonable times, for inspection by each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in
the case of the Shelf Registration Statement) and each Affiliated Market Maker and any attorney or accountant retained by such Persons, all financial and other records, pertinent corporate documents
of the Company and the Guarantors and cause the Company's and the Guarantor's officers, directors and employees to supply all information reasonably requested by any such Persons, attorney or
accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness, other than inspection of any records,
documents or information which would have an adverse effect on the Company's 



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competitive position; provided, however, that any records, documents or information which are necessary to avoid or correct a material misstatement or omission in such Registration Statement or which
are necessary to enable a Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement) or Affiliated Market Maker
(in the case of an Exchange Offer Registration Statement containing a prospectus required to be delivered by an Affiliated Market Maker) and any attorney or accountant retained by any such Persons to
exercise any applicable due diligence responsibilities will be released to such Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the
Shelf Registration Statement) or Affiliated Market Maker (in the case of an Exchange Offer Registration Statement containing a prospectus required to be delivered by an Affiliated Market Maker); 


   (viii) if
requested by any Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration
Statement) or any Affiliated Market Maker, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such
Persons may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities and the use of the
Registration Statement or Prospectus for market-making activities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is
notified of the matters to be included in such Prospectus supplement or post-effective amendment; 


    (ix) upon
request, furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf
Registration Statement) in connection with such exchange or sale and each Affiliated Market Maker, without charge, at least one copy of the Registration Statement, as first filed with the Commission,
and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 


    (x) deliver
to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of the Shelf Registration Statement)
and each Affiliated Market Maker, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may
request; the Company and the Guarantors hereby consent to the use (in accordance with law and subject to Section 6(d) hereof) of the Prospectus and any amendment or supplement thereto by each
selling Person in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto and all market-making activities of
such Affiliated Market Maker, as the case may be; 


    (xi) upon
the request of any Holder, in the light of the circumstances under which they were made, or either Initial Holder, enter into such agreements (including
underwriting agreements) as are customary in comparable securities offerings and make such representations and warranties and take all such other appropriate actions in connection therewith in order
to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any
Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, and also in connection with market-making activities by any Affiliated Market Maker,
the Company and the Guarantors shall: 



    (A) upon
request of any Person, furnish (or in the case of paragraphs (2) and (3), use its reasonable best efforts to cause to be furnished) to each Person, upon
Consummation of the 




9





 



Exchange Offer or upon the effectiveness of the Shelf Registration Statement, as the case may be: 



    (1) a
customary certificate, dated such date, signed on behalf of the Company and the Guarantors by (x) the president or any vice president and (y) a principal
financial or accounting officer of the Company and the Guarantors, confirming, as of the date thereof, such matters as are customary in connection with public offerings of securities similar to the
Notes as such Person may reasonably request; 


    (2) a
customary opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of
counsel for the Company and the Guarantors covering such matters as are customary in connection with public offerings of securities similar to the Notes and such other matter as such Person may
reasonably request; and 


    (3) a
customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the
case may be, from the Company's
independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the
matters set forth in the comfort letters delivered pursuant to Section 9(j) of the Note Purchase Agreement; and 




    (B) deliver
such other documents and certificates as may be reasonably requested by such Persons to evidence compliance with the matters covered in clause
(A) above and with any customary conditions contained in the any agreement entered into by the Company and the Guarantors pursuant to this clause (xi); 




   (xii) prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor the
Guarantors shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to
taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; 


   (xiii) in
connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such
Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; 


   (xiv) use
their respective reasonable best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities,
subject to the proviso contained in clause (xii) above; 


   (xv) provide
a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted
Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company; 



10







  




   (xvi) otherwise
use their respective reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available
to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which
need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); 


  (xvii) cause
the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in
connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the
TIA; and execute and use their reasonable best efforts to cause the Trustee thereunder to execute, all documents that may be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 


  (xviii) provide
promptly to each Holder and Affiliated Market Maker, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or
Section 15(d) of the Exchange Act. 




    (d)  Restrictions on Holders.  Each Holder agrees by acquisition of a Transfer Restricted Security and
each Affiliated Market Maker agrees that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Person will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such Person has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Person is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus (in each case, the "Recommencement Date"). Each Person receiving a Suspension Notice hereby agrees that it will either
(i) destroy any Prospectuses, other than permanent file copies, then in such Person's possession which have been replaced by the Company with more recently dated Prospectuses or
(ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Person's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date. 



 
 

SECTION 7.  REGISTRATION EXPENSES    
  


    (a) All
expenses incident to the Company's and the Guarantors' performance of or compliance with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing
of Prospectuses whether for exchanges, sales, market-making or otherwise), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the
Guarantors; (v) all application and filing fees in connection with listing the Series B Notes on a national securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance). 


11





 


    The Company will, in any event, bear its and the Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal
or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 


    (b) In
connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company and the Guarantors will reimburse the Initial Holders and the Holders who are tendering Initial Notes into in the Exchange Offer and/or selling or reselling
Initial Notes or Series B Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Davis Polk & Wardwell, unless another firm shall be chosen by the Holders of a majority in principal amount at
maturity of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 


 
 

SECTION 8.  INDEMNIFICATION    
  


    (a) The
Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who
controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments, (including without
limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of Series B Notes or registered Initial Notes, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that
is based upon information relating to any of the Holders furnished in writing to the Company by any of the Holders. 


    (b) Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their directors and officers, and each person, if
any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company or the Guarantors , to the same extent as the foregoing indemnity from the Company and the
Guarantors set forth in Section 8(a) above, but only with reference to information relating to such Holder furnished in writing to the Company by such Holder expressly for use in any
Registration Statement. In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 


    (c) In
case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying person") in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably
satisfactory to the indemnified party and the payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the 


12





 


defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel
shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably
satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the
indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying
party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and the Guarantors, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written
consent or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party shall have received a request from the indemnified
party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the
indemnifying party shall have failed to comply with such reimbursement request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party
from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of the indemnified party. 


    (d) To
the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities
or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of
such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and
the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of
the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to 


13





 


include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or
defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. 



    The
Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds
(i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint. 


    (e) The
Company and the Guarantors agree that the indemnity and contribution provisions of this Section 8 shall apply to Affiliated Market Makers to the same extent, on
the same conditions, as it applies to Holders. 


 
 

SECTION 9.  RULE 144A and RULE 144    
  


    The Company and the Guarantors agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the
Company or the Guarantors (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required
by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 


 
 

SECTION 10.  MISCELLANEOUS    
  


    (a)  Remedies.  The Company and the Guarantors acknowledge and agree that any failure by the Company or
the Guarantors to comply with its obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Holders or the Holders or Affiliated Market Makers for which there
is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Holders or any Holder or Affiliated
Market Makers may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The Company and the Guarantors further
agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 


    (b)  No Inconsistent Agreements.  Neither the Company nor the Guarantors, will, on or after the date of
this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent 


14





 


with the rights granted to the holders of the Company's and the Guarantors' securities under any agreement entered into on or prior to the date hereof. 


    (c)  Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained
the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of
a majority of the outstanding principal amount at maturity of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or the Guarantors). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by
the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. 



    (d)  Third Party Beneficiary.  The Holders and Affiliated Market Makers shall be third party
beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Holders, on the other hand, and shall have the right to enforce such agreements
directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders and Affiliated Market Makers hereunder. 



    (i)  Notices.  All notices and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 


    (ii) if
to the Company or the Guarantors: 




Merrill
Communications LLC.

One Merrill Circle

St. Paul, Minnesota 55108

Telecopier No.: (651) 632-4141

Attention: General Counsel 





    (iii) if
to any DLJ Entity: 




c/o
DLJMB Funding II, Inc.

277 Park Ave.

New York, NY 10172

Telecopier No.: (212) 892-7272

Attention: Ivy Dodes 





    (iv) if
to Mr. Castro: 




c/o
Merrill Corporation

One Merrill Circle

St. Paul, Minnesota 55108

Telecopier No.: (208) 246-7520 





    (v) in
any case, with a copy to: 




Davis
Polk & Wardwell

450 Lexington Avenue

New York, New York 10012

Telecopier No. (212) 450-4000

Attention: Lawrence E. Wieman., Esq. 





15





 





    All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 



    Copies
of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 


    Upon
the date of filing of the Exchange Offer or a Shelf Registration Statement, as the case may be, notice shall be delivered to DLJMB Funding II, Inc., on behalf of the Initial
Holders (in the form attached hereto as Exhibit A) and shall be addressed to: Attention: Ivy Dodes, 277 Park Avenue, New York, New York 10172. 


    (e)  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Note Purchase Agreement or the Indenture. If any transferee of any Holder
shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement,
and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if applicable, the Note Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. 



    (f)  Counterparts.  This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


    (g)  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. 


    (h)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. 


    (i)  Severability.  In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 


    (j)  Entire Agreement.  This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This
Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 


16





 


    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	 	 	MERRILL COMMUNICATIONS LLC
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Chief Financial Officer
	 	 	 	 	 	 	

	

 	
 	

MERRILL CORPORATION
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Chief Financial Officer
	 	 	 	 	 	 	

	

 	
 	

MERRILL REAL ESTATE COMPANY
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	

 	
 	

MERRILL/MAGNUS PUBLISHING CORPORATION
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

MERRILL/NEW YORK COMPANY
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	




17





 

	

 	
 	

MERRILL/MAY INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

MERRILL ALTERNATIVES, INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

MERRILL INTERNATIONAL, INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

FMC RESOURCE MANAGEMENT CORPORATION
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

MERRILL TRAINING & TECHNOLOGY, INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	




18





 

	

 	
 	

MERRILL/GLOBAL, INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

MERRILL/EXECUTECH, INC.
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   

	 	 	 	 	Name:	 	Robert H. Nazarian
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Treasurer
	 	 	 	 	 	 	

	

 	
 	

DLJMB FUNDING II, INC.
	

 	
 	

By:	
 	

/s/ MATTHEW SIROVICH   

	 	 	 	 	Name:	 	Matthew Sirovich
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Principal
	 	 	 	 	 	 	

	

 	
 	

DLJ FIRST ESC, L.P.
	

 	
 	

By:	
 	

/s/ MATTHEW SIROVICH   

	 	 	 	 	Name:	 	Matthew Sirovich
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Principal
	 	 	 	 	 	 	

	

 	
 	

DLJ ESC II, L.P.
	

 	
 	

By:	
 	

/s/ MATTHEW SIROVICH   

	 	 	 	 	Name:	 	Matthew Sirovich
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	Principal
	 	 	 	 	 	 	

	

 	
 	

/s/ JOHN W. CASTRO   
 JOHN W. CASTRO




19





EXHIBIT A  


 NOTICE OF FILING OF

A/B EXCHANGE OFFER REGISTRATION STATEMENT  



	To:	 	DLJMB Funding II, Inc.

277 Park Avenue

New York, New York 10172

Attention: Ivy Dodes

Fax: (212) 892-7272
	

From:	
 	

Merrill Communications LLC.

14% Senior Discount Notes due 2008




Date:          ,    


    For
your information only (NO ACTION REQUIRED): 


    Today,          ,    ,
we filed an A/B Exchange Registration Statement/ Shelf Registration Statement with the Securities and Exchange Commission. 









QuickLinks


REGISTRATION RIGHTS AGREEMENT

W I T N E S S E T H


SECTION 1. DEFINITIONS

SECTION 2. HOLDERS

SECTION 3. REGISTERED EXCHANGE OFFER

SECTION 4. SHELF REGISTRATION

SECTION 5. MARKET MAKING PROSPECTUS

SECTION 6. REGISTRATION PROCEDURES




SECTION 7. REGISTRATION EXPENSES

SECTION 8. INDEMNIFICATION

SECTION 9. RULE 144A and RULE 144

SECTION 10. MISCELLANEOUS