Second Supplemental Indenture, dated as of January 20, 2009



 Exhibit 4.1 
 R.R. DONNELLEY & SONS COMPANY 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 
  
  
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of January 20, 2009 
 to 
 Indenture dated as of January 3, 2007 
  
  
 $400,000,000 11.25% Notes due 2019 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I
	DEFINITIONS
	 SECTION 1.1
	  	Generally	  	1
	 SECTION 1.2
	  	Definition of Certain Terms	  	1
	
	ARTICLE II
	GENERAL TERMS OF THE NOTES
	 SECTION 2.1
	  	Form	  	4
	 SECTION 2.2
	  	Amount and Payment of Principal and Interest	  	4
	 SECTION 2.3
	  	Denominations	  	7
	 SECTION 2.4
	  	Global Securities	  	7
	 SECTION 2.5
	  	Payment, Transfer and Exchange	  	7
	 SECTION 2.6
	  	Registrar and Paying Agent	  	8
	 SECTION 2.7
	  	Ranking	  	8
	 SECTION 2.8
	  	Events of Default	  	8
	 SECTION 2.9
	  	Trustee’s Right to Refuse Directions in Certain Circumstances	  	8
	
	ARTICLE III
	REDEMPTION
	 SECTION 3.1
	  	Redemption	  	9
	 SECTION 3.2
	  	Redemption Procedures	  	9
	 SECTION 3.3
	  	Notice of Redemption	  	9
	
	ARTICLE IV
	CHANGE OF CONTROL
	 SECTION 4.1
	  	Change of Control	  	10
	
	ARTICLE V
	MISCELLANEOUS PROVISIONS
	 SECTION 5.1
	  	Ratification of Base Indenture	  	12
	 SECTION 5.2
	  	Trustee Not Responsible for Recitals	  	12
	 SECTION 5.3
	  	Table of Contents, Headings, etc.	  	12
	 SECTION 5.4
	  	Counterpart Originals	  	12
	 SECTION 5.5
	  	Governing Law	  	12
			
	 EXHIBIT A-1
	  	Form of Note	  	A-1-1

  

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 THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 20, 2009 (the “Second Supplemental
Indenture”), among 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”). 
 RECITALS: 
 WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of January 3, 2007 (the “Base Indenture” and as supplemented by this Second Supplemental Indenture, 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 duly authorized and desires to cause to be established pursuant to the Base
Indenture and this Second Supplemental Indenture a new series of Securities designated the “11.25% Notes due 2019” (the “Notes”), the form and terms of such Notes to be set forth in this Second Supplemental Indenture;

 WHEREAS, all things necessary to make this Second 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 Base Indenture have been done; 
 NOW, THEREFORE, in consideration of the
premises and the purchase and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent
expressed herein, as follows: 
 ARTICLE I 
 DEFINITIONS 
 SECTION 1.1 Generally. 
 (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture. 
 (b) The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein. 
 SECTION 1.2 Definition of Certain Terms. 
 For all purposes
of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings: 
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. 







 “Below Investment Grade Rating
Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on the 60th day following the occurrence
of the Change of Control (which date shall be extended if the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies on such 60th
 day, such extension to last until the date on which the Rating Agency considering such possible downgrade either (x) rates the Notes below an Investment Grade Rating or (y) publicly announces
that it is no longer considering the Notes for possible downgrade; provided, that no such extension shall occur if any of the Rating Agencies rates the Notes with an Investment Grade Rating that is not subject to review for possible downgrade on
such 60th day). 
 “Change of
Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial
owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock; or (3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors. 
 “Change of Control Offer” means an offer to repurchase Notes pursuant to Section 4.1 hereof. 

“Change of Control Payment” means, with respect to Notes tendered for repurchase pursuant to a Change of Control Offer, an amount
equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. 
 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those Notes. 
  

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 “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the
average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer Quotations so received. 
 “Continuing Directors” means, as of any
date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member
was named as a nominee for election as a director, without objection to such nomination). 
 “Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P. 
 “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 
 “Person” means any individual, partnership, corporation, limited liability company, joint stock company, business trust, trust, unincorporated association, joint venture or other entity, or a government or political
subdivision or agency thereof. 
 “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

 “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or all of them, as the case may be. 
 “Reference Treasury Dealer” means (1) each of Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute
another Primary Treasury Dealer, and (2) any one other Primary Treasury Dealer selected by the Company. 
 “Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date. 
  

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 “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors. 
 “Substitute Rating Agency” means a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s
or S&P, or both of them, as the case may be. 
 ARTICLE II 
 GENERAL TERMS OF THE NOTES 
 SECTION 2.1 Form. 
 The Notes and the Trustee’s certificates of authentication shall be substantially in the form of Exhibit A-1 to this Second
Supplemental Indenture, which are hereby incorporated into this Second Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Second Supplemental Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 
 SECTION 2.2 Amount and Payment of Principal and Interest. 
 (a) The Trustee shall authenticate and deliver the Notes for original issue on the date hereof in the aggregate principal amount of $400,000,000. The principal amount of each Note shall be payable on February 1, 2019. 
 (b) The Notes shall bear interest at 11.25% per year beginning on the date of issuance until the Notes are redeemed, paid, or duly provided for.
Interest shall be paid semiannually in arrears on February 1 and August 1 of each year (each an “Interest Payment Date”), commencing on August 1, 2009. The regular record date for interest payable on the Notes shall
be the January 15 and July 15, as the case may be, immediately preceding each Interest Payment Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Any payment of principal or interest required
to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment.

 (c) The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P or, in either
case, any Substitute Rating Agency downgrades (or downgrades and subsequently upgrades) the debt rating assigned to the Notes, in the manner described in this Section 2.2(c). 
  

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 If the rating from Moody’s (or any Substitute Rating Agency) of the Notes is decreased to a rating
set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their issuance plus the percentage set forth opposite the ratings from the table
below: 
  

			
	 Moody’s Rating*
	  	Percentage
Points
	 Ba1
	  	0.25
	 Ba2
	  	0.50
	 Ba3
	  	0.75
	 B1 or below
	  	1.00

  

	*	Including the equivalent rating of any Substitute Rating Agency. 

 If the rating from S&P (or any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable
on the Notes on the date of their issuance plus the percentage set forth opposite the ratings from the table below: 
  

			
	 S&P Rating*
	  	Percentage
Points
	 BB+
	  	0.25
	 BB
	  	0.50
	 BB-
	  	0.75
	 B+ or below
	  	1.00

  

	*	Including the equivalent rating of any Substitute Rating Agency. 

 If at any time the interest rate on the Notes has been adjusted upward as a result of a decrease in a rating by either Moody’s or S&P (or, in either case, a Substitute Rating Agency), as the case may be, and subsequently such
rating agency increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes will equal the interest rate payable on the Notes on the date
of their issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency) subsequently increases its rating of the Notes to
Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency thereof) increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest
rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their issuance. In addition, the interest rates on the Notes will permanently 

  

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cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) if the Notes
become rated A3 and A- (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency thereof), respectively (or one of these ratings if the
Notes are only rated by one rating agency). 
 Each adjustment required by any decrease or increase in a rating set forth above, whether
occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency), shall be made independent of (and in addition to) any and all other adjustments. In no event shall (1) the interest rate for the Notes be
reduced to below the interest rate payable on the Notes on the date of their issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their issuance.

 No adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the
Notes. If at any time Moody’s or S&P ceases to provide a rating of the Notes for a reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating
Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency will be
substituted for the last rating agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be
determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute
Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest
rate equals the interest rate payable on the Notes on the date of their issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the
provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other rating agency). For so long as only one of Moody’s or S&P provides a rating of the Notes and no Substitute Rating Agency is
offered to replace the other rating agency, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency providing the rating shall be twice the percentage set forth in the
applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% above the interest rate
payable on the Notes on the date of their issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within our control or ceases to make a rating of the Notes publicly available for reasons within our control, we will not be
entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no rating agency provides a rating of the Notes, as
the case may be. 
  

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 Any interest rate increase or decrease described in this Section 2.2(c) will take effect on the next
business day after the rating change has occurred. 
 If the interest rate payable on the Notes is increased as described in this
Section 2.2(c), the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires. 
 If any rating agency decreases or increases its rating of the Notes resulting in an adjustment to the per annum interest rate on the Notes pursuant to
this Section 2.2(c), the Company shall notify the Trustee of such rating decrease or increase and interest rate adjustment and the date such interest rate is effective no later than the earlier to occur of (a) the Business Day prior to the
next interest payment date following public announcement of such rating decrease or increase and (b) the fifth Business Day following public announcement of such rating decrease or increase, although the failure to give such notice shall not
constitute a Default or Event of Default hereunder. 
 (d) Subject to the terms and conditions contained herein, the Company may from time to
time, without the consent of the existing Holders create and issue additional Notes (the “Additional Notes”) having the same terms and conditions as the Notes in all respects, except for issue date and the first payment of interest
thereon. Such Additional Notes, at the Company’s determination and in accordance with the provisions of the Indenture, will be consolidated with and form a single series with the previously outstanding Notes for all purposes under the
Indenture, including, without limitation, amendments, waivers and redemptions. The aggregate principal amount of the Additional Notes, if any, shall be unlimited. 
 SECTION 2.3 Denominations 
 The Notes will be issuable only in fully registered form without coupons in denominations of
$2,000 and any integral multiples of $1,000 in excess thereof. 
 SECTION 2.4 Global Securities 
 The Notes will be issuable in the form of one or more Global Securities and the Depository for such Global Security will be The Depository Trust Company
in accordance with the Base Indenture. 
 SECTION 2.5 Payment, Transfer and Exchange 
 (a) The principal and interest on Notes represented by Global Securities will be payable to the Depository or its nominee, as the case may be, as the sole
registered owner and the sole Holder of the Global Securities represented thereby. The principal and interest on Notes represented by Physical Securities will be payable, either in person or by mail, at the office of the Paying Agent. 
  

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 (b) Transfers of Global Securities will be limited to transfer in whole, but not in part, to the
Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the Indenture. Notes represented by Physical Securities are
presented to the Registrar with a request from the Holder of such Securities to register a transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar will register the transfer as
requested in accordance with the Indenture. 
 SECTION 2.6 Registrar and Paying Agent 
 The Company initially appoints the Trustee as Registrar and Paying Agent. The Company may change the Paying Agent and Registrar without notice to Holders.

 SECTION 2.7 Ranking 
 The Notes will be
senior unsecured obligations of the Company. The payment of the principal of, premium, if any, and interest on the Notes will (i) rank equally in right of payment with all other indebtedness of the Company that is not by its terms expressly
subordinated to other indebtedness of the Company, and (ii) rank senior in right of payment to all indebtedness of the Company that is, by its terms, expressly subordinated to the senior indebtedness of the Company. 
 SECTION 2.8 Events of Default 
 With respect to the
Notes, Section 6.02 of the Base Indenture shall be amended by deleting from the parenthetical contained in the first sentence of Section 6.02 the phrase “an Event of Default specified in Section 6.01(3) with respect to
Section 4.08 or” and such phrase shall not be applicable to the Notes. 
 SECTION 2.9 Trustee’s Right to Refuse Directions in Certain
Circumstances. 
 With respect to directions given by the Holders of a majority in principal amount pursuant to the Indenture to the
Trustee in its exercise of any trust or power, the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other
Holders or could, in reasonable likelihood, impose personal liability upon the Trustee, unless the Trustee is offered indemnity satisfactory to it. 
  

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 ARTICLE III 
 REDEMPTION 
 SECTION 3.1 Redemption. 
 (a) Except as provided in this Article III, the Company shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder thereof. 
 (b) The Notes are subject to redemption at any time
or from time to time, in whole or in part, at the Company’s option at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus accrued interest to the Redemption Date. The Company may provide in such notice that payment of
such Redemption Price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company’s discretion, be subject to the satisfaction of one or
more conditions precedent. 
 SECTION 3.2 Redemption Procedures. 
 The Trustee will select Notes called for redemption in part on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to procedures of the Depository); provided that Notes shall not be redeemed
in principal amounts of $2,000 or less. In the case of Notes represented by Physical Securities, a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the
original Note. In the case of Notes represented by a Global Security, the outstanding principal amount of the Global Security representing the Notes will be reduced by book-entry. Notes called for redemption become due on the Redemption Date. On and
after the Redemption Date, interest stops accruing on Notes or portions of them called for redemption (unless there is a default in the payment thereof). 
 SECTION 3.3 Notice of Redemption. 
 (a) At the Company’s written request made at least forty-five days prior to the
Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee), the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense. 
 (b) Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. 
  

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 (c) Any notice to holders of Notes of any redemption will include the appropriate calculation of the
Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, will be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two
Business Days prior to the Redemption Date. 
 ARTICLE IV 
 CHANGE OF CONTROL 
 SECTION 4.1 Change of Control. 
 (a) Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption, each Holder of Notes shall have the
right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at an offer price in cash equal to the Change of Control Payment. 
 (b) Within 30 days following any Change of Control Triggering Event, the Company shall mail, or cause to be mailed, a notice to the Trustee and to each
Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and specifying: 
 (i) that the Change of Control Offer is being made pursuant to this Section 4.1 and that all Notes tendered will be accepted for payment; 
 (ii) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment
Date”); 
 (iii) the CUSIP numbers for the Notes; 
 (iv) that any Note not tendered will continue to accrue interest; 
 (v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
 (vi) that Holders electing
to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; 
  

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 (vii) that Holders will be entitled to withdraw their election referred to in clause
(vi) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of
Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount
or an integral multiple of $1,000 in excess thereof. 
 (c) The Company shall cause the Change of Control Offer to remain open for at least
20 Business Days or such longer period as is required by applicable law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.1, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.1 by virtue of such conflict. 
 (d) On the Change of Control Payment Date, the Company will, to the extent lawful: 
 (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 
 (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
 (e) The Paying Agent will
promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
  

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 (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.1 applicable to a Change of Control Offer made by the Company and
purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. 
 (g) The Company may make a Change of Control
Offer in advance of, but conditioned on, the occurrence of a Change of Control Triggering Event but otherwise in accordance with the provisions of this Section 4.1. 
 ARTICLE V 
 MISCELLANEOUS PROVISIONS 
 SECTION 5.1 Ratification of Base Indenture. 
 The Base
Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein
provided. 
 SECTION 5.2 Trustee Not Responsible for Recitals. 
 The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Notes. 
 SECTION 5.3 Table of Contents, Headings, etc. 
 The table of contents and headings of the Articles and Sections of this
Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 5.4 Counterpart Originals. 
 The parties may
sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 SECTION 5.5 Governing Law. 
 THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  

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 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed all as of the
date and year first written above. 
  

			
	R.R. DONNELLEY & SONS COMPANY
		
	By:	 	/s/    MILES W. MCHUGH
		 	Name:    Miles W. McHugh
		 	 Title:      Chief Financial Officer and
               Executive Vice President



  

 S-1 









			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/S/    GREGORY S. CLARKE
		 	Name: Gregory S. Clarke
		 	Title:   Vice President


  

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 EXHIBIT A-1 
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 CUSIP No.: 257867 AU5 
 ISIN No.: US257867AU51 
 R.R. DONNELLEY & SONS COMPANY 
  

			
	 No. 1
	  	$400,000,000

 11.25% NOTE DUE 2019 
 R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of
$400,000,000 on February 1, 2019. 
 Interest Payment Dates: February 1 and August 1. 
 Record Dates: January 15 and July 15. 
 Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place. 
  

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 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one of its
duly authorized officers. 
 Dated: 
  

			
	R.R. DONNELLEY & SONS COMPANY
		
	By:	 	 
		 	 Name:
 Title:



  

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 Certificate of Authentication 
 This is one of the 11.25% Notes due 2019 referred to in the within-mentioned Indenture. 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 


 Dated: 
  

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 [FORM OF REVERSE OF NOTE] 
 R.R. DONNELLEY & SONS COMPANY 
 11.25% NOTE DUE 2019 
 1. Interest. R.R. DONNELLEY & SONS COMPANY, a Delaware corporation, as issuer (the “Company”), promises to pay, until
the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 11.25% per annum. Interest hereon will accrue from and including the most recent date to which interest has
been paid or, if no interest has been paid, from and including January 20, 2009 to but excluding the date on which interest is paid. Interest shall be payable in arrears on February 1 and August 1 of each year, commencing
August 1, 2009. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the rate borne by
the Notes. 
 The interest rate payable on the Notes shall be subject to adjustment from time to time if Moody’s or S&P downgrades
(or subsequently upgrades) the debt rating assigned to the Notes as set forth in Section 2.2(c) of the Second Supplemental Indenture dated as of January 20, 2009, between the Company and the Trustee (the “Second Supplemental
Indenture”). 
 2. Method of Payment. The Company will pay interest hereon (except defaulted interest) to the Persons who are
registered Holders at the close of business on the January 15 and July 15 immediately preceding the interest payment date (whether or not a Business Day). Holders do not have to surrender Notes to a Paying Agent to collect principal
payments. The Company will pay to the Paying Agent principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions
to the Company, the Company will pay, or cause to be paid by the Paying Agent, all principal, interest on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the
Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. 
 3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association (the “Trustee”) will act as a Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
 4. Indenture. This Note
is one of the series designated on the face hereof. This Note is one of a duly authorized issue of securities of the Company issued and to be issued in one or more series under an Indenture dated as of January 3, 2007 as supplemented by the
Second Supplemental Indenture (the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and the Trustee. This is one of an issue of 

  

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Notes of the Company issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to
the Indenture and the Trust Indenture Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. 
 5. Optional Redemption. The Notes of this series are subject to redemption at any time or from time to time, in whole or in part, at the
Company’s option at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus accrued interest to the Redemption Date. The Company may provide in such notice that payment of such price and performance of the Company’s
obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent. 
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
those Notes. 
 “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average
of all Reference Treasury Dealer Quotations so received. 
 “Quotation Agent” means the Reference Treasury Dealer appointed
by the Company. 
 “Reference Treasury Dealer” means (1) each of Banc of America Securities LLC, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute another Primary Treasury Dealer, and (2) any one other Primary Treasury Dealer selected by the Company. 
  

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 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation
Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date. 
 Any
notice to holders of Notes of a redemption pursuant to paragraph 5 hereof will include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as
described above, will be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. 
 6. Redemption Procedures. The Trustee will select Notes called for redemption in part pursuant to paragraph 5 on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to
procedures of the Depository); provided that no Notes of $2,000 or less shall be redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note, or in the case of Notes represented by a Global Security, the outstanding principal amount of such Global Security will be reduced by book-entry. Notes called for redemption pursuant to paragraph 5 hereto become due on the
Redemption Date. On and after the Redemption Date, interest stops accruing on Notes or portions of them called for redemption (unless there is a default in the payment thereof). 
 7. Notice of Redemption. Notices of redemption pursuant to paragraph 5 shall be mailed by first class mail at least 30 but not more than 60 days
before the Redemption Date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be
redeemed. 
 8. Change of Control. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for
redemption pursuant to paragraph 5 of this Note, each Holder of Notes of this series shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Notes at an
offer price in cash equal to the Change of Control Payment. “Change of Control Payment” means, with respect to Notes of this series tendered for repurchase pursuant to a Change of Control Offer, an amount equal to 101% of the
aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade
Rating Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in accordance with the terms specified in the Indenture. 
  

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 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay to it any taxes and fees required by law or permitted by the Indenture. 
 10. Persons Deemed Owners.
The registered Holder of this Note may be treated as the owner of this Note for all purposes. 
 11. Unclaimed Money. If money for the
payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its written request. After that, Holders entitled to the money must look to the Company for payment as general
creditors unless an “abandoned property” law designates another Person. 
 12. Amendment, Supplement, Waiver, Etc. The
Company and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a successor to the Company of its obligations under the Indenture and making any change
that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Company and the Trustee with the consent of the Holders of not less than a majority of the
aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected. 
 13. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and the transaction complies with the terms of Article Five of the
Indenture, the predecessor corporation will, except as provided in Article Five, be released from those obligations. 
 14. Defaults and
Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture) occurs and is
continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts
upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture occurs, then the principal
of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the 

  

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Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, provided, that the Trustee will be entitled to refuse to follow any such
direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or could, in reasonable likelihood, impose personal liability upon the Trustee, unless the Trustee
is offered indemnity satisfactory to it. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium, if any, or interest on the Notes or a default in the observance or performance of any
of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their best interests. 
 15. Trustee Dealings with Company. Subject to certain limitations imposed by the Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company
or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 
 16. No Recourse Against
Others. No past, present or future director, officer, employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the
Notes. 
 17. Discharge. The Company’s obligations pursuant to the Indenture will be discharged, except for obligations pursuant
to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of United States dollars or Government Obligations sufficient to pay when due principal of and
interest on the Notes to maturity or redemption. 
 18. Authentication. This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security. 
 19. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture or the Notes.

 20. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  

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 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.
Requests may be made to: 
 If to the Company: 
 R.R. Donnelley & Sons Company 
 111 South Wacker Drive 
 Chicago, Illinois 60606 
 Attn: General
Counsel 
 Fax:  (312) 326-8594 
 With a copy to: 
 Sullivan & Cromwell LLP 
 125 Broad Street 
 New York, New York 10004

 Attn: Robert W. Downes 
 Tel:
(212) 558-4000 
 Fax: (212) 558-3588 
  

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 ASSIGNMENT 
 I or we assign and transfer this Note to: 
 ___________________________________________________________________________________________________________ 
 (Insert assignee’s
social security or tax I.D. number) 
 ___________________________________________________________________________________________________________

 (Print or type name, address and zip code of assignee) 
 and irrevocably appoint: 
 Agent to transfer this Note on the books of the Company. The Agent may substitute
another to act for him. 
  

									
		 		 	
					
	Date: 	 	 	 		 	Your Signature:  	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Note)

 Signature Guarantee: _____________________________ 
 SIGNATURE GUARANTEE 
 Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

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