Exhibit 4.6


 


SECOND
AMENDMENT TO NOTE AGREEMENT


 


This Second Amendment dated as of March 24,
1998 (the “Second Amendment”) to the Note Agreement (as defined herein) is
between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”),
Quad/Tech, Inc., a Wisconsin corporation, Quad/Tech Europe, Inc., a
Delaware corporation, Quad/Creative, Inc., a Wisconsin corporation,
Duplainville Transport, Inc., a Wisconsin corporation, Quad/Marketing, Inc.,
a Wisconsin corporation, Quad/Pak, Inc., a Wisconsin corporation, The Quad
Technology Group, Inc., a Wisconsin corporation, Silver Spring Realty, Inc.,
a Wisconsin corporation, Chemical Research/Technology Co., a Wisconsin general
partnership, Quad/West, Inc., a Delaware corporation, Quad/Med, Inc.,
a Wisconsin corporation, and Quad/Electric, Inc., a Wisconsin corporation
(each, including the Company, an “Obligor” and collectively, the “Obligors) and
each of the institutions which is a signatory to this Second Amendment (each a “Noteholder”
and collectively, the “Noteholders”).


 


RECITALS:


 


A.                                   The Company and each of the
Noteholders is a party to the Note Agreement dated as of September 1, 1995
(as supplemented and amended up to the date hereof, the “Note Agreement”)
either as an original signatory thereto or through the execution and delivery
of a supplement thereto. The Company has from time to time issued Notes
pursuant to the Note Agreement.


 


B.                                     The Company and the
Noteholders now desire to amend the Note Agreement in the respects, but only in
the respects, hereinafter set forth.


 


C.                                     This Second Amendment can
not become effective until Holders of at least 66-2/3 % in aggregate principal amount of each series of Notes have
consented to the amendments contained herein as required by §7.1 of the Note Agreement.


 


D.                                    Capitalized terms used
herein shall have the respective meanings ascribed thereto in the Note
Agreement unless herein defined or the context shall otherwise require.


 


NOW, THEREFORE, upon the full and complete
satisfaction of the conditions precedent to the effectiveness of this Second
Amendment set forth in §3.1 hereof,
and in consideration of good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and Noteholders do
hereby agree as follows:


 


Section 1.                                          AMENDMENTS.


 


1.1                                 Section 4. 14(d) of
the Note Agreement shall be and is hereby amended in its entirety to read as
follows:


 


(d)                                 Closing Conditions. The closing conditions set
forth in §§4.1 through 4.3
and §§4.10 through 4.12
shall have been updated and performed as of the date of issuance of each series
of Additional Notes with respect to such series of Additional Notes except that
(i) with respect to the legal opinions required to be provided in §4.2, (A) the matters set forth in Exhibit F
hereto may be covered, at the Company’s option, by either Foley &
Lardner, counsel to the Obligors, or the Company’s in-house corporate counsel, (B) the
legal opinions of Foley & Lardner
and, if applicable, the Company’s in-house corporate counsel shall only need to
be addressed to Additional Purchasers, unless such issuance requires the
execution and delivery by 


 

















 


the Company or any Obligor
of any agreement affecting the rights or obligations of any Holder other than
such Additional Purchasers and (C the addressees, as determined pursuant to
this §4.14(d), of the legal opinions
required to be provided in §4.2 may waive
such portions of such opinions as they so choose; and (ii) with respect to
the requirements set forth in §4.11, the term
“Purchaser” in such section shall be deemed to refer to the Additional
Purchasers only, unless such issuance requires the execution and delivery by
the Company or any Obligor of any agreement affecting the rights or obligations
of any Holder other than such Additional Purchasers.


 


Section 2.                                          REPRESENTATIONS
AND WARRANTIES OF THE OBLIGORS.


 


2.1                                 To induce the Noteholders to execute and
deliver this Second Amendment (which representations shall survive the
execution and delivery of this Second Amendment), the Obligors represent and
warrant to the Noteholders that with respect to each Obligor:


 


(a)                                  this Second Amendment has been duly
authorized, executed and delivered by such Obligor and this Second Amendment
constitutes the legal, valid and binding obligation, contract and agreement of
such Obligor enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally;


 


(b)                                 the Note Agreement, as amended by this
Second Amendment, constitutes the legal, valid and binding
obligation, contract and agreement of such Obligor enforceable against it in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to
or limiting creditors’ rights generally;


 


(c)                                  the execution, delivery and performance
by such Obligor of this Second Amendment (i) has been duly authorized by all requisite
corporate action or partnership action, as applicable, (ii) does not
require the consent or approval of any governmental or regulatory body or
agency, and (iii) will not (A) violate (1) any provision of law,
statute, rule or regulation or such Obligor’s articles (or certificate) of
incorporation or bylaws or partnership agreement, as applicable, (2) any
order of any court or any rule, regulation or order of any other agency or
government binding upon such Obligor, or (3) any provision of any material
indenture, agreement or other instrument to which such Obligor is a party or by
which its properties or assets are or may be bound, or (B) result in a
breach or constitute (alone or with due notice or lapse of time or both) a
default under any indenture, agreement or other instrument referred to in
clause (iii) (A)(3) of this §2.1(c) and


 


(d)                                 as of the date hereof and after giving
effect to this Second Amendment, no Default or Event of Default has occurred which is
continuing.


 


Section 3.                                          CONDITIONS
TO EFFECTIVENESS OF THIS SECOND AMENDMENT.


 


3.1                                 This Second Amendment shall not become
effective until, and shall become effective when, each and every one of
the following conditions shall have been satisfied:


 


2

















 


(a)                                  pursuant to §7.1
of the Note Agreement, Holders of (i) at least 66-2/3% in aggregate
principal amount of outstanding Notes of each series and (ii) if any
series includes more than one tranche, at least 66-2/3% in aggregate principal
amount of outstanding Notes of all tranches thereof which mature more than 12
months from the date hereof, shall have executed and delivered counterparts of
this Second Amendment and such executed counterparts shall have been delivered
to each Noteholder.


 


(b)                                 each Noteholder shall have received the
favorable opinion of counsel to the Company as to the matters set forth in §§ 2.1(a), 2.1(b) and 2.1(c) hereof,
which opinion shall be in form and substance satisfactory to the Noteholders.


 


(c)                                  each Noteholder shall have received a
copy of the resolutions of the Board of Directors or the partners of each
Obligor authorizing the execution, delivery and performance of such Obligor of
this Second Amendment, certified by its Secretary or general partner, as
applicable.


 


Section 4.                                          PAYMENT
OF NOTEHOLDERS COUNSEL FEES AND EXPENSES.


 


4.1                                 The Company agrees to pay upon demand the
reasonable fees and expenses of Chapman and Cutler, in connection with the
negotiation, preparation, approval, execution and delivery of this Second
Amendment.


 


Section 5.                                          MISCELLANEOUS.


 


5.1                                 This Second Amendment shall be construed
in connection with and as part of the Note Agreement, and except as modified
and expressly amended by this Second Amendment, all terms, conditions and
covenants contained in the Note Agreement and the Notes are hereby ratified and
shall be and remain in full force and effect.


 


5.2                                 Any and all notices, requests,
certificates and other instruments executed and delivered after the execution
and delivery of this Second Amendment may refer to the Note Agreement without
making specific reference to this Second Amendment but nevertheless all such
references shall include this Second Amendment unless the context otherwise
requires.


 


5.3                                 The descriptive headings of the various
Sections or parts of this Second Amendment are for convenience only and shall
not affect the meaning or construction of any of the provisions hereof.


 


5.4                                 This Second Amendment shall be governed
by and construed in accordance with Wisconsin law.


 


5.5                                 The execution hereof by you shall constitute
a contract between us for the uses and purposes hereinabove set forth, and this
Second Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.


 


3

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  QUAD/GRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Its Vice President –
  Finance

  
	
   

  	
   

  
	
   

  	
  QUAD/TECH, INC.

  
	
   

  	
  QUAD/TECH EUROPE, INC.

  
	
   

  	
  QUAD/CREATIVE, INC.

  
	
   

  	
  DUPLAINVILLE TRANSPORT,
  INC.

  
	
   

  	
  QUAD/CARE, INC.

  
	
   

  	
  QUAD/MARKETING, INC.

  
	
   

  	
  QUAD/PAK, INC.

  
	
   

  	
  THE QUAD TECHNOLOGY GROUP,
  INC.

  
	
   

  	
  SILVER SPRING REALTY, INC.

  
	
   

  	
  QUAD/MED, INC.

  
	
   

  	
  QUAD/WEST, INC.

  
	
   

  	
  QUAD/ELECTRIC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Their Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CHEMICAL RESEARCH/TECHNOLOGY CO.

  
	
   

  	
   

  
	
   

  	
  By

  	
  Quad/Graphics, Inc.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Its Vice President - Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  and by Quad/Creative, Inc.

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Fowler

  
	
   

  	
   

  	
  John C. Fowler

  
	
   

  	
   

  	
  Its Treasurer

  



 


4

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Second Amendment as of the date first above written.


 


	
   

  	
  AMERICAN UNITED LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christopher D. Pahlke

  
	
   

  	
   

  	
  Its Vice President, Private Placements

  



 


5

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  PROVIDIAN LIFE AND HEALTH INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael D. Smith

  
	
   

  	
   

  	
  Its Second Vice President - Investments

  



 


6

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  INDIANAPOLIS LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kent A. Deeter

  
	
   

  	
   

  	
  Its Portfolio Manager

  



 


7

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  METROPOLITAN LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Director

  



 


8

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  AID ASSOCIATION FOR LUTHERANS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ R. Jerry Scheel

  
	
   

  	
   

  	
  Its Second Vice President - Securities

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  



 


9

















 


IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Second Amendment as of the date first above written.


 


	
   

  	
  THE EQUITABLE LIFE ASSURANCE

  
	
   

  	
  SOCIETY OF THE
  UNITED STATES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Beatriz M. Cuervo

  
	
   

  	
   

  	
  Its Investment Officer

  



 


10














 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  J. ROMEO &
  CO.(Nominee for

  
	
   

  	
  CANADA LIFE INSURANCE
  COMPANY OF NEW YORK)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas Field

  
	
   

  	
   

  	
  Its V.P.

  



 


11

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  CUMMINGS & CO.
  (Nominee for

  
	
   

  	
  CANADA LIFE INSURANCE
  COMPANY OF AMERICA)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Alfredo Cuervas

  
	
   

  	
   

  	
  Its Assistant VP

  



 


12

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  WOODMEN
  ACCIDENT AND LIFE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its Senior Director, Securities Investments

  and Assistant Treasurer

  



 


13

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  THE MINNESOTA MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Vice President

  



 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment to be duly executed and delivered by their respective
duly authorized officers, as of the date first above written.


 


	
   

  	
  FEDERATED MUTUAL
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Vice President

  



 


15

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  MUTUAL TRUST LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Vice President

  



 


16

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  FIRST
  NATIONAL LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  MIMLIC Asset Management
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Vice President

  



 


17

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  PHOENIX
  HOME LIFE MUTUAL INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its

  



 


18














 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  JOHN HANCOCK MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Senior Investment Officer

  



 


19

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  JOHN
  HANCOCK VARIABLE LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Senior Investment Officer

  



 


20

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  TMG LIFE INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  The Mutual Group (U.S.), Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Senior Vice President, Investments

  



 


21

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  JEFFERSON-PILOT LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its
  Second Vice President

  



 


22

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  ALEXANDER
  HAMILTON LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  
	
   

  	
   

  	
  Its Senior
  Vice President

  



 


23

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  TEACHERS
  INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Diane Hom

  
	
   

  	
   

  	
  Its
  Director-Private Placements

  



 


24

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  UNITED
  OF OMAHA LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edwin H.
  Garrison, Jr.

  
	
   

  	
   

  	
  Its
  First Vice President

  



 


25

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  COMMONWEALTH
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael S. Smith

  
	
   

  	
   

  	
  Its
  Second Vice President - Investments

  



 


26

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  PEOPLES
  SECURITY LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael S. Smith

  
	
   

  	
   

  	
  Its
  Second Vice President - Investments

  



 


27














 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  CUNA
  MUTUAL LIFE INSURANCE CO.

  
	
   

  	
   

  
	
   

  	
  By CIMCO, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Mark A. Prusha

  
	
   

  	
   

  	
  Its Senior
  Investment Officer

  



 


28

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  KEYPORT
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By Stein Roe &
  Farnham Incorporated, as agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Richard A. Hegwood

  
	
   

  	
   

  	
  Its Senior
  Vice-President

  



 


29

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  LUTHERAN
  BROTHERHOOD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark O. Swenson

  
	
   

  	
   

  	
  Its Assistant
  Vice President

  



 


30

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  THE
  NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ A. Kipp Koester

  
	
   

  	
   

  	
  Its Authorized
  Representative

  



 


31

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  PRINCIPAL
  MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christopher J.
  Henderson

  
	
   

  	
   

  	
  Its Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Counsel

  



 


32

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  MASSACHUSETTS
  MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/

  
	
   

  	
   

  	
  Its Managing
  Director

  



 


33

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  TRANSAMERICA
  LIFE INSURANCE & ANNUITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ John M. Casparian

  
	
   

  	
   

  	
  Its Investment
  Officer

  



 


34

















 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Second Amendment as of the date first above written.


 


	
   

  	
  TRANSAMERICA
  OCCIDENTAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ John M. Casparian

  
	
   

  	
   

  	
  Its Investment
  Officer

  



 


35