to be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.
[Consented to:]3 R.R. DONNELLEY & SONS COMPANY By:
Name:
Title:
3
Signature block to be added only if the consent of the Borrower is required by
the terms of the Credit Agreement.
EXHIBIT B
FORM OF
BORROWER PURCHASING PARTY ASSIGNMENT
Reference is made to the Credit Agreement, dated as of October 15, 2018, (as
amended, supplemented or otherwise modified from time to time prior to the date
hereof, the "Credit Agreement"), among R.R. Donnelley & Sons Company, a Delaware
corporation (the "Borrower"), the Lenders party thereto, Bank of America, N.A.,
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and the other parties thereto. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
[The][Each] Assignor identified on Schedule 1 hereto ([the][each, an]
"Assignor") and [the][each] Assignee identified on Schedule 1 hereto
([the][each, an] "Assignee") agree as follows:
1. [The][Each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees[, without recourse to [the][such] Assignor,
and [the][each] Assignee hereby irrevocably purchases and assumes from
[the][such] Assignor, without recourse to [the][such] Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest"), in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.
2. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such]
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.
3. [The][Each] Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) no Default or Event of
Default