Exhibit 99.5
EXCHANGE
AGENT AGREEMENT
THIS EXCHANGE AGENT AGREEMENT (this
“Agreement”) is made and entered into as of
,
2005, by and between R. R. Donnelley & Sons Company, a
Delaware corporation (the “Issuer”), and LaSalle Bank
National Association, a national banking association, as exchange
agent (the “Exchange Agent”).
RECITALS
The Issuer proposes to make an offer
to exchange, upon the terms and subject to the conditions set forth
in the Issuer’s Prospectus dated
,
2005 (the “Prospectus”) and the accompanying letters of
transmittal (the “Letter of Transmittal”), forms of
which are attached hereto as Exhibit A (for the 4.95% Notes
due 2010) and Exhibit B (for the 5.50% Notes due 2015) (and
which, together with the Prospectus, constitute the “Exchange
Offer”), $500,000,000 aggregate principal amount of its
outstanding, unregistered 4.95% Notes due 2010 (the “Old 2010
Notes”) for an equal principal amount of 4.95% Notes due 2010
(the “New 2010 Notes”) registered under the Securities
Act of 1933, as amended (the “Securities Act”) and
$500,000,000 aggregate principal amount of its outstanding,
unregistered 5.50% Notes due 2015 (and which, together with the Old
2010 Notes, the “Old Notes”) for an equal principal
amount of 5.50% Notes due 2015 (and which, together with the New
2010 Notes, the “New Notes”) registered under the
Securities Act.
The Exchange Offer will commence as
soon as practicable after the Issuer’s Registration Statement
on Form S-4 relating to the Exchange Offer is declared effective
under the Securities Act, as notified in writing to the Exchange
Agent by the Issuer (the “Effective Time”) and shall
terminate at 5:00 p.m., New York City time, on
,
2006 (the “Expiration Date”), unless the Exchange Offer
is extended by the Issuer and the Issuer notifies the Exchange
Agent of such extension by 5:00 p.m., New York City time, on the
previous Expiration Date, in which case, the term “Expiration
Date” shall mean the latest date and time to which the
Exchange Offer is extended. In connection therewith, the
undersigned parties hereby agree as follows:
1. Appointment and Duties as the
Exchange Agent . The Issuer hereby authorizes LaSalle Bank
National Association, to act as the Exchange Agent in connection
with the Exchange Offer, and LaSalle Bank National Association,
hereby agrees to act as the Exchange Agent and to perform the
services outlined herein in connection with the Exchange Offer on
the terms and conditions contained herein.
2. Mailing to Holders of the Old
Notes .
A. As soon as practicable after its
receipt of notification from the Issuer as to the Effective Time,
the Exchange Agent will mail to each registered holder of the Old
Notes (i) a Letter of Transmittal with instructions (including
instructions for completing a substitute Form W-9), (ii) a
copy of the Prospectus, and (iii) a Notice of Guaranteed
Delivery substantially in the form attached hereto as Exhibit
C (for the 4.95% Notes due 2010) or Exhibit D (for the
5.50% Notes due 2015) (the “Notice of Guaranteed
Delivery”). Thereafter, the Exchange Agent shall promptly
mail such materials to any party requesting them.
B. The Issuer shall supply the
Exchange Agent with sufficient copies of the
Prospectus, the Letters of Transmittal and the
Notices of Guaranteed Delivery to enable the Exchange Agent to
perform its duties hereunder.
3. ATOP Registration . As
soon as practicable, the Exchange Agent shall establish an account
with The Depositary Trust Company (“DTC”) in its name
to facilitate book-entry tenders of the Old Notes through
DTC’s Automated Tender Offer Program (“ATOP”) for
the Exchange Offer.
4. Receipt of Letters of
Transmittal and Related Items . From and after the Effective
Time, the Exchange Agent is hereby authorized and directed to
(i) accept the Letters of Transmittal, duly executed in
accordance with the instructions thereto (or a manually signed
facsimile thereof), and any requisite collateral documents from
holders of the Old Notes and (ii) surrender the Old Notes to
which such Letters of Transmittal relate. The Exchange Agent is
authorized to request from any person tendering the Old Notes such
additional documents as the Exchange Agent or the Issuer deems
appropriate. The Exchange Agent is hereby authorized and directed
to process withdrawals of tenders to the extent withdrawal thereof
is permitted by the Exchange Offer.
5. Defective or Deficient Old
Notes and Instruments .
A. As soon as practicable after
receipt, the Exchange Agent will examine instructions transmitted
by DTC (the “DTC Transmissions”), the Old Notes, the
Letters of Transmittal, the Notices of Guaranteed Delivery and
other documents received by the Exchange Agent in connection with
tenders of the Old Notes to ascertain whether (i) the Letters
of Transmittal are completed and executed in accordance with the
instructions set forth therein (or that the DTC Transmissions
contain the proper information required to be set forth therein),
(ii) the Old Notes have otherwise been properly tendered in
accordance with the Prospectus and the Letters of Transmittal (or
that book-entry confirmations are in due and proper form and
contain the information required to be set forth therein) and
(iii) if applicable, the other documents (including the
Notices of Guaranteed Delivery) are properly completed and
executed.
B. If any Letter of Transmittal or
other document has been improperly completed or executed (or any
DTC Transmissions are not in due and proper form or omit required
information) or the Old Notes accompanying such Letter of
Transmittal are not in proper form for transfer or have been
improperly tendered (or the book-entry confirmations are not in due
and proper form or omit required information) or if some other
irregularity in connection with any tender of any Old Notes exists,
the Exchange Agent shall promptly report such information to the
holder of such Old Notes. If such condition is not promptly
remedied by the holder, the Exchange Agent shall report such
condition to the Issuer and await the Issuer’s direction. All
questions as to the validity, form, eligibility (including
timeliness of receipt), acceptance and withdrawal of any Old Notes
tendered or delivered shall be determined by the Issuer, in its
sole discretion. Notwithstanding the above, the Exchange Agent
shall not incur any liability for failure to give such notification
unless such failure constitutes gross negligence, bad faith or
willful misconduct.
C. The Issuer reserves the absolute
right (i) to reject any or all tenders of any particular Old
Notes determined by the Issuer not to be properly tendered or the
acceptance or exchange of which may, in the opinion of the Issuer
or the Issuer’s counsel, be unlawful and (ii)
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to waive any of the conditions of the Exchange
Offer or any defect or irregularity in the tender of any particular
Old Notes whether or not similar conditions or defect or
irregularity are waived in the case of other Old Notes. The
Issuer’s interpretation of the terms and conditions of the
Exchange Offer (including the Letters of Transmittal and the
Notices of Guaranteed Delivery and the instructions set forth
therein) will be final and binding.
6. Requirements of Tenders
.
A. Tenders of the Old Notes shall be
made only as set forth in the Letters of Transmittal, and shall be
considered properly tendered only when tendered in accordance
therewith. Notwithstanding the provisions of this paragraph, any
Old Notes that the Chief Executive Officer or Chief Financial
Officer of the Issuer shall approve as having been properly
tendered shall be considered to be properly tendered.
B. The Exchange Agent shall
(a) ensure that each Letter of Transmittal and the related Old
Notes or a bond power are duly executed (with signatures guaranteed
where required) by the appropriate parties in accordance with the
terms of the Exchange Offer; (b) in those instances where the
person executing the Letter of Transmittal (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative
capacity, ensure that proper evidence of his or her authority so to
act is submitted; and (c) in those instances where the Old
Notes are tendered by persons other than the registered holder of
such Old Notes, ensure that customary transfer requirements,
including any applicable transfer taxes, and the requirements
imposed by the transfer restrictions on the Old Notes (including
any applicable requirements for certifications, legal opinions or
other information) are fulfilled.
7. Exchange of the Old Notes
.
A. Promptly after the Expiration
Date and authentication of the New Notes by the trustee, the Issuer
will deliver the New Notes to the Exchange Agent. Upon surrender of
the Old Notes properly tendered and acceptance thereof by the
Issuer in accordance with the Exchange Offer, the Exchange Agent
shall deliver or cause to be delivered the New Notes to the holders
of such surrendered and accepted Old Notes. The principal amount of
the New Notes to be delivered to a holder shall equal the principal
amount of the Old Notes surrendered by such holder and accepted for
exchange by the Issuer.
B. The New Notes issued in exchange
for certificated Old Notes shall be mailed by the Exchange Agent,
in accordance with the instructions contained in the Letters of
Transmittal, by first-class or registered mail, and under coverage
of the Exchange Agent’s blanket surety bond for first-class
or registered mail losses protecting the Issuer from loss or
liability arising out of the non-receipt or non-delivery of such
New Notes or the replacement thereof.
C. Notwithstanding any other
provision of th
