EX-10.28 CONSENT AGREEMENT



 





Exhibit 10.28




CONSENT AGREEMENT




     This Agreement dated as of November 5, 2007 (the “Agreement”) is made by and among (i) the
undersigned holders or investment advisers or managers of discretionary accounts of the Notes (as
defined below; each such signatory, a “Consenting Noteholder”) and (ii) American Color Graphics,
Inc. (“ACG”) and ACG Holdings Inc. (“ACG Holdings” and together with ACG, the “ACG Parties;” each
Consenting Noteholder, ACG and ACG Holdings, a “Party”, and collectively, the “Parties”).



RECITALS




     WHEREAS, the Consenting Noteholders identified on Exhibit A hereto (the “Initial
Consenting Noteholders”) and the ACG Parties have negotiated the terms and conditions of a proposed
consent solicitation (the “Consent Solicitation”) with respect to the ACG Parties’ $280,000,000
10% Senior Second Secured Notes due 2010 (the “Notes”) as set forth on the Term Sheet attached
hereto as Exhibit B (the “Term Sheet”)



     NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:



AGREEMENT



Section 1. Means For Effectuating the Transactions. To implement the Consent Solicitation, the ACG
Parties propose, on the terms and conditions set forth herein and pursuant to the terms and
conditions of the Term Sheet, to consummate (to the extent this Agreement has not been terminated)
the transactions set forth on the Term Sheet through the Consent Solicitation.



Section 2. Term Sheet. The Term Sheet is incorporated herein and is made part of this Agreement as
if the terms and conditions of such term sheet were set forth herein in the first instance. The
general terms and conditions of the Consent Solicitation are set forth on the Term Sheet,
however, the Term Sheet is supplemented by the terms and conditions of this Agreement. In
the event of any inconsistencies between the terms of this Agreement and the Term Sheet, the Term
Sheet shall govern. The Parties hereby acknowledge and agree that in connection with the Consent
Solicitation, no holder of the Notes will be entitled to receive, for its consent to the amendment
to the indenture for the Notes (the “Notes Indenture”) and for the other treatment and transactions
being solicited in the Consent Solicitation, consideration (whether in cash, securities or
otherwise) other than the consideration provided in the Term Sheet.



Section 3. Consenting Noteholders’ Commitments Regarding a Transaction.




     3.01. Agreement to Vote. Subject to the conditions contained in Sections 3.02 and
3.04 hereof, each Consenting Noteholder agrees that it shall vote, or cause to be voted, in favor
of all the consents sought in the Consent Solicitation all of the Relevant Securities (as defined
below) and any additional Notes of which such Consenting Holder (or a client account over which
such Consenting Holder has discretion) is, or at any time on or prior to the Outside Date (as
defined



 









 




below) becomes, the holder of record or the beneficial owner and will not withdraw such
consent other than by operation of Section 10.03. The votes referenced in the preceding sentence
shall be cast not later (x) two business days after the Consent Commencement Date (as defined
below) in the case of Relevant Securities held as of the date of this Agreement and (y) the Outside
Date in the case of Relevant Securities acquired after the date of the Agreement but before the
Outside Date.




     3.02 Certain Conditions. The obligations of each Consenting Noteholder set forth in
Section 3.01 are subject to the conditions that (i) except as expressly set forth in the Term
Sheet, the terms of any applicable agreements or documents implementing the Consent Solicitation,
including, without limitation, the documents governing the Consent Solicitation, embody and are
consistent in all respects with the terms and conditions set forth in the Term Sheet, (ii) except
as expressly set forth in the Term Sheet, all final documents implementing the Consent Solicitation
are in form and substance satisfactory to the Consenting Noteholders and the ACG Parties and all
agreements with respect to the Consent Solicitation have been or will be entered into by all
applicable parties and have or will become valid, binding and enforceable, (iii) no Consenting
Noteholders’ Termination Event (as defined below) shall have occurred, (iv) the ACG Parties have
not terminated this Agreement after the occurrence of a Company Termination Event (as defined
below), and (v) no other termination of this Agreement has occurred pursuant to the terms set forth
herein. For the avoidance of any ambiguity, the documents referred to in clauses (i) and (ii) of
this Section 3.02 shall not include any documents required to be executed in connection with any
possible merger of the ACG Parties with Vertis, Inc.



     3.03. Transfer of Interests and Securities. Except as expressly provided herein, this
Agreement shall not in any way restrict the right or ability of any Consenting Noteholder to sell,
borrow, lend, use, assign, transfer or otherwise dispose of (“Transfer”) any of the Notes,
provided, however, that for a period commencing as of the date such Consenting Noteholder executes
this Agreement until the earlier to occur of (i) the occurrence of a Consenting Noteholders’
Termination Event, (ii) the ACG Parties’ termination of this Agreement after the occurrence of a
Company Termination Event and (iii) any other termination of this Agreement pursuant to the terms
hereunder (such period, the “Restricted Period”), no Consenting Noteholder shall Transfer any
Notes, and any purported Transfer of Notes shall be void and without effect unless the Transferee
delivers to the Consenting Noteholder transferor and the ACG Parties, at or prior to the time of
the proposed Transfer, a written agreement containing, among other things, the provision set forth
in Exhibit C attached hereto pursuant to which such Transferee shall assume all obligations
of the Consenting Noteholder transferor hereunder in respect of the Notes Transferred (such
Transferee, if any, to also be a Consenting Noteholder hereunder; provided,
however, that no such Transferee shall be deemed to be an Initial Consenting Noteholder).



     3.04. Representation of Consenting Noteholders’ Holdings. Each Consenting Noteholder
represents on its own behalf that, as of the date such Consenting Noteholder executes and delivers
this Agreement, it is the beneficial owner and/or the investment adviser or manager of
discretionary accounts for the holders or beneficial owners of the aggregate principal amount of
the Notes set forth on its signature page (the “Relevant Securities”), with the power to vote and
dispose of all or substantially all of the aggregate principal amount of the Relevant Securities on
behalf of such holders or beneficial owners; provided, however, that an Initial
Consenting

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Noteholder may identify on its signature pages those Notes that shall not be considered
Relevant Securities for purposes herein and that shall not otherwise be subject to the terms and
conditions set forth herein in any way.




Section 4. Undertakings and Representations.




     4.01 Consent Solicitation Commencement Date. The ACG Parties will (a) commence the
Consent Solicitation no later (X) than 6:30 a.m. (prevailing New York City time) on the first
business day after the execution of this Agreement by all required parties, or (Y) concurrently
with the signing of this Agreement by all required parties (such time and date, the “Consent
Commencement Date”). Such Consent Solicitation will require that all consents be given by not
later than 11:00 A.M. (prevailing New York City time) on the last to occur of (i) 9 calendar days
after the commencement of the Consent Solicitation (or, if such ninth day is not a business day,
then the first business day thereafter) or (ii) such later date as may be requested by the ACG
Parties and consented to by Consenting Noteholders representing the Low Consenting Noteholder
Threshold (as defined in the Term Sheet) (the date of the last to occur of clause (i) or (ii) being
the “Outside Date”).



     4.02 Acceleration of the Outside Date. The Outside Date shall be accelerated to the
first business day after the receipt of the Minimum Acceptance (as defined in the Term Sheet) on
which (1) all other conditions precedent to the consummation of the Consent Solicitation (as set
forth herein or the Term Sheet, as applicable) have been satisfied or waived in accordance with the
terms hereof and/or the Term Sheet, as applicable and (2) the Company has provided written notice
of such acceleration (a), at least one business day prior to such accelerated date, to the
tendering Noteholders and (b) as otherwise required pursuant to applicable law.



     4.03 Representation of the ACG Parties. Each of the ACG Parties represent that, as of
the date hereof, such entity has not executed any agreement providing for, or otherwise adopted any
board resolution, authorizing the entry into any agreement with any person providing for a merger,
consolidation, asset sale, or the purchase or acquisition of all or a substantial part of the
assets of another entity, in each case, which would be material to the ACG Parties.


Section 5. Mutual Representations, Warranties, and Covenants. Each of the Parties represents,
warrants, and covenants to the others, as of the date of this Agreement, as follows (each of which
is a continuing representation, warranty, and covenant):




     5.01. Enforceability. This Agreement is a legal, valid, and binding obligation of
such Party, enforceable against it in accordance with its terms, except as enforcement may be
limited by applicable laws relating to or limiting creditor’s rights generally or by equitable
principles relating to enforceability.



     5.02. No Consent or Approval. Except as expressly provided in this Agreement, no
consent or approval is required by any other person or entity in order for it to carry out the
Consent Solicitation.



     5.03 Power and Authority. Except as expressly provided in this Agreement, it has all
requisite power and authority to enter into this Agreement and to carry out the transactions
contemplated by, and perform its respective obligations under, this Agreement.



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     5.04 Authorization. The execution and delivery of this Agreement and the performance
of its obligations hereunder have been duly authorized by all necessary action on its part.


Section 6. No Waiver. Nothing herein is intended to, or does, in any manner, waive, limit, impair,
or restrict the ability of any of the Consenting Noteholders to protect, prosecute, enforce or
preserve any of their respective rights, remedies, claims and/or interests whether under the Notes
Indenture or otherwise under applicable law or, subject to section 3.01 and 3.03 hereunder, to
enter into any transactions concerning the Notes.



Section 7. Termination Events.




     7.01 Consenting Noteholder Termination Events. This Agreement shall terminate
automatically without any action or notice upon the occurrence of any of the following events
(each, a “Consenting Noteholders’ Termination Event”): (a) the failure of the ACG Parties to
commence the Consent Solicitation on or prior to the Consent Commencement Date, except as may be
agreed by the ACG Parties and Consenting Noteholders that represent the Low Consenting Noteholder
Threshold, (b) with respect to the Consent Solicitation, the voting in favor of the consents
solicited pursuant to the Consent Solicitation by the holders thereof of less than 90% in principal
amount of the Notes, or such lower threshold as may be agreed by the ACG Parties with Consenting
Noteholders that represent the Low Consenting Noteholder Threshold (provided that, for purposes of
calculating the percentage of Notes voted in favor of the consents solicited pursuant to any
Consent Solicitation, any Notes of any Consenting Noteholder that are subject to this Agreement
shall be deemed to have been voted in favor of such consents if the failure of such Consenting
Noteholder to so vote such Notes would, but for the provisions of this Section 7.01, constitute a
breach of such Consenting Noteholder’s commitments under this Agreement), (c) the breach in any
material respect by the ACG Parties of any of the representations, warranties or covenants of such
Parties set forth in this Agreement, (f) the issuance by any governmental authority, including any
regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the
consummation of the Consent Solicitation or any of the transactions contemplated thereunder, (g)
the occurrence of any “Event of Default”, default or acceleration event under the Notes Indenture,
under that certain Amended & Restated Credit Agreement, dated May 5, 2005, by and among, inter
alia, American Color Graphics, Inc., as borrower, and Bank of America, N.A., as administrative
agent (as amended from time to time, the “First Lien Facility”) and/or under that certain Credit
Agreement, dated September 26, 2006, by and among, inter alia, American Graphics Finance,
LLC, as borrower, and Bank of America, N.A., as administrative agent (as amended from time to time,
the “A/R Facility”), or (h) if the Consent Solicitation has not been consummated in accordance with
the terms set forth herein and in the Term Sheet on or before the Outside Date.



     7.02 Company Termination Events. The ACG Parties may terminate this Agreement as to
all Parties by giving written notice to the Consenting Noteholders upon the occurrence of any of
the following events (each, a “Company Termination Event”): (a) the breach in any material respect
by any Consenting Noteholder of any of the representations, warranties or covenants of such
Consenting Noteholder set forth in this Agreement, provided that the aggregate principal amount of
the Notes subject to this Agreement, excluding the Notes of such breaching Consenting Noteholder
and the Notes of all other breaching Consenting Noteholders



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with respect to which the preceding clause is satisfied, constitute 89.99% or less of, the
aggregate principal amount of all of the Notes, (b) if the Consent Solicitation has not been
consummated in accordance with the terms set forth herein and in the Term Sheet on or before the
Outside Date, or (c) the issuance by any governmental authority, including any regulatory
authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of
the Consent Solicitation or any of the transactions contemplated thereunder.




     7.03 Mutual Termination. This Agreement, and the obligations of all Parties
hereunder, may be terminated by mutual agreement among the ACG Parties and Consenting Noteholders
representing the Low Consenting Noteholder Threshold.



     7.04 Termination. Except for obligations that are expressly intended to survive the
termination of this Agreement, this Agreement, and the obligations of all Parties hereunder, shall
automatically terminate without any further notice or action at 5:00 p.m. (prevailing New York City
time) on the Outside Date.



     7.05 Effect of Termination. Upon termination of this Agreement, each Party hereto
shall be released from its commitments, undertakings and agreements under or related to this
Agreement and shall have the rights and remedies that it would have had and shall be entitled to
take all actions, whether with respect to the transactions set forth on the Term Sheet or
otherwise, that it would have been entitled to take had it not entered into this Agreement.


Section 8. Effectiveness; Amendments. This Agreement shall become effective and binding upon each
of the Parties that have executed and delivered counterpart signature pages hereto. Once
effective, this Agreement (including, without limitation, the Term Sheet) may not be modified,
amended, supplemented or otherwise altered (except as expressly provided herein), and no term or
condition may be waived, except in a writing signed by the ACG Parties and Consenting Noteholders
representing the Low Consenting Noteholder Threshold; provided, however, that no
modification, waiver, amendment, supplement or other alteration of a term or condition hereunder or
under the Term Sheet that requires, for any such modification, waiver, amendment, supplement or
other alteration, approval by either Consenting Noteholders representing the High Consenting
Noteholder Threshold (as defined in the Term Sheet) or Consenting Noteholders representing the
Unanimous Consenting Noteholder Threshold (as defined in the Term Sheet) may occur unless such
modification, waiver, amendment, supplement or other alteration is set forth in a writing signed by
the ACG Parties and, as applicable, Consenting Noteholders representing either the High Consenting
Noteholder Threshold or the Unanimous Consenting Noteholder Threshold, as the case may be.



Section 9. Miscellaneous.




     9.01. Further Assurances. The Parties agree to execute and deliver such other
instruments and perform such acts, in addition to the matters herein specified, as may be
appropriate or necessary, from time to time, to effectuate the Consent Solicitation, whether the
same occurs before or after the date of this Agreement and further agree not to take any actions
inconsistent herewith.



     9.02. Complete Agreement. This Agreement and the Nondisclosure Agreements dated as of
October 23, 2007 by and among ACG Holdings and the holders of the Notes identified



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therein are the entire agreements between the Parties with respect to the subject matter
hereof and supersedes all prior agreements, oral or written, between the Parties with respect
thereto. No claim of waiver, modification, consent or acquiescence with respect to any provision
of this Agreement shall be made against any Party, except on the basis of a written instrument
executed by or on behalf of such Party.




     9.03. Parties. This Agreement shall be binding upon, and inure to the benefit of, the
Parties. No rights or obligations of any Party under this Agreement may be assigned or transferred
to any other person or entity except as provided in Section 3.03 hereof. Nothing in this
Agreement, express or implied, shall give to any person or entity, other than the Parties, any
benefit or any legal or equitable right, remedy or claim under this Agreement.



     9.04. Injunctive Relief. The Parties agree that damages at law would be an inadequate
remedy for the breach of any of the promises and agreements contained in this Agreement, and,
accordingly, any Party hereto shall be entitled to injunctive relief with respect to any such
breach, including, without limitation, specific performance of such promises or agreements or an
order enjoining a party from any threatened, or from the continuation of any actual, breach of the
promises or agreements contained in this Agreement. The rights set forth in this Section 9.04
shall be in addition to any other rights which a Party may have at law or in equity pursuant to
this Agreement.



     9.05. Headings. The headings of all sections of this Agreement are inserted solely
for the convenience of reference and are not a part of and are not intended to govern, limit or aid
in the construction or interpretation of any term or provision hereof.



     9.06. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY
JURY. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring any
action or proceeding in respect of any claim arising out of or related to this Agreement or the
transactions contained in or contemplated by this Agreement exclusively in the United States
District Court for the Southern District of New York or any New York State court sitting in New
York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement
or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive
jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or
proceeding in the Chosen Courts and (iii) waives any objection that the Chosen Courts are an
inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto
irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. The terms and conditions set
forth in this Section shall survive any termination of this Agreement.



     9.07. Execution of Agreement. This Agreement may be executed and delivered (by
facsimile or otherwise) in any number of counterparts, each of which, when executed and delivered,
shall be deemed an original, and all of which together shall constitute the same agreement. Except
as expressly provided in this Agreement, each individual executing this



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Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver
this Agreement on behalf of said Party.




     9.08. Interpretation. This Agreement is the product of negotiations between the ACG
Parties and Initial Consenting Noteholders, and in the enforcement or interpretation hereof, is to
be interpreted in a neutral manner, and any presumption with regard to interpretation for or
against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or
any portion hereof, shall not be effective in regard to the interpretation hereof.



     9.09. Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of the Parties and their respective successors, assigns, heirs, executors, administrators
and representatives, other than a trustee or similar representative appointed in a bankruptcy case.
The agreements, representations and obligations of the Consenting Noteholders under this Agreement
are, in all respects, several and not joint.



     9.10. Notices. All notices hereunder shall be deemed given if in writing and
delivered, if sent by telecopy, e-mail, courier or by registered or certified mail (return receipt
requested) to the following addresses and telecopier numbers (or at such other addresses or
telecopier numbers as shall be specified by like notice)



(1) if to the ACG Parties, to:


100 Winners Circle

Brentwood, Tennessee 37027

Attention: Chief Executive Officer

E-mail address: steve.dyott@acgholdings.com




with copies to:


Kirkland & Ellis LLP

Citigroup Center

153 East 53rd Street

New York, New York 10022

Attention: Paul M. Basta, Esq.

E-mail address: pbasta@kirkland.com



-and-



Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Attention: Ray C. Schrock, Esq.

E-mail address: rschrock@kirkland.com




if to a Consenting Noteholder to



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Milbank, Tweed, Hadley & McCloy LLP

1850 K Street NW

Washington, DC 20006

Attention: Debra Alligood White, Esq.

E-mail address: dwhite@milbank.com



Any notice given by delivery, email, mail or courier shall be effective when received. Any notice
given by telecopier shall be effective upon oral or machine confirmation of transmission.



Section 10. Disclosure.




     10.01 Obligation to Publicly Disclose Certain Materials. ACG Holdings shall comply
with its obligations to publicly disclose certain information in accordance with Section 5 of the
Nondisclosure Agreements dated as of October 23, 2007 by and among ACG Holdings and the holders of
the Notes identified therein, as such Agreements may be modified from time to time in accordance
with the provisions thereof.



     10.02 Publicity; Non-Disclosure of Holdings. The ACG Parties will submit to counsel
for the Initial Consenting Noteholders for prior review all press releases and public filings that
constitute the initial disclosure of the existence or terms of this Agreement or the Consent
Solicitation or any amendment to the terms of this Agreement or the materials to be disclosed in
accordance with section 10.01 above. Except as required by law (as determined by outside counsel
to the ACG Parties), the ACG Parties shall not (a) use the name of any Consenting Noteholder in any
public manner without such Consenting Noteholder’s prior written consent or (b) disclose to any
person (including, for the avoidance of doubt, any other Consenting Noteholder) the principal
amount or percentage of any Notes or any other securities of the ACG Parties or any of their
respective subsidiaries held by any Consenting Noteholder; provided, however, that the ACG Parties
shall be permitted to disclose at any time (after consulting with Consenting Noteholders
representing the Low Consenting NoteholderThreshold) the aggregate principal amount of and
aggregate percentage of each series of Notes held by Consenting Noteholders or by persons who have
otherwise agreed to participate in the Consent Solicitation as a group. The terms and conditions
set forth in this Section shall survive any termination of this Agreement.



     10.03. Nullity of Tendered Consents. Upon the occurrence of any termination of this
Agreement any and all consents tendered by the Consenting Noteholders prior to such termination
shall be deemed, for all purposes, to be null and void from the first instance and shall not be
considered or otherwise used in any manner by the ACG Parties in connection with the Consent
Solicitation.



[Remainder of Page Left Intentionally Blank]





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     IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above
written.



	 	 	 	 	 
	 	American Color Graphics, Inc. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ACG Holdings Inc. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 













 






	 	 	 	 	 



EXHIBIT B




AMERICAN COLOR GRAPHICS, INC.



10% Senior Second Secured Notes Due 2010




Consent Solicitation Summary of Terms



This summary of terms constitutes only an indication of interest with respect to a potential
consent solicitation by American Color Graphics, Inc. (the “Company”) to holders (the
“Noteholders”) of its 10% Senior Second Secured Notes Due 2010 (the “Notes”) and does not
constitute a legally binding commitment or agreement by the Company or the Noteholders (the
“Summary of Terms”).







	 	 	 
	Promissory Note in Lieu of Cash
Interest:

	 	In lieu of receiving cash in
respect of the December 15,
2007 interest payment on the
Notes, tendering Noteholders
will agree to accept secured
non-interest-bearing promissory
notes (collectively, the
“Promissory Notes” and each a
“Promissory Note”), due March
15, 2008 with an aggregate
principal amount equal to (a)
the amount of the December 15,
2007 interest due and unpaid
and (b) the Consent Fee (as
that term is defined below).
Any default, Event of Default
or acceleration under the Notes
will result in a default, Event
of Default and/or acceleration
under the Promissory Notes.
	 
	 	 
	 

	 	The security interests granted
with respect to the Promissory
Notes shall be junior to the
security interests of the
current first lien credit
facility (the “First Lien
Facility”) and shall be pari
passu with the security
interests of the Notes. The
Promissory Notes shall be
otherwise subordinated to the
First Lien Facility pursuant to
the currently applicable
subordination provisions of the
Notes indenture (the
“Indenture”).
	 
	 	 
	 

	 	Except as expressly identified
herein, the Promissory Notes
shall have the same terms and
conditions as the Notes.
	 
	 	 
	 
	Consent Fee/Additional Promissory Note Term:

	 	In consideration for, among
other things, the agreement of
each tendering Noteholder to
accept a Promissory Note in
lieu of cash interest that
would otherwise be due under
the Indenture and Notes, each
tendering Noteholder will
receive a consent fee (the
“Consent Fee”) equal to its pro
rata share of an amount that is
calculated pursuant to the
following formula: the
aggregate outstanding principal
amount of Notes held by the
tendering Noteholders
multiplied by 1.0%.








 









 









	 	 	 
	 

	 	Such fee shall not be payable
in cash but shall be included
as part of the principal
balance of each Promissory
Note.
	 
	 	 
	 

	 	Each Promissory Note shall
reflect that the obligation to
pay the Consent Fee arises on
the date of consummation of the
Consent Solicitation (as
defined below).
	 
	 	 
	 
	Notes Indenture Amendment:

	 	The Indenture will be amended,
to the extent necessary, to
allow for the incurrence by the
Company of an additional
$5,000,000 of term, secured
debt that is pari passu with
debt outstanding under the
First Lien Facility (the “New
Indebtedness”), the issuance of
the Promissory Notes and any
other amendments needed to
effectuate the transactions
contemplated herein.
	 
	 	 
	 
	Consent Agreement/Consent 

Solicitation:

	 	Promptly upon an agreement upon
the Summary of Terms, each of
certain of the Noteholders
(each, a “Consenting
Noteholder”) will enter into an
agreement (the “Consent
Agreement”) with the Company
pursuant to which such
Consenting Noteholder will
agree to tender consents (and
agree to require any transferee
to tender consents) in the
consent solicitation initiated
by the Company (the “Consent
Solicitation”) with respect to
the Summary of Terms in favor
of the treatment set forth
herein, subject to the
conditions to effectiveness
noted below.
	 
	 	 
	 

	 	The Company agrees (x) to
launch the Consent Solicitation
at 6:30 AM (prevailing New York
City time) or not later in any
event than concurrently with
the execution of the Consent
Agreement by the Company and
the Consenting Noteholders and
(y) to keep the Consent
Solicitation open until 11:00
AM (prevailing New York City
time) on the Outside Date (as
that term is defined below) and
(ii) the Company agrees,
subject to the satisfaction or
waiver of each of the
conditions precedent set forth
below (including the Minimum
Acceptance) in the manner
specified below, to issue the
Promissory Notes and file all
documents and take all actions
necessary to perfect the
security interests granted to
the Promissory Notes and to
consummate the other
transactions set forth herein,
in each case by 5:00 PM
(prevailing New York City time)
on the Outside Date.
	 
	 	 
	 

	 	The Outside Date shall be
accelerated to the first
business day after the receipt
of the Minimum Acceptance (as
defined below) on which (1) all
other conditions precedent to
the consummation of the Consent








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	 	Solicitation (as set forth
herein or the Consent
Agreement, as applicable) have
been satisfied or waived in
accordance hereof and/or the
Consent Agreement, as
applicable and (2) the Company
has provided written notice of
such acceleration (a), at least
one business day prior to such
accelerated date, to the
tendering Noteholders and (b)
as otherwise required pursuant
to applicable law.
	 
	 	 
	 

	 	The Consent Agreement shall be
in form and substance
acceptable to the Company and
each of the Consenting
Noteholders and shall have
agreed upon termination
provisions and shall, in any
case, terminate on the last to
occur of (i) the 9th day
following its execution (such
date, or if such date is not a
business day, then the first
business day thereafter) or
(ii) such later date as may be
requested by the Company and
consented to by Consenting
Noteholders representing the
Low Consenting Noteholder
Threshold (as defined below)
(the date of the last to occur
of clause (i) or (ii) being the
“Outside Date”).
	 
	 	 
	 
	Consent Solicitation; Minimum
Acceptance:

	 	Pursuant to the Consent
Solicitation, 90% of the
Noteholders (the “Minimum
Acceptance”) will be required
to consent to accept the
Promissory Notes in lieu of
cash interest as specified
above and otherwise consent to
the treatment set forth herein;
provided that if the Company
and Consenting Noteholders
holding two-thirds of the
principal amount of Notes then
held by all Consenting
Noteholders (such required
threshold of Consenting
Noteholders, the “Low
Consenting Noteholder
Threshold”) agree to reduce the
minimum acceptance, the Minimum
Acceptance may be reduced.
	 
	 	 
	 
	Conditions Precedent to
Effectiveness of Tendered
Consents:

	 	     The effectiveness of any
consents tendered into the
Consent Solicitation shall be
conditioned upon the
satisfaction of the followings
conditions precedent by the
Outside Date:
	 
	 	 
	 

	 	1. The receipt of amendments
or waivers (in addition to
those expressly identified
herein) under any material
contracts or material
agreements and the taking of
corporate action by the Company
(and/or its parent or
subsidiaries), in each case,
necessary to effectuate the
transactions contemplated
herein.
	 
	 	 
	 

	 	2. The delivery by the Company
to PWP (defined below)








3









 









	 	 	 
	 

	 	and
Milbank (defined below)
of a
non-binding, preliminary term
sheet for a standalone
restructuring plan for the
Company and a preliminary
analysis of how such plan
should be implemented.
	 
	 	 
	 

	 	3. Execution of an agreement
(that is in form and substance
reasonably acceptable to
Consenting Noteholders) of the
lenders (the “First Lien
Lenders”) and agents (the
“First Lien Agents”) under the
First Lien Facility
substantially in the form
attached hereto as Exhibit A
	 
	 	 
	 

	 	4. Execution of an agreement
(that is in form and substance
reasonably acceptable to
Consenting Noteholders) of the
lenders (the “A/R Lenders”) and
agents (the “A/R Agents”) under
the Accounts Receivable
Facility in substantially the
form attached hereto as Exhibit B
	 
	 	 
	 

	 	5. The issuance of the
Promissory Notes, the issuance
of a supplemental indenture for
the Notes, the
execution/issuance of all
documentation related thereto
(including without any
limitation any security
agreements or the like and any
amendments to the intercreditor
agreement) and the filing of
all documents and the taking of
all actions necessary to
perfect the security interests
granted to the Promissory
Notes, shall have, in each
case, occurred.
	 
	 	 
	 

	 	6. From the date of execution
of the Consent Agreement
through the Outside Date, no
default, Event of Default or
acceleration shall have
occurred under the Notes, the
First Lien Facility and/or the
Accounts Receivable Facility.
	 
	 	 
	 

	 	7. The delivery to the
Consenting Noteholders of a
certificate from the Company’s
and ACG’s Holdings, Inc.’s
respective secretaries setting
forth and attesting to the
adoption by their respective
boards of directors of
resolutions authorizing the
entrance into the Consent
Agreement and the transactions
contemplated hereunder or
thereunder by each of the
Company and ACG.
	 
	 	 
	 

	 	Each condition precedent set
forth in paragraphs 1, 3, 4, 5,
6 and 7 above shall be deemed
satisfied upon its








4









 









	 	 	 
	 

	 	completion
or, in the sole discretion of
each of the Company and
Consenting Holders holding
two-thirds of the principal
amount of all Notes then
outstanding (such required
threshold of Consenting
Noteholders, the “High
Consenting Noteholder
Threshold”), may be waived by
the Outside Date. The
condition precedent set forth
in paragraph 2 shall be deemed
satisfied upon its completion
or, in the sole discretion of
each of the Company and all of
the Consenting Noteholders
(such required threshold of
Consenting Noteholders, the
“Unanimous Consenting
Noteholder Threshold”), may be
waived by the Outside Date.
All tendered consents shall be
void for all purposes if each
aforementioned condition
precedent to the Consent
Solicitation is neither
satisfied nor waived in
accordance with the preceding
two sentences.
	 
	 	 
	 
	Vertis Merger Agreement

	 	On the first business day
following the occurrence of the
Outside Date, the Company shall
request that Vertis, Inc.
(“Vertis”) modify its existing
confidentiality agreement with
the Company to allow the legal
and financial advisors to the
Consenting Noteholders
(together, the “Advisors”) to
be provided with (a) all drafts
of the proposed merger
agreement (and all agreements
and/or documents required to
consummate the merger including
without limitation all exhibits
to the merger agreement)
prepared by the Company and/or
Vertis on or after the Outside
Date and (b) full access to all
legal (subject to applicable
privileges), financial and
other due diligence items
provided (at any time,
including before the Outside
Date) to the Company and/or its
advisors by Vertis and/or its
advisors with respect to a
proposed merger and to allow
the Company to have discussions
with the Advisors with respect
to any proposed merger with
Vertis. The Company and its
advisors shall begin delivering
the materials specified in (a)
and (b) to the Advisors
promptly upon execution of the
amendment.
	 
	 	 
	 

	 	The parties agree that the
Company will not conduct
further merger negotiations
with Vertis unless (a) (1)
Vertis agrees to the foregoing
request and (2) the Company
consults regularly with the
Advisors with respect to any
proposed merger with Vertis
(and consults with the Advisors
prior to initiating its first
discussion with Vertis with
respect to the merger) or (b)
the Company determines, after
consultation with its counsel
and advisors, that continuing
such discussions are necessary
to fulfill fiduciary
obligations owed to the
Company’s stakeholders
(including its various








5









 









	 	 	 
	 

	 	creditors); provided, however,
that even in such case, the
Company shall continue, on a
commercially reasonable efforts
basis, to seek modification of
the confidentiality agreement
upon the terms set forth above.
	 
	 	 
	 

	 	For avoidance of doubt, nothing
herein shall be construed to
limit the right of any
Consenting Noteholder or
tendering Noteholder to object
to, oppose or otherwise take
action against any proposed
merger, consolidation, or other
such combination with Vertis or
any other third party.
	 
	 	 
	 

	 	Upon any breach of the
foregoing by the Company, the
tendering Noteholders shall be
entitled to exercise any and
all available remedies to the
maximum extent possible,
whether legal or equitable in
nature. The terms and
conditions set forth above with
respect to the “Vertis merger
agreement” shall survive the
consummation of the Consent
Solicitation and the
termination of the Consent
Agreement upon such
consummation.
	 
	 	 
	 
	Other:

	 	Except as expressly provided
herein, all documents required
to be executed to consummate
the Consent Solicitation or the
transactions contemplated
herein or therein shall be in
form and substance satisfactory
to the Consenting Noteholders
and the Company. For the
avoidance of any ambiguity, the
documents referred to in the
immediately preceding sentence
shall not include any documents
required to be executed in
connection with any possible
merger of the Company with
Vertis.
	 
	 	 
	 

	 	The definitive Consent
Solicitation documents shall
not require any holder of the
Notes or the Company to execute
any release of any nature
whatsoever.








6









 





EXHIBIT A

[DRAFT]




[FORM OF FIFTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT]




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT
(this “Fifth Amendment”) is made and entered into as of [November ___, 2007] among AMERICAN
COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns,
the “Borrower”), the Guarantor signatory hereto, the financial institutions identified on
the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA,
N.A., as Administrative Agent (in such capacity, the “Agent”).



RECITALS




     1. The Borrower, the Guarantor, the Lenders and the Agent are parties to that
certain Amended and Restated Credit Agreement, dated as of May 5, 2005, as amended by that certain
First Amendment to Amended and Restated Credit Agreement, dated as of September 26, 2006, as
further amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as
of March 30, 2007, as further amended by that certain Third Amendment to Amended and Restated
Credit Agreement, dated as of June 13, 2007, as further amended by that certain letter agreement
dated as of July 3, 2007, and as further amended by that certain Fourth Amendment to Amended and
Restated Credit Agreement, dated as of August 28, 2007 (as heretofore amended, the “Existing
Credit Agreement”).



     2. The Borrower has advised the Agent and the Lenders that the Borrower will be unable to
satisfy the requirements of (i) Section 7.01(a) of the Existing Credit Agreement, with respect to
delivery of an opinion by its certified public accountants not subject to a going concern
qualification, for the fiscal year ending March 31, 2007, and (ii) Section 8.11 of the Existing
Credit Agreement (the First Lien Leverage Ratio), with respect to the fiscal quarters ending
September 30, 2007 and December 31, 2007.



     3. The Borrower has further advised the Agent and the Lenders that it has reached an agreement
with certain holders of the Second Lien Notes pursuant to which the Borrower will solicit the
consent of the holders of at least 90% of the outstanding principal amount of the Second Lien Notes
(such holders being referred to herein as the “Consenting Noteholders”) by which such
Consenting Noteholders would (i) accept promissory notes (the “Second Lien Supplemental
Notes”), due March 15, 2008, in lieu of cash payment of scheduled interest due on December 15,
2007 under the Second Lien Notes, (ii) prospectively waive any default or event of default as a
result of the Borrower’s failure to pay in cash the interest due to the Consenting Noteholders on
December 15, 2007 under the Second Lien Notes, and (iii) cause the Second Lien Indenture to be
amended to allow the incurrence by the Borrower of an additional $5 million of secured
indebtedness.



     4. The Borrower has requested that the Lenders (i) provide a limited waiver of the Pending
Defaults (as hereinafter defined), (ii) continue to make available to the Borrower the



 









 




Loans and Letters of Credit, and (iii) amend the Existing Credit Agreement to increase the amount
of the Term Loans by $5 million.




     5. The Lenders are willing to provide a limited waiver of the Pending Defaults, continue to
make available the Loans and Letters of Credit to the Borrower, and increase the amount of the Term
Loan by $5 million, based upon and subject to the terms and conditions specified in this Fifth
Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:



PART 1




Definitions




     Section 1.1. Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Fifth Amendment have the following meanings:




     “Amended and Restated Second Lien Indenture” means that certain Amended and
Restated Indenture, dated as of November ___, 2007, among the Borrower, the Parent, and The
Bank of New York, as trustee, issued in connection with the Second Lien Supplemental Notes
and amending the Second Lien Indenture.




     “Amended Credit Agreement” means the Existing Credit Agreement as amended
hereby.




     “Consenting Noteholders” shall have the meaning ascribed to it in the Recitals
hereto.




     “Fifth Amendment Effective Date” shall mean, in accordance with Part 5 of this
Fifth Amendment, the date upon which the Borrower has satisfied in the determination of
the Agent and the Lenders (or satisfaction thereof has been waived by the Agent and the
Lenders) each of the conditions set forth in Part 5 of this Fifth Amendment.




     “Fifth Amendment Fee Letter” means the letter agreement, dated as of the Fifth
Amendment Effective Date, between the Borrower and the Agent.




     “Pending Defaults” means (A) the Borrower’s failure to satisfy the
requirements of (i) Section 7.01(a) of the Existing Credit Agreement, with respect to
delivery of an opinion by its certified public accountants not subject to a going concern
qualification, for the fiscal year ending March 31, 2007, and (ii) Section 8.11 of the
existing credit agreement (the first lien leverage ratio), with respect to the fiscal
quarters ending September 30, 2007 and December 31, 2007, and (B) any Default existing as a
result of the Borrower’s acknowledgements set forth in Section 2.1(c) of the Fifth
Amendment.




     “Second Lien Supplemental Notes” shall have the meaning ascribed to it in the
Recitals hereto.



2









 





     Section 1.2. Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Fifth Amendment have the meanings provided in the Amended
Credit Agreement.



PART 2




Limited Waiver and Reaffirmation




     Section 2.1. Limited Waiver. (a) The Loan Parties acknowledge that the Pending
Defaults will result from the Borrower’s failure to be able to comply with (i) the financial
covenant contained in Section 8.11 of the Existing Credit Agreement for the fiscal quarters ending
nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in Section
7.01(a) of the Existing Credit Agreement that the Borrower’s annual financial statements be
accompanied by the opinion of its certified public accountants not subject to a going concern
qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the
occurrence of) the Fifth Amendment Effective Date, the Lenders hereby waive the Pending Defaults
for the period from September 30, 2007 through and including February 15, 2008 (the “Waiver
Period”) for all purposes of the Existing Credit Agreement (including, without limitation,
Section 5.02(b) thereof). This limited waiver shall not modify or affect (i) the Borrower’s
obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as measured for
the fiscal quarters ending nearest September 30, 2007 and December 31, 2007, respectively, (ii) the
Borrower’s obligation to comply with the terms of Section 8.11 of the Amended Credit Agreement as
measured at the end of any fiscal quarter other than the ones ending nearest September 30, 2007 and
December 31, 2007, (iii) the Borrower’s obligation to comply with the terms of Section 7.01(a) of
the Amended Credit Agreement for the fiscal year ending nearest March 31, 2007, (iv) the Borrower’s
obligation to comply with the terms of Section 7.01(a) of the Amended Credit Agreement for any
fiscal year other than the one ending nearest March 31, 2007, or (iv) the Loan Parties’ obligation
to comply fully with any other duty, term, condition, obligation or covenant contained in the
Amended Credit Agreement or the other Loan Documents.



     (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to
constitute or imply a waiver of any rights or remedies which the Agent or any Lender may have under
the Amended Credit Agreement, any other Loan Document, or under applicable law; it being understood
that the Agent and the Lenders may not exercise their rights and remedies with respect to the
Pending Defaults during the Waiver Period as long as no other Default or Event of Default occurs or
exists. The limited waiver set forth herein shall be effective only in this specific instance for
the duration of the Waiver Period and shall not obligate the Lenders or the Agent to waive any
other Default or Event of Default, now existing or hereafter arising. This is a one-time waiver,
and the Agent and the Lenders shall have no obligation to extend the waiver or otherwise amend the
Amended Credit Agreement at the end of the Waiver Period. This limited waiver shall not establish
a custom or course of dealing or conduct between the Agent, any Lender, the Borrower or any other
Loan Party.



     (c) The Loan Parties acknowledge and agree that unless the Required Lenders further amend the
Amended Credit Agreement or otherwise agree in writing to continue this waiver beyond February 15,
2008, an Event of Default will exist under the Amended Credit Agreement as of February 15, 2008,
for which no grace period or cure period shall apply, and the Agent and the Lenders may pursue all
rights and remedies available to them under the



3









 




Amended Credit Agreement, the Loan Documents and applicable law. The Loan Parties further
acknowledge and agree that, to the extent any Defaults or Events of Default (other than the Pending
Defaults) now exist or hereafter arise during the Waiver Period, the Agent and the Lenders may
immediately pursue all rights and remedies available to them in respect thereof under the Amended
Credit Agreement, the other Loan Documents, and applicable law. The Agent hereby acknowledges
that, to the best of its knowledge as of the date hereof, before giving effect to the foregoing
limited waiver, there are no Defaults or Events of Default under the Existing Credit Agreement
other than the Pending Defaults.




     Section 2.2. Reaffirmation of Loan Party Obligations. Each Loan Party hereby ratifies
the Amended Credit Agreement and acknowledges and reaffirms (i) that it is bound by all terms of
the Amended Credit Agreement and (ii) that it is responsible for the observance and full
performance of the Obligations, including without limitation the repayment of the Term Loan (as
increased in amount pursuant to this Fifth Amendment) and the Revolving Loans, in accordance with
the terms of the Amended Credit Agreement. Without limiting the generality of the preceding
sentence, (i) the Parent as Guarantor restates and reaffirms that it guarantees the prompt payment
when due of all Obligations, including without limitation the Term Loan as increased in amount
pursuant to this Fifth Amendment, in accordance with, and pursuant to the terms of, Article
IV of the Amended Credit Agreement and (ii) each of the Loan Parties agrees that all references
in the Collateral Documents to the term “Secured Obligations” shall be deemed to include all of the
obligations of the Loan Parties to the Lenders and the Agent, whenever arising, under the Amended
Credit Agreement, the Collateral Documents or any of the other Loan Documents (including, but not
limited to, any interest, expenses and cost and charges that accrue after the commencement by or
against any Loan Party or any Affiliate thereof or any proceedings under any Debtor Relief Laws
naming such Person as the debtor in such proceeding). Each Loan Party further represents and
warrants to the Agent and the Lenders that none of the Loan Parties has any claims, counterclaims,
offsets, credits or defenses to the Loan Documents or the performance of their respective
obligations thereunder, or if any Loan Party has any such claims, counterclaims, offsets, creditors
or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are
hereby fully and irrevocably waived, relinquished and released in consideration of the execution
and delivery of this Fifth Amendment by the Agent and the Lenders.



PART 3




Amendments to Existing Credit Agreement




     Effective on (and subject to the occurrence of) the Fifth Amendment Effective Date,
the Existing Credit Agreement is hereby amended in accordance with this Part 3. Except as so
amended, the Existing Credit Agreement shall continue in full force and effect.



     Section 3.1. Deletion of Definition of “Total Liquidity Measurement Dates”. Section
1.01 of the Existing Credit Agreement is amended by deleting the definition of “Total Liquidity
Measurement Dates”.



     Section 3.2. Addition of New Definitions in Section 1.01. Section 1.01 of the
Existing Credit Agreement is amended by adding the following definitions in the appropriate
alphabetical order:



4









 






     “Amended and Restated Second Lien Indenture” means that certain
Amended and Restated Indenture, dated as of November ___, 2007, among the
Borrower, the Parent, and The Bank of New York, as trustee, issued in
connection with the Second Lien Supplemental Notes and amending the Second Lien
Indenture.




     “Fifth Amendment” means that certain Fifth Amendment to Amended
and Restated Credit Agreement and Temporary Waiver Agreement, dated as of
November ___, 2007, by and among the Borrower, the Parent, the Administrative
Agent and the Lenders.




     “Fifth Amendment Effective Date” means the date upon which each of
the conditions precedent to the effectiveness of the Fifth Amendment, as set
forth in Part 5 of the Fifth Amendment, have been satisfied according to the
terms thereof.




     “Second Lien Supplemental Notes” means the Borrower’s promissory
notes, issued to certain holders of the Second Lien Notes in lieu of the
regularly scheduled interest due December 15, 2007, in the aggregate principal
amount not to exceed $16,800,000, and with a maturity date of March 15, 2008.




     “Supplemental Term Loan Advance” has the meaning specified in
Section 2.01(b).



     Section 3.3. Amendment of Definition of “Aggregate Term Loan Commitments”. The
definition of “Aggregate Term Loan Commitments” in Section 1.01 of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:




     “Aggregate Term Loan Commitments” means the Term Loan Commitments
of all the Lenders. The amount of the Aggregate Term Loan Commitments in
effect and to be funded on the Closing Date is THIRTY-FIVE MILLION DOLLARS
($35,000,000) and the amount of the Aggregate Term Loan Commitments in effect
and to be funded on the Fifth Amendment Effective Date is an additional FIVE
MILLION DOLLARS ($5,000,000).



     Section 3.4. Amendment of Definition of “Eligible Assignee”. The definition of
“Eligible Assignee” in Section 1.01 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:




     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a
Lender; (c) an Approved Fund; and (d) any other Person (other than a natural
person) approved by (i) the Administrative Agent and (ii) with respect to
Revolving Loans only, the L/C Issuer in its sole discretion; provided,
that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.



     Section 3.5. Amendment of Definition of “Interest Period”. The definition of
“Interest Period” in Section 1.01 of the Existing Credit Agreement is hereby amended by (i)



5









 




striking the word “and” at the end of clause (b), (ii) replacing the period at the end of
clause (c) with a semi-colon and adding the word “and” after the semi-colon, and (iii) adding the
following new clause “(d)”:





     (d) from and after the Fifth Amendment Effective Date, the Borrower may
not select any Interest Period in its Loan Notice which is longer than one
month.



     Section 3.6. Amendment of Definition of “Second Lien Indenture”. The definition of
“Second Lien Indenture” in Section 1.01 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:




     “Second Lien Indenture” means that certain Indenture, dated as of
July 3, 2003, among the Borrower, the Parent and The Bank of New York, as
trustee, as amended by the Amended and Restated Second Lien Indenture.



     Section 3.7. Amendment of Definition of “Term Loan”. The definition of “Term Loan”
in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as
follows:




     “Term Loan” has the meaning specified in Section 2.01(b).
For the avoidance of doubt, it is understood and agreed that the Term Loan
consists of (i) the initial $35,000,000 term loan advance made by the Lenders
on the Closing Date and (ii) the Supplemental Term Loan Advance made by the
Lenders on the Fifth Amendment Effective Date.



     Section 3.8. Amendment of Definition of “Term Loan Commitment.” The definition of
“Term Loan Commitment” in Section 1.01 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:




     “Term Loan Commitment” means, collectively as to each Lender, (i)
its obligation to make its portion of the initial Term Loan advance of
$35,000,000 to the Borrower pursuant to Section 2.01(b), in the principal
amount set forth opposite such Lender’s name on Schedule 2.01, and (ii)
its obligation to make its portion of the Supplemental Term Loan Advance to the
Borrower pursuant to Section 2.01(b), in the principal amount set forth
opposite such Lender’s name on Schedule 2.01.



     Section 3.9. Amendment of Definition of “Total Liquidity”. The definition of “Total
Liquidity” in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to
read as follows:




     “Total Liquidity” means the sum of (i) the aggregate amount of all
cash and Cash Equivalents of the Loan Parties and all cash and Cash Equivalents
of Finco which are available for distribution to the Borrower, (ii) the
Aggregate Revolving Commitments minus the Total Revolving Outstandings, (iii)
the amount of Finco’s Availability (as defined in that certain Credit
Agreement, dated as of September 26, 2006, by and among Finco, the Receivables
Financier, and Bank of America, N.A. as agent for the



6









 





Receivables Financier, as such agreement may be modified or supplemented
from time to time), and (iv) the amount of additional Availability that would
be created under such Credit Agreement, as of any date of determination, if the
Borrower were to transfer all additional qualifying receivables to Finco
pursuant to the terms and conditions of that certain Contribution and Sale
Agreement, dated as of September 26, 2006, between the Borrower and Finco (as
amended from time to time). For purposes of this definition, cash and Cash
Equivalents of the Loan Parties and Finco shall include (without duplication)
all deposits which have been made into lockboxes of the Loan Parties and Finco
in the ordinary course of business but which have not cleared or been released.



     Section 3.10. Amendment of Section 2.01(b). Section 2.01(b) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     (b) Term Loan. On the Closing Date, the Lenders advanced a term
loan to the Borrower in an aggregate principal amount of THIRTY-FIVE MILLION
DOLLARS ($35,000,000), and such term loan remained outstanding in this
principal amount immediately prior to the Fifth Amendment Effective Date. On
the Fifth Amendment Effective Date, the Lenders will make an additional term
loan advance to the Borrower in the aggregate principal amount of FIVE MILLION
DOLLARS ($5,000,000) (the “Supplemental Term Loan Advance”), such that
after giving effect thereto, the aggregate principal amount of the term loan
outstanding on and after the Fifth Amendment Effective Date will be FORTY
MILLION DOLLARS ($40,000,000) (collectively, the “Term Loan”). On the
Fifth Amendment Effective Date, each Lender severally agrees to make its
portion of the Supplemental Term Loan Advance to the Borrower, in an amount not
to exceed such Lender’s applicable percentage of the Supplemental Term Loan
Advance, as indicated on Schedule 2.01, multiplied by $5,000,000.
Amounts repaid on the Term Loan may not be reborrowed. The Term Loan may
consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.



     Section 3.11. Amendment of Section 2.04(c)(ii). Section 2.04(c)(ii) of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:




     (ii)(A) in the case of any such prepayment during the period beginning on
the date that is 181 days after the Amendment No. 1 Effective Date and ending
on September 26, 2007, the principal amount of such prepayment multiplied by
3%, (B) in the case of any such prepayment made during the period beginning on
September 27, 2007 and ending on June 30, 2008, the principal amount of such
prepayment multiplied by 2%, (C) in the case of any such prepayment made during
the period beginning on July 1, 2008 and ending on September 26, 2008, the
principal amount of such prepayment multiplied by 1%, and (D) no such
compensation, in the case of any such prepayment made on or after September 27,
2008.



7









 





     Section 3.12. Amendment of Section 2.05(b)(ii). Section 2.05(b)(ii) of the Existing
Credit Agreement is hereby amended in its entirety by revising clause (ii) thereof to read as
follows:




     (ii) The Aggregate Term Loan Commitments automatically shall be
permanently reduced by $35,000,000 on the Closing Date upon the initial funding
of the Term Loan, and the Aggregate Term Loan Commitments in respect of the
Supplemental Term Loan Advance automatically shall be permanently reduced on
the Fifth Amendment Effective Date upon the funding of the Supplemental Term
Loan Advance.



     Section 3.13. Amendment of Section 2.05(c)(ii). Section 2.05(c)(ii) of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:




     (ii)(A) the Reduction Amount multiplied by 3%, in the case of any such
reduction occurring during the period beginning on the date that is 181 days
after the Amendment No. 1 Effective Date and ending on September 26, 2007, (B)
the Reduction Amount multiplied by 2%, in the case of any such reduction made
during the period beginning on September 27, 2007 and ending on June 30, 2008,
(C) the Reduction Amount multiplied by 1%, in the case of any such reduction
occurring during the period beginning on July 1, 2008 and ending on September
26, 2008, and (D) no such compensation, in the case of any such commitment
reduction made on or after September 27, 2008.



     Section 3.14. Amendment of Section 2.06. Section 2.06 of the Existing Credit Agreement
is hereby amended in its entirety to read as follows:




     (a) Revolving Loans. On the Maturity Date, the Borrower shall
repay the aggregate principal amount of all Revolving Loans outstanding on such
date.




     (b) Term Loan. The Borrower shall repay the outstanding principal
amount of the Term Loan in two installments as follows: (i) on February 15,
2008, the Borrower shall repay $5,000,000 of the Term Loan, to be shared
ratably by the Lenders in proportion to the aggregate amount of the
Supplemental Term Loan Advance made by each Lender; and (ii) on the Maturity
Date, the Borrower shall repay the remaining aggregate principal amount of the
Term Loan outstanding on such date.



     Section 3.15. Amendment of Section 6.05(e). Section 6.05(e) of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:




     (e) Since March 30, 2007, except as and to the extent disclosed by the
Borrower in reports filed with the SEC prior to November ___, 2007, there has
been no event or circumstance, either individually or in the aggregate, that
has had or would reasonably be expected to have a Material Adverse Effect.



8









 





     Section 3.16. Amendment of Section 7.02(l). Section 7.02(l) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     (l) Within two (2) Business Days after the Friday of each week, deliver to
the Administrative Agent a certificate, in form, detail, and substance
reasonably satisfactory to the Administrative Agent, signed by the chief
financial officer or the vice president and assistant treasurer of the
Borrower, calculating the Total Liquidity as of such preceding Friday.



     Section 3.17. Amendment of Section 7.10. Section 7.10 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     7.10 Inspection Rights.




     Permit representatives and independent contractors of the Administrative
Agent or the Lenders to visit and inspect any of its Properties, to examine its
corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and (so long as an officer of the Borrower is given an
opportunity to be present) independent public accountants, all at the expense
of the Borrower and at such reasonable times during normal business hours and
as often as may be reasonably desired, upon at least two Business Days advance
notice to the Borrower.



     Section 3.18. Amendment of Section 8.01. Section 8.01 of the Existing Credit
Agreement is hereby amended by deleting the word “and” at the end of clause (r), replacing the
period at the end of clause (s) with a semi-colon and the word “and”, and adding a new clause (t)
which reads as follows:




     (t) Liens securing Indebtedness evidenced by the Second Lien Supplemental
Notes and the Second Lien Indenture, provided that such Liens are
subordinated to the Liens in favor of the Administrative Agent (securing the
Obligations) pursuant to the terms of the Intercreditor Agreement.



     Section 3.19. Amendment of Section 8.03. Section 8.03 of the Existing Credit
Agreement is hereby amended by deleting the word “and” at the end of clause (i), replacing the
period at the end of clause (j) with a semi-colon and the word “and”, and adding new clauses (k)
and (l) which read as follows:




     (k) Indebtedness of the Borrower under the Second Lien Supplemental Notes;
and




     (l) without duplication, Indebtedness of the Parent in respect of its
Guarantees of the Second Lien Notes and the Second Lien Supplemental Notes.



     Section 3.20. Amendment of Section 8.13(a). Section 8.13(a) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:



9









 






     (a) Amend or modify any of the terms of any Indebtedness of any of the
Loan Parties (other than Indebtedness under the Loan Documents) if such
amendment or modification would add or change any terms in a manner adverse to
the Loan Parties or the Lenders, or shorten the final maturity or average life
to maturity or require any payment to be made sooner than originally scheduled
or increase the interest rate applicable thereto; provided, it being
understood and agreed that the Borrower’s issuance of the Second Lien
Supplemental Notes is not prohibited by this Section 8.13(a).



     Section 3.21. Amendment of Section 8.15(b). Section 8.15(b) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     (b) Permit the Parent to (i) hold any assets or have any liabilities
other than (A) the Capital Stock of the Borrower, (B) the liabilities under the
Loan Documents and its Guarantee of the Borrower’s obligations under the Second
Lien Indenture, (C) tax liabilities in the ordinary course of business, (D)
corporate, administrative and operating expenses in the ordinary course of
business or (E) intercompany payables and receivables in connection with the
Tax Sharing Agreement and employee stock compensation plans or (ii) engage in
any business other than (A) owning the Capital Stock of the Borrower and
activities incidental or related thereto, (B) acting as a Guarantor hereunder
and pledging its assets to the Administrative Agent, for the benefit of the
Lenders, pursuant to the Collateral Documents to which it is a party and (C)
Guaranteeing the Borrower’s obligations under the Second Lien Indenture and
pledging its assets to the trustee thereunder, for the benefit of the holders
of the Second Lien Notes and the Second Lien Supplemental Notes.



     Section 3.22. Amendment to Section 8.22. Section 8.22 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     8.22 Minimum Total Liquidity. Permit the Total Liquidity as of the
close of business on Friday of each week (or if any Friday is not a Business
Day, on the immediately preceding Thursday) to be less than $4,000,000.



     Section 3.23. Amendment of Section 11.04(a). Section 11.04(a) of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:




     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses



10









 





incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder, (iii) all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the
L/C Issuer), in connection with the enforcement or protection of its rights (A)
in connection with any of the Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit, and (iv) without limiting the generality of the foregoing, all
reasonable fees and expenses of any financial advisory or accounting firm
retained by the Administrative Agent, at the direction of the Required Lenders,
in connection with the review, analysis, appraisal, valuation or restructuring
of the Loan Parties or their respective Properties. The Borrower’s obligation
to pay all such costs, expenses and charges includes, without limitation, any
such costs, expenses and charges that accrue after the commencement by or
against any Loan Party or any Affiliate thereof of any proceedings under any
Debtor Relief Laws naming such Person as the debtor in such proceedings.



     Section 3.24. Amendment of Schedule 2.01. Schedule 2.01 of the Existing Credit
Agreement is hereby replaced with a new Schedule 2.01 in the form and content attached hereto as
Exhibit “A”. 



PART 4




Representations and Warranties




     Each of the Loan Parties represents and warrants to the Agent and the Lenders that,
as of the Fifth Amendment Effective Date:



     Section 4.1. Authority. Each Loan Party has all the necessary corporate power to
make, execute, deliver, and perform this Fifth Amendment, has taken all necessary corporate action
to authorize the execution, delivery and performance of this Fifth Amendment and has duly executed
and delivered this Fifth Amendment. This Fifth Amendment and the Amended Credit Agreement
constitute the legal, valid and binding obligations of each of the Loan Parties, enforceable
against each of them in accordance with its terms except as such enforceability may be subject to
(a) applicable Debtor Relief Laws and (b) general principles of equity.



     Section 4.2. No Legal Obstacle to Agreement. Neither the execution of this Fifth
Amendment, the making by the Borrower of any borrowings under the Amended Credit Agreement, nor the
performance of the Amended Credit Agreement has constituted or resulted in or will constitute or
result in a breach of the provisions of any contract to which any Loan Party is a party, or the
violation of any law, judgment, decree or governmental order, rule or regulation applicable to any
Loan Party, or result in the creation under any agreement or instrument of any security interest,
lien, charge, or encumbrance upon any of the assets of any Loan Party. No approval or
authorization of any governmental authority is required to permit the execution, delivery or
performance by any Loan Party of this Fifth Amendment, the



11









 




Amended Credit Agreement, or the transactions contemplated hereby or thereby, or the making of
any borrowings by the Borrower under the Amended Credit Agreement.




     Section 4.3. Incorporation of Certain Representations. The representations and
warranties set forth in Article VI of the Amended Credit Agreement are true and correct in all
material respects on and as of the Fifth Amendment Effective Date as though made on and as of the
date hereof, except for any representations and warranties that expressly relate solely to an
earlier date, which representations and warranties were true and accurate in all material respects
on and as of such earlier date.



     Section 4.4. Default. No Default or Event of Default has occurred and is continuing
under the Amended Credit Agreement (other than the Pending Defaults).



PART 5




Conditions to Effectiveness




     This Fifth Amendment shall be and become effective as of the Fifth Amendment
Effective Date provided that each of the conditions set forth in this Part 5 shall have been
satisfied in the determination of the Agent and the Lenders (or satisfaction thereof has been
waived by the Agent and the Lenders) on or before November 14, 2007. If the Borrower fails to
satisfy each of the conditions set forth in this Part 5 prior to 5:00 p.m. (Eastern time) on
November 14, 2007, then, at the option of the Agent and the Required Lenders, upon notice to the
Borrower, this Fifth Amendment shall be null and void.



     Section 5.1. Counterparts of Amendment. The Agent shall have received counterparts
(or other evidence of execution, including telephonic message, satisfactory to the Agent) of this
Fifth Amendment, which collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantor, the Lenders and the Agent.



     Section 5.2. Corporate Action. The Borrower shall have delivered to the Agent
certified copies of all necessary corporate action taken by each Loan Party approving this Fifth
Amendment, and each of the documents executed and delivered in connection herewith or therewith
(including, without limitation, a certificate setting forth the resolutions of the board of
directors of each Loan Party authorizing the amendments to the Existing Credit Agreement herein
provided for and the execution, delivery and performance of this Fifth Amendment). The Agent shall
have received a certificate, signed by the Secretary or an Assistant Secretary of each Loan Party,
dated as of the date hereof, as to the incumbency of the person or persons authorized to execute
and deliver this Fifth Amendment and any instrument or agreement required hereunder on behalf of
each Loan Party, as applicable.



     Section 5.3. Second Lien Amendment Documents. The Borrower shall have provided the
Agent with (a) a certified copy of the fully executed Amended and Restated Second Lien Indenture,
increasing the amount of secured indebtedness which may be incurred by the Borrower under the
Amended Credit Agreement by at least $5,000,000 and otherwise consistent with the terms of this
Fifth Amendment, such Amended and Restated Second Lien Indenture being in form and substance
reasonably acceptable to the Agent, (b) a certified copy



12









 




of the fully executed Second Lien Supplemental Notes, in form and substance reasonably
acceptable to the Agent, and (c) all other documents, instruments, and filings executed by the
Borrower or the Parent related thereto, each in form and substance reasonably satisfactory to the
Agent. The effectiveness of the Amended and Restated Second Lien Indenture and the Second Lien
Supplemental Notes, and each of the other documents, instruments and agreements executed by the
Borrower related thereto, shall not be subject to any conditions precedent which remain
unsatisfied, other than the effectiveness of this Fifth Amendment.




     Section 5.4. Consenting Noteholders’ Waiver and Consent. The Borrower shall have
provided the Agent with a certified copy of each of the Borrower’s agreements with the Consenting
Noteholders, reasonably acceptable in form and substance to the Agent, pursuant to which inter alia
holders of Second Lien Notes comprising at least 90% of the principal amount of all outstanding
Second Lien Notes have agreed to waive any default or event of default under the Second Lien Notes
and the Second Lien Indenture (the “Second Lien Note Waiver”) associated with the
Borrower’s issuance of the Second Lien Supplemental Notes in lieu of cash payment to the Consenting
Noteholders with respect to interest due on December 15, 2007 under the Second Lien Notes. The
effectiveness of such agreements, including without limitation the Second Lien Note Waiver, shall
not be subject to any conditions precedent which remain unsatisfied, other than the effectiveness
of this Fifth Amendment.



     Section 5.5. Officer’s Certificate. The Agent shall have received a certificate
executed by the chief executive officer or the chief financial officer of the Borrower, as of the
Fifth Amendment Effective Date, in form and substance satisfactory to the Agent, stating that the
Borrower’s Obligations with respect to the Revolving Loans and the Term Loan, as increased in
aggregate amount in accordance with this Fifth Amendment, constitute (i) “Senior Lender Claims”
under and as defined in the Intercreditor Agreement and (ii) “First Priority Lien Obligations”
under and as defined in the Second Lien Indenture and the Amended and Restated Second Lien
Indenture.



     Section 5.6. Trustee’s Acknowledgement. The Agent shall have received an
acknowledgement, executed by the trustee under the Second Lien Indenture, in form and substance
reasonably acceptable to the Agent, stating that (A) the Loans under the Amended Credit Agreement
in the aggregate principal amount of $95 million, after giving effect to the increase in the Term
Loan contemplated by this Fifth Amendment, constitute (i) “Senior Lender Claims” within the meaning
of the Intercreditor Agreement and (ii) “First Priority Lien Obligations” within the meaning of the
Second Lien Indenture and the Amended and Restated Second Lien Indenture; (B) the Borrower’s
Indebtedness under the Second Lien Supplemental Notes and the Amended and Restated Second Lien
Indenture constitutes Noteholder Claims within the meaning of the Intercreditor Agreement; and (C)
after giving effect to the Fifth Amendment and the Second Lien Note Waiver, to the best of its
knowledge, no default or event of default exists under the Second Lien Notes, the Second Lien
Supplemental Notes, the Second Lien Indenture or the Amended and Restated Second Lien Indenture as
of the Fifth Amendment Effective Date.



     Section 5.7. Amendment Fee. The Borrower shall have paid to the Agent an amendment
fee, for the account of each Lender, based upon each Lender’s Commitment, in such amount as set
forth in the Fifth Amendment Fee Letter.



13









 





     Section 5.8. Upfront Fee. The Borrower shall have paid to the Agent an upfront fee,
for the account of each Lender, in respect of each Lender’s Commitment to make its ratable share of
the Supplemental Term Loan, in such amount as set forth in the Fifth Amendment Fee Letter.



     Section 5.9. Out-of-Pocket Costs. The Borrower shall have paid any and all
reasonable out-of-pocket costs (to the extent invoiced) incurred by the Agent or Banc of America
Securities LLC (including the reasonable fees and expenses of the Agent’s legal counsel), and all
other fees and amounts payable to the Agent or Banc of America Securities, LLC in connection with
this Fifth Amendment.



     Section 5.10. Legal Opinion. The Agent shall have received a favorable legal opinion,
addressed to the Agent, from the Borrower’s legal counsel, reasonably acceptable to the Agent in
form and substance, opining, among other matters, that (i) the Loan Parties’ entry into and
performance of this Fifth Amendment and the Amended Credit Agreement does not contravene the
obligations, covenants, or restrictions applicable to the Loan Parties under the Second Lien
Indenture or any other material agreement of the Loan Parties, and (ii) the Loan Parties’ execution
and delivery of this Fifth Amendment has been duly authorized by all necessary corporate action.



     Section 5.11. Restructuring Plan. The Borrower shall have provided to the Agent a
non-binding preliminary term sheet for a stand-alone restructuring plan for the Borrower, and a
preliminary analysis of how the Borrower would propose to implement such plan. Such term sheet
shall be substantially identical to the term sheet for a stand-alone restructuring provided to the
Consenting Noteholders.



     Section 5.12. Liquidity Forecast. The Borrower shall have provided to the Agent its
updated weekly liquidity forecast through February 14, 2008.



PART 6




Miscellaneous




     Section 6.1. First Priority Lien Obligations. The Borrower represents and warrants
that all of the Loans under the Amended Credit Agreement, including without limitation the Term
Loans as increased in amount pursuant to the terms of this Fifth Amendment, constitute “First
Priority Lien Obligations” within the meaning of the Second Lien Indenture and the Amended and
Restated Second Lien Indenture, and constitute “Senior Lender Claims” within the meaning of the
Intercreditor Agreement. For the avoidance of doubt, the Borrower hereby designates all of the
Loans outstanding under the Amended Credit Agreement, including without limitation the Term Loan as
increased in amount pursuant to the terms of this Fifth Amendment, (i) as “First Priority Lien
Obligations” within the meaning of the Second Lien Indenture and the Amended and Restated Second
Lien Indenture, and (ii) as “Senior Lender Claims” within the meaning of the Intercreditor
Agreement.



     Section 6.2. Instrument Pursuant to Existing Credit Agreement. This Fifth Amendment
is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with the terms
and provisions of the Existing Credit Agreement.



14









 





     Section 6.3. Effect. Except as expressly herein amended, the terms and conditions of
the Existing Credit Agreement shall remain in full force and effect without amendment or
modification, express or implied. The entering into this Fifth Amendment by the Lenders shall not
be construed or interpreted as an agreement by the Lenders to enter into any future amendment or
modification of the Amended Credit Agreement or any of the other Loan Documents.



     Section 6.4. References in Other Loan Documents. At such time as this Fifth
Amendment shall become effective pursuant to the terms of Part 5 hereof, all references in
the Existing Loan Documents to the “Credit Agreement” and/or “First Lien Credit Agreement” shall be
deemed to refer to the Credit Agreement as amended by this Fifth Amendment.



     Section 6.5. Counterparts. This Fifth Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument. Any signature delivered or
transmitted by a party by facsimile transmission shall be deemed to be an original signature
hereto.



     Section 6.6. Integration. This Fifth Amendment, together with the Loan Documents,
contains the entire and exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Fifth Amendment supersedes all prior drafts and communications
with respect thereto. This Fifth Amendment may not be amended except in writing.



     Section 6.7. Further Assurances. The Borrower agrees to take such further actions as
the Agent shall reasonably request from time to time in connection herewith to evidence or give
effect to the amendments set forth herein or any of the transactions contemplated hereby.



     Section 6.8. Governing Law. THIS FIFTH AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF
LAWS PRINCIPLES.



     Section 6.9. Successors and Assigns. This Fifth Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.



     Section 6.10. Costs, Expenses. The Borrower agrees to pay on demand any and all
reasonable costs and expenses of the Agent or Banc of America Securities LLC and all other fees and
other amounts payable to the Agent or Banc of America Securities LLC (including, without
limitation, the reasonable fees and expenses of counsel to the Agent) in accordance with the terms
of Section 11.04 of the Existing Credit Agreement in connection with this Fifth Amendment.



[Remainder of this page intentionally left blank.]






15









 








     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed
and delivered as of the date first written above.



	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ACG HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,



as L/C Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 

















 





EXHIBIT B




[DRAFT]




[FORM OF AMENDMENT AND TEMPORARY WAIVER AGREEMENT]




     THIS AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”), is made and entered
into as of November [___], 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation
(together with any permitted successors and assigns, “ACG”), AMERICAN COLOR GRAPHICS
FINANCE, LLC, a Delaware limited liability company (together with any permitted successors and
assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), the financial
institutions identified on the signature pages hereof as Lenders (collectively, the
“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
“Administrative Agent”) and collateral agent (in such capacity, “Collateral
Agent”).



RECITALS




     1. ACG Finance, the Administrative Agent, the Collateral Agent and the Lenders are
parties to that certain Credit Agreement, dated as of September 26, 2006, as amended by that
certain Omnibus Amendment of Loan Documents, dated as of June 13, 2007 (the “Omnibus
Amendment”) (as amended prior to the date hereof, the “Existing Credit Agreement”);
ACG Finance, ACG, in its capacity as servicer (in such capacity, the “Servicer”) and the
Administrative Agent are parties to that certain Servicing Agreement, dated as of September 26,
2006, as amended by that certain First Amendment to Servicing Agreement, dated as of March 30,
2007, as further amended by the Omnibus Amendment, and as further amended by that certain letter
amendment dated July 3, 2007 (as amended prior to the date hereof, the “Existing Servicing
Agreement”); and ACG Finance and ACG are parties to that certain Contribution and Sale
Agreement, dated as of September 26, 2006 (the “Existing Contribution Agreement”).



     2. The ACG Parties have advised the Administrative Agent and the Lenders that they will be
unable to satisfy the requirements of (i) Section 5.01(a) of the Existing Credit Agreement, Section
3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution
Agreement, with respect to delivery of an opinion by its certified public accountants not subject
to a going concern qualification, for the fiscal year ending March 31, 2007, and (ii) Section 5.3
of the Existing Servicing Agreement, with respect to the fiscal quarters ending September 30, 2007
and December 31, 2007.



     3. ACG has further advised the Administrative Agent and the Lenders that it has reached an
agreement with certain holders of the Second Lien Notes (as hereinafter defined) pursuant to which
ACG will solicit the consent of the holders of at least 90% of the outstanding principal amount of
the Second Lien Notes (such holders being referred to herein as the “Consenting
Noteholders”) by which such Consenting Noteholders would (i) accept promissory notes (the
“Second Lien Supplemental Notes”), due March 15, 2008, in lieu of cash payment of scheduled
interest due on December 15, 2007 under the Second Lien Notes, (ii) prospectively



 









 




waive any default or event of default as a result of ACG’s failure to pay in cash the interest due
to the Consenting Noteholders on December 15, 2007 under the Second Lien Notes, and (iii) cause the
Second Lien Indenture to be amended to allow the incurrence by ACG of an additional $5 million of
secured indebtedness.




     4. ACG Finance and ACG have requested that the Lenders (i) provide a limited waiver of the
Pending Defaults (as hereinafter defined), and (ii) continue to make available to ACG Finance the
Loans.



     5. The Lenders and the Administrative Agent are willing to provide a limited waiver of the
Pending Defaults and continue to make available the Loans to ACG Finance, based upon and subject to
the terms and conditions specified in this Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:



ARTICLE I




Definitions




     Section 1.1 Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment have the following meanings:




     “Amended and Restated Indenture” means that certain Amended and Restated
Indenture, dated as of November [___], 2007, among ACG, ACG Holdings, Inc. and The Bank of
New York, as trustee, issued in connection with the Second Lien Supplemental Notes and
amending the Second Lien Indenture.




     “Amended Contribution Agreement” means the Existing Contribution Agreement as
amended hereby.




     “Amended Credit Agreement” means the Existing Credit Agreement as amended
hereby.




     “Amended Servicing Agreement” means the Existing Servicing Agreement as amended
hereby.




     “Amendment Effective Date” shall mean, in accordance with Article V of this
Amendment, the date upon which ACG and ACG Finance have satisfied in the determination of
the Administrative Agent and the Lenders (or satisfaction thereof has been waived by the
Administrative Agent and the Lenders) each of the conditions set forth in Article V of this
Amendment.




     “Consenting Noteholders” shall have the meaning ascribed to it in the Recitals
hereto.




     “Pending Defaults” means (A) ACG Finance’s and ACG’s failure to satisfy the
requirements of (i) Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of



 









 





the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution
Agreement, with respect to delivery of an opinion by its certified public accountants not
subject to a going concern qualification, for the fiscal year ending March 31, 2007, and
(ii) Section 5.3 of the Existing Servicing Agreement, with respect to the fiscal quarters
ending September 30, 2007 and December 31, 2007, and (B) any Default existing as a result of
ACG Finance’s and ACG’s acknowledgements set forth in Section 2.1(c) of the Amendment.




     “Second Lien Indenture” means that certain Indenture, dated as of July 3, 2003,
among ACG, ACG Holdings, Inc. and The Bank of New York, as trustee, as amended by the
Amended and Restated Indenture.




     “Second Lien Notes” shall means ACG’s 10% Senior Second Secured Notes due 2010
issued pursuant to the Second Lien Indenture.




     “Second Lien Supplemental Notes” shall have the meaning ascribed to it in the
Recitals hereto.



     Section 1.2. Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment have the meanings provided in the Amended Credit
Agreement.



ARTICLE II




Limited Waiver and Reaffirmation




     Section 2.1 Limited Waiver. (a) The ACG Parties acknowledge that the Pending
Defaults will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the
financial covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal
quarters ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the
requirement in Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing
Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual
financial statements be accompanied by the opinion of its certified public accountants not subject
to a going concern qualification, for the fiscal year ending March 31, 2007. Effective on (and
subject to the occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending
Defaults for the period from September 30, 2007 through and including February 15, 2008 (the
“Waiver Period”) for all purposes of the Existing Credit Agreement (including, without
limitation, Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan
Documents. This limited waiver shall not modify or affect (i) ACG’s obligation to comply with the
terms of Section 5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending
nearest September 30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply
with the terms of Section 5.3 of the Amended Servicing Agreement as measured at the end of any
fiscal quarter other than the ones ending nearest September 30, 2007 and December 31, 2007, (iii)
the ACG Parties’ obligation to comply with the terms of Section 5.01(a) of the Existing Credit
Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing
Contribution Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’
obligation to comply with the terms of Section 5.01(a) of



 









 




the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing Agreement and Section
5.1(j)(i) of the Existing Contribution Agreement for any fiscal year other than the one ending
nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty,
term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended
Servicing Agreement or the other Loan Documents.




     (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to
constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender
may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan
Document, or under applicable law; it being understood that the Administrative Agent and the
Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the
Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists.
The limited waiver set forth herein shall be effective only in this specific instance for the
duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to
waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising.
This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to
extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing
Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or
course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any
other ACG Party.



     (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the
Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or
otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default
and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing
Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the
Administrative Agent and the Lenders may pursue all rights and remedies available to them under the
Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable
law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults,
Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during
the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and
remedies available to them in respect thereof under the Amended Credit Agreement, the Amended
Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby
acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the
foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the
Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.



     Section 2.2 Reaffirmation of ACG Party Obligations. Each ACG Party hereby ratifies
the Amended Credit Agreement and the Amended Servicing Agreement and acknowledges and reaffirms (i)
that it is bound by all terms of the Amended Credit Agreement and the Amended Servicing Agreement
and (ii) that it is responsible for the observance and full performance of the Obligations,
including without limitation the repayment of the Loans, in accordance with the terms of the
Amended Credit Agreement. Each ACG Party further represents and warrants to the Administrative
Agent and the Lenders that none of the ACG Parties has any claims, counterclaims, offsets, credits
or defenses to the Loan Documents or the performance of their respective obligations thereunder, or
if any ACG Party has any such claims, counterclaims,



 









 




offsets, creditors or defenses to the Loan Documents or any transaction related to the Loan
Documents, the same are hereby fully and irrevocably waived, relinquished and released in
consideration of the execution and delivery of this Amendment by the Administrative Agent and the
Lenders.




ARTICLE III




Amendments to Loan Documents




Part 1: Amendment to Existing Servicing Agreement




     Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing
Servicing Agreement is hereby amended in accordance with this Article III. Except as so amended,
the Existing Servicing Agreement shall continue in full force and effect.



     Section 3.1 Deletion of Definition of “Total Liquidity Measurement Dates”. Section
1.1 of the Existing Servicing Agreement is amended by deleting the definition of “Total Liquidity
Measurement Dates”.



     Section 3.2 Amendment of Definition of “Total Liquidity”. The definition of “Total
Liquidity” in Section 1.1 of the Existing Servicing Agreement is hereby amended in its entirety to
read as follows:




     “Total Liquidity” means the sum of (i) the aggregate amount of all
cash and Cash Equivalents (as defined in the ACG Senior Facility) of the Loan
Parties (as defined in the ACG Senior Facility) under the ACG Senior Facility and
all cash and Cash Equivalents of ACG Finance which are available for distribution
to the Parent, (ii) the Aggregate Revolving Commitments (as defined in the ACG
Senior Facility) minus the Total Revolving Outstandings (as defined in the ACG
Senior Facility), (iii) the amount of ACG Finance’s Availability, and (iv) the
amount of additional Availability that would be created under the Credit
Agreement (as amended from time to time), as of any date of determination, if the
Seller were to transfer all additional qualifying receivables to ACG Finance
pursuant to the terms and conditions of the Contribution Agreement (as amended
from time to time). For purposes of this definition, cash and Cash Equivalents
of the Loan Parties (as defined in the ACG Senior Facility) and ACG Finance shall
include (without duplication) all deposits which have been made into lockboxes of
the Loan Parties (as defined in the ACG Senior Facility) and Borrower in the
ordinary course of business but which have not cleared or been released.



     Section 3.3 Amendment of Section 3.3(f) of the Servicing Agreement. Section 3.3(f) of
the Existing Servicing Agreement is hereby amended in its entirety to read as follows:




     (f) Within two (2) Business Days after the Friday of each week, deliver to
the Administrative Agent a certificate, in form, detail, and substance reasonably
satisfactory to the Administrative Agent, signed by the chief



 









 





financial officer or the vice president and assistant treasurer of the
Servicer, calculating the Total Liquidity as of such preceding Friday.



     Section 3.4 Amendment to Section 5.4 of the Servicing Agreement. Section 5.4 of the
Existing Servicing Agreement is hereby amended in its entirety to read as follows:




     5.4 Minimum Total Liquidity. Permit the Total Liquidity as of the
close of business on Friday of each week (or if any Friday is not a Business Day,
on the immediately preceding Thursday) to be less than $4,000,000.



Part 2: Amendment to Existing Credit Agreement




     Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing
Credit Agreement is hereby amended in accordance with this Article III. Except as so amended, the
Existing Credit Agreement shall continue in full force and effect.



     Section 3.5. Amendment to Section 2.16 of the Credit Agreement. Section 2.16
of the Existing Credit Agreement is hereby amended in its entirety to read as follows:




     Section 2.16 Termination or Reduction of Commitments; Commitment Reduction
Compensation.




     (a) Upon at least three (3) Business Days’ prior written notice to the
Administrative Agent, the Borrower may, at any time, subject to Section 2.16(b), in
whole permanently terminate, or from time to time in part permanently reduce (but in
no event may the Commitments be reduced to below $20,000,000 without being in whole
permanently terminated), the Commitments. Each such partial reduction shall be in
the principal amount of $1,000,000 or any integral multiple of $500,000 in excess
thereof. Each such reduction or termination shall (i) be applied ratably to the
Commitments of each Lender and (ii) be irrevocable when given. At the effective
time of each such reduction or termination, the Borrower shall pay to the
Administrative Agent for application as provided herein (i) the Unused Fee accrued
on the amount of the Commitments so terminated or reduced through the date thereof;
(ii) any amount by which the sum of the Revolving Loans on such date exceed the
amount to which the Commitments are to be reduced effective on such date, in each
case pro rata based on the amount prepaid; and (iii) the amount of any Commitment
Reduction Compensation due under Section 2.16(b).




     (b) As a result of the impracticability and difficulty of ascertaining and
quantifying actual damages to the Lenders caused by early reductions or termination
of the Commitments, and by mutual agreement of the Administrative Agent, the Lenders
and the Loan Parties as to a reasonable approximation of the damages to the Lenders
as a result of any such early reduction or termination, all reductions or early
termination of the Commitments that are made pursuant to Section 2.16(a) prior to or
on June 30, 2008 shall be accompanied by compensation (the “Commitment Reduction
Compensation”) equal in amount to (i) the amount of reduction in the Commitment
effected thereby (ii) multiplied by



 









 





1%. Any reduction or termination of the Commitments occurring on or after July
1, 2008 shall not be subject or give rise to any Commitment Reduction Compensation.




     Notwithstanding the foregoing, if the Commitments shall be terminated and the
unpaid principal amount of the Revolving Loans and all interest and other amounts in
respect thereof shall become due and payable prior to the scheduled maturity of such
amounts for any reason under Section 7.01, then the Lenders shall be entitled to the
Commitment Reduction Compensation as of the date that such amounts become due and
payable under Section 7.01. Any Commitment Reduction Compensation payable pursuant
to this Section 2.16 shall be presumed to be the amount of damages suffered by the
Lenders as a result of the early reduction or termination of the Commitments and the
Borrower agrees that it is reasonable under the existing circumstances.




     (c) The Administrative Agent will promptly notify the Lenders of any notice of
termination or reduction of the Commitments. Any reduction of the Commitments shall
be applied to the Commitment of each Lender according to its Commitment Percentage.
All commitment and other fees accrued until the effective date of any termination of
the Commitments shall be paid on the effective date of such termination.



ARTICLE IV




Representations and Warranties




     The ACG Parties represent and warrant to the Administrative Agent, the Collateral Agent, the
Lenders and each other that, on and as of the Amendment Effective Date, and after giving effect to
this Amendment:



     Section 4.1 Authority. Each of the ACG Parties has all the necessary corporate or
limited liability company power to make, execute, deliver, and perform this Amendment, has taken
all necessary corporate or limited liability company action to authorize the execution, delivery
and performance of this Amendment and has duly executed and delivered this Amendment. This
Amendment and the Loan Documents constitute the legal, valid and binding obligations of each of the
ACG Parties that is a party thereto, enforceable against each of them in accordance with their
terms except as such enforceability may be subject to (a) the Debtor Relief Laws and (b) general
principles of equity.



     Section 4.2 No Legal Obstacle to Agreement. Neither the execution of this Amendment,
nor the performance of the Amended Servicing Agreement or the Amended Credit Agreement has
constituted or resulted in or will constitute or result in a breach of the provisions of any
contract to which an ACG Party is a party, or the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to an ACG Party, or result in the creation under
any agreement or instrument of any security interest, lien, charge, or encumbrance upon any of the
assets of an ACG Party. No approval or authorization of any governmental authority



 









 




is required to permit the execution, delivery or performance by an ACG Party of this
Amendment, the Amended Servicing Agreement, the Amended Credit Agreement or the transactions
contemplated hereby or thereby.




     Section 4.3 Incorporation of Certain Representations. The representations and
warranties set forth in Article IV of the Amended Servicing Agreement and in Article III of the
Amended Credit Agreement are true and correct in all material respects on and as of the Amendment
Effective Date as though made on and as of the date hereof except for any representations and
warranties that expressly relate solely to an earlier date, which representations and warranties
were true and accurate in all material respects on and as of such earlier date.



     Section 4.4 Default. No Servicer Default, Default or Event of Default has occurred
and is continuing under the Amended Credit Agreement or the Amended Servicing Agreement (other than
the Pending Defaults).



ARTICLE V




Conditions to Effectiveness




     This Amendment shall be and become effective as of the Amendment Effective Date
provided that each of the conditions set forth in this Article V shall have been satisfied in the
determination of the Administrative Agent and the Lenders (or satisfaction thereof has been waived
by the Administrative Agent and the Lenders) on or before November 14, 2007. If ACG Finance and
ACG fail to satisfy each of the conditions set forth in this Article V prior to 5:00 p.m. (Eastern
time) on November 14, 2007, then, at the option of the Administrative Agent and the Required
Lenders, upon notice to ACG Finance and ACG, this Amendment shall be null and void.



     Section 5.1 Counterparts of Amendment. The Administrative Agent shall have received
counterparts (or other evidence of execution, including telephonic message, satisfactory to the
Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf
of each of ACG Finance, ACG, the Lenders and the Administrative Agent.



     Section 5.2 Corporate Action. The ACG Parties shall have delivered to the
Administrative Agent certified copies of all necessary corporate action taken by each ACG Party
approving this Amendment, and each of the documents executed and delivered in connection herewith
or therewith (including, without limitation, a certificate setting forth the resolutions of the
board of directors of each ACG Party authorizing the amendments to the Existing Credit Agreement
and the Existing Servicing Agreement herein provided for and the execution, delivery and
performance of this Amendment). The Agent shall have received a certificate, signed by the
Secretary or an Assistant Secretary of each ACG Party, dated as of the date hereof, as to the
incumbency of the person or persons authorized to execute and deliver this Amendment and any
instrument or agreement required hereunder on behalf of each ACG Party, as applicable.



 









 





     Section 5.3 Out-of-Pocket Costs. ACG Finance shall have paid any and all reasonable
out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the
reasonable fees and expenses of the Administrative Agent’s legal counsel), and all other fees and
amounts payable to the Administrative Agent in connection with this Amendment.



     Section 5.4 Legal Opinion. The Administrative Agent shall have received a favorable
legal opinion, addressed to the Administrative Agent, from ACG Finance’s and ACG’s legal counsel,
reasonably acceptable to the Administrative Agent in form and substance, opining, among other
matters, that (i) the ACG Parties’ entry into and performance of this Amendment does not contravene
the obligations, covenants, or restrictions applicable to the ACG Parties under the Second Lien
Indenture or any other material agreement of the ACG Parties, and (ii) the ACG Parties’ execution
and delivery of this Amendment has been duly authorized by all necessary corporate action.



     Section 5.5 Effectiveness of Fifth Amendment. Each of the conditions set
forth in Part 5 of that certain Fifth Amendment to Amended and Restated Credit Agreement and
Temporary Waiver Agreement, dated as of even date herewith, among ACG, ACG Holdings, Inc., Bank of
America, N.A. as administrative agent (“Agent”), and the lenders named therein (the
“ACG Lenders”) shall have been satisfied in the determination of the Agent and the
ACG Lenders (or satisfaction thereof has been waived by the Agent and the ACG Lenders) in
accordance with the terms thereof.



ARTICLE VI




Miscellaneous




     Section 6.1 Reaffirmation of ACG Party Obligations. Each ACG Party hereby ratifies
each of the Loan Documents (as amended pursuant to this Amendment) to which it is a party and
acknowledges and reaffirms that it is bound by all terms of the Loan Documents to which it is a
party. ACG Finance acknowledges and reaffirms that it is responsible for the observance and full
performance of the Obligations. Each ACG Party further represents and warrants to the
Administrative Agent and the Lenders that none of the ACG Parties has any claims, counterclaims,
offsets, credits or defenses to the Loan Documents or the performance of their respective
obligations thereunder, or if any ACG Party has any such claims, counterclaims, offsets, credits
or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are
hereby waived, relinquished and released in consideration of the execution and delivery of this
Amendment by the Administrative Agent and the Lenders.



     Section 6.2 Instrument Pursuant to Existing Credit Agreement. This Amendment is a
Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with the terms
and provisions of the Existing Credit Agreement.



     Section 6.3 Effect. Except as expressly herein amended, the terms and conditions of
the Existing Credit Agreement, the Existing Servicing Agreement and the other Loan Documents shall
remain in full force and effect without amendment or modification, express or implied. The entering
into this Amendment by the Lenders shall not be construed or interpreted as an



 









 




agreement by the Lenders to enter into any future amendment or modification of the Amended
Credit Agreement, the Amended Servicing Agreement or any of the other Loan Documents.




     Section 6.4 References in Other Loan Documents. At such time as this Amendment shall
become effective pursuant to the terms of Article V hereof, all references in the Loan Documents to
the “Servicing Agreement” shall be deemed to refer to the Existing Servicing Agreement as amended
by this Amendment, and all references in the Loan Documents to the “Credit Agreement” shall be
deemed to refer to the Existing Credit Agreement as amended by this Amendment.



     Section 6.5 Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. Any signature delivered or transmitted
by a party by facsimile transmission shall be deemed to be an original signature hereto.



     Section 6.6 Integration. This Amendment, together with the Loan Documents, contains
the entire and exclusive agreement of the parties hereto with reference to the matters discussed
herein and therein. This Amendment supersedes all prior drafts and communications with respect
thereto. This Amendment may not be amended except in writing.



     Section 6.7 Further Assurances. ACG Finance and ACG agree to take such further
actions as the Agent shall reasonably request from time to time in connection herewith to evidence
or give effect to the amendments set forth herein or any of the transactions contemplated hereby.



     Section 6.8 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES.



     Section 6.9 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



     Section 6.10 Costs, Expenses. ACG agrees to pay on demand any and all reasonable
costs and expenses of the Administrative Agent and the Collateral Agent and all other fees and
other amounts payable to the Administrative Agent and the Collateral Agent, in each case incurred
in connection with the preparation, execution, delivery and administration of this Amendment
(including, without limitation, the reasonable fees and expenses of counsel to the Administrative
Agent) in accordance with the terms of Section 9.03 of the Existing Credit Agreement.



[Remainder of this page intentionally left blank.]





 









 








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



	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS FINANCE, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent and as Collateral

Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 
	LENDERS:

	 	BANK OF AMERICA, N.A.






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[signatures continued]





 












 






EXHIBIT C




PROVISION FOR TRANSFER AGREEMENT




     The undersigned (“Transferee”) hereby acknowledges that it has read and understands the
Consent Agreement by and among ACG Holdings, American Color Graphics, Inc., and [Transferor
Consenting Noteholder Name], inter alia, and agrees to be bound by the terms and conditions
thereof to the extent Transferor was thereby bound.



	 	 	 
	Date Executed: November ___, 2007	 	
 

 

	 	 	
Print name of Transferee
	 	 	 
	 	 	
 

 

	 	 	
Name:
	 	 	
Title:
	 	 	 
	 	 	
Address:
	 	 	
 

 

	 	 	
 

 

	 	 	
 

 

	 	 	
Attention: _____________________
	 	 	
Telephone:   ___________________________
	 	 	
Facsimile:    ___________________________
	 	 	 
	 	 	
Aggregate principal amount of Notes beneficially
owned or managed on behalf of accounts that hold
or beneficially own such Notes:
	 	 	 
	 	 	
ACG Second Lien Notes:
	 	 	
$_______________