##### 



EXHIBIT 10.1 (a)
 FIRST AMENDMENT TO CREDIT AGREEMENT
 Amendment Borrower Lenders Administrative Agent
 W I T N E S S E T H
 Existing
Credit Agreement
    PART 1
DEFINITIONS
 Certain Definitions
 Amended Credit Agreement
 Amendment No. 1 Effective Date
 Other Definitions




---



##### 



PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
  Addition of New Defined Terms in Section 1.01
 Amendment No. 1 Effective Date
 Cash Settlement Agreement inter alia
 Commitment Compensation th
 Contribution Agreement
 Double Insert Line TMC Facility
 Finco
 Incremental Insert Line
 Interest Compensation th
 2




---



##### 



Permitted Receivables Financing provided
 Qualified TMC Facility
 Receivables Borrowing Base Certificate
 Receivables Financier
 Reduction Amount
 Servicing Agreement
 Single Insert Line TMC Facility
 TMC Capital Expenditures .
 3




---



##### 



Transferred Assets
 Amendment of Existing Defined Terms in Section 1.01
  Applicable Rate provided however provided further
  Consolidated Interest Charges
 4




---



##### 



Consolidated Scheduled Funded Debt Payments Section
2.04
  Default
  Excluded Disposition
 5




---



##### 



provided
  Subsidiary provided however
  Treasury Management Agreement
  Prepayment Compensation Section 2.04(a) Section 2.04(b)(iii) Section
2.04(b)(iv) Section 2.04(b)(v)
 6




---



##### 



Section 9.02, Section 2.04(c)(i) (ii), Section 9.02 Section 2.04(c) Section 2.04(c)
  Commitment Reduction Compensation
   7




---



##### 



Section 9.02 Section 2.05(c)(i) (ii) Section 9.02 Section 2.05(c)
  6.13 Capital Structure/Subsidiaries
   8




---



##### 



Capital Stock
 9




---



##### 



8.08 Transactions with Affiliates and Insiders.
 Section
8.02 Section 8.03 Section 8.04 Section 8.05 Section
8.06
 10




---



##### 



March 31
    
    June 30
    
    September 30
    
    December 312006
    
    
    N/A
    
    
    
    N/A
    
    
    
    2.45 to 1.00
    
    
    
    2.40 to 1.002007
    
    
    2.35 to 1.00
    
    
    
    2.25 to 1.00
    
    
    
    2.25 to 1.00
    
    
    
    2.15 to 1.002008
    
    
    2.15 to 1.00
    
    
    
    2.10 to 1.00
    
    
    
    2.10 to 1.00
    
    
    
    2.05 to 1.00Thereafter
    
    
    2.00 to 1.00
    
    
    
    2.00 to 1.00
    
    
    
    2.00 to 1.00
    
    
    
    2.00 to 1.00
  8.12 Capital Expenditures .
 less provided however
   8.20 Sale of Transferred Assets .
  11




---



##### 



8.21 Maximum Cash Balances .
   Default under Permitted Receivables Financing
 Fourth Fourth Fifth
 Fourth Fourth
 Fifth
 Fourth Fifth
  12




---



##### 



Automatic Release of Liens on Transferred Receivables provided further
 Exhibit A Exhibit B
 PART 3
CONDITIONS TO EFFECTIVENESS
 Amendment No. 1
Effective Date First
Amendment
 Counterparts of Amendment
 Corporate Action
 Permitted Receivables Financing
 13




---



##### 



Legal Opinion
 Accuracy of Representations and Warranties
 Amendment Fee
 Other Fees and Out-of-Pocket Costs
 Pledge of Finco Membership Interests Finco Membership Interests
 14




---



##### 



PART 4
MISCELLANEOUS
 Representations and Warranties Article VI
 Reaffirmation of Loan Party Obligations Article IV
 Authorization; Enforceability
 Cross-References
 Instrument Pursuant to Existing Credit Agreement
 15




---



##### 



References in Other Loan Documents Part 4
 Counterparts
 Governing Law
 Successors and Assigns
 Costs, Expenses Section 11.04
 Authorization of Agent
  16




---



##### 



BORROWER:
    AMERICAN COLOR GRAPHICS, INC.By:

/s/ Patrick W. KellickName:

    Patrick W. KellickTitle:

    Senior Vice President / Chief
Financial Officer & SecretaryGUARANTOR:
    ACG HOLDINGS, INC.By:

/s/ Patrick W. KellickName:

    Patrick W. KellickTitle:

    Senior Vice President / Chief
Financial Officer & SecretaryADMINISTRATIVE AGENT:
    BANK OF AMERICA, N.A.,
as Administrative AgentBy:

/s/ Charles D. GraberName:
    Charles D. GraberTitle:
    Vice President