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EXHIBIT 10.23
 CONTRIBUTION AND SALE AGREEMENT
 dated as of
 September 26, 2006
 by and between
 AMERICAN COLOR GRAPHICS, INC.,
as Seller,
 and
 AMERICAN COLOR GRAPHICS FINANCE, LLC,
as Purchaser
 ALL RIGHT, TITLE AND INTEREST OF AMERICAN COLOR GRAPHICS FINANCE, LLC IN AND TO THIS CONTRIBUTION
AGREEMENT HAS BEEN ASSIGNED TO BANK OF AMERICA, N.A., AS COLLATERAL AGENT UNDER THE CREDIT
AGREEMENT, DATED AS OF SEPTEMBER 26, 2006, BY AND AMONG AMERICAN COLOR GRAPHICS FINANCE, LLC, AS
BORROWER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND THE LENDERS
IDENTIFIED THEREIN.




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TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    1Section 1.1
    
    Defined Terms
    
    
    1Section 1.2
    
    Other Terms
    
    
    5Section 1.3
    
    Computation of Time Periods
    
    
    5Section 1.4
    
    Interpretation
    
    
    5ARTICLE II SALE, TRANSFER AND ASSIGNMENT
    
    
    6Section 2.1
    
    Facility
    
    
    6Section 2.2
    
    Sale, Transfer and Assignment
    
    
    7Section 2.3
    
    Total Purchase Amount
    
    
    8Section 2.4
    
    Payment of Cash Purchase Amount
    
    
    8Section 2.5
    
    Deliveries and Undertakings in Connection with Sale or Contribution
    
    
    9ARTICLE III CONDITIONS PRECEDENT
    
    
    10Section 3.1
    
    Conditions Precedent to Closing
    
    
    10Section 3.2
    
    Condition Precedent to Initial Purchase
    
    
    11Section 3.3
    
    Conditions Precedent to all Purchases
    
    
    12ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    12Section 4.1
    
    The Sellers Representations and Warranties
    
    
    12Section 4.2
    
    Representations and Warranties of the Purchaser
    
    
    19Section 4.3
    
    Transferred Receivable Representations and Warranties
    
    
    20ARTICLE V COVENANTS
    
    
    22Section 5.1
    
    Affirmative Covenants of the Seller
    
    
    22Section 5.2
    
    Negative Covenants of the Seller
    
    
    30Section 5.3
    
    Affirmative Covenants of the Purchaser
    
    
    32ARTICLE VI DEEMED COLLECTIONS
    
    
    32Section 6.1
    
    Deemed Collections
    
    
    32Section 6.2
    
    Retransfer of Transferred Receivables
    
    
    33ARTICLE VII INDEMNIFICATION
    
    
    34Section 7.1
    
    Indemnification by the Seller
    
    
    34Section 7.2
    
    Assignment of Indemnities
    
    
    37ARTICLE VIII MISCELLANEOUS
    
    
    37Section 8.1
    
    Termination
    
    
    37Section 8.2
    
    Amendments and Waivers
    
    
    37Section 8.3
    
    Notices, Etc
    
    
    37Section 8.4
    
    Limitation of Liability
    
    
    38Section 8.5
    
    Binding Effect; Benefit of Contribution Agreement
    
    
    38Section 8.6
    
    Choice of Law and Venue; Jury Trial Waiver
    
    
    38Section 8.7
    
    Costs, Expenses and Taxes
    
    
    39Section 8.8
    
    Recourse Against Certain Parties
    
    
    40Section 8.9
    
    Protection of Right, Title and
Interest in the Transferred Receivables; Further Action Evidencing Purchases
    
    
    41Section 8.10
    
    Execution in Counterparts; Severability; Integration
    
    
    42Section 8.11
    
    Waiver of Setoff
    
    
    42Section 8.12
    
    Headings and Exhibits
    
    
    43Section 8.13
    
    Rights of Inspection
    
    
    43Section 8.14
    
    Assignment
    
    
    43




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Section 8.15
    
    Severability of Provisions; No Waiver
    
    
    44Section 8.16
    
    Subordination
    
    
    44Section 8.17
    
    Confidentiality
    
    
    44
 EXHIBITSExhibit A
    
    Form of AssignmentSCHEDULESSchedule 1
    
    Transferred Receivable ListSchedule 4.1(l)
    
    ERISA Compliance Information
 ii




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CONTRIBUTION AND SALE AGREEMENT, Contribution
Agreement AMERICAN COLOR GRAPHICS, INC. ACG Seller AMERICAN COLOR
GRAPHICS FINANCE, LLC Purchaser
 PRELIMINARY STATEMENT
 WHEREAS
 NOW THEREFORE
 ARTICLE I
 DEFINITIONS
 Section 1.1 Defined Terms .
 Section 1.1
 ACG
 Assignment Section 2.2(b)
 Board of Directors
 Cash Purchase Amount
 Collections Section 6.1




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Contract
 Contribution Agreement
 Contribution Amount
 Credit Agreement
 Delinquent Receivable
 Dilution
 Eligible Obligor
 2




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Excepted Persons Section 8.17(a)
 Fair Market Value
 Indemnified Amounts Section 7.1(a)
 Indemnified Party Section 7.1(a)
 Obligor
 Obligor Concentration Limit
 Officers Certificate
 Opinion of Counsel
 Other Costs Section 8.7(c)
 Purchase Commencement Date Sections 3.1 3.2
 Purchase Date
 3




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Purchase Termination Date
 Purchased Receivable Section 2.2(a)
 Purchaser
 Receivable
 Related Asset
    Removed Obligor Section 2.1(b)
 Retransferred Receivables Section 6.2
 Seller
 Servicer
 Servicing Agreement
 Total Purchase Amount Section 2.3
 Transferred Receivable
 4




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Transferred Receivable List Section 2.5(b)
 Transferred Receivable Representations and Warranties Section 4.3
 Section 1.2 Other Terms
  Section 1.3 Computation of Time Periods
  Section 1.4 Interpretation
         5




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ARTICLE II
 SALE, TRANSFER AND ASSIGNMENT
 Section 2.1 Facility
 provided however clause
(ii)
  6




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Removed
Obligor
  Section 2.2 Sale, Transfer and Assignment
 Purchased
Receivables
 Appendix I
 clause
(i)
  Section 2.2(a) Assignment Exhibit A
 Section 2.2(a)
  7




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Section 6.2
  Section 2.3 Total Purchase Amount
 Total Purchase Amount
 Section 2.4 Payment of Cash Purchase Amount
  Article IV
 8




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provided however
 Section 2.5 Deliveries and Undertakings in Connection with Sale or Contribution
 Section 2.5(c)
 Section 5.01 Schedule 1 Schedule 1
  9




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Sections
2.2(a) (c) Section 2.1
  ARTICLE III
 CONDITIONS PRECEDENT
 Section 3.1 Conditions Precedent to Closing .
   10




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Section 3.2 Conditions Precedent to Initial Purchase .
   Section
4.02(c)
  11




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Section 3.3 Conditions Precedent to all Purchases .
  ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
 Section 4.1 The Sellers Representations and Warranties .
  Existence, Qualification and Power; Compliance with Laws
 Authorization; No Contravention
 Governmental Authorization; Other Consents
 12




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Binding Effect
 Financial Statements Sections
5.1(j)(i) (ii) (iii) Sections 5.1(j)(i) (ii) (iii)
 Litigation
 Compliance with Laws
 No Default
 Ownership of Property; Liens
 Environmental Compliance
 13




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Taxes
 14




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ERISA Compliance Schedule 4.1(l)
    Margin Regulations; Investment Company Act
  15




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Disclosure
 Chief Executive Office Section 8.3
 Nonconsolidation
 Ownership of the Purchaser
 16




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Selection Procedures
 Eligibility of Receivables
 Perfection Requirements as to Collateral
 provided however Sections 2.2(a) 2.2(c) Section 2.1
 17




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Section
4.1(t)
 Collections
 Covenants
 Fraudulent Transfer
 18




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Representations and Warranties for Benefit of the Administrative Agent
 Section 4.1
 Section 4.2 Representations and Warranties of the Purchaser .
  Existence, Qualification and Power; Compliance with Laws
 Authorization; No Contravention
 19




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Governmental Authorization; Other Consents
 Binding Effect
 Litigation
 Investment Company Act
 Compliance with Laws
 Solvency
 Section 4.3 Transferred Receivable Representations and Warranties .
   20




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21




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ARTICLE V
 COVENANTS
 Section 5.1 Affirmative Covenants of the Seller .
  Compliance with Law
 Preservation of Company Existence
 Obligations and Compliance with Transferred Receivables
 Keeping of Records and Books of Account Section 8.13
 22




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Transferred Receivables
 Delivery of Collections
 Payment Performance and Discharge of Obligations
 23




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Notice to Obligors
 Adverse Claims
 Financial Statements; Certificates
   24




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Sections 5.1(j)(i) (ii) (iii)
 Section 5.1(j)
 Certificates; Other Information
  25




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Notices and Information
  Article IV
 26




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Section 5.1(l)(i) (iv) Section 5.1(l)(i)
 Separate Company Existence
 27




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28




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29




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Other Information
 Independent Accountants
 Section 5.2 Negative Covenants of the Seller .
  Transferred Receivables Not to be Evidenced by Instruments
 Security Interests
 Deposits to Concentration Account
 Mergers, Acquisition, Sales, etc.
 30




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provided Section 5.2(d)
 Change of Name or Location of Records Section 4.1(o)
 ERISA Matters
 Selection Procedure
 Credit and Collection Policy
 Failure to Take Action
 No Bankruptcy Petition
 31




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Section 5.2(j)
 Fair Market Value
 Solvency
 Section 5.3 Affirmative Covenants of the Purchaser .
 Financial Statements; Certificates
  Section 5.3(a)(i)
 Fair Market Value
 ARTICLE VI
 DEEMED COLLECTIONS
 Section 6.1 Deemed Collections .
 32




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Section 6.1(a) (b) Section 2.2
 Section 6.1 Section 2.2(b)
 Section 6.2 Retransfer of Transferred Receivables .
 Section 6.1(b) Retransferred Receivable Section 6.2
 33




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ARTICLE VII
 INDEMNIFICATION
 Section 7.1 Indemnification by the Seller
 Indemnified Party Indemnified Amounts provided however provided further however Section 7.1 Section
7.1 Section
6.1
   34




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35




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Section 7.1
 Section 7.1
 36




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Section 7.1
 Section 7.1
 Section 7.2 Assignment of Indemnities .
 Article VII Article VII
 ARTICLE VIII
 MISCELLANEOUS
 Section 8.1 Termination
  Section 8.2 Amendments and Waivers
  Section 8.3 Notices, Etc
 37




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Section 8.4 Limitation of Liability .
  Section 8.5 Binding Effect; Benefit of Contribution Agreement .
  Section 8.6 Choice of Law and Venue; Jury Trial Waiver
 (a) THE VALIDITY OF THIS CONTRIBUTION AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE
 38




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CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES).
 (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
CONTRIBUTION AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, FEDERAL COURTS LOCATED IN NEW YORK COUNTY, STATE
OF NEW YORK, PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
PURCHASED ASSET OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENTS OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE THE ADMINISTRATIVE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
PURCHASED ASSET OR OTHER PROPERTY MAY BE FOUND. THE PARTIES HERETO WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAWS, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION 8.6 .
 (c) THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER
AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS CONTRIBUTION AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
 Section 8.7 Costs, Expenses and Taxes
 Article VII
 39




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Other Costs
 Section 8.8 Recourse Against Certain Parties
 it being expressly agreed and understood Section 8.8(a)
  40




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it being expressly agreed and understood Section 8.8(b)
 Section 8.9 Protection of Right, Title and Interest in the Transferred Receivables;
Further Action Evidencing Purchases
 Section 8.9(a)
   41




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Article VII
 Section 2.5(a)
  Section 3.1
 Section 8.10 Execution in Counterparts; Severability; Integration .
  Section 8.11 Waiver of Setoff
  42




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Section 8.12 Headings and Exhibits .
  Section 8.13 Rights of Inspection .
 inter alia
 Section 8.14 Assignment .
 Section 8.14
 43




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Section 8.15 Severability of Provisions; No Waiver .
  Section 8.16 Subordination .
 Section 8.16
 Section 8.17 Confidentiality
 Excepted Persons provided however
 44




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Section 8.17(a)
  provided
 45




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IN WITNESS WHEREOF
 THE SELLER:
    
    AMERICAN COLOR GRAPHICS, INC.By:
    
    /s/ Patrick W. KellickName:
    
    Patrick W. KellickTitle:
    
    Senior Vice President/Chief
Financial Officer & SecretaryAmerican Color Graphics, Inc.100 Winners CircleBrentwood, Tennessee 37027Telephone No.: 615-377-7430Fax No.: 615-377-0331THE PURCHASER:
    
    AMERICAN COLOR GRAPHICS FINANCE, LLCBy:
    
    /s/ Patrick W. KellickName:
    
    Patrick W. KellickTitle:
    
    President & Chief Executive OfficerAmerican Color Graphics Finance, LLC100 Winners CircleBrentwood, Tennessee 37027Telephone No.: 615-377-7430Fax No.: 615-377-0331