<PAGE>
                                                                EXHIBIT 10.12(a)


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"),
dated as of February 9, 2004, is by and among AMERICAN COLOR GRAPHICS, INC., a
New York Corporation (the "Borrower"), each of the Lenders signatory hereto (the
"Lenders"), GECC CAPITAL MARKETS GROUP INC., as Syndication Agent (the
"Syndication Agent"), and BANK OF AMERICA, N.A., as Administrative Agent and
Collateral Agent for the Lenders (in such capacity, the "Agent"). Capitalized
terms used herein and not otherwise defined shall have the meaning assigned such
term in the Credit Agreement (as defined below).

                                    RECITALS:

                  A. The Borrower, the Lenders, the Syndication Agent and the
Agent are parties to that certain Credit Agreement, dated as of July 3, 2003
(the "Credit Agreement" as amended by, and together with, this First Amendment,
and as hereinafter amended, modified, supplemented, extended or restated from
time to time, being called the "Amended Agreement").

                  B. The parties hereto have agreed to amend the Credit
Agreement as set forth below.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:

         SECTION 1.01 Amendments to Credit Agreement.

         (a) Amendments to Section 5.2. Section 5.2(d) of the Credit Agreement
is hereby amended by inserting at the end of the first sentence thereof the
following:

                  , together with (i) a analysis of the ten (10) largest print
                  customers of the Parent and its Subsidiaries setting forth
                  detail as to year-to-date sales, value-added revenue, past due
                  Accounts and such other matters relating to such customers as
                  the Agent may reasonably request and (ii) a detailed variance
                  analysis (actual compared to the forecasts provided to the
                  Agent and the Lenders on January 16, 2004) of the Parent's and
                  its Subsidiaries' results of operations (income and cash flow)
                  for the most recently ended fiscal quarter, all in form
                  reasonably acceptable to the Agent.

         (b) Amendments to Section 7.10. Section 7.10 of the Credit Agreement is
hereby deleted and the following new Section 7.10 is inserted in replacement
thereof:

                  7.10 Distributions and Restricted Investments. None of the
          Parent, the Borrower or any of its Subsidiaries shall directly or
          indirectly declare or make, or incur any liability to make, any
          Distribution or Restricted Investment, except (a) Distributions to the
          Borrower by its



                                       34
<PAGE>
                                                                EXHIBIT 10.12(a)


         Subsidiaries; (b) Distributions or Restricted Investments from the
         Borrower to the Parent to enable the Parent to make Distributions
         otherwise permitted to be made by it hereunder and to enable the Parent
         to pay its general operating expenses; (c) Permitted Distributions; (d)
         the Digiscope Loans; (e) loans and advances to employees, officers and
         directors in an aggregate principal amount not to exceed $1,000,000 at
         any time outstanding; (f) contributions of capital to Immaterial
         Subsidiaries provided such Subsidiaries use such contributions to
         simultaneously pay off accumulated intercompany debt of such Immaterial
         Subsidiaries to the Borrower or the Parent existing on the Closing Date
         in an amount not in excess of $7,000,000; (g) payments made pursuant to
         the Tax Sharing Agreement; (h) Distributions and Restricted Investments
         made in connection with the 2003 Recapitalization; (i) loans made
         giving rise to Debt permitted under Section 7.13(d); (j) purchases of
         Equipment (not included in the Borrowing Base) owned by Borrower but
         subject to a purchase option in favor of the customer for whose account
         such Equipment was purchased, with such option being exercisable at the
         end of a specified contractual term, entered into in accordance with
         past practice and in the ordinary course of business; (k) purchases of
         spare parts inventory booked as a long-term rather than current asset
         in accordance with past practice and in the ordinary course of
         business; (l) payments described in clause (i) of the definition of the
         term "Permitted Affiliate Transactions"; (m) payments in amounts
         necessary to permit Parent to (x) make payments in respect of its
         indemnification obligations owing to directors, officers or other
         Persons under Parent's charter or by-laws or pursuant to written
         agreements with any such Person, or obligations in respect of director
         and officer insurance (including premiums therefor) or (y) satisfy its
         obligations, or through the Company satisfy its obligations, under any
         registration rights agreement or (z) make payments in respect of
         indemnification obligations of Parent in connection with any issuance
         by Parent of capital stock of Parent; (n) Distributions and Restricted
         Investments by the Parent in an aggregate amount of up to $500,000 made
         to permit repurchases of common stock of the Parent or to purchase
         options to purchase common stock of the Parent granted to directors,
         officers and certain key employees of the Parent or the Borrower
         pursuant to stock option plans adopted by the board of directors of the
         Parent or the Borrower; and (o) other Distributions and Restricted
         Investments in an aggregate amount outstanding of up to $500,000;
         provided, however, the Parent, the Borrower or any Subsidiary may (I)
         make the Distributions and Restricted Investments permitted under
         clauses (n) and (o) above only if no Default or Event of Default shall
         exist immediately prior to or immediately after giving effect to such
         Distribution or Restricted Investment and (II) make additional
         Distributions and Restricted Investments in an aggregate amount of up
         to $1,500,000 in excess of those permitted under clause (n) above and


                                       35
<PAGE>
                                                                EXHIBIT 10.12(a)


         additional Distributions and Restricted Investments in an aggregate
         amount of up to $1,500,000 in excess of those permitted under clause
         (o) above, in each case, only if (i) no Default or Event of Default
         shall exist immediately prior to or immediately after giving effect to
         such Distribution or Restricted Investment, (ii) the Fixed Charge
         Coverage Ratio shall be no less than 1.00 to 1.00 (A) for the
         two-fiscal quarter period ended December 31, 2003 (taken together as
         one accounting period) for any Distribution or Restricted Investment
         made during the period between delivery of financial statements for the
         fiscal quarter ended December 31, 2003 and the delivery of financial
         statements for the fiscal quarter ended March 31, 2004, (B) for the
         three-fiscal quarter period ended March 31, 2004 (taken together as one
         accounting period) for any Distribution or Restricted Investment made
         during the period between delivery of financial statements for the
         fiscal quarter ended March 31, 2004 and the delivery of financial
         statements for the fiscal quarter ended June 30, 2004, and (C) for the
         Four Quarter Period ended most recently prior to such Distribution or
         Restricted Investment for which the financial statements have been
         delivered to the Agent pursuant to Section 5.2 at any time after
         delivery of financial statements for the fiscal quarter ended September
         30, 2004, and (iii) Availability prior to and after giving effect to
         such Distribution or Restricted Investment shall be (A) for any
         Distribution or Restricted Investment made prior to March 31, 2004,
         greater than $20,000,000 and (B) for any Distribution or Restricted
         Investment made thereafter, greater than $18,000,000.

         (c) Amendments to Section 7.22. Section 7.22 of the Credit Agreement is
hereby deleted and the following new Section 7.22 is inserted in replacement
thereof:

                  7.22 Capital Expenditures. The Parent shall not make any
         Capital Expenditures. Neither the Borrower nor any of its Subsidiaries
         shall make or incur any Capital Expenditure if, after giving effect
         thereto, the aggregate amount of all Capital Expenditures by the
         Borrower and its Subsidiaries on a consolidated basis, in excess of
         insurance proceeds or condemnation awards, would exceed (a) $18,500,000
         during the Fiscal Year ending March 31, 2004, (b) $15,000,000 during
         the Fiscal Year ending March 31, 2005, or (c) $17,000,000 during any
         Fiscal Year thereafter. To the extent that the aggregate amount of
         Capital Expenditures of the Borrower and the Subsidiaries during a
         Fiscal Year is less than the amount that is permitted by the preceding
         sentence (the result of such permitted amount minus the actual amount
         of Capital Expenditures during a Fiscal Year being the "Unused
         Amount"), the aggregate amount of Capital Expenditures that may be made
         by the Borrower and the Subsidiaries during the next succeeding Fiscal
         Year will be the sum of the amount otherwise permitted by the preceding
         sentence plus the Unused Amount from the previous Fiscal Year.


                                       36
<PAGE>

         (d) Amendment to Section 7.23. Section 7.23 of the Credit Agreement is
hereby deleted and the following new Section 7.23 is inserted in replacement
thereof:

                  7.23 Fixed Charge Coverage Ratio. The Borrower will have a
         Fixed Charge Coverage Ratio of not less than (a) 1.00 to 1.00 for the
         one-fiscal quarter period ended December 31, 2003, (b) 0.89 to 1.00 for
         the two-fiscal quarter period ended March 31, 2004 (taken together as
         one accounting period), (c) 0.86 to 1.00 for the three-fiscal quarter
         period ended June 30, 2004 (taken together as one accounting period)
         and (d) the ratio set forth below opposite each fiscal quarter for each
         Four Quarter Period ended on the last day of such fiscal quarter set
         forth below:

<TABLE>
<CAPTION>
                            Four Quarter                       Fixed Charge
                           Period Ending                      Coverage Ratio
                  -------------------------------         ----------------------
<S>                                                       <C>
                  September 30, 2004                            0.82 to 1.00
                  December 31, 2004                             0.77 to 1.00
                  March 31, 2005                                0.87 to 1.00
                  June 30, 2005                                 0.91 to 1.00
                  September 30, 2005                            0.97 to 1.00
                  December 31, 2005                             0.98 to 1.00
                  March 31, 2006 and each fiscal                1.00 to 1.00
                  quarter end thereafter
</TABLE>


         (e) Amendments to Annex A to the Credit Agreement.

                  (i) The following new defined terms are hereby added to Annex
         A to the Credit Agreement in alphabetical position:

                          "Actual Fixed Asset Amortization Amount" means the
                  aggregate amount of the amortized reduction in the Fixed Asset
                  Maximum from February 9, 2004 to the date of calculation of
                  the applicable Adjusted Fixed Charge Coverage Ratio including
                  amortization based on any recalculation or reduction of the
                  Fixed Asset Maximum arising under the first proviso to the
                  definition of "Fixed Asset Maximum" in Annex A hereto.

                           "Adjusted Fixed Charge Coverage Ratio" means, with
                  respect to any fiscal period of the Parent, the ratio of (a)
                  EBITDA minus Capital Expenditures paid in cash during such
                  period to (b) Fixed Charges plus the Actual Fixed Asset
                  Amortization Amount.

                           "Adjusted Value" means an amount equal to (a) eighty
                   percent (80%) of the Appraisal Value of Eligible Equipment
                   plus (b) fifty percent (50%) of the Appraisal Value of
                   Mortgaged Property.



                                       37
<PAGE>
                                                                EXHIBIT 10.12(a)


                           "Scheduled Appraisal Date" means each date after the
                   Closing Date upon which the Agent receives results of an
                   annual appraisal conducted by an Eligible Appraiser which
                   receipt shall occur on or about March 31, 2004 and on or
                   about each anniversary of such date.

                           "Scheduled Fixed Asset Amortization Amount" means the
                   aggregate pro forma amount of the amortized reduction in the
                   Fixed Asset Maximum from February 9, 2004 to the date of
                   calculation thereof without giving effect to any
                   recalculation or reduction in the Fixed Asset Maximum or the
                   monthly amortization thereof arising under the first proviso
                   to the definition of "Fixed Asset Maximum" in Annex A hereto.

                           "Scheduled Fixed Asset Maximum" means, on any date of
                   calculation thereof, (a) the lesser of (i) $34,364,500 or
                   (ii) the Adjusted Value of Fixed Assets set forth in the
                   appraisal received on the first Scheduled Appraisal Date
                   minus (b) the Scheduled Fixed Asset Amortization Amount as of
                   such date.

                  (ii) The definition of "Applicable Margin" set forth in Annex
         A to the Credit Agreement is hereby amended by (A) deleting the
         references to "1.50%" and "2.50%" in clauses (i) and (ii) thereof,
         respectively, and inserting "2.00%" and "3.00%" in replacement thereof,
         respectively, (B) deleting the date "December 31, 2003" therein and
         inserting the date "September 30, 2004" in replacement thereof and (C)
         deleting the pricing grids therein and replacing them with the
         following new pricing grids:



<TABLE>
<CAPTION>
               ----------------------------    -------------------------------
               IF FIXED CHARGE                 LEVEL OF
               COVERAGE RATIO IS:              APPLICABLE MARGINS:
               ----------------------------    -------------------------------
<S>                                            <C>
               > Greater than or equal         Level I
               to 1.50 to 1.00
               ----------------------------    -------------------------------
               Greater than or equal           Level II
               to 1.25 to 1.00 but
               less than 1.50 to 1.00
               ----------------------------    -------------------------------
               Less than 1.25 to 1.00          Level III
               ----------------------------    -------------------------------
</TABLE>

<TABLE>
<CAPTION>
       LOW TO HIGH
       ------------------------------ ----------------------------------------
                                      APPLICABLE MARGINS
       ------------------------------ ----------------------------------------
                                      LEVEL I        LEVEL II       LEVEL III
       ------------------------------ -------------- -------------- ----------
<S>                                   <C>            <C>            <C>
       Base Rate Loans                1.50%          1.75%          2.00%
       ------------------------------ -------------- -------------- ----------
       LIBOR Loans                    2.50%          2.75%          3.00%
       ------------------------------ -------------- -------------- ----------
</TABLE>


                                       38
<PAGE>
                                                                EXHIBIT 10.12(a)


                  (iii) The definition of "Appraisal Date" set forth in Annex A
         to the Credit Agreement is hereby deleted in its entirety and replaced
         with the following:

                            "Appraisal Date" means each of (a) the Closing Date,
                   (b) each Scheduled Appraisal Date and (c) any other date on
                   which results are received by the Agent of an appraisal
                   conducted by an Eligible Appraiser at the Borrower's request
                   or, if an Event of Default exists, the Agent's request.

                  (iv) The definition of "EBITDA" set forth in Annex A to the
         Credit Agreement is hereby deleted in its entirety and replaced with
         the following:

                          "EBITDA" means, with respect to any fiscal period of
                  the Parent, Adjusted Net Earnings from Operations, plus, to
                  the extent deducted in the determination of Adjusted Net
                  Earnings from Operations for that fiscal period, Interest
                  Expense, Federal, state, local, foreign and deferred income
                  tax expense, depreciation and amortization, plus restructuring
                  charges, severance expenses and other non-recurring charges
                  accrued during such period and minus restructuring charges,
                  severance expenses and other non-recurring charges paid during
                  such period whether or not such charges and expenses were
                  accrued during such period; provided, however, there shall be
                  excluded from the immediately foregoing deduction (a) up to
                  $2,000,000 of such restructuring charges, severance expenses
                  and other non-recurring charges accrued during the Fiscal Year
                  ended March 31, 2002, and the Fiscal Year ended March 31, 2003
                  of the Borrower and unpaid as of the Closing Date and (b) for
                  the purposes of calculating EBITDA in connection with
                  determining the Fixed Charge Coverage Ratio for compliance
                  with Section 7.23 and the determination of the Applicable
                  Margin only, up to $5,000,000 of such other restructuring
                  charges, severance expenses and other non-recurring charges
                  accrued during the fiscal quarter ending March 31, 2004,
                  irrespective of when paid.

                  (v) The definition of "Fixed Asset Maximum" set forth in Annex
         A to the Credit Agreement is hereby deleted in its entirety and
         replaced with the following:

                           "Fixed Asset Maximum" means $34,364,500 as such
                  amount shall be reduced on the first day of each month by
                  $409,101 (based on even monthly amortization over a seven year
                  period), beginning April 1, 2004; provided, however, that if,
                  as of any Appraisal Date, the Adjusted Value of Fixed Assets
                  is less than the Fixed Asset Maximum (as reduced pursuant to
                  the amortization described above or pursuant to the
                  establishment of a new Fixed Asset Maximum as provided
                  herein), such Adjusted


                                       39
<PAGE>
                                                                EXHIBIT 10.12(a)


                  Value shall become the new Fixed Asset Maximum; provided
                  further, however, that if, as of any Scheduled Appraisal Date
                  occurring after January 1, 2006, (a) the Adjusted Value of
                  Fixed Assets is greater than the Fixed Asset Maximum (as
                  reduced pursuant to the establishment of a new Fixed Asset
                  Maximum as provided in the first proviso above or as increased
                  pursuant to the establishment of a new Fixed Asset Maximum as
                  provided in this second proviso), (b) the Adjusted Fixed
                  Charge Coverage Ratio for the most recently ended twelve month
                  period is greater than 1.00 to 1.00 and (c) no Default or
                  Event of Default shall exist, then a new Fixed Asset Maximum
                  shall be established at the lower of (i) the Adjusted Value as
                  of such Scheduled Appraisal Date or (ii) the Scheduled Fixed
                  Asset Maximum. Any new Fixed Asset Maximum established
                  pursuant to the first or second proviso above shall be reduced
                  on the first day of each month, beginning with the first month
                  after the Appraisal Date establishing such new Fixed Asset
                  Maximum, based on even monthly amortization over the remainder
                  of the seven year period first described above.

                  (vi) The definition of "Pro Rata Share" set forth in Annex A
         to the Credit Agreement is hereby deleted in its entirety and replaced
         with the following:

                           "Pro Rata Share" means, with respect to a Lender, a
                  fraction (expressed as a percentage), the numerator of which
                  is the amount of such Lender's Commitment and the denominator
                  of which is the sum of the amounts of all of the Lenders'
                  Commitments, or if no Commitments are outstanding, a fraction
                  (expressed as a percentage), the numerator of which is the
                  amount of Obligations (other than Obligations in respect of
                  Bank Products) owed to such Lender and the denominator of
                  which is the aggregate amount of the Obligations (other than
                  Obligations in respect of Bank Products) owed to the Lenders,
                  in each case giving effect to a Lender's participation in
                  Non-Ratable Loans and Agent Advances.

                  (vii) The definition of "Required Lenders" is hereby deleted
         in its entirety and replaced with the following:

                           "Required Lenders" means at any time any Lender or
                  Lenders whose Pro Rata Shares (the "Required Pro Rata Share")
                  aggregate more than 50% of the aggregate of all Lenders' Pro
                  Rata Shares; provided, however, that if there are three or
                  more Lenders at such time, such aggregate Required Pro Rata
                  Share shall be held by at least two Lenders.



                                       40
<PAGE>
                                                                EXHIBIT 10.12(a)


                  (viii) The definition of "Restricted Investment" is hereby
         deleted in its entirety and replaced with the following:

                           "Restricted Investment" means, as to the Parent, the
                  Borrower or any of its Subsidiaries, any acquisition of
                  property by such Person in exchange for cash or other
                  property, whether in the form of an acquisition of stock,
                  debt, or other indebtedness, obligation or equity interest, or
                  the purchase or acquisition of any other property, or a loan,
                  advance, capital contribution, or subscription, except the
                  following: (a) acquisitions of Equipment to be used in the
                  business of the Borrower so long as the acquisition costs
                  thereof constitute Capital Expenditures permitted hereunder;
                  (b) acquisitions of Inventory in the ordinary course of
                  business of the Borrower; (c) acquisitions of current assets
                  acquired in the ordinary course of business of the Borrower;
                  (d) direct obligations of the United States of America, or any
                  agency thereof, or obligations guaranteed by the United States
                  of America, provided that such obligations mature within one
                  year from the date of acquisition thereof; (e) acquisitions of
                  certificates of deposit maturing within one year from the date
                  of acquisition, bankers' acceptances, Eurodollar bank
                  deposits, or overnight bank deposits, in each case issued by,
                  created by, or with a bank or trust company organized under
                  the laws of the United States of America or Canada or any
                  state or province thereof having capital and surplus
                  aggregating at least $100,000,000; (f) acquisitions of
                  commercial paper given a rating of "A2" or better by Standard
                  & Poor's Corporation or "P2" or better by Moody's Investors
                  Service, Inc. and maturing not more than 90 days from the date
                  of creation thereof; (g) repurchase agreements with parties
                  described in clause (e) above or other parties reasonably
                  acceptable to the Agent, in each case with a term of not more
                  than 30 days; (h) Hedge Agreements; (i) shares of money market
                  mutual or similar funds which invest substantially all their
                  assets in assets satisfying the requirements of clauses (d)
                  through (g) above; and (j) investments held as of the date
                  hereof listed on Schedule 1.3.

         SECTION 1.02 Representations and Warranties. The Borrower hereby
represents and warrants to each Lender and the Agent, on the First Amendment
Effective Date (as hereinafter defined), as follows:

         (a) After giving effect to this amendment, the representations and
warranties set forth in Article 6 of the Credit Agreement, and in each other
Loan Document, are true and correct in all material respects on and as of the
date hereof and on and as of the First Amendment Effective Date (as defined in
Section 1.03) with the same effect as if made on and as of the date hereof or
the First Amendment Effective Date, as the case may be, except to the extent
such representations and warranties expressly relate solely to an early date.


                                       41

<PAGE>
                                                                EXHIBIT 10.12(a)


         (b) Each of the Borrower and the other Credit Parties is in compliance
with all terms and conditions of the Credit Agreement and the other Loan
Documents on its part to be observed and performed and no Default or Event of
Default has occurred and is continuing.

         (c) The execution, delivery and performance by the Borrower of this
First Amendment has been duly authorized by the Borrower.

         (d) This First Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors' rights or by the effect of general
equitable principles.

         (e) The execution, delivery and performance by the Borrower of this
First Amendment do not and will not conflict with, or constitute a violation or
breach of, or result in the imposition of any Lien upon the property of the
Borrower or any of its Subsidiaries, by reason of the terms of (i) any contract,
mortgage, lease, agreement, indenture, or instrument to which the Borrower is a
party or which is binding upon it, (ii) any Requirement of Law applicable to the
Borrower, or (iii) the certificate or articles of incorporation or by-laws or
the limited liability company or limited partnership agreement of the Borrower.

         SECTION 1.03 Effectiveness. This First Amendment shall become effective
only upon satisfaction of the following conditions precedent (the first date
upon which each such condition has been satisfied being herein called the "First
Amendment Effective Date"):

         (a) The Agent shall have received duly executed counterparts of this
First Amendment which, when taken together, bear the authorized signatures of
the Borrower, the Agent and the Lenders.

         (b) The Agent and the Lenders shall be satisfied that the
representations and warranties set forth in Section 1.02 of this First Amendment
are true and correct on and as of the First Amendment Effective Date and that no
Default or Event of Default has occurred and is continuing on and as of the
First Amendment Effective Date.

         (c) The Agent shall have received (a) an amendment fee for the pro rata
benefit of the Lenders in the amount of $50,000 and (b) all other fees and
expenses to be paid by the Borrower pursuant to Section 1.05 of this First
Amendment.

         (d) There shall not be any action pending or any judgment, order or
decree in effect which, in the judgment of the Agent or the Lenders, is likely
to restrain, prevent or impose materially adverse conditions upon the
performance by the Borrower or any other Credit Party of its obligations under
the Credit Agreement or the other Loan Documents.

         (e) The Agent shall have received such other documents, legal opinions,
instruments and certificates relating to this First Amendment as it shall
reasonably


                                       42
<PAGE>
                                                                EXHIBIT 10.12(a)


request and such other documents, legal opinions, instruments and certificates
that shall be reasonably satisfactory in form and substance to the Agent and the
Lenders. All corporate proceedings taken or to be taken in connection with this
First Amendment and documents incidental thereto whether or not referred to
herein shall be reasonably satisfactory in form and substance to the Agent and
the Lenders.

         SECTION 1.04 Guarantor's Reaffirmation. By its acknowledgement below,
the Guarantor hereby (i) consents to the terms of this First Amendment, (ii)
acknowledges and reaffirms all of its obligations and undertakings under the
Facility Guaranty and (iii) acknowledges and agrees that the Facility Guaranty
is and shall remain in full force and effect in accordance with the terms
thereof.

         SECTION 1.05 Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by Agent in connection with the preparation,
negotiation, execution and delivery of this First Amendment, including, but not
limited to, the reasonable fees and disbursements of counsel to the Agent.

         SECTION 1.06 Cross-References. References in this First Amendment to
any Section are, unless otherwise specified, to such Section of this First
Amendment.

         SECTION 1.07 Instrument Pursuant to Credit Agreement. This First
Amendment is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions of the Credit Agreement.

         SECTION 1.08 Further Acts. Each of the parties to this First Amendment
agrees that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order to
effect the purposes of this First Amendment.

         SECTION 1.09 Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.

         (a) THIS FIRST AMENDMENT AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND
THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS FIRST AMENDMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS FIRST AMENDMENT, EACH OF THE
BORROWER, EACH OTHER CREDIT PARTY, THE AGENT AND THE LENDERS CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS


                                       43
<PAGE>
                                                                EXHIBIT 10.12(a)


PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
BORROWER, EACH OTHER CREDIT PARTY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
FIRST AMENDMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST THE BORROWER OR ANY OTHER CREDIT PARTY OR THEIR RESPECTIVE
PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY
FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

         (c) THE BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO
THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 13.8 OF THE CREDIT AGREEMENT
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME
SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING
CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL
PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

         (d) THE BORROWER, EACH OTHER CREDIT PARTY, THE LENDERS AND THE AGENT
EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS FIRST
AMENDMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. THE BORROWER, EACH OTHER CREDIT PARTY, THE LENDERS AND THE AGENT
EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE
THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS FIRST AMENDMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER



                                       44
<PAGE>
                                                                EXHIBIT 10.12(a)


SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         SECTION 1.10 Counterparts. This First Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

         SECTION 1.11 Severability. In case any provision in or obligation under
this First Amendment or the other Loan Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

         SECTION 1.12 Benefit of Agreement. This First Amendment shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided that the Borrower may not
assign or transfer any of its interest hereunder without the prior written
consent of the Lenders.

         SECTION 1.13 Integration. This First Amendment represents the agreement
of the Borrower, each other Credit Party, the Agent and each of the Lenders
signatory hereto with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties relative to the subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.

         SECTION 1.14 Confirmation. Except as expressly amended by the terms
hereof, all of the terms of the Credit Agreement and the other Loan Documents
shall continue in full force and effect and are hereby ratified and confirmed in
all respects.

         SECTION 1.15 Loan Documents. Except as expressly set forth herein, the
amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Agent under the Amended Agreement or any other Loan Document, nor
shall they constitute a waiver of any Event of Default, nor shall they alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Amended Agreements or any other Loan
Document. Each of the amendments provided herein shall apply and be effective
only with respect to the provisions of the Amended Agreement specifically
referred to by such amendments. Except as expressly amended herein, the Amended
Agreement and the other Loan Documents shall continue in full force and effect
in accordance with the provisions thereof. As used in the Amended Agreement, the
terms "Agreement", "herein", "hereinafter", "hereunder", "hereto" and words of
similar import shall mean, from and after the date hereof, the Amended
Agreement.

                           [Signature Pages to Follow]



                                       45
<PAGE>
                                                                EXHIBIT 10.12(a)


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to be duly executed and delivered as of the date first
above written.


                                       BORROWER:

                                       AMERICAN COLOR GRAPHICS, INC.

                                       By:  /s/
                                            ------------------------------------
                                       Name:  Patrick Kellick
                                       Title: Senior Vice President/Chief
                                              Financial Officer


                                       ADMINISTRATIVE AGENT AND
                                       COLLATERAL AGENT:

                                       BANK OF AMERICA, N.A., as the Agent

                                       By:  /s/
                                            ------------------------------------
                                       Name:  Jang S. Kim
                                       Title: Vice President


                                       SYNDICATION AGENT:

                                       GECC CAPITAL MARKETS GROUP
                                       INC., as Syndication Agent

                                       By:  /s/
                                            ------------------------------------
                                       Name:  Gregory O. Davis
                                       Title: Managing Director


                                       LENDERS:

                                       BANK OF AMERICA, N.A., as a Lender

                                       By:  /s/
                                            ------------------------------------
                                       Name:  Jang S. Kim
                                       Title: Vice President




                                       46
<PAGE>

                                                                EXHIBIT 10.12(a)




                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION, as a Lender

                                       By:  /s/
                                            ------------------------------------
                                       Name:  George Neamonitis
                                       Title: Manager - Operations


                                       WEBSTER BUSINESS CREDIT
                                       CORPORATION, as a Lender

                                       By:  /s/
                                            ------------------------------------
                                       Name:  Joe Zautra
                                       Title: Vice President


ACKNOWLEDGED AND AGREED
BY THE UNDERSIGNED GUARANTOR:


ACG HOLDINGS, INC., a Delaware corporation


By:  /s/
     -----------------------------------------------
Name:  Patrick Kellick
Title: Senior Vice President/Chief Financial Officer







                                       47