**EXHIBIT 10.31****SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT**     THIS SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Second Amendment”) is madeand entered into as of February 12, 2008 among AMERICAN COLOR GRAPHICS, INC., a New Yorkcorporation (together with any permitted successors and assigns, “ACG”), AMERICAN COLORGRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successorsand assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), thefinancial 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“Administrative Agent”) and as collateral agent (in such capacity, the “CollateralAgent”).**RECITALS**      1. ACG Finance, the Administrative Agent, the Collateral Agent and the Lenders areparties to that certain Credit Agreement, dated as of September 26, 2006, as amended by thatcertain Omnibus Amendment of Loan Documents, dated as of June 13, 2007 (the “OmnibusAmendment”) and as further amended by that Amendment and Temporary Waiver Agreement, dated asof November 14, 2007 (the “First Amendment”) (as amended prior to the date hereof, the“Existing Credit Agreement”); ACG Finance, ACG, in its capacity as servicer (in suchcapacity, the “Servicer”) and the Administrative Agent are parties to that certainServicing Agreement, dated as of September 26, 2006, as amended by that certain First Amendment toServicing Agreement, dated as of March 30, 2007, as further amended by the Omnibus Amendment, asfurther amended by that certain letter amendment dated July 3, 2007, and as further amended by theFirst Amendment (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 ofSeptember 26, 2006 (the “Existing Contribution Agreement”).     2. The ACG Parties have been unable to satisfy the requirements of (i) Section 5.01(a) of theExisting 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 certifiedpublic accountants not subject to a going concern qualification, for the fiscal year ending March31, 2007, and (ii) Section 5.3 of the Existing Servicing Agreement, with respect to the fiscalquarters ending September 30, 2007 and December 31, 2007 (collectively with any Default existing asa result of the ACG Parties’ acknowledgements set forth in Section 2.1(c) of the First Amendment orin Section 2.1(c) of this Second Amendment, the “Existing Defaults”). Subject to the termsand conditions of the First Amendment, the Lenders agreed to waive the Existing Defaults for theperiod from September 30, 2007 through and including February 15, 2008 (the “Original WaiverPeriod”).     3. The ACG Parties have requested that the Lenders (i) extend the Original Waiver Period withrespect to the Existing Defaults through and including March 13, 2008, and (ii) continue to makeavailable to ACG Finance the Loans.     4. The Lenders are willing to extend the Original Waiver Period and continue to make availablethe Loans to ACG Finance, based upon and subject to the terms and conditions specified in thisSecond Amendment.
 

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