EXHIBIT
4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


Dated as of
February 28, 2003


 


by and among


 


VERTIS, INC.


 


and


 


THE GUARANTORS

named herein


 


and


 


THE LENDERS

named herein


 












 


$293,500,000


 


SENIOR
SUBORDINATED NOTES DUE 2009


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  
	
  2.

  	
  Shelf
  Registration

  
	
  3.

  	
  Demand Notice

  
	
  4.

  	
  Exchange Offer Registration

  
	
  5.

  	
  Liquidated
  Damages

  
	
  6.

  	
  Underwritten Registrations

  
	
  7.

  	
  Registration
  Procedures

  
	
  8.

  	
  Registration
  Expenses

  
	
  9.

  	
  Indemnification

  
	
  10.

  	
  Rule 144 and
  144A

  
	
  11.

  	
  Suspension of Shelf
  Registration

  
	
  12.

  	
  Miscellaneous

  
	
   

  	
  (a)

  	
  No Inconsistent Agreements

  
	
   

  	
  (b)

  	
  Adjustments
  Affecting Registrable Securities

  
	
   

  	
  (c)

  	
  Amendments
  and Waivers

  
	
   

  	
  (d)

  	
  Notices

  
	
   

  	
  (e)

  	
  Successors
  and Assigns

  
	
   

  	
  (f)

  	
  Counterparts

  
	
   

  	
  (g)

  	
  Headings

  
	
   

  	
  (h)

  	
  Governing Law

  
	
   

  	
  (i)

  	
  Severability

  
	
   

  	
  (j)

  	
  Joint and Several
  Obligations

  
	
   

  	
  (k)

  	
  Securities
  Held by the Issuers or Their Affiliates

  



 


i

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of February 28, 2003,
by and among Vertis, Inc. (the “Company”), a Delaware corporation, and the
Guarantors listed on the signature pages hereto and the lenders whose signatures
appear on the execution pages of this Agreement (collectively with any other
lenders who become parties to this Agreement, the “Lenders”).  The Company and the Guarantors are hereinafter
collectively referred to as the “Issuers.” 
This Agreement is for the benefit of the Lenders executing this
Agreement and for the benefit of their direct and indirect transferees.


 


The parties hereby agree
as follows:


 


1.                                       Definitions


 


As used in this Agreement,
the following terms shall have the following meanings:


 


Advice:  See the last paragraph of Section 7.


 


Agreement:  See the first introductory paragraph to this
Agreement.


 


Business Day:  Any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of New York, New York or is a day
on which banking institutions therein located are authorized or required by law
or other governmental action to close.


 


Company:  See the first introductory paragraph to this
Agreement.


 


Credit Agreement:  The Senior Subordinated Credit Agreement,
dated as of December 7, 1999, by and among the Company, Vertis, Inc., the
Lenders, as agents, and the financial institutions parties thereto, as lenders,
as amended from time to time.


 


Demand Notice:  See Section 3(a).


 


DTC:  See Section 7(i).


 


Event Date:  See Section 5(b).


 


Exchange
Effectiveness Date: 
90 days after the Exchange Filing Date.


 


Exchange
Effectiveness Period: 
See Section 4.


 


Exchange Filing
Date:  60 days after
the date of the Demand Notice.


 

















 


Exchange Offer
Registration:  See
Section 4.


 


Exchange Notes:  See Section 4.


 


Exchange
Registration Statement: 
See Section 4.


 


Guarantors:  See the first introductory paragraph to this
Agreement.


 


Holder:  Any holder of a Registrable Security or
Registrable Securities.


 


Indemnified Person:  See Section 9(c).


 


Indemnifying
Persons:  See Section
9(c).


 


Indenture:  The Indenture dated as of the date hereof by
and among the Company, the Guarantors and the Trustee, pursuant to which the
Notes will be issued, as amended or supplemented from time to time in
accordance with the terms thereof.


 


Inspectors:  See Section 7(p).


 


Issuers:  See the first introductory paragraph to this
Agreement.


 


Lenders:  See the first introductory paragraph to this
Agreement.


 


Liquidated Damages:  See Section 5.


 


NASD:  See Section 7(n).


 


Notes:  The $293,500,000 aggregate principal amount
of Senior Subordinated Notes due 2009 of the Company that may be issued
pursuant to the Indenture in accordance with the terms of the Credit Agreement.


 


Participant:  See Section 9(a).


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


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Registrable
Securities:  The Notes
upon original issuance thereof and at all times subsequent thereto, until in
the case of any such Note (i) a Registration Statement covering such Note has
been declared effective by the SEC and such Note has been disposed of in
accordance with such effective Registration Statement, (ii) it is sold in
compliance with Rule 144 or may be sold pursuant to Rule 144(k), (iii) it shall
have been otherwise transferred and a new certificate for any such Note which
may be sold without restriction under federal securities laws and not bearing a
legend restricting further transfer shall have been delivered by the Company,
or (iv) it ceases to be outstanding for the purposes of the Indenture.


 


Registration
Statement:  Any
registration statement of the Issuers filed with the SEC, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.


 


Rule 144:  Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the Company being free of the
registration and prospectus delivery requirements of the Securities Act.


 


Rule 144A:  Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.


 


Rule 415:  Rule 415 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.


 


SEC:  The Securities and Exchange Commission.


 


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


 


Shelf
Effectiveness Date: 
90 days after the Shelf Filing Date.


 


Shelf Filing Date:  60 days after a Shelf Notice.


 


Shelf Notice:  See Section 2(a).


 


Shelf Registration:  See Section 2(b).


 


Shelf Termination
Date:  See Section
2(b).


 


Subsequent Shelf
Registration:  See
Section 2(c).


 


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TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture.


 


Underwritten
Registration or Underwritten Offering:  A registration in which securities of any of
the Issuers are sold to an underwriter for reoffering to the public.


 


2.                                       Shelf Registration


 


(a)                                  Shelf
Notice.  At any time after the date
of this Agreement, the Holders of at least $90,000,000 of the outstanding
aggregate principal amount of Registrable Securities may make a written request
(a “Shelf Notice”) to the Issuers for registration of Registrable Securities to
be made pursuant to a Registration Statement in accordance with Section 2(b) below.  Within ten days after receipt of any Shelf
Notice, the Issuers will send written notice of such Shelf Notice to all
Holders of the Registrable Securities and, subject to the next succeeding
sentence, the Issuers will include in such Shelf Registration all Registrable
Securities of such Holders with respect to which the Issuers have received
written requests for inclusion therein within 10 Business Days after the
receipt by the applicable Holder of the Issuers’ written notice.  Requests made by Holders for inclusion in
such Shelf Registration, including requests by Holders in the Shelf Notice,
shall contain appropriate representations regarding such Holders’ intentions to
sell the Registrable Securities in order to allow the Issuers to effect such
Shelf Registration and shall contain such information as the Issuers may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary prospectus included therein.  Notwithstanding anything to the contrary
contained herein, no Holder may include its Registrable Securities in any Shelf
Registration Statement or be entitled to Liquidated Damages if such Holder does
not make such appropriate representations or provide such requested information
in such Holder’s request.  Each Holder
as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Issuers all information required to be disclosed in
order to make information previously furnished to the Issuers by such Holder
not materially misleading.  Notwithstanding
the foregoing and subject to Section 2(c) below, the Issuers shall not be
required to undertake more than one Shelf Registration for the Registrable Securities.


 


(b)                                 Shelf
Registration.  If a Shelf Notice is
delivered as contemplated by Section 2(a), then the Issuers agree to file with
the SEC no later than the Shelf Filing Date, a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Securities of such Holders with respect to which the Issuers
have received written requests, containing the information required to be set
forth therein, for inclusion therein in accordance with Section 2(a) above (the
“Shelf Registration”).  The Shelf Registration
shall be on Form S-1 or another appropriate form permitting registration of
such Registrable Securities for resale by Holders in the manner or manners
designated by them (including, without limitation, one or more Underwritten
Offerings).  The Issuers shall not
permit


 


4

















 


any securities other than the Registrable Securities to be included in
the Shelf Registration or any Subsequent Shelf Registration.  The Issuers shall use their reasonable best
efforts to cause the Shelf Registration to be declared effective under the
Securities Act on or prior to the Shelf Effectiveness Date and to keep such
Shelf Registration continuously effective under the Securities Act until the
date which is 24 months from the latest date of issue of any Registrable
Security included in such Shelf Registration (subject to extension pursuant to
the last paragraph of Section 7 and pursuant to Section 11) (the “Shelf
Termination Date”), or such shorter period ending when all Registrable
Securities covered by such Shelf Registration have been sold in the manner set
forth and as contemplated in such Shelf Registration or cease to be Registrable
Securities.


 


(c)                                  Subsequent
Shelf Registrations.  If a Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for
any reason at any time prior to the Shelf Termination Date (other than because
of the sale of all Registrable Securities covered by such Shelf Registration in
the manner set forth and as contemplated in such Shelf Registration), the
Issuers shall use their reasonable best efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof, and in any event shall
within 45 days of such cessation of effectiveness amend such Shelf Registration
in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional “shelf” Registration
Statement pursuant to Rule 415 covering all of the Registrable Securities which
were covered by such Shelf Registration that have not been sold in the manner
set forth and as contemplated in such Shelf Registration (a “Subsequent Shelf
Registration”).  If a Subsequent Shelf
Registration is filed, the Issuers shall use their reasonable best efforts to
cause such Subsequent Shelf Registration to be declared effective as soon as
practicable after such filing and to keep such Registration Statement
continuously effective until the Shelf Termination Date, or such shorter period
ending when all Registrable Securities covered by such Shelf Registration have
been sold in the manner set forth and as contemplated in such Shelf Registration
or cease to be Registrable Securities. 
As used herein the term “Shelf Registration” means the Shelf
Registrations and any Subsequent Shelf Registrations.


 


(d)                                 Supplements
and Amendments.  The Issuers shall
promptly supplement and amend a Shelf Registration (i) if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration, (ii) if required by the Securities Act, (iii) if
reasonably requested by the Holders of a majority in aggregate principal amount
of the Registrable Securities covered by such Registration Statement, (iv) if
reasonably requested by any underwriter of such Registrable Securities and (v)
if reasonably requested by any Holder or Holders of at least $25,000,000 in
aggregate principal amount of Registrable Securities who wish to include their
Registrable Securities in an aggregate principal amount of at least $25,000,000
in the Registration Statement filed by Section 2(a).


 


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3.                                       Demand Notice


 


(a)                                  Right
to Demand.  At any time after the
Shelf Termination Date, the Holders of at least $50,000,000 in aggregate
principal amount of Registrable Securities may make a written request (a
“Demand Notice”) to the Issuers for registration under and in accordance with
the provisions of the Securities Act of Exchange Notes (as defined below) to be
issued in exchange for all or part of such Registrable Securities in accordance
with Section 4.  Within ten days after
receipt of the Demand Notice, the Issuers will send written notice of such
registration request to all Holders, and the Issuers will register the offer
and sale of Exchange Notes in an aggregate principal amount equal to at least
the aggregate principal amount of all Registrable Securities of such Holders
with respect to which the Issuers have received written requests for inclusion
therein within 15 business days after the receipt by a Holder of the Issuers’
written notice; provided, however, that each Holder that
participates in the Exchange Offer Registration will be required to represent
that any Exchange Notes to be received by it will be acquired in the ordinary
course of its business, that at the time of the consummation of the Exchange
Offer Registration such Holder will have no arrangement or understanding with
any person to participate in the distribution of the Exchange Notes and that
such Holder is not an affiliate of the Issuers within the meaning of the
Securities Act.  All requests made
pursuant to this Section 3(a) will specify the aggregate amount of the
Registrable Securities to be exchanged.


 


(b)                                 Number
of Exchange Offer Registrations. 
The Holders of Registrable Securities shall be entitled to deliver no
more than one Demand Notice hereunder and the Issuers will only be required to
file and have declared effective by the SEC one Exchange Offer Registration
Statement.


 


4.                                       Exchange Offer Registration


 


If a Demand Notice is
delivered as contemplated by Section 3(a), the Issuers shall file with the SEC
no later than the Exchange Filing Date, an offer to exchange (the “Exchange
Offer Registration”) for any and all of the Registrable Securities subject to
the Exchange Offer Registration pursuant to Section 3(a) a like aggregate
principal amount of debt securities of the Company, guaranteed by the
Guarantors, which are identical in all material respects to the Notes (the
“Exchange Notes”) (and which are entitled to the benefits of the Indenture or a
trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with any requirements of the SEC to effect or
maintain the qualification thereof under the TIA) and which, in either case,
has been qualified under the TIA), except that the Exchange Notes shall have
been registered pursuant to an effective Registration Statement under the
Securities Act and shall contain no restrictive legend thereon.  The Exchange Offer Registration shall be
registered under the Securities Act on the appropriate form (the “Exchange


 


6

















 


Registration Statement”)
and shall comply with all applicable tender offer rules and regulations under
the Exchange Act.


 


Each of the Issuers
agrees to use its reasonable best efforts to (x) cause the Exchange
Registration Statement to be declared effective under the Securities Act on or
before the Exchange Effectiveness Date; (y) keep the Exchange Offer
Registration open for at least 20 Business Days (or longer if required by
applicable law) after the date that notice of the Exchange Offer Registration
is mailed to Holders of Registrable Securities (the “Exchange Effectiveness Period”);
and (2) consummate the Exchange Offer Registration on or prior to the 45th day
following the date on which the Exchange Registration Statement is declared
effective.  If after such Exchange
Registration Statement is initially declared effective by the SEC, the Exchange
Offer Registration or the issuance of the Exchange Notes thereunder is prevented
or materially delayed by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such Exchange
Registration Statement shall be deemed not to have become effective for
purposes of this Agreement.  Each Holder
of Registrable Securities who participates in the Exchange Offer Registration
will be required to represent that any Exchange Notes received by it will be
acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer Registration such Holder of Registrable
Securities will have no arrangement or understanding with any Person to
participate in the distribution of the Exchange Notes, and that such Holder of
Registrable Securities is not an affiliate of any of the Issuers within the
meaning of the Securities Act.


 


In connection with the
Exchange Offer Registration, the Issuers shall:


 


(1)                                  mail
to each Holder of Registrable Securities entitled to participate in the
Exchange Offer Registration a copy of the Prospectus forming part of the
Exchange Registration Statement, together with an appropriate letter of
transmittal and related documents;


 


(2)                                  utilize
the services of a depositary for the Exchange Offer Registration with an
address in the Borough of Manhattan, The City of New York;


 


(3)                                  permit
holders of Notes to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer
Registration shall remain open; and


 


(4)                                  otherwise
comply in all material respects with all applicable laws.


 


As soon as practicable
after the close of the Exchange Offer Registration, the Issuers shall:


 


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(1)                                  accept
for exchange all Registrable Securities tendered and not validly withdrawn
pursuant to the Exchange Offer Registration;


 


(2)                                  deliver
to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and


 


(3)                                  cause
the Trustee to authenticate and deliver promptly to each holder of such
Registrable Securities, Exchange Notes equal in principal amount to the
Registrable Securities of such holder so accepted for exchange.


 


The Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event will provide that the holders
of the Notes and the Exchange Notes will vote and consent together on all matters
as one class and that neither the Exchange Notes nor the Notes will have the
right to vote or consent as a separate class on any matter.


 


5.                                       Liquidated Damages


 


(a)                                  The
Issuers agree that the Holders of Registrable Securities will suffer damages if
the Issuers fail to fulfill their obligations to Holders of Registrable
Securities under Section 2 hereof and that it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, the Issuers, jointly and severally, agree to pay
liquidated damages on the Notes (“Liquidated Damages”) under the circumstances
and to the extent set forth below (each of which shall be given independent effect):


 


(i)                                     if
the Shelf Notice is delivered as contemplated by Section 2(a) and the Shelf
Registration has not been filed on or prior to the Shelf Filing Date, then commencing
on the day after such Shelf Filing Date, Liquidated Damages shall be accrued on
the principal amount of the Notes covered by such Shelf Registration over and
above the accrued interest at a rate of 0.50% per annum for the first 90 days
immediately following such Shelf Filing Date, and any such Liquidated Damages
rate shall increase by an additional 0.25% per annum at the beginning of each
subsequent 90-day period;


 


(ii)                                  if
such Shelf Registration has not been declared effective on or prior to such
Shelf Effectiveness Date, then commencing on the day after such Shelf
Effectiveness Date, Liquidated Damages shall be accrued on the principal amount
of the Notes included in such Registration Statement over and above the accrued
interest at a rate of 0.50% per annum for the first 90 days immediately
following such Shelf Effectiveness Date, and any such Liquidated Damages rate
shall increase by an additional 0.25% per annum at the beginning of each subsequent
90-day period; and


 


8

















 


(iii)                               if
a Shelf Registration or any Subsequent Shelf Registration has been declared
effective and such Shelf Registration ceases to be effective at any time prior
to the Shelf Termination Date, then commencing on the day such Shelf
Registration ceases to be effective Liquidated Damages shall be accrued on the
principal amount of the Notes affected thereby over and above the accrued
interest at a rate of 0.50% per annum for the first 90 days immediately
commencing on the day such Shelf Registration ceases to be effective, and any
such Liquidated Damages rate shall increase by an additional 0.25% per annum at
the beginning of each subsequent 90-day period; provided that no
Liquidated Damages will accrue under this Section 5(a)(iii) if the Shelf
Registrations cease to be effective due to any circumstances described in, and
only for the time period permitted by, Section 11 hereof;


 


provided,
however, that the Liquidated Damages rate on the Notes may not exceed at
any one time in the aggregate 1.0% per annum; provided, further, however,
that (1) upon the filing of a Shelf Registration (in the case of (i) above),
(2) upon the effectiveness of a Shelf Registration (in the case of (ii) above),
or (3) upon the effectiveness of the applicable Shelf Registration which had
ceased to remain effective (in the case of (iii) above), Liquidated Damages on
the Notes as a result of such clause, as the case may be, shall cease to accrue.


 


(iv)                              if a
Demand Notice is delivered as contemplated by Section 3(a) and the Exchange
Offer Registration has not been filed on or prior to the Exchange Filing Date,
then commencing on the day after such Exchange Filing Date, Liquidated Damages
shall be accrued on the principal amount of the Notes subject to the Exchange
Offer Registration over and above the accrued interest at a rate of 0.50% per
annum for the first 90 days immediately following such Exchange Filing Date,
and any such Liquidated Damages rate shall increase by an additional 0.25% per
annum at the beginning of each subsequent 90-day period;


 


(v)                                 if
such Exchange Offer Registration has not been declared effective on or prior to
such Exchange Effectiveness Date, then commencing on the day after such
Exchange Effectiveness Date, Liquidated Damages shall be accrued on the
principal amount of the Notes subject to the Exchange Offer Registration over
and above the accrued interest at a rate of 0.50% per annum for the first 90
days immediately following such Exchange Effectiveness Date, and any such
Liquidated Damages rate shall increase by an additional 0.25% per annum at the
beginning of each subsequent 90-day period; and


 


(vi)                              if
the Exchange Offer Registration has been declared effective and such Exchange
Offer Registration ceases to be effective at any time prior to the end of the
Exchange Effectiveness Period, then commencing on the day after the Exchange
Offer Registration ceases to be effective Liquidated Damages shall be accrued
on the principal


 


9

















 


amount of the Notes subject to the Exchange Offer
Registration over and above the accrued interest at a rate of 0.50% per annum
for the first 90 days immediately commencing on the day such Exchange Offer
Registration ceases to be effective, and any such Liquidated Damages rate shall
increase by an additional 0.25% per annum at the beginning of each subsequent
90-day period; provided that no Liquidated Damages will accrue under
this Section 5(a)(vi) if the Exchange Offer Registrations cease to be effective
due to any circumstances described in, and only for the time period permitted
by, Section 11 hereof;


 


provided,
however, that the Liquidated Damages rate on the Notes may not exceed at
any one time in the aggregate 1.0% per annum; provided, further, however,
that (1) upon the filing of an Exchange Offer Registration (in the case of (iv)
above), (2) upon the effectiveness of an Exchange Offer Registration (in the
case of (v) and (vi) above), Liquidated Damages on the Notes as a result of
such clause, as the case may be, shall cease to accrue.


 


(b)                                 The
Issuers shall notify the Trustee within five Business Days after each and every
date on which an event occurs in respect of which Liquidated Damages are
required to be paid (an “Event Date”). 
Any amounts of Liquidated Damages due pursuant to Section 5(a) will be
payable in cash semi-annually on each interest payment date for the Registrable
Securities (to the Holders of record entitled to such interest payment),
commencing with the first such date occurring after any such Liquidated Damages
commence to accrue.  The amount of
Liquidated Damages will be determined on the basis of a 360-day year comprised
of twelve 30-day months.


 


6.                                       Underwritten Registrations


 


If any of the Registrable
Securities covered by any Shelf Registration are to be sold in an Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Holders of a majority in
aggregate principal amount of the Registrable Securities included in such
offering and reasonably acceptable to the Issuers.


 


7.                                       Registration Procedures


 


In connection with the
filing of any Registration Statement, the Issuers shall:


 


(a)                                  Prepare
and file with the SEC (i) as soon as practicable after the Shelf Notice but in
any event prior to the Shelf Filing Date, a Registration Statement as
prescribed by Section 2, and (ii) within the time limit prescribed herein, the
Exchange Registration Statement prescribed pursuant to Section 4, and in each
such case use its reasonable best effort to cause such Registration Statement
or Registration Statements to become effective and remain effective as provided
herein; provided, however, before filing any Shelf Registration


 


10

















 


Statement or Prospectus or any amendments or supplements thereto (not
including documents that would be incorporated or deemed to be incorporated
therein by reference), the Issuers shall afford the Holders covered by such
Registration Statement, their counsel and the managing underwriters, if any, an
opportunity to review, promptly, copies of all such documents proposed to be
filed; provided, however, that the Issuers shall not be required
to afford such persons an opportunity to review a copy of (i) any such document
that has not been materially changed from a copy of such document that such
person was previously afforded an opportunity to review and (ii) any amendments
or supplements to a Registration Statement or Prospectus which are made solely
as a result of any filing by the Issuers of reports required to be filed
pursuant to the Exchange Act.  The
Issuers shall not file any Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must be afforded an
opportunity to review prior to the filing of such document, if the Holders of a
majority in aggregate principal amount of the Registrable Securities covered by
such Registration Statement, their counsel or the managing underwriters, if
any, shall reasonably object; provided that no Liquidated Damages shall
be payable pursuant to Section 5 hereof if there is a good faith dispute
between the Issuers and the Holders, their counsel or the managing underwriters,
if any, and such good faith dispute is the sole reason Liquidated Damages would
be accruing.


 


(b)                                 Prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
continuously effective for the time periods prescribed hereby; cause the
related Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act, the Exchange Act and the rules and regulations
of the SEC promulgated thereunder applicable to it with respect to the
disposition of all Registrable Securities covered by such Registration
Statement as so amended or in such Prospectus as so supplemented.


 


(c)                                  Notify
the selling Holders of Registrable Securities, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days after
becoming aware thereof), and confirm such notice in writing, (i) when a Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective (including in such notice a written statement
that any Holder may, upon request, obtain, without charge, one conformed copy
of such Registration Statement or post-effective amendment including financial
statements and schedules but excluding documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of such Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to


 


11

















 


be delivered in connection with sales of the Registrable Securities
covered by such Registration Statement the representations and warranties of
the Issuers contained in any agreement (including any underwriting agreement)
contemplated by Section 7(o) cease to be true and correct in all material
respects, (iv) of the receipt by the Issuers of any notification with respect
to the suspension of the qualification or exemption from qualification of such
Registration Statement or any of the Registrable Securities for offer or sale
in any jurisdiction, or the initiation or threatening of any proceeding for
such purpose, (v) of the happening of any event, the existence of any condition
or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in such Registration Statement,
Prospectus or documents so that, in the case of such Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and that, in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (vi) of the Issuers’ reasonable determination that a post-effective
amendment to such Registration Statement would be appropriate.


 


(d)                                 Use
its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending
the use of a Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, and, if any such order is issued, to obtain the withdrawal of any
such order at the earliest possible moment.


 


(e)                                  If
requested by the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount of the Registrable Securities being sold in
connection with an Underwritten Offering, (i) promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, or such Holders reasonably request to be
included therein, and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Issuers receive notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment.


 


(f)                                    Furnish
to each selling Holder of Registrable Securities who so requests and to counsel
and each managing underwriter, if any, without charge, one conformed copy of
the Registration Statement and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all
exhibits.


 


12

















 


(g)                                 Deliver
to each selling Holder of Registrable Securities, their counsel and the
underwriters, if any, without charge, as many copies of each Prospectus
(including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this
Section 7, each Issuer hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Registrable
Securities and the underwriters or agents, if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto until such time as the Issuers have
notified the Holders to discontinue the use of such Prospectus.


 


(h)                                 Prior
to any public offering of Registrable Securities, to register or qualify, and
to cooperate with the selling Holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Holder or the managing underwriters reasonably request in writing; provided
that where Registrable Securities are offered other than through an
Underwritten Offering, the Issuers agree to cause their counsel to perform Blue
Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 7(h); keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all
other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by the
applicable Registration Statement; provided, however, that no
Issuer shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) become subject to taxation in any such jurisdiction
where it is not then so subject.


 


(i)                                     If
a Shelf Registration is filed pursuant to Section 2 hereof, cooperate with the
selling Holders of Registrable Securities and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not
bear any restrictive legends and shall be in a form eligible for deposit with
The Depository Trust Company (“DTC”); and enable such Registrable Securities to
be in such denominations and registered in such names as the managing underwriters,
if any, or selling holders of Registrable Securities may reasonably request.


 


(j)                                     Use
its reasonable best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriters, if any, to consummate the disposition of such
Registrable Securities, except as


 


13

















 


may be required solely as a consequence of the nature of such selling
holder’s business, in which case the Issuers will cooperate in all reasonable
respects with the filing of such registration and the granting of such approvals.


 


(k)                                  Upon
the occurrence of any event contemplated by paragraph 7(c)(v) or 7(c)(vi), as
promptly as practicable prepare and file with the SEC, at the joint and several
expense of each of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such Prospectus
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


(l)                                     Use
its reasonable best efforts to cause the Registrable Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so
requested by the Holders of a majority in aggregate principal amount of
Registrable Securities covered by such Registration Statement or the managing
underwriters, if any.


 


(m)                               Prior
to the effective date of any Registration Statement relating to the Registrable
Securities, (i) provide the Trustee with printed certificates for the
Registrable Securities covered by such Registration Statement in a form
eligible for deposit with DTC and (ii) provide a CUSIP number(s) for the
Registrable Securities or the Exchange Notes.


 


(n)                                 Cooperate
with each selling Holder of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. (the “NASD”).


 


(o)                                 In
the event a Shelf Registration is filed in connection with any Underwritten
Offering of Registrable Securities, and if requested by Holders of a majority
in aggregate principal amount of Registrable Securities covered by such
Registration Statement, enter into an underwriting agreement in form, scope and
substance as is customary in Underwritten Offerings and take all such other
actions as are reasonably requested by the managing underwriters in order to
expedite or facilitate the registration or the disposition of such Registrable
Securities, and in such connection, (i) make such representations and
warranties to the underwriters, with respect to the business of the Issuers and
their respective subsidiaries, and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in Underwritten Offerings of securities similar to the
Registrable Securities, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Issuers and updates thereof in form, scope and
substance reasonably satisfactory to the


 


14

















 


managing underwriters, addressed to the underwriters covering the
matters customarily covered in opinions requested in Underwritten Offerings of
debt securities similar to the Notes and such other matters as may be
reasonably requested by underwriters; (iii) obtain “cold comfort” letters and
updates thereof in form and substance reasonably satisfactory to the managing underwriter
or underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Issuers or business acquired by the Issuers for which
financial statements and financial data are, or are required to be, included in
the Registration Statement), addressed to each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with Underwritten Offerings of
debt securities similar to the Notes; and (iv) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
no less favorable than those set forth in Section 9 (or such other less
favorable provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such
Registration Statement and the managing underwriters or agents) with respect to
all parties to be indemnified pursuant to said Section.  The above shall be done at each closing
under such underwriting agreement, or as and to the extent required thereunder.


 


(p)                                 Make
available for inspection by a representative of the selling Holders of
Registrable Securities under a Shelf Registration, any underwriter
participating in any such disposition of Registrable Securities, if any, and
any attorney or accountant or other agent retained by any such representative
of such selling Holders or underwriter (collectively, the “Inspectors”), at the
offices where normally kept, during reasonable business hours, all financial
and other records, pertinent corporate documents and properties of the Issuers
and their subsidiaries, and cause the officers, directors and employees of the
Issuers and their subsidiaries to supply all information, in each case
reasonably requested by any such Inspector in connection with such Registration
Statement; provided, however, that each Inspector shall agree in
writing that all of such information shall be kept confidential by such
Inspector unless (i) disclosure of such information is required by court or
administrative order, (ii) other than under the circumstances contemplated
by, and for the time period permitted by, Section 11, disclosure of such
information, in the opinion of counsel to such Inspector, is necessary to avoid
or correct a misstatement or omission of a material fact in the Registration
Statement, Prospectus or any supplement or post-effective amendment thereto or
disclosure is otherwise required by law, (iii) after notice to the Company and
affording the Company a reasonable time period in which to object, disclosure
of such information is, in the opinion of counsel for any Inspector, necessary
or advisable in connection with any action, claim, suit or proceeding, directly
or indirectly, involving or potentially involving such Inspector and arising
out of, based upon, relating to, or involving this Agreement, or any
transactions contemplated hereby or arising hereunder, or (iv) such information
becomes generally available to the public other than as a result of a
disclosure or failure to safeguard by such Inspector.  Each selling Holder of such Registrable Securities and any
underwriter will be required to agree that information obtained


 


15

















 


by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Issuers unless and until such is made generally available to
the public.  Each selling Holder of such
Registrable Securities and any underwriter will be required to further agree
that it will, upon learning that disclosure of any such information is sought
in a court or administrative tribunal of competent jurisdiction, give notice to
the Issuers and allow the Issuers to undertake appropriate action to prevent
disclosure of the information deemed confidential at its expense and will use
reasonable efforts to cooperate with the Issuers in attempting to prevent such
disclosure.


 


(q)                                 Provide
an indenture trustee for the Registrable Securities, and cause the Indenture to
be qualified under the TIA not later than the effective date of the first Registration
Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the trustee under any such indenture and the selling Holders of
the Registrable Securities to effect such changes to such indenture as may be
required for such Indenture to be so qualified in accordance with the terms of
the TIA; and execute, and use its reasonable best efforts to cause such trustee
to execute, all documents as may be required to effect such changes, and all
other forms and documents required to be filed with the SEC to enable such indenture
to be so qualified in a timely manner.


 


(r)                                    Comply
with all applicable rules and regulations of the SEC and make generally
available to its securityholders earnings statements satisfying the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the end
of any 12-month period (or 90 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Securities are sold to underwriters in a firm commitment or
best efforts Underwritten Offering and (ii) if not sold to underwriters in such
an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


(s)                                  If
an Exchange Offer Registration is to be consummated, upon delivery of the
Registrable Securities by such selling Holders to the Issuers (or to such other
Person as directed by the Issuers) in exchange for the Exchange Notes, the
Issuers shall mark, or cause to be marked, on such Registrable Securities that
such Registrable Securities are being cancelled in exchange for the Exchange
Notes; in no event shall such Registrable Securities be marked as paid or
otherwise satisfied.


 


(t)                                    Use
its reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Registrable Securities covered by a Registration
Statement contemplated hereby.


 


The Issuers may require
each selling Holder of Registrable Securities as to which any registration is
being effected to furnish to the Issuers such information regarding


 


16

















 


such seller and the
distribution of such Registrable Securities as the Issuers may, from time to
time, reasonably request in writing and to otherwise cooperate in the
preparation of the Registration Statement. 
The Issuers may exclude from such registration the Registrable
Securities of any seller who fails to furnish such information within a
reasonable time after receiving such request. 
If the identity of a seller of Registrable Securities is to be disclosed
in a registration statement, such selling Holder shall be permitted to include
all information regarding such seller as it shall reasonably request.  At any time during the effectiveness of any
Registration Statement with respect to the Registrable Securities, if any
selling Holder becomes aware of any change materially affecting the accuracy of
the information contained in the Registration Statement or related Prospectus,
such Holder will notify the Issuers of such change.


 


Each Holder, upon receipt
of any notice from the Issuers of the happening of any event of the kind
described in Section 7(c), will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 7(c), or until it is advised in writing (the
“Advice”) by the Issuers that the use of the applicable Prospectus may be
resumed.  In the event the Issuers shall
give any such notice, the Shelf Termination Date and the Exchange Effectiveness
Period shall be extended by the number of days during such periods from and including
the date of the giving of such notice to and including the date when each
seller of Registrable Securities covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated
by Section 7(c) or the Advice.


 


8.                                       Registration Expenses


 


(a)                                  All
fees and expenses, other than underwriting discounts and commissions, incident
to the performance of or compliance with this Agreement by the Issuers shall be
borne by the Issuers, jointly and severally, whether or not a Registration
Statement is filed or becomes effective, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with respect
to filings required to be made with the NASD in connection with an Underwritten
Offering and (B) fees and expenses of compliance with state securities or Blue
Sky laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable
Securities or Exchange Notes and determination of the eligibility of the
Registrable Securities or Exchange Notes for investment under the laws of such
jurisdictions (x) where the Holders of Registrable Securities are located, in
the case of the Exchange Notes, or (y) as provided in Section 7(h), in the case
of Registrable Securities)), (ii) reasonable printing expenses (including,
without limitation, reasonable expenses of printing certificates for
Registrable Securities or Exchange Notes in a form eligible for deposit with
DTC and of printing prospectuses if the printing of prospectuses is requested
by the managing underwriters, if any, or, in respect of Registrable Securities,
by the Holders of a majority in aggregate principal amount of the Registrable Securities


 


17

















 


included in the Registration Statement), (iii) reasonable messenger,
telephone and delivery expenses, (iv) reasonable fees and disbursements of
counsel for the Issuers and, in connection with a Shelf Registration,
reasonable fees and disbursements of counsel for the sellers of Registrable
Securities (subject to the provisions of Section 8(b)), (v) fees and disbursements
of all independent certified public accountants referred to in Section
7(o)(iii) (including, without limitation, the expenses of any special audit and
“cold comfort” letters required by or incidental to such performance), (vi) the
fees and expenses of any “qualified independent underwriter” or other independent
appraiser participating in an offering pursuant to Rule 2720 of the Conduct
Rules of the NASD, (vii) rating agency fees, (viii) Securities Act liability
insurance, if the Issuers desire such insurance, (ix) fees and expenses of all
other Persons retained by the Issuers, (x) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and
employees of the Issuers performing legal or accounting duties), (xi) the
expense of any annual audit and (xii) the fees and expenses incurred in
connection with the listing of the securities to be registered on any
securities exchange.


 


(b)                                 In
connection with any Shelf Registration Statement hereunder or any amendment
thereto, the Issuers shall reimburse the Holders of the Registrable Securities
being registered in such registration for the reasonable fees and disbursements
of not more than one counsel (together with appropriate local counsel) chosen
by the Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Registration Statement and other reasonable
out-of-pocket expenses of the Holders of Registrable Securities incurred in
connection with the registration of the Registrable Securities.


 


9.                                       Indemnification


 


(a)                                  The
Issuers, jointly and severally, agree to indemnify and hold harmless each
Holder of Registrable Securities covered by a Registration Statement, the
officers, directors, employees and agents of each such person, and each person,
if any, who controls any such person within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act (each, a “Participant”),
from and against any and all losses, claims, damages, judgments, liabilities
and expenses (including, without limitation, the reasonable legal fees and
other expenses actually incurred in connection with any suit, action or
proceeding or any claim asserted) caused by, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (as amended
or supplemented if the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the case of the Prospectus in the light of the circumstances under which
they were made, not misleading, except insofar as such losses, claims, damages
or liabilities are caused by, arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon


 


18

















 


and in conformity with information relating to any Participant
furnished to the Issuers in writing by such Participant expressly for use
therein; provided that the Issuers will not be liable if such untrue
statement or omission or alleged untrue statement or omission was contained or
made in any preliminary prospectus and corrected in the final Prospectus or any
amendment or sup­plement thereto and any such loss, liability, claim, or damage
or expense suffered or incurred by the Participants resulted from any action,
claim or suit by any person who purchased Reg­istrable Securities or Exchange
Notes which are the subject thereof from such Participant and it is established
in the related pro­ceeding that such Participant failed to deliver or provide a
copy of the final Prospectus (as amended or supplemented) to such person with
or prior to the confirmation of the sale of such Registrable Securities or
Exchange Notes sold to such person if required by applicable law, unless such
failure to deliver or provide a copy of the Prospectus (as amended or
supplemented) was a result of noncompliance by the Issuers with Section 7
of this Agreement.


 


(b)                                 Each
Participant agrees, severally and not jointly, to indemnify and hold harmless
the Issuers, their respective directors, their respective officers who sign the
Registration Statement and their respective employees and agents and each
person who controls the Issuers within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuers to each Participant, but only with
reference to information relating to such Participant furnished to the Issuers
in writing by such Participant expressly for use in any Registration Statement
or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus.  The liability of any
Participant under this paragraph shall in no event exceed the proceeds received
by such Participant from sales of Registrable Securities or Exchange Notes
giving rise to such obligations.


 


(c)                                  If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the “Indemnified Person”) shall promptly
notify the persons against whom such indemnity may be sought (the “Indemnifying
Persons”) in writing, and the Indemnifying Persons, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may reasonably designate in such proceed­ing and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify
the Indemnifying Persons shall not relieve any of them of any obligation or
liability which any of them may have hereunder or otherwise except to the
extent it is materially prejudiced by such failure.  In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such coun­sel
shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Persons and the Indemnified Person shall have mutually agreed to
the contrary, (ii) the Indemnifying Persons shall


 


19

















 


have failed within a reasonable period of time to retain counsel
reasonably satisfactory to the Indemnified Person or (iii) the named
parties in any such proceeding (including any impleaded parties) include both
any Indemnifying Person and the Indemnified Person or any affiliate thereof and
repre­sentation of both parties by the same counsel would be inappro­priate due
to actual or potential conflicting interests between them.  It is understood that, unless there exists a
conflict among Indemnified Persons, the Indemnifying Persons shall not, in
connection with such proceeding or separate but substan­tially similar related
proceeding in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Participants
and such control persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and
Exchange Notes sold by all such Participants and any such separate firm for the
Issuers, their directors, their officers and such control Persons of the
Issuers shall be designated in writing by the Issuers and shall be reasonably
acceptable to the Holders.  The
Indemnifying Persons shall not be liable for any settlement of any proceeding
effected without their prior written consent (which consent shall not be
unreasonably with­held or delayed), but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff for which the Indemnified
Person is entitled to indemnification pursuant to this Agreement, each of the
Indemnifying Persons agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested an Indemnifying
Person to reimburse the Indemnified Person for reasonable fees and expenses
actually incurred by counsel as contemplated by the third sentence of this
paragraph, the Indemnifying Person agrees that it shall be liable for any
settlement of any pro­ceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after receipt
by such Indemnifying Person of the aforesaid request and (ii) such
Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement; provided,
however, that the Indemnifying Per­son shall not be liable for any settlement
effected without its consent pursuant to this sentence if the Indemnifying
Person is contesting, in good faith, the request for reimbursement.  No Indemnifying Person shall, without the
prior written consent of the Indemnified Persons (which consent shall not be
unreason­ably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party, or indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement (A) includes an
unconditional written release of such Indemnified Person, in form and substance
rea­sonably satisfactory to such Indemnified Person, from all lia­bility on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of such Indemnified Person.


 


20

















 


(d)                                 If
the indemnification provided for in clauses (a) and (b) of this Section 9 is
for any reason unavailable to, or insufficient to hold harmless, an Indemnified
Person in respect of any losses, claims, damages or liabilities referred to
therein, then each Indemnifying Person under such paragraphs, in lieu of
indemnifying such Indemnified Person thereunder and in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Person or Persons on the one hand and the Indemnified
Person or Persons on the other in connection with the statements or omissions
or alleged statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations.  The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Issuers on the one hand or such Participant or such
other Indemnified Person, as the case may be, on the other, the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission, and any other equitable considerations
appropriate under the circumstances.


 


(e)                                  The
parties agree that it would not be just and equitable if contribution pursuant
to this Section 9 were determined by pro  rata allocation (even if
the Participants were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Person as a result
of the losses, claims, damages, judgments, liabilities and expenses referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any reasonable legal or other expenses
actually incurred by such Indemnified Person in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this Section 9, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable
Securities or Exchange Notes, as the case may be, exceeds the amount of any
damages that such Participant has otherwise been required to pay or has paid by
reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


(f)                                    Any
losses, claims, damages, liabilities or expenses for which an Indemnified
Person is entitled to indemnification or contribution under this Section 9
shall be paid by the Indemnifying Persons to the Indemnified Person as such
losses, claims, damages, liabilities or expenses are incurred.  The indemnity and contribution agreements
contained in this Section 9 and the representations and warranties of the
Issuers set forth in this Agreement shall remain operative and in full force
and effect, regardless of (i) any investigation made by


 


21

















 


or on behalf of any Holder or any person who controls a Holder, the
Issuers and their directors, officers, employees or agents or any person
controlling the Issuers, and (ii) any termination of this Agreement.


 


(g)                                 The
indemnity and contribution agreements contained in this Section 9 will be in
addition to any liability which the Indemnifying Persons may otherwise have to
the Indemnified Persons referred to above.


 


10.                                 Rule 144 and 144A


 


The Issuers covenant that, so long as Registrable
Securities remain outstanding, they will file the reports required to be filed
by them under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner and, if at any
time the Issuers are not required to file such reports, the Issuers will, upon
the request of any Holder of Registrable Securities, make publicly available
annual reports and such information, documents and other reports of the type
specified in Sections 13 and 15(d) of the Exchange Act.  The Issuers further covenant, for so long as
any Registrable Securities remain outstanding, to make available to any Holder
or beneficial owner of Registrable Securities in connection with any sale
thereof and any prospective purchaser of such Registrable Securities from such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A.


 


11.                                 Suspension of Registration


 


The obligations of the Issuers set forth in Sections 2
and 4 hereof are subject to the following limitations, conditions and
qualifications:


 


Subject to the next sentence of this paragraph, the
Issuers shall be entitled to postpone, for a reasonable period of time, the
filing or effectiveness of, or suspend the rights of any Holders to make sales
pursuant to, any Registration otherwise required to be prepared, filed and made
and kept effective by them hereunder; provided, however, that the
duration of such postponement or suspension may not exceed the earlier to occur
of (A) 15 days after the cessation of the circumstances described in the next
sentence of this paragraph on which such postponement or suspension is based or
(B) 60 days after the date of the determination of the Boards of Directors referred
to in the next sentence, and the duration of any such postponement or
suspension shall be excluded from the calculation of the time periods described
in Sections 2 and 4 hereof.  Such
postponement or suspension may only be effected if the Board of Directors of
the Company determines in good faith that the filing or effectiveness of, or
sales pursuant to, such Registration would materially impede, delay or
interfere with any financing, offer or sale of securities, acquisition,
corporate reorganization or other significant transaction involving any Issuer
or any of their affiliates or require disclosure of material information


 


22

















 


which any Issuer has a bona fide business purpose for preserving as
confidential.  If the Issuers shall so
postpone the filing or effectiveness of a Registration or so suspend the rights
of Holders to make sales it shall, as promptly as possible, notify any selling
Holders of such determination, and the time periods set forth in Sections 2 and
4 shall be extended by a time period equal to the number of days of the
postponement or suspension.  There shall
be no more than two such postponements or suspensions (not to exceed 60 days in
the aggregate) in any one calendar year.


 


12.                                 Miscellaneous


 


(a)                                  No Inconsistent Agreements.  No Issuer has entered, as of the date
hereof, into any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof.  No Issuer has entered into any agreement
with respect to any of its securities which will grant to any person piggyback
rights with respect to a Registration Statement required to be filed by the
Issuers pursuant to this Agreement.


 


(b)                                 Adjustments Affecting Registrable
Securities.  None of the Issuers
shall knowingly, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of
the Holders of Registrable Securities to include such Registrable Securities in
a registration undertaken pursuant to this Agreement.


 


(c)                                  Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Issuers have obtained the written consent of Holders of at
least a majority of the then outstanding aggregate principal amount of Registrable
Securities.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or
compromise the rights of other Holders of Registrable Securities may be given
by Holders of at least a majority in aggregate principal amount of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided that the provisions of this sentence may not be
amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence.


 


(d)                                 Notices.  All
notices and other communications (including without limitation any notices or
other communications to the Trustee) provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, next-day air
courier or telecopier:


 


23

















 


(i)                                     if
to a Holder of the Registrable Securities, at the most current address given by
such Lenders to the Company in accordance with the provisions of this Section
12(d), with a copy in like manner to the Holders as follows:


 


Bankers Trust Corporation

The Chase Manhattan Bank

Banc of America Bridge LLC

c/o Bankers Trust Corporation

One Bankers Trust Plaza

130 Liberty Plaza

New York, New York  10006

Facsimile No.:  (212) 669-1533

Attention:  Bruce Tully


 


with a copy to:


 


Cahill Gordon &
Reindel

80 Pine Street

New York, New York  10005

Facsimile No.:  (212) 269-5420

Attention:  John A. Tripodoro, Esq.


Luis R. Penalver, Esq.


 


(ii)                                  if
to the Issuers as follows:


 


c/o Vertis, Inc.

250 W. Pratt Street

18th Floor

Baltimore, MD  21201

Facsimile No.:  (410) 528-9287

Attention:  General Counsel


 


with a copy to:


 


Sullivan & Cromwell
LLP

125 Broad Street

New York, New York  10004

Facsimile No.:  (212) 558-3588

Attention:  Robert E. Buckholz, Jr.,
Esq.


 


All such notices and
communications shall be deemed to have been duly given:  when delivered by hand, if personally
delivered; five business days after being deposited in


 


24

















 


the mail, postage
prepaid, if mailed; one business day after being timely delivered to a next-day
air courier; and when receipt is acknowledged by the addressee, if telecopied.


 


Copies of all such
notices, demands or other communications shall be concurrently delivered by the
person giving the same to the trustee under the Indenture at the address
specified in such Indenture.


 


(e)                                  Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders of Registrable Securities, provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Indenture.


 


(f)                                    Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(g)                                 Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(h)                                 Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.  EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


(i)                                     Severability. 
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their reasonable best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. 
It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


25

















 


(j)                                     Joint and Several Obligations.  Each of the obligations of the Issuers under
this Agreement shall be joint and several obligations of each of them.


 


(k)                                  Securities Held by the Issuers or
Their Affiliates.  Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuers or
their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


26

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  VERTIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  PRINTCO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT CHEMICALS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERON GROUP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
					



 


27

















 


	
   

  	
  BIG
  FLOWER DIGITAL SERVICES

  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIG FLOWER DIGITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  BIG FLOWER DIGITAL SERVICES

  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  
	
   

  	
   

  	
  Name: John V. Howard,
  Jr.

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


28

















 


	
   

  	
  LENDERS / HOLDERS OF
  NOTES:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST CORPORATION,

  on behalf of the Holders of Notes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pineiro

  	
   

  
	
   

  	
   

  	
  Name: John Peneiro

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  JP MORGAN CHASE BANK,

  on behalf of the Holders of Notes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANC
  OF AMERICA BRIDGE LLC

  on behalf of the Holders of Notes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Paul Trapani,
  III

  	
   

  
	
   

  	
   

  	
  Name: S. Paul Trapani,
  III

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


29