Exhibit 10.5


 


TERMINATION AGREEMENT


 


THIS TERMINATION AGREEMENT (this
“Agreement”) is
made and entered into as of November 25, 2005, among MANUFACTURERS AND
TRADERS TRUST COMPANY, not individually but solely as trustee (the “Trustee”) under the
Indenture (as hereinafter defined), VERTIS RECEIVABLES, LLC (“VR”), and VERTIS, INC. (“Vertis”
or the “Servicer”).


 


STATEMENT OF FACTS


 


I.                 Pursuant to that certain Receivables Purchase
Agreement, dated as of December 9, 2002 (the “Existing Receivables Purchase Agreement”) between
VR, Vertis and certain subsidiaries of Vertis (collectively, the “Sellers”), VR has
purchased from time to time from the Sellers certain receivables and related
assets resulting from the sale of goods or the provision of services to
customers of the Sellers (collectively, the “Receivables”).


 


II.             VR, as issuer, Vertis, as Servicer and the
Trustee have entered into an Amended and Restated Indenture and Servicing
Agreement (the “Indenture”) dated
as of December 9, 2002, which provides for, among other things, the
issuance of certain Notes and the pledge of the Receivables and certain other
collateral to Trustee for the benefit of Noteholders under the Indenture.


 


III.         Pursuant to Consent Agreements dated as of November, 2005 with each
Noteholder, VR has made arrangements to pay amounts to each Noteholder which
such Noteholders have acknowledged constitute payment in full of all amounts
owned to the Noteholders under the Indenture and the Notes and each Noteholder
has delivered its Notes for cancellation to the Trustee. VR therefore desires
to make arrangements with the Trustee to terminate the Indenture and release
the security interest and lien of the Trustee in the Collateral


 


STATEMENT OF TERMS


 


NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.               Definitions. Unless otherwise expressly defined herein,
all capitalized terms used herein shall have the respective meanings given such
terms in the Indenture.


 


2.               Release of Collateral. (a) The Trustee, on behalf of the
Noteholders and the Indemnified Parties, does hereby release and terminate and
any all liens, security interests and other encumbrances on all of the
Collateral and any other assets and properties of VR. VR hereby agrees that VR shall
have no recourse against the Trustee or any Noteholder or Indemnified Party
with respect to the Collateral or any portion thereof released hereunder.


 


(b)         Each party hereto agrees that, at any time and from time to time, upon
the written request of any other party hereto, it will execute, authorize and
deliver such further documents


 

















 


IN WITNESS, each of the
parties hereto, by their respective duly authorized signatories, has executed
and delivered this Agreement as of the date first above written.


 


 


	
   

  	
  MANUFACTURERS AND TRADERS
  TRUST

  
	
   

  	
  COMPANY, not in its
  individual capacity but

  
	
   

  	
  solely as Trustee under
  the Indenture on

  
	
   

  	
  behalf of the Noteholders

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Steven J. Wattie

  	
   

  
	
   

  	
   

  	
  Name:

  	
  STEVEN J. WATTIE

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTIS RECEIVABLES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald E. Roland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald E. Roland

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald E. Roland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald E. Roland

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman & CEO

  	
   

  
											



 


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