Exhibit
10.6


 


PLEDGE
AGREEMENT


 


This
PLEDGE AGREEMENT, dated as of July 17, 2008 (together with all amendments,
if any, from time to time hereto, this “Agreement”) between USA DIRECT,
LLC, a Delaware limited liability company (the “Pledgor”) and GENERAL ELECTRIC
CAPITAL CORPORATION in its capacity as Agent for Lenders (“Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Senior Secured Priming and Superpriority
Debtor-In-Possession Credit Agreement, dated as of the date hereof, by and
among Vertis, Inc., as Borrower, Pledgor, the other Persons named therein
as Credit Parties, Agent and the Persons signatory thereto from time to time as
Lenders (including all annexes, exhibits and schedules thereto, and as from
time to time amended, restated, supplemented or otherwise modified (the “Credit
Agreement”), the Lenders have agreed to make Loans to, and incur Letter of
Credit Obligations for the benefit of, Borrower;


 


WHEREAS,
Pledgor is the record and beneficial owner of the shares of Stock listed in Part A
of Schedule I hereto and the owner of the promissory notes and
Instruments listed in Part B of Schedule I hereto;


 


WHEREAS,
Pledgor benefits from the credit facilities made available to Borrower under
the Credit Agreement; and


 


WHEREAS,
in order to induce Agent and Lenders to make the Loans and to incur the Letter
of Credit Obligations as provided for in the Credit Agreement, Pledgor has
agreed to pledge the Pledged Collateral to Agent in accordance herewith.


 


NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained and to induce Lenders to make Loans and to incur Letter of Credit
Obligations under the Credit Agreement, it is agreed as follows:


 


1.             Definitions.  Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined, and the
following shall have (unless otherwise provided elsewhere in this Agreement)
the following respective meanings (such meanings being equally applicable to
both the singular and plural form of the terms defined):


 


“Bankruptcy
Code” means title 11, United States Code, as amended from time to time, and
any successor statute thereto.


 


“Instrument”
has the meaning assigned to such term in the Credit Agreement.


 

















 


“Investment
Property” has the meaning assigned to such term in the Credit Agreement.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 2
hereof.


 


“Pledged
Entity” means an issuer of Pledged Shares or Pledged Indebtedness.


 


“Pledged
Indebtedness” means the Indebtedness evidenced by promissory notes and
Instruments listed on Part B of Schedule I hereto;


 


“Pledged
Shares” means those shares listed on Part A of Schedule I
hereto.


 


“Secured
Obligations” has the meaning assigned to such term in Section 3
hereof.


 


2.             Pledge.  Pledgor hereby pledges to Agent, and grants
to Agent for itself and the benefit of Lenders, a first priority security
interest in all of the following (collectively, the “Pledged Collateral”):


 


(a)   the
Pledged Shares and the certificates representing the Pledged Shares, and all
dividends, distributions, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Shares; and


 


(b)   such
portion, as determined by Agent as provided in Section 6(d) below,
of any additional shares of stock of a Pledged Entity from time to time
acquired by Pledgor in any manner (which shares shall be deemed to be part of
the Pledged Shares), and the certificates representing such additional shares,
and all dividends, distributions, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Stock; and


 


(c)   the
Pledged Indebtedness and the promissory notes or instruments evidencing the
Pledged Indebtedness, and all interest, cash, instruments and other property
and assets from time to time received, receivable or otherwise distributed in
respect of the Pledged Indebtedness; and


 


(d)   all
Investment Property and any instruments evidencing the Investment Property, and
all interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the Investment
Property; and


 


(e)   all
additional Indebtedness arising after the date hereof and owing to Pledgor and
evidenced by promissory notes or other instruments, together with such
promissory notes and instruments,  and
all interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of that Pledged
Indebtedness.


 


3.             Security
for Obligations.  This Agreement
secures, and the Pledged Collateral is security for, the prompt payment in full
when due, whether at stated maturity, by acceleration or otherwise, and
performance of all Obligations of any kind under or in connection with the
Credit Agreement and the other Loan Documents and all obligations of Pledgor
now or hereafter


 


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existing under this Agreement including, without
limitation, all fees, costs and expenses whether in connection with collection
actions hereunder or otherwise (collectively, the “Secured Obligations”).


 


4.             Delivery
of Pledged Collateral.  All
certificates and all promissory notes and instruments evidencing the Pledged
Collateral shall be delivered to and held by or on behalf of Agent, for itself
and the benefit of Lenders, pursuant hereto. 
All Pledged Shares shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Agent and all promissory notes or other instruments evidencing the Pledged
Indebtedness shall be endorsed by Pledgor.


 


5.             Representations
and Warranties.  Pledgor represents
and warrants to Agent that:


 


(a)   Pledgor
is, and at the time of delivery of the Pledged Shares to Agent will be, the
sole holder of record and the sole beneficial owner of such Pledged Collateral
pledged by Pledgor free and clear of any Lien thereon or affecting the title
thereto, except for any Lien created by this Agreement and any Liens permitted
under the Credit Agreement;  Pledgor is
and at the time of delivery of the Pledged Indebtedness to Agent will be, the
sole owner of such Pledged Collateral free and clear of any Lien thereon or
affecting title thereto, except for any Lien created by this Agreement and any
Liens permitted under the Credit Agreement;


 


(b)   All
of the Pledged Shares have been duly authorized, validly issued and are fully
paid and non-assessable;  the Pledged
Indebtedness has been duly authorized, authenticated or issued and delivered
by, and is the legal, valid and binding obligations of, the Pledged Entities,
and no such Pledged Entity is in default thereunder;


 


(c)   Pledgor
has the right and requisite authority to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral pledged by Pledgor to Agent  as provided herein;


 


(d)   None
of the Pledged Shares or Pledged Indebtedness has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject;


 


(e)   All
of the Pledged Shares are presently owned by Pledgor, and, other than as
described on Schedule I hereto, are presently represented by the
certificates listed on Part A of Schedule I hereto.  As of the date hereof, there are no existing
options, warrants, calls or commitments of any character whatsoever relating to
the Pledged Shares;


 


(f)    No
consent, approval, authorization or other order or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is
required (i) for the pledge by Pledgor of the Pledged Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement by Pledgor, or (ii) for the exercise by Agent of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of
securities generally;


 


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(g)   The
entry of the Interim Order and/or the Final Order, as applicable, or the
pledge, assignment and delivery of the Pledged Collateral pursuant to this
Agreement will create a valid first priority Lien on and a first priority
perfected security interest in favor of the Agent for the benefit of Agent and
Lenders in the Pledged Collateral and the proceeds thereof, securing the
payment of the Secured Obligations, subject to no other Lien other than Liens
permitted under the Credit Agreement;


 


(h)   This
Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor enforceable
against Pledgor in accordance with its terms except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and the effects of general principles of equity;


 


(i)    The
Pledged Shares constitute 100% of the issued and outstanding shares of Stock of
each Pledged Entity; and


 


(j)    Except
as disclosed on Part B of Schedule I, none of the Pledged
Indebtedness is subordinated in right of payment to other Indebtedness (except
for the Secured Obligations) or subject to the terms of an indenture.


 


The
representations and warranties set forth in this Section 5 shall
survive the execution and delivery of this Agreement.


 


6.             Covenants.  Pledgor covenants and agrees that until the
Termination Date:


 


(a)   Without
the prior written consent of Agent, Pledgor will not sell, assign, transfer,
pledge, or otherwise encumber any of its rights in or to the Pledged
Collateral, or any unpaid dividends, interest or other distributions or
payments with respect to the Pledged Collateral or grant a Lien in the Pledged
Collateral, unless otherwise expressly permitted by the Credit Agreement;


 


(b)   Pledgor
will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as Agent from time to time may reasonably
request in order to ensure to Agent and Lenders the benefits of the Liens in
and to the Pledged Collateral intended to be created by this Agreement,
including the filing of any necessary Code financing statements, which may be
filed by Agent with or (to the extent permitted by law) without the signature
of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining
all necessary approvals and making all necessary filings under federal, state,
local or foreign law in connection with such Liens or any sale or transfer of
the Pledged Collateral;


 


(c)   Pledgor
has and will defend the title to the Pledged Collateral and the Liens of Agent
in the Pledged Collateral against the claim of any Person and will maintain and
preserve such Liens; and


 


(d)   Pledgor
will, upon obtaining ownership of any additional Stock or promissory notes or
instruments of a Pledged Entity or Stock or promissory notes or instruments
otherwise required to be pledged to Agent pursuant to any of the Loan
Documents, which Stock, notes or


 


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instruments are not already Pledged Collateral, promptly (and in any
event within three (3) Business Days) deliver to Agent a Pledge Amendment,
duly executed by Pledgor, in substantially the form of Schedule II
hereto (a “Pledge Amendment”) in respect of any such additional Stock,
notes or instruments, pursuant to which Pledgor shall pledge to Agent all of
such additional Stock, notes and instruments. 
Pledgor hereby authorizes Agent to attach each Pledge Amendment to this
Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on
any Pledge Amendment delivered to Agent shall for all purposes hereunder be
considered Pledged Collateral.


 


7.             Pledgor’s
Rights.  As long as no Default or
Event of Default shall have occurred and be continuing and until written notice
shall be given to Pledgor in accordance with Section 8(a) hereof:


 


(a)   Pledgor
shall have the right, from time to time, to vote and give consents with respect
to the Pledged Collateral, or any part thereof for all purposes not
inconsistent with the provisions of this Agreement, the Credit Agreement or any
other Loan Document; provided, however, that no vote shall be
cast, and no consent shall be given or action taken, which would have the
effect of impairing the position or interest of Agent in respect of the Pledged
Collateral or which would authorize, effect or consent to (unless and to the extent
expressly permitted by the Credit Agreement):


 


(i)            the
dissolution or liquidation, in whole or in part, of a Pledged Entity;


 


(ii)           the
consolidation or merger of a Pledged Entity with any other Person;


 


(iii)          the sale, disposition or encumbrance of all
or substantially all of the assets of a Pledged Entity, except for Liens in
favor of Agent;


 


(iv)          any
change in the authorized number of shares, the stated capital or the authorized
share capital of a Pledged Entity or the issuance of any additional shares of
its Stock; or


 


(v)           the
alteration of the voting rights with respect to the Stock of a Pledged Entity;
and


 


(b)           (i)            Pledgor shall be
entitled, from time to time, to collect and receive for its own use all cash
dividends and interest paid in respect of the Pledged Shares and Pledged
Indebtedness to the extent not in violation of the Credit Agreement other
than any and all: (A) dividends and interest paid or payable other
than in cash in respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral;  (B) dividends
and other distributions paid or payable in cash in respect of any Pledged
Shares in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in capital of a
Pledged Entity; and (C) cash paid, payable or otherwise distributed, in
respect of principal of, or in redemption of, or in exchange for, any Pledged
Collateral; provided, however, that until actually paid all
rights to such distributions shall remain subject to the Lien created by this
Agreement; and


 


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(ii)           all dividends and
interest (other than such cash dividends and interest as are permitted to be
paid to Pledgor in accordance with clause  (i) above) and all
other distributions in respect of any of the Pledged Shares or Pledged
Indebtedness, whenever paid or made, shall be delivered to Agent to hold as
Pledged Collateral and shall, if received by Pledgor, be received in trust for
the benefit of Agent, be segregated from the other property or funds of
Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same
form as so received (with any necessary endorsement).


 


8.             Defaults
and Remedies; Proxy.


 


(a)   Upon
the occurrence of an Event of Default and during the continuation of such Event
of Default, and concurrently with written notice to Pledgor, Agent (personally
or through an agent) is hereby authorized and empowered to transfer and
register in its name or in the name of its nominee the whole or any part of the
Pledged Collateral, to exchange certificates or instruments representing or
evidencing Pledged Collateral for certificates or instruments of smaller or
larger denominations, to exercise the voting and all other rights as a holder
with respect thereto, to collect and receive all cash dividends, interest,
principal and other distributions made thereon, to sell in one or more sales
after ten (10) days’ notice of the time and place of any public sale or of
the time at which a private sale is to take place (which notice Pledgor agrees
is commercially reasonable) the whole or any part of the Pledged Collateral and
to otherwise act with respect to the Pledged Collateral as though Agent was the
outright owner thereof.  Any sale shall
be made at a public or private sale at Agent’s place of business, or at any
place to be named in the notice of sale, either for cash or upon credit or for
future delivery at such price as Agent may deem fair, and Agent may be the
purchaser of the whole or any part of the Pledged Collateral so sold and hold
the same thereafter in its own right free from any claim of Pledgor or any
right of redemption.  Each sale shall be made
to the highest bidder, but Agent reserves the right to reject any and all bids
at such sale which, in its discretion, it shall deem inadequate.  Demands of performance, except as otherwise
herein specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder may be
conducted by an auctioneer or any officer or agent of Agent.  PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE
PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL
POWER OF SUBSTITUTION TO DO SO.  THE
APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE.  IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED
SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE
THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO
WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR
WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF
SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE,
AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF
ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON
(INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF),
UPON THE


 


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OCCURRENCE OF AN EVENT OF DEFAULT. 
NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE
ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE
TO DO SO OR FOR ANY DELAY IN DOING SO.


 


(b)   If,
at the original time or times appointed for the sale of the whole or any part
of the Pledged Collateral, the highest bid, if there be but one sale, shall be
inadequate to discharge in full all the Secured Obligations, or if the Pledged
Collateral be offered for sale in lots, if at any of such sales, the highest bid
for the lot offered for sale would indicate to Agent, in its discretion, that
the proceeds of the sales of the whole of the Pledged Collateral would be
unlikely to be sufficient to discharge all the Secured Obligations, Agent may,
on one or more occasions and in its discretion, postpone any of said sales by
public announcement at the time of sale or the time of previous postponement of
sale, and no other notice of such postponement or postponements of sale need be
given, any other notice being hereby waived; provided, however,
that any sale or sales made after such postponement shall be after ten (10) days’
notice to Pledgor.


 


(c)   If,
at any time when Agent in its sole discretion determines, following the
occurrence and during the continuance of an Event of Default, that, in
connection with any actual or contemplated exercise of its rights (when
permitted under this Section 8) to sell the whole or any part of
the Pledged Shares hereunder, it is necessary or advisable to effect a public
registration of all or part of the Pledged Collateral pursuant to the
Securities Act of 1933, as amended (or any similar statute then in effect) (the
“Act”), Pledgor shall, in an expeditious manner, cause the Pledged
Entities to:


 


(i)            Use
commercially reasonable efforts to prepare and file with the Securities and
Exchange Commission (the “Commission”) a registration statement with
respect to the Pledged Shares and in good faith use commercially reasonable
efforts to cause such registration statement to become and remain effective;


 


(ii)           Use
commercially reasonable efforts to prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Act with respect
to the sale or other disposition of the Pledged Shares covered by such
registration statement whenever Agent shall desire to sell or otherwise dispose
of the Pledged Shares;


 


(iii)          Use commercially reasonable efforts to
furnish to Agent such numbers of copies of a prospectus and a preliminary
prospectus, in conformity with the requirements of the Act, and such other
documents as Agent may request in order to facilitate the public sale or other
disposition of the Pledged Shares by Agent;


 


(iv)          Use
commercially reasonable efforts to register or qualify the Pledged Shares
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions within the United States and Puerto Rico as Agent
shall request, and do such other reasonable acts and things as may be required
of it to enable Agent to consummate the public sale or other disposition in
such jurisdictions of the Pledged Shares by Agent;


 


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(v)           Furnish,
at the request of Agent, on the date that shares of the Pledged Collateral are
delivered to the underwriters for sale pursuant to such registration or, if the
security is not being sold through underwriters, on the date that the
registration statement with respect to such Pledged Shares becomes effective, (A) an
opinion, dated such date, of the independent counsel representing such
registrant for the purposes of such registration, addressed to the
underwriters, if any, and in the event the Pledged Shares are not being sold
through underwriters, then to Agent, in customary form and covering matters of
the type customarily covered in such legal opinions; and (B) a comfort
letter, dated such date, from the independent certified public accountants of
such registrant, addressed to the underwriters, if any, and in the event the
Pledged Shares are not being sold through underwriters, then to Agent, in a
customary form and covering matters of the type customarily covered by such
comfort letters and as the underwriters or Agent shall reasonably request.  The opinion of counsel referred to above
shall additionally cover such other legal matters with respect to the
registration in respect of which such opinion is being given as Agent may
reasonably request.  The letter referred
to above from the independent certified public accountants shall additionally
cover such other financial matters (including information as to the period
ending not more than five (5) Business Days prior to the date of such
letter) with respect to the registration in respect of which such letter is
being given as Agent may reasonably request; and


 


(vi)          Otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable but not later than 18 months after the effective
date of the registration statement, an earnings statement covering the period
of at least 12 months beginning with the first full month after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Act.


 


(d)   All
expenses incurred in complying with Section 8(c) hereof,
including, without limitation, all filing fees (including all expenses incident
to filing with the National Association of Securities Dealers, Inc.),
printing expenses, fees and disbursements of counsel for the registrant, the
fees and expenses of counsel for Agent, expenses of the independent certified
public accountants (including any special audits incident to or required by any
such registration) and expenses of complying with the securities or blue sky
laws or any jurisdictions, shall be paid by Pledgor.


 


(e)   If,
at any time when Agent shall determine to exercise its right to sell the whole
or any part of the Pledged Collateral hereunder, such Pledged Collateral or the
part thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Act, Agent may, in its discretion (subject only to
applicable requirements of law), sell such Pledged Collateral or part thereof
by private sale in such manner and under such circumstances as Agent may deem
necessary or advisable, but subject to the other requirements of this Section 8,
and shall not be required to effect such registration or to cause the same to
be effected.  Without limiting the
generality of the foregoing, in any such event, Agent in its discretion (x) may,
in accordance with applicable securities laws, proceed to make such private
sale notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have been
filed under said Act (or similar statute), (y) may approach and negotiate
with a single possible purchaser to effect such sale, and (z) may restrict
such sale to a purchaser who is an


 


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accredited investor under the Act and who will represent and agree that
such purchaser is purchasing for its own account, for investment and not with a
view to the distribution or sale of such Pledged Collateral or any part
thereof.  In addition to a private sale
as provided above in this Section 8, if any of the Pledged
Collateral shall not be freely distributable to the public without registration
under the Act (or similar statute) at the time of any proposed sale pursuant to
this Section 8, then Agent shall not be required to effect such
registration or cause the same to be effected but, in its discretion (subject
only to applicable requirements of law), may require that any sale hereunder
(including a sale at auction) be conducted subject to restrictions:


 


(i)            as
to the financial sophistication and ability of any Person permitted to bid or
purchase at any such sale;


 


(ii)           as
to the content of legends to be placed upon any certificates representing the
Pledged Collateral sold in such sale, including restrictions on future transfer
thereof;


 


(iii)          as to the representations required to be made
by each Person bidding or purchasing at such sale relating to that Person’s
access to financial information about Pledgor and such Person’s intentions as
to the holding of the Pledged Collateral so sold for investment for its own
account and not with a view to the distribution thereof; and


 


(iv)          as
to such other matters as Agent may, in its discretion, deem necessary or
appropriate in order that such sale (notwithstanding any failure so to
register) may be effected in compliance with the Bankruptcy Code and other laws
affecting the enforcement of creditors’ rights and the Act and all applicable
state securities laws.


 


(f)    Pledgor
recognizes that Agent may be unable to effect a public sale of any or all the
Pledged Collateral and may be compelled to resort to one or more private sales
thereof in accordance with clause (e) above.  Pledgor also acknowledges that any such
private sale may result in prices and other terms less favorable to the seller
than if such sale were a public sale and, notwithstanding such circumstances,
agrees that any such private sale shall not be deemed to have been made in a
commercially unreasonable manner solely by virtue of such sale being
private.  Agent shall be under no
obligation to delay a sale of any of the Pledged Collateral for the period of
time necessary to permit the Pledged Entity to register such securities for
public sale under the Act, or under applicable state securities laws, even if
Pledgor and the Pledged Entity would agree to do so.


 


(g)   Pledgor
agrees to the maximum extent permitted by applicable law that following the
occurrence and during the continuance of an Event of Default it will not at any
time plead, claim or take the benefit of any appraisal, valuation, stay,
extension, moratorium or redemption law now or hereafter in force in order to
prevent or delay the enforcement of this Agreement, or the absolute sale of the
whole or any part of the Pledged Collateral or the possession thereof by any
purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws
to the extent it lawfully may do so. 
Pledgor agrees that it will not interfere with any right, power and
remedy of Agent provided for in this Agreement or now or hereafter existing at
law or in equity or by statute or otherwise, or the exercise or beginning of
the exercise by Agent of any one or more of such rights, powers or
remedies.  No failure or delay on the
part of Agent to exercise any such


 


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right, power or remedy and no notice or demand which may be given to or
made upon Pledgor by Agent with respect to any such remedies shall operate as a
waiver thereof, or limit or impair Agent’s right to take any action or to
exercise any power or remedy hereunder, without notice or demand, or prejudice
its rights as against Pledgor in any respect.


 


(h)   Pledgor
further agrees that a breach of any of the covenants contained in this Section 8
will cause irreparable injury to Agent, that Agent shall have no adequate
remedy at law in respect of such breach and, as a consequence, agrees that each
and every covenant contained in this Section 8 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives and agrees
not to assert any defenses against an action for specific performance of such
covenants except for a defense that the Secured Obligations are not then due
and payable in accordance with the agreements and instruments governing and
evidencing such obligations.


 


9.             Waiver.  No delay on Agent’s part in exercising any
power of sale, Lien, option or other right hereunder, and no notice or demand
which may be given to or made upon Pledgor by Agent with respect to any power
of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair Agent’s right to take any action or to exercise any
power of sale, Lien, option, or any other right hereunder, without notice or
demand, or prejudice Agent’s rights as against Pledgor in any respect.


 


10.           Assignment.  Agent may assign, endorse or transfer any
instrument evidencing all or any part of the Secured Obligations as provided
in, and in accordance with, the Credit Agreement, and the holder of such
instrument shall be entitled to the benefits of this Agreement.


 


11.           Termination.  Immediately following the Termination Date,
Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the
time subject to this Agreement and all instruments of assignment executed in
connection therewith, free and clear of the Liens hereof and, except as
otherwise provided herein, all of Pledgor’s obligations hereunder shall at such
time terminate.


 


12.           Lien
Absolute.  All rights of Agent
hereunder, and all obligations of Pledgor hereunder, shall be absolute and
unconditional irrespective of:


 


(a)   any
lack of validity or enforceability of the Credit Agreement, any other Loan
Document or any other agreement or instrument governing or evidencing any
Secured Obligations;


 


(b)   any
change in the time, manner or place of payment of, or in any other term of, all
or any part of the Secured Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement,  any other Loan Document or any other
agreement or instrument governing or evidencing any Secured Obligations;


 


(c)   any
exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or
any of the Secured Obligations;


 


(d)   the
insolvency of any Credit Party; or


 


10

















 


(e)   any
other circumstance which might otherwise constitute a defense available to, or
a discharge of, Pledgor.


 


13.           Release.  Pledgor consents and agrees that Agent may at
any time, or from time to time, in its discretion:


 


(a)   renew,
extend or change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Secured Obligations; and


 


(b)   exchange,
release and/or surrender all or any of the Collateral (including the Pledged
Collateral), or any part thereof, by whomsoever deposited, which is now or may
hereafter be held by Agent in connection with all or any of the Secured
Obligations; all in such manner and upon such terms as Agent may deem proper,
and without notice to or further assent from Pledgor, it being hereby agreed
that Pledgor shall be and remain bound upon this Agreement, irrespective of the
value or condition of any of the Collateral, and notwithstanding any such
change, exchange, settlement, compromise, surrender, release, renewal or
extension, and notwithstanding also that the Secured Obligations may, at any
time, exceed the aggregate principal amount thereof set forth in the Credit
Agreement, or any other agreement governing any Secured Obligations.  Pledgor hereby waives notice of acceptance of
this Agreement, and also presentment, demand, protest and notice of dishonor of
any and all of the Secured Obligations, and promptness in commencing suit
against any party hereto or liable hereon, and in giving any notice to or of
making any claim or demand hereunder upon Pledgor.  No act or omission of any kind on Agent’s
part shall in any event affect or impair this Agreement.


 


14.           Reinstatement.  This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor
or any Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor’s or a Pledged Entity’s assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Secured Obligations, or any part thereof, is, pursuant
to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a “voidable
preference”, “fraudulent conveyance”, or otherwise, all as though such payment
or performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


 


15.           Miscellaneous.


 


(a)   Agent
may execute any of its duties hereunder by or through agents or employees and
shall be entitled to advice of counsel concerning all matters pertaining to its
duties hereunder.


 


(b)   Pledgor
agrees to promptly reimburse Agent for actual out-of-pocket expenses,
including, without limitation, reasonable counsel fees, incurred by Agent in
connection with the administration and enforcement of this Agreement.


 


11

















 


(c)   Neither
Agent, nor any of its respective officers, directors, employees, agents or
counsel shall be liable for any action lawfully taken or omitted to be taken by
it or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.


 


(d)   THIS
AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS
(INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE
WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON
BEHALF OF AGENT AND PLEDGOR.


 


16.           Severability.  If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those portions of
this Agreement which are valid.


 


17.           Notices.  Except as otherwise provided herein, whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give or serve upon any other a communication with respect to this Agreement,
each such notice, demand, request, consent, approval, declaration or other communication
shall be in writing and either shall be delivered in person or sent by
registered or certified mail, return receipt requested, with proper postage
prepaid, or by facsimile transmission and confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided herein:


 


If to Agent, at:


 


GENERAL
ELECTRIC CAPITAL


CORPORATION


500
West Monroe Street


Chicago,
Illinois 60661


ATTN:  Vertis, Inc., Account Officer


Fax:  (617) 607-9174


 


With a copy to:


 


GENERAL ELECTRIC CAPITAL


CORPORATION


201 Merritt 7


P.O. Box 5201


Norwalk, Connecticut 
06851


ATTN:  General Counsel


Global Sponsor Finance


Fax:  (203) 956-4216


 


12

















 


and


 


GENERAL
ELECTRIC CAPITAL


CORPORATION


500
West Monroe Street


Chicago,
Illinois 60661


ATTN:  Corporate Counsel


Global Sponsor Finance


Fax:  (312) 441-6876


 


and


 


Winston &
Strawn LLP


200
Park Avenue


New
York, NY 10166


Attn:
William D. Brewer, Esq.


Fax:
(212) 294-4700


 


and


 


Winston &
Strawn LLP


35
West Wacker Drive


Chicago,
IL 60601


Attn:
Brian I. Swett, Esq.


 Peter J. Young, Esq.


Fax:
(312) 558-5700


 


If to
Pledgor, at:


 


USA Direct, LLC


250
West Pratt Street


Baltimore,
MD  21201


ATTN:  Treasurer


Fax:  (410) 454-0887


 


13

















 


With
a copy to:


 


Weil, Gotshal & Manges LLP


767
Fifth Avenue


New
York, NY 10153


Attn: Warren T. Buhle, Esq.


Fax:
(212) 310-8007


 


or at such other address
as may be substituted by notice given as herein provided. The giving of any
notice required hereunder may be waived in writing by the party entitled to
receive such notice.  Every notice,
demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been duly served, given or delivered (a) upon
the earlier of actual receipt and three (3) Business Days after deposit in
the United States Mail, registered or certified mail, return receipt requested,
with proper postage prepaid, (b) upon transmission, when sent by telecopy
or other similar facsimile transmission (with such telecopy or facsimile
promptly confirmed by delivery of a copy by personal delivery or United States
Mail as otherwise provided in this Section 17, (c) one (1) Business
Day after deposit with a reputable overnight courier with all charges prepaid,
or (d) when delivered, if hand-delivered by messenger.  Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval,
declaration or other communication.


 


18.           Section Titles.  The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.


 


19.           Counterparts.  This Agreement may be executed in any number
of counterparts, which shall, collectively and separately, constitute one
agreement.  This Agreement may be
authenticated by manual signature, facsimile or, if approved in writing by
Agent, electronic means, all of which shall be equally valid.


 


20.           Benefit
of Lenders.  All security interests
granted or contemplated hereby shall be for the benefit of Agent and Lenders,
and all proceeds or payments realized from the Pledged Collateral in accordance
herewith shall be applied to the Obligations in accordance with the terms of
the Credit Agreement.


 


21.           Authorization.  Each Pledgor hereby irrevocably authorizes
the Agent at any time and from time to time to file in any filing office
in any Uniform Commercial Code jurisdiction any initial financing statements
and amendments thereto that (a) indicate the Pledged Collateral (i) as
all assets of such Pledgor or words of similar effect, regardless of
whether any particular asset comprised in the Pledged Collateral falls within
the scope of Article 9 of the Code or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) contain
any other information required by part 5 of Article 9 of the Code for the
sufficiency or filing office acceptance of any financing statement or
amendment, including whether such Pledgor is an organization, the type of
organization and any organization identification number issued to such


 


14

















 


Pledgor.  Each
Pledgor agrees to furnish any such information to the Agent promptly
upon request.  Each Pledgor also
ratifies its authorization for the Agent to have filed in any Uniform
Commercial Code jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof.


 


 [Signature Page Follows]


 


15

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first written above.


 


 


	
   

  	
  USA DIRECT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John V. Howard, Jr.

  
	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
  Title:

  	
  Chief Legal Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Alan Garson

  
	
   

  	
  Name:

  	
  Alan Garson

  
	
   

  	
  Its
  Duly Authorized Signatory