Exhibit 4.8


 


EXECUTION
VERSION


 


SECOND AMENDMENT TO FORBEARANCE AGREEMENT


 


This Second Amendment to Forbearance Agreement (this
“Agreement”), dated as of May 20, 2008, further amends that certain
Forbearance Agreement dated as of April 30, 2008 (as amended, the “Forbearance
Agreement”) and is entered into by and among Vertis, Inc. (the “Issuer”),
each of the undersigned entities listed as guarantors (collectively, the “Guarantors”)
and each of the undersigned holders (collectively, the “Holders”) of the
9.75% Senior Secured Second Lien Notes due 2009 (the “Notes”) issued by
the Issuer.  Each capitalized term used herein and not otherwise
defined herein shall have the meaning attributed to such term in the
Forbearance Agreement.


 


W I T N E S S E T H:


 


WHEREAS, on April 30,
2008, the Issuer, the Guarantors and certain of the Holders entered into the
Forbearance Agreement, pursuant to which those Holders agreed to forbear during
the Forbearance Period from exercising their rights and remedies under the
Indenture and from directing the Trustee to exercise any such rights and
remedies on their behalf resulting from the Existing Default and the Payment
Default; and


 


WHEREAS, the failure of
the Restructuring Agreement Execution to occur on or before 5:00 p.m. (New
York time) on May 13, 2008 (the “Restructuring Execution Deadline”)
resulted in a Forbearance Termination Event under the Forbearance Agreement;
and


 


WHEREAS, on May 14, 2008, the Issuer, the Guarantors
and the Holders entered into the First Amendment to Forbearance Agreement (the “First
Amendment”),  which amended the Forbearance Agreement by waiving the
Forbearance Termination Event thereunder and extending the Restructuring
Execution Deadline to 5:00 p.m. (New York time) on May 20, 2008; and


 


WHEREAS, due to the
ongoing discussions among the parties with respect to the Restructuring
Agreement, the Issuer and the Guarantors have requested that the Holders
continue their forbearance with respect to the Payment Default and the Existing
Default by further extending the Restructuring Execution Deadline; and


 


WHEREAS, subject to the
terms and conditions set forth herein, the Holders have agreed to continue
their forbearance and extend the Restructuring Execution Deadline to 5:00 p.m.
(New York time) on May 27, 2008.


 


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


 


SECTION 1.  Amendment to Existing Forbearance Agreement. The following
clauses of the definition of Forbearance Termination Event in Section 1 of
the Forbearance Agreement shall be hereby further amended as follows:


 


(1) clause (a) is hereby further
amended to read: “(a) the failure of the Restructuring Agreement Execution
to occur on or before 5:00 p.m. (New York time) on May 27, 2008;”;


 

















 


SECTION 2.  Conditions to Effectiveness.  The effectiveness of this Agreement shall be
subject to the satisfaction of each of the following conditions:


 


(a)           Holders
representing in the aggregate more than 75% of the outstanding principal amount
of the Notes shall have executed this Agreement;


 


(b)           the
Holders shall have received from the Issuer a duly executed counterpart of this
Agreement from each Holder, the Issuer and each Guarantor listed on the
signature pages hereto;  provided, however, that
signature pages executed by Holders shall be delivered to (a) other
Holders in a redacted form that removes such Holder’s holdings of the Notes and
(b) the Issuer, the Guarantors and advisors to the Holders in an
unredacted form; provided further, however,
that the advisors to the Holders shall not disclose the unredacted signature pages to
any Holder; and


 


(c)           (i) all
representations and warranties made by the Issuer and the Guarantors in the
Indenture, the Note and the Security Documents shall be true and correct in all
material respects on and as of the effective date of this Agreement as though
made on and as of such date (unless any such representation or warranty relates
solely to an earlier date, in which case it shall have been true and correct in
all material respects as of such earlier date); and (ii) no Default or
Event of Default (except with respect to the Existing Default and the Payment
Default) has occurred or is continuing as of the effective date of this
Agreement.


 


SECTION 3.  Representation of the Holders.  Each Holder severally
represents that it is the beneficial owner and/or investment advisor or manager
of discretionary accounts for the holders or beneficial owners of the aggregate
principal amount of the Notes set forth on the signature page hereof
beneath its name.


 


SECTION 4.  Reference to and Effect Upon the
Existing Forbearance Agreement.


 


(a)           Except as specifically amended hereby,
all terms, conditions, covenants, representations and warranties contained in
the Existing Forbearance Agreement, as amended hereby, and all rights and
obligations of the Issuer, Guarantors and Holders therein, shall remain in full
force and effect.  Each of the Issuer,
Guarantors and Holders hereby confirms that the Existing Forbearance Agreement,
as amended hereby is in full force and effect and that none of the Issuer,
Guarantors and Holders has any defenses, setoffs, recoupments, offsets, claims or
counterclaims to the obligations under the Existing Forbearance Agreement, as
amended hereby.


 


(b)           Except as expressly set forth herein,
the execution, delivery and effectiveness of this Agreement shall not directly
or indirectly (i) create any obligation to continue to defer any
enforcement action after a Default or Event of Default, (ii) constitute a
consent or waiver of any past, present or future violations of any provisions
of the Existing Forbearance Agreement, as amended hereby or (iii) amend,
modify or operate as a waiver of any provision of the Existing Forbearance
Agreement, as amended hereby. Except as expressly set forth herein, each of
Issuer, Guarantors and Holders, as applicable, reserves all of its or their
respective rights, powers, and remedies under the Existing Forbearance
Agreement, as amended hereby and/or applicable law.  All of the provisions of the Existing
Forbearance Agreement, as amended hereby, are hereby reiterated, and if ever
waived, reinstated.


 


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SECTION 5. 
Release. In consideration of the agreements of the Holders
set forth herein, each of the Issuer and each Guarantor hereby releases,
remises, acquits and forever discharges the Holders, and each of their
respective employees, agents, representatives, consultants, attorneys,
officers, directors, partners, fiduciaries, predecessors, successors and
assigns, subsidiary corporations, parent corporations and related corporate
divisions (collectively, the “Released Parties”), from any and all
actions, causes of action, judgments, executions, suits, debts, claims,
demands, liabilities, obligations, damages and expenses of any and every
character, known or unknown, direct or indirect, at law or in equity, of
whatever nature or kind, whether heretofore or hereafter arising, for or
because of any matter of things done, omitted or suffered to be done by any of
the Released Parties prior to and including the date of execution hereof, and
in any way directly or indirectly arising out of any or in any way connected to
this Agreement, the Indenture, the Note or the Security Documents
(collectively, the “Released Matters”). Each of the Issuer and each
Guarantor hereby acknowledges that the foregoing releases in this Agreement are
intended to be in full satisfaction of all or any alleged injuries or damages
arising in connection with the Released Matters. Each of the Issuer and each
Guarantor hereby represents and warrants to each Holder that it has not
purported to transfer, assign or otherwise convey any right, title or interest
in any Released Matter to any other Person and that the foregoing constitutes a
full and complete release of all Released Matters.


 


EACH
OF THE ISSUER AND EACH GUARANTOR AGREES TO ASSUME THE RISK OF ANY AND ALL
UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS,
LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND
DISCHARGED BY THIS AGREEMENT. EACH OF ISSUER AND EACH GUARANTOR WAIVES AND
RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW
OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS
OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER.


 


SECTION 6.  Costs
and Expenses.  The Issuer
agrees to pay on demand all costs and expenses of the Holders in connection
with the preparation, execution and delivery of this Agreement, including the
reasonable fees, costs and expenses of counsel for the Holders with respect
thereto.


 


SECTION 7. 
Execution in Counterparts.  This Agreement may be executed in any number
of counterparts and by different 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.  Delivery of an executed signature page to
this Agreement by facsimile transmission or otherwise transmitted or
communicated by email shall be as effective as delivery of a manually executed
counterpart of this Agreement.


 


SECTION 8. 
Integration.  This Agreement
and any agreements referred to herein constitute the entire contract among the
parties hereto relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Upon the
effectiveness of this Agreement as set forth in Section 2 hereof, this
Agreement shall be binding upon and inure to the benefit of the parties to the
Indenture and, subject to and in accordance with Section 11.10 of the
Indenture, their respective successors and assigns.


 


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SECTION 9. 
Severability.  Wherever
possible, each provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 


SECTION 10. Applicable Law.  This Agreement shall be governed by and be
construed and enforced in accordance with, the laws of the State of New York
(including without limitation Section 5-1401 of the New York General
Obligations Law).


 


SECTION 11. Headings.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purposes.


 


SECTION 12. 
Confidentiality.  Each
of the Issuer, each Guarantor and each Holder (and their respective successors
and assigns) shall not publicly disclose any information provided to them by
any Holder in connection with this Agreement, nor shall they publicly disclose
signature pages to this Agreement or any other provision of this Agreement
that discloses the Holders’ holdings (collectively, the “Holder Information”)
except: (1) in any legal proceeding relating to this Agreement, provided
that the Issuer, the relevant Guarantor and/or Holder, as applicable, shall use
their reasonable best efforts to maintain the confidentiality of Holder
Information in the context of any such proceeding; (2) to the extent
required by law; and (3) in response to a subpoena, discovery request, or
a request from a government agency for information regarding Holder Information
or the information contained therein; provided that in the case of
clauses (2) and (3) above, the disclosing party provides notice to
the applicable Holder, promptly upon receipt of the subpoena or request, unless
such notice would be prohibited by law. 
If the applicable Holder wishes to oppose the production of such
information, it may do so at its own expense. 
Responding to any such subpoena or other request, after providing notice
as set forth herein, shall not be deemed to be a breach of any provision of
this Agreement.  Notwithstanding anything
to the contrary in this Section 15, the Issuer may: (i) disclose the
aggregate principal amount of Notes held by the Holders executing this
Agreement, taken as a whole and without reference to the names of the Holders
constituting such amount; and (ii) provide the Trustee with the executed
copy of this Agreement that includes the individual signature pages of
each of the Holders, but only in the event that the Issuer first obtains the
Trustee’s written consent not to publicly disclose any information relating to
the individual holdings of each Holder.


 


[SIGNATURE
PAGES FOLLOW]


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.


 


 


	
   

  	
  VERTIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John V.
  Howard, Jr.

  
	
   

  	
   

  	
   Name: 

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERON GROUP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John V.
  Howard, Jr.

  
	
   

  	
   

  	
   Name: 

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V.
  Howard, Jr.

  
	
   

  	
   

  	
   Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  USA DIRECT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John V. Howard, Jr.

  
	
   

  	
   

  	
   Name: 

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTIS MAILING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V.
  Howard, Jr.

  
	
   

  	
   

  	
   Name: 

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  



 


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  WEBCRAFT CHEMICALS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John V.
  Howard, Jr.

  
	
   

  	
   

  	
   Name: 

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
   Title: 

  	
  Secretary

  



 


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  [                               ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  $

  
	
   

  	
  Aggregate
  principal amount of Notes

  
	
   

  	
  beneficially
  owned or managed on behalf

  
	
   

  	
  of
  accounts that hold or beneficially own Notes

  



 


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