Exhibit 4.4


 


EXECUTION
COPY


 


FORBEARANCE
AGREEMENT


 


This Forbearance Agreement (this “Agreement”)
is effective April 2, 2008 and is entered into by and among the following
parties:


 


(a)                                 VERTIS RECEIVABLES II, LLC, a Delaware
limited liability company (“Borrower”);


 


(b)                                 WEBCRAFT, LLC, a Delaware limited liability
company (“Webcraft”);


 


(c)                                  WEBCRAFT CHEMICALS, LLC,  a
Delaware limited liability company (“Webcraft Chemicals”);


 


(d)                                 ENTERON GROUP, LLC,  a
Delaware limited liability company (“Enteron”);


 


(e)                                  VERTIS MAILING, LLC,  a
Delaware limited liability company (“Vertis Mailing”);


 


(f)                                   VERTIS, INC., a Delaware corporation (“Vertis”),
as an “Originator” under the Sale and Servicing Agreement (in such capacity, an
“Originator” and together with Webcraft, Webcraft Chemicals, Enteron and
Vertis Mailing, the “Originators”) and as “Servicer” under the Sale and
Servicing Agreement referenced below (in such capacity, the “Servicer”
and together with the Originators, the “Transaction Parties”); and


 


(g)                                  GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as a “Lender” party to the Funding Agreement referenced
below, as the “Swing Line Lender” party to the Funding Agreement (in such
capacities, the “Lender”) and as “Administrative Agent” under the
Funding Agreement (in such capacity, the “Administrative Agent”).


 


W
I T N E S S E T H :


 


WHEREAS, Borrower, the
Servicer and the Originators are parties to that certain Receivables Sale and
Servicing Agreement, dated as of November 25, 2005, including all annexes,
exhibits and schedules thereto (as the same is amended hereby and as it may
from time to time hereafter be further amended, restated, supplemented or
otherwise modified, the “Sale and Servicing Agreement”);


 


WHEREAS, Borrower, the
Lenders and the Administrative Agent are parties to that certain Receivables
Funding and Administration Agreement, dated as of November 25, 2005,
including all annexes, exhibits and schedules thereto (as amended by: (i) that
certain First Amendment dated as of September 5, 2006, (ii) that
certain Second Amendment dated as of March 30, 2007 and (iii) that
certain Third Amendment dated as of March 19, 2008; as the same 


 

















 


is amended hereby and as
it may from time to time hereafter be further amended, restated, supplemented
or otherwise modified, the “Funding Agreement”);


 


WHEREAS, pursuant to the
Funding Agreement, Borrower has assigned all of its right, title and interest
in and to the Sale and Servicing Agreement to the Administrative Agent, for the
benefit of the Administrative Agent, the Lenders and other parties;


 


WHEREAS, on April 1,
2008, Vertis failed to make the interest payment due on April 1, 2008 on
Vertis’ 9-3/4% 2003 Senior Secured Notes due April 1, 2009 issued pursuant
to the Indenture, dated as of June 6, 2003, between Vertis and the indenture
trustee party thereto (such circumstances, excluding any further events or
actions, the “Missed Payment”);


 


WHEREAS, the Missed
Payment (including any resulting potential cross-default under the Existing
Credit Agreement) constitutes (i) an Incipient Event of Servicer
Termination (the “Existing Incipient Event of Servicer Termination”)
under Section 8.01(b) of the Sale and Servicing Agreement and (ii) an
Incipient Termination Event under Section 8.01(c)(1) and Section 8.01(o)(i) of
the Funding Agreement (collectively, the “Existing Incipient Termination
Events”);


 


WHEREAS, Servicer
acknowledges and agrees that the Existing Incipient Event of Servicer
Termination has occurred and is continuing as of April 1, 2008, and has
not been cured or waived;


 


WHEREAS, Borrower
acknowledges and agrees that each of the Existing Incipient Termination Events
has occurred and is continuing as of April 1, 2008, and has not been cured
or waived;


 


WHEREAS, none of the Borrower, the Administrative
Agent or the Lenders, as applicable, has expressly or impliedly waived either Existing
Incipient Termination Event or the Existing Incipient Event of Servicer
Termination, and as a result of the
occurrence of either Existing Incipient Termination Event or the Existing
Incipient Event of Servicer Termination,
the Administrative Agent and the Lenders, as applicable, may, among other
things, refuse to make any Advances to the Borrower, retain all unapplied
amounts in the Agent Account until the next Settlement Date and apply any
remaining unapplied amounts in the Agent Account on any Settlement date to
repay the outstanding Advances;


 


WHEREAS, the Borrower and
the Transaction Parties have requested
that the Administrative Agent and the Lenders forbear from the exercise of
their rights and remedies under the Related Documents in respect of the
Existing Incipient Event of Servicer Termination, the Existing Incipient
Termination Events, any “2003 Indenture Event of Servicer Termination” (as
defined below) and any “2003 Indenture Events of Termination” (as defined
below);


 


WHEREAS, Borrower, the Originators and the Servicer
has requested that Administrative Agent and the Lenders agree to (i) continue
to make Advances and (ii) except as expressly set forth herein forbear
from the exercise of their rights and remedies under the Related Documents in
respect of the Existing Incipient Event of Servicer Termination, the Existing 


 


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Incipient
Termination Events, any 2003 Indenture Event of Servicer Termination and any
2003 Indenture Events of Termination;


 


WHEREAS,
subject to the terms and conditions hereof, the Administrative Agent and the
Lenders have agreed to grant these requests;


 


WHEREAS,
subject to the terms and conditions hereof, the Borrower, the Administrative
Agent and the Lenders have agreed to amend the Funding Agreement as set forth
herein; and


 


WHEREAS, this Agreement constitutes a Related Document
and these Recitals shall be construed as part of this Agreement;


 


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:


 


1.                                      Defined
Terms.  Each capitalized term used
herein and not otherwise defined herein shall have the meaning attributed to
such term in the Funding Agreement.  Each
of the following capitalized terms shall have the meaning set forth below:


 


(a)                                 “Forbearance
Termination Event” means (i) the occurrence of any Incipient
Termination Event, Termination Event, Event of Servicer Termination or
Incipient Event of Servicer Termination (other than (A) either Existing
Incipient Termination Event, (B) the Existing Incipient Event of Servicer
Termination, (C) any Termination Event under Section 8.01(c)(1) or
Section 8.01(o)(i) of the Funding Agreement on account of the Missed
Payment (a “2003 Indenture Termination Events”) and (D) any Event
of Servicer Termination under Section 8.01(b) of the Sale and Servicing
Agreement on account of the Missed Payment (a “2003 Indenture Event of
Servicer Termination”)), (ii) the failure of Borrower or any
Transaction Party to comply with any term, condition or covenant set forth in
this Agreement, (iii) any representation made by Borrower or any
Transaction Party under or in connection with this Agreement shall prove to be
false in any material respect as of the date when made, (iv) any
acceleration of the obligations under the 2003 Senior Secured Notes or the
Credit Agreement or the taking of any enforcement action or exercise of any
right or remedy under the Credit Agreement or by the holders of the 2003 Senior
Secured Notes or the 2003 Senior Secured Notes Indenture Trustee whether based
upon the Missed Payment or otherwise, and/or (v) the commencement of any
proceeding (whether judicial, extra-judicial, administrative or otherwise) or
the taking of any other action to liquidate the businesses of Borrower or any
Transaction Party or the property of any such Person, or reorganize the
Borrower or any Transaction Party, including, without limitation, the
appointment of a receiver or other custodian or the making of an assignment to
an assignee for the benefit of creditors or other custodians.


 


(b)                                 “Forbearance
Period” means the period beginning on the date hereof and ending on the
Forbearance Termination Date.


 


(c)                                  “Forbearance
Termination Date” means the earliest to occur of (i) 5:00 p.m.
(New York time) on May 27, 2008, (ii) the date upon which a
Forbearance Termination Event occurs or (iii) the “Forbearance Termination
Date” under the Forbearance Agreement 


 


3

















 


related to the Existing Credit Agreement dated as of the date hereof
among Vertis, certain Affiliates of Vertis, the lenders party thereto and
General Electric Capital Corporation, as agent.


 


2.                                      Agreement
to Forbear.


 


(a)                                 Solely
during the Forbearance Period, the Administrative Agent and the Lenders hereby
agree to forbear from exercising (i) the right to determine not to make
any Advances solely because the Borrower is not able to satisfy the condition
precedent to requesting Advances set forth in Section 3.02(b) of the
Funding Agreement because of the existence of the Existing Incipient
Termination Events, the Existing Incipient Event of Servicer Termination, any
2003 Indenture Termination Event and any 2003 Indenture Event of Servicer
Termination and (ii) except as specified in clauses (d) and (e) below,
any of their rights and remedies against Borrower and the Transaction Parties
under the Related Documents that may exist, now or during the Forbearance
Period, by virtue of the Existing Incipient Termination Events, the Existing
Incipient Event of Servicer Termination, any 2003 Indenture Termination Events
and any 2003 Indenture Event of Servicer Termination.


 


(b)                                 Nothing
in this Agreement shall be construed as a waiver of or acquiescence to any
Existing Incipient Termination Event, the Existing Incipient Event of Servicer
Termination, any 2003 Indenture Termination Event or any 2003 Indenture Event
of Servicer Termination, and the Existing Incipient Termination Events and
Existing Incipient Event of Servicer Termination shall continue in existence
notwithstanding the agreement of the Administrative Agent and the Lenders, as
set forth herein, to forbear in the exercise of rights and remedies against
Borrower and the Transaction Parties on the terms and for the period set forth
herein.  Except as expressly provided
herein, the execution and delivery of this Agreement shall not: (i) constitute
an extension, modification, or waiver of any term or aspect of the Sale and
Servicing Agreement, the Funding Agreement or the other Related Documents; (ii) extend
the terms of the Sale and Servicing Agreement, the Funding Agreement, the due
date of any of Borrower Obligations or the due date in respect of any of the
obligations of the Transaction Parties under the other Related Documents; (iii) give
rise to any obligation on the part of the Administrative Agent or any Lender to
extend, amend, waive or otherwise modify any term or condition of the Sale and
Servicing Agreement, the Funding Agreement or any of the other Related
Documents; or (iv) give rise to any defenses or counterclaims to the right
of the Administrative Agent or any Lender to compel payment of Borrower
Obligations, the obligations of any of the Transaction Parties under the
Related Documents or to otherwise enforce their rights and remedies under the
Sale and Servicing Agreement, the Funding Agreement and the other Related
Documents.  Except as expressly limited
herein, the Administrative Agent and the Lenders hereby expressly reserve all
of their rights and remedies under the Related Documents and under applicable
law with respect to the Existing Incipient Termination Events, the Existing
Incipient Event of Servicer Termination, any 2003 Indenture Termination Events
and any 2003 Indenture Event of Servicer Termination.  From and after the Forbearance Termination
Date, the Administrative Agent and the Lenders shall be entitled to enforce the
Related Documents according to the terms of the Related Documents.  Each of the Transaction Parties acknowledges
and agrees that nothing herein gives rise, or shall be deemed to give rise, to
any commitment, obligation or agreement of the Administrative Agent or any
Lender to provide debtor-in-possession financing


 


4

















 


(c)                                  During
the Forbearance Period, notwithstanding the occurrence and continued existence
of the Existing Incipient Termination Events, the Existing Incipient Event of
Servicer Termination, the 2003 Indenture Termination Events and the 2003
Indenture Event of Servicer Termination, the Administrative Agent and the
Lenders agree to continue to make
Advances to the Borrower.


 


(d)                                 Notwithstanding
anything herein to the contrary, each of the Borrower, the Lenders and the
Administrative Agent agree from and after the date hereof:


 


(i)                                     each
Business Day shall constitute a “Settlement Date” and an “Interest Payment Date”
under the Funding Agreement; and


 


(ii)                                  on
each Settlement Date, after giving effect to the payments required under Section 2.08(c)(i)
through (iv) of the Funding Agreement, all unapplied amounts in the
Agent Account will be applied on each Business Day in accordance with Section 2.08(c)(v) of
the Funding Agreement to the payment of the Outstanding Principal Amount of all
Advances.


 


(e)                                  Notwithstanding
any provision hereof to the contrary, the Administrative Agent and Lenders
maintain that the Missed Payment constitutes, as of April 1, 2008, a
Termination Event under Section 8.01(c)(1) and Section 8.01(o)(i) of
the Funding Agreement; and (Y) accordingly, the Administrative Agent has
the right, effective as of April 1, 2008 (the date on which such
Termination Events first occurred), under Section 2.06(b) of the
Funding Agreement to charge the Borrower the Default Rate with respect to the
Advances and the other Borrower Obligations. 
Borrower and the Transaction Parties dispute the statements contained in
clauses (X) and (Y) of the first sentence of this Section 2(e) and
maintain that (I) the Missed Payment does not, as of the date hereof,
constitute Termination Event; and (II) accordingly, the Administrative
Agent does not have the right, as of April 1, 2008 or otherwise until the
occurrence (if any) of any 2003 Indenture Termination Event, to charge the
Default Rate.  Each party hereto
acknowledges each of the other parties’ position on these issues.  Notwithstanding any provision hereof to the
contrary, each party hereto reserves all rights and defenses with respect to
these issues.  Borrower and the
Transaction Parties further acknowledge and agree that (A) the
Administrative Agent’s reservation set forth in the preceding sentence includes
a reservation of its right to assert at any time (and notwithstanding its
agreement to otherwise forbear as set forth herein) that the Administrative
Agent is permitted under the Funding Agreement to charge the Default Rate as of
April 1, 2008; (B) the Administrative Agent and the Lenders’ entry
into this Agreement shall not impair or diminish in any way the right of the
Administrative Agent described in the preceding clause (A); and (C) if
Vertis shall fail to make the interest payment due April 1, 2008 under the
2003 Senior Secured Notes on or before May 1, 2008 unless waived by the
holders of the 2003 Senior Secured Notes, such failure shall constitute (A) an
Event of Servicer Termination under Section 8.01(b) of the Sale and
Servicing Agreement and (B) a Termination Event under Section 8.01(c)(1) and
Section 8.01(o)(i) of the Funding Agreement.


 


(f)                                   Notwithstanding
anything herein to the contrary, in consideration for the Lenders’ agreement in
clause (c) above, each of the Borrower, the Lenders and the
Administrative Agent agree that during the Forbearance Period, the interest
rates applicable under the Funding Agreement to each Advance and any other
unpaid Borrower Obligations shall be increased by 


 


5

















 


two
percent (2.00)% per annum; provided, that if the Default Rate is charged
at any time during the Forbearance Period, the interest rates applicable under
the Funding Agreement shall not be increased by two percent (2.00)% per annum
pursuant to this clause (f) for the days upon which the Default
Rate is charged.


 


3.                                      Amendments
to the Funding Agreement.                     The
Borrower, the Administrative Agent and the Lenders hereby agree that Section 2.08(c)(iv) and
Section 2.08(c)(v) of the Funding Agreement are hereby amended and
restated in their entirety as follows:


 


“(iv)                        fourth, to
the payment of any outstanding Advances then due and payable, pro rata;
provided, that if a Funding Excess exists and any outstanding Swing Line
Advances were made in violation of the fourth sentence of Section 2.01(b)(i),
then such Swing Line Advances will be repaid after all other Advances are paid,
pro rata (it is understood that no amounts shall be required to be paid
pursuant to Section 2.10 of this Agreement in connection with or on
account of any payment made pursuant to this clause fourth);


 


(v)                                 fifth,
if any of the conditions precedent set forth in Section 3.02 shall not be
satisfied, to the payment of the Outstanding Principal Amount of all Advances,
pro rata; provided, that if a Funding Excess exists and any outstanding Swing
Line Advances were made in violation of the fourth sentence of Section 2.01(b)(i),
then such Swing Line Advances will be repaid after all other Advances are paid,
pro rata (it is understood that no amounts shall be required to be paid
pursuant to Section 2.10 of this Agreement in connection with or on
account of any payment made pursuant to this clause fifth);”


 


4.                                      Conditions
to Effectiveness.  The effectiveness
of this Agreement is expressly conditioned upon Administrative Agent’s receipt
(on behalf of itself, the Lenders) from Borrower and each Transaction Party of
the following, all of which shall be in form and substance satisfactory to
Agent:


 


(a)                                 Agreement.  A duly executed counterpart of this Agreement
from Borrower, each Originator, the Servicer and the Lender.


 


(b)                                 Other
Documents.  Such other documents,
instruments and agreements as Administrative Agent may reasonably request.


 


5.                                      Representations
and Warranties of Borrower and the Transaction Parties.  In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, each of the Transaction Parties (as
to itself and not to any other Transaction Party or the Borrower) and the
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that:


 


(a)                                 Representations
and Warranties.  (i) No
Incipient Termination Event or Termination Event (other than the Existing
Incipient Termination Events) has occurred or is continuing, (ii) no
Incipient Event of Servicer Termination or Existing Incipient Event of Servicer
Termination (other than the Existing Incipient Event of Servicer Termination)
has occurred or is continuing and (iii) no representation or warranty of
Borrower or any Transaction Party contained in the Funding Agreement, the Sale
Agreement or any of the other Related Documents, including this Agreement, is
untrue or incorrect in any material respect as of the date 


 


6

















 


hereof, except to the extent that such representation or warranty
expressly relates to an earlier date, in which case it shall be true and
correct in all material respects as of such earlier date.


 


(b)                                 Authorization,
etc.  Each of Borrower and each
Transaction Party has the power and authority to execute, deliver and perform
this Agreement.  Each of Borrower and
each Transaction Party has taken all necessary action (including, without
limitation, obtaining approval of its members, if necessary) to authorize its
execution, delivery and performance of this Agreement.  No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with Borrower’s or any Transaction
Party’s execution, delivery and performance of this Agreement, except for those
already duly obtained.  This Agreement
has been duly executed and delivered by each of Borrower and the Transaction
Parties and constitutes the legal, valid and binding obligation of each of
Borrower and the Transaction Parties, enforceable against them in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or
law).  Each of Borrower’s and the
Transaction Parties’ execution, delivery or performance of this Agreement does
not conflict with, or constitute a violation or breach of, or constitute a
default under, or result in the creation or imposition of any Lien upon the
property of Borrower or any of the Transaction Parties by reason of the terms
of (i) any contract, mortgage, lease, agreement, indenture or instrument
to which Borrower or any of the Transaction Parties is a party or which is
binding upon them or any one of them, (ii) the February 2003 Senior
Subordinated Debt Documents, the 2002 Senior Debt Documents, the 2003 Senior
Secured Debt Documents or the Mezzanine Debt Documents (in each case, as
defined in the Existing Credit Agreement), (iii) any law or regulation or
order or decree of any court applicable to Borrower or any of the Transaction
Parties, or (iv) the certificate of formation or operating agreement of
Borrower or any of the Transaction Parties.


 


6.                                      Release.  In consideration of the agreements of
Administrative Agent and the Lenders set forth herein, each of Borrower and
each Transaction Party hereby releases, remises, acquits and forever discharges
the Administrative Agent and the Lenders, 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 Sale and
Servicing Agreement, the Funding Agreement or the Related Documents
(collectively, the “Released Matters”). 
Each of Borrower and each Transaction Party 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 Borrower and each Transaction
Party hereby represents and warrants to each of the Administrative Agent and
the Lenders that it has not purported to transfer, assign or otherwise convey
any right, title or interest in any Released 


 


7

















 


Matter to any other Person and that the foregoing constitutes a full
and complete release of all Released Matters.


 


EACH OF BORROWER AND EACH
TRANSACTION PARTY 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 BORROWER AND EACH
TRANSACTION PARTY 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.


 


7.                                      Covenant
Not to Sue.  Each of Borrower and
each Transaction Party, on behalf of itself and its successors, assigns, and
other legal representatives, hereby absolutely, unconditionally and
irrevocably, covenants and agrees with and in favor of each of the Released
Parties that it will not sue (at law, in equity, in any regulatory proceeding
or otherwise) any Released Party on the basis of any Released Matters released,
remised and discharged by such Person pursuant to Section 5
above.  If each of Borrower and each
Transaction Party or any of their respective successors, assigns or other legal
representatives violates the foregoing covenant, both the Person violating such
covenant and Borrower, on a joint and several basis, shall be obligated to pay,
in addition to such other damages as any Released Party may sustain as a result
of such violation, all attorneys’ fees and costs incurred by any Released Party
as a result of such violation.


 


8.                                      Effect
on the Sale and Servicing Agreement, the Funding Agreement and Related
Documents.  Except as expressly set
forth herein, all of the terms, conditions and covenants of the Sale and
Servicing Agreement, the Funding Agreement and the other Related Documents
shall remain unaltered and in full force and effect and shall be binding upon
Borrower and the Transaction Parties, as applicable, in all respects and are
hereby ratified and confirmed.


 


9.                                      Costs
and Expenses.  Borrower agrees to pay
on demand all reasonable costs and expenses of Agent in connection with the
preparation, execution and delivery of this Agreement, including the reasonable
fees and out-of-pocket expenses of counsel for Agent with respect thereto.


 


10.                               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.


 


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.


 


8

















 


12.                               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.


 


13.                               Reviewed
by Attorneys.  Each of Borrower and
each Transaction Party represents and warrants to the Administrative Agent and
the Lenders that it (a) understands fully the terms of this Agreement and
the consequences of the execution and delivery of this Agreement, (b) has
been afforded an opportunity to have this Agreement reviewed by, and to discuss
this Agreement and the documents executed in connection herewith, with such
attorneys and other persons and advisors as Borrower or such Transaction Party,
as applicable, may wish, and (c) has entered into this Agreement and
executed and delivered all documents in connection herewith of its own free
will and accord and without threat, duress or other coercion of any kind by any
Person.  The parties hereto acknowledge
and agree that neither this Agreement nor any other documents executed pursuant
hereto shall be construed more favorably in favor of one than the other based
upon which party drafted the same, it being acknowledged that all parties
hereto contributed substantially to the negotiation and preparation of this
Agreement and the other documents executed pursuant hereto or in connection
herewith.


 


14.                               Acknowledgment.  Each Transaction Party hereby acknowledges
and agrees that the Existing Incipient Event of Servicer Termination and
Existing Incipient Termination Events have occurred and are continuing.


 


[signature page to
follow]


 


9

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed as of the date first written above.


 


 


	
   

  	
  VERTIS RECEIVABLES II, LLC, as Borrower  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn 

  
	
   

  	
   

  	
  Name:
  Barry Kohn

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as
  Administrative Agent 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Johnson  

  
	
   

  	
   

  	
  Name:
  David Johnson  

  
	
   

  	
   

  	
  Duly
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as the
  Lender and the Swing Line

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Johnson  

  
	
   

  	
   

  	
  Name:
  David Johnson

  
	
   

  	
   

  	
  Duly
  Authorized Signatory

  



 


SIGNATURE PAGE TO
FORBEARANCE AGREEMENT


 

















 


	
   

  	
  VERTIS, INC., as an Originator and as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn

  
	
   

  	
   

  	
  Name:
  Barry Kohn  

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC, as an Originator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn  

  
	
   

  	
   

  	
  Name:
  Barry Kohn  

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT CHEMICALS, LLC, as an

  Originator 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn  

  
	
   

  	
   

  	
  Name:
  Barry Kohn

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  ENTERON GROUP, LLC, as an Originator 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn  

  
	
   

  	
   

  	
  Name:
  Barry Kohn  

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  VERTIS MAILING, LLC, as an Originator 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Barry Kohn  

  
	
   

  	
   

  	
  Name:
  Barry Kohn

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  



 


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