Exhibit 4.3


 


SECOND
AMENDMENT TO FORBEARANCE AGREEMENT


 


This Amendment to Forbearance
Agreement (this “Agreement”) is dated May 27, 2008 and is entered
into by and among Vertis, Inc. (“Borrower”), as Borrower, the other
Credit Parties signatory hereto, General Electric Capital Corporation, as a
Lender and as Agent for Lenders (“Agent”), and the Lenders party hereto.


 


W
I T N E S S E T H :


 


WHEREAS, the parties
hereto are the parties to that certain Forbearance Agreement dated April 3,
2008 (as amended by that certain Amendment to Forbearance Agreement dated May 2,
2008 and hereby, the “Forbearance Agreement”);


 


WHEREAS, Borrower represents
to Agent and Lenders that, as a result, inter alia, of its entry into
the Restructuring Agreement (as defined herein), it will not make the interest
payment due on June 1, 2008 under the February 2003 Senior
Subordinated Notes (such circumstances, excluding any further events or
actions, the “Missed Senior Subordinated Payment”);


 


WHEREAS, Borrower
acknowledges that the Missed Senior Subordinated Payment will constitute a
Default (the “Senior Subordinated Default”) under the Credit Agreement;


 


WHEREAS, Borrower
represents to Agent and Lenders that, as a result, inter alia, of its entry
into the Restructuring Agreement, it will not make the interest payment due on June 15,
2008 under the 2002 Senior Notes (such circumstances, excluding any further
events or actions, the “Missed Senior Notes Payment”);


 


WHEREAS, Borrower
acknowledges that the Missed Senior Notes Payment will constitute a Default
(the “Senior Notes Default”) under the Credit Agreement;


 


WHEREAS, Borrower and the
other Credit Parties have requested that Agent and Lenders party to the
Forbearance Agreement amend the Forbearance Agreement as set forth herein so as
to modify the definitions of “Forbearance Default” and “Forbearance Termination
Date” set forth therein and so as to modify certain other provisions thereof;


 


WHEREAS,
subject to the terms and conditions hereof, Agent and Requisite Lenders have
agreed to grant this request; and


 


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


 


NOW, THEREFORE, in
consideration of the representations and 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 Forbearance Agreement (including, without limitation, by virtue of
its reference to defined terms used in the Credit Agreement); provided, however,
that, as used herein, the term “Senior Subordinated Event of Default”
shall 


 

















 


mean an Event of Default
under Section 7.1(b)(1) of the Credit Agreement on account of the
Missed Senior Subordinated Payment, and the term “Senior Notes Event of
Default” shall mean an Event of Default under Section 7.1(b)(1) of
the Credit Agreement on account of the Missed Senior Notes Payment; provided,
further, that the defined term “Existing Default”, as used herein and
in the Forbearance Agreement shall mean, collectively, (i) the Default
under the Credit Agreement engendered by the Missed Payment; (ii) the Senior
Subordinated Default; (iii) the Senior Subordinated Event of Default; (iv) the
Senior Notes Default; and (v) the Senior Notes Event of Default.


 


2.                                       Amendment
to Forbearance Agreement.  The
parties hereto and to the Forbearance Agreement agree to amend the Forbearance
Agreement by:


 


(a)                                  deleting
Section 1(a) therefrom in its entirety and replacing it with the
following:


 


(a)                                  “Forbearance
Default” means (i) the occurrence of any Default or Event of Default,
other than the Existing Default or an Event of Default under Section 7.1(b)(1) of
the Credit Agreement on account of the Missed Payment (the “2003 Indenture
Event of Default”), (ii) the failure of Borrower to comply with any
term, condition or covenant set forth in this Agreement, (iii) any
representation made by Borrower 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
taking of any enforcement action or exercise of any right or remedy 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, (v) any
acceleration of the obligations under the February 2003 Senior Subordinated
Notes or the taking of any enforcement action or exercise of any right or
remedy by the holders of the February 2003 Senior Subordinated Notes or
the February 2003 Senior Subordinated Notes Indenture Trustee whether
based upon the Missed Senior Subordinated Payment or otherwise, (vi) any
acceleration of the obligations under the February 2002 Senior Notes or
the taking of any enforcement action or exercise of any right or remedy by the
holders of the 2002 Senior Notes or the 2002 Senior Notes Indenture Trustee
whether based upon the Missed Senior Notes Payment or otherwise, (vii) 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 of the other Credit Parties or the property of
any such Person, or to reorganize Borrower or any of the other Credit Parties,
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; (viii) the termination (whether in accordance with its
terms or otherwise) of, or any default or material breach 


 

















 


(which default or
material breach is not cured by the deadline (if any) under, as applicable, the
Restructuring Agreement, the Agreement and Plan of Merger or any Ancillary
Noteholder Agreement with respect thereto) under, the Restructuring Agreement
(as defined herein), the Agreement and Plan of Merger (as defined herein)
and/or any Ancillary Noteholder Agreement (as defined herein); (ix) the
modification or amendment of the Restructuring Agreement, the Agreement and
Plan of Merger or any Ancillary Noteholder Agreement without the prior written
consent of Agent and Required Lenders; and/or (x) other than the payment
of professional fees and expenses in accordance with Section 5.05 of the
Restructuring Agreement or of ordinary course indenture trustee fees and
expenses pursuant to the existing terms of the 2002 Senior Notes Indenture, the
2003 Senior Secured Notes Indenture or the February 2003 Senior
Subordinated Notes Indenture, the payment by the Borrower or any other Credit Party
of any principal, interest, fees, costs, expenses, or reimbursement or
indemnification claim under the 2003 Senior Secured Notes, the February 2003
Senior Subordinated Notes, the 2002 Senior Notes or the Mezzanine Notes.


 


(b)                                 deleting
Section 1(c) therefrom and replacing it with the following:


 


(c)                                  “Forbearance
Termination Date” means the earliest to occur of (i) 5:00 p.m.
(New York time) on July 16, 2008, (ii) the fifth calendar day
following the first day, if any, on which Borrowing Availability is $7,000,000
or less, or (iii) the date upon which a Forbearance Default occurs.


 


3.                                       Conditions
to Effectiveness.  The effectiveness
of this Agreement is expressly conditioned upon Agent’s receipt (on behalf of
itself and each of the Lenders party hereto) from Borrower of the following:


 


(a)                                  Agreement.  A duly executed counterpart of this Agreement
from Agent, Requisite Lenders, Borrower and the other Credit Parties listed on
the signature pages hereto.


 


(b)                                 Restructuring
Agreement.  An execution copy of the Restructuring
and Lock-Up Agreement dated as of May 22, 2008 (the “Restructuring
Agreement”) among, inter alia, Borrower, various other Credit
Parties and the holders of the 2003 Senior Secured Notes, the February 2003
Senior Subordinated Notes, the 2002 Senior Notes and the Mezzanine Notes party
thereto or to agreements (each, an “Ancillary Noteholder Agreement” and,
together, the “Ancillary Noteholder Agreements”) entered into by
Borrower and/or one or more other Credit Parties in connection therewith and a
certificate executed by the chief financial officer of Borrower stating that (I) the
Restructuring Agreement and/or the Ancillary Noteholder Agreements have been executed
and delivered by the Vertis Parties (as defined in the Restructuring
Agreement), the ACG Parties (as defined in the Restructuring Agreement), the
holders of at least 66-2/3% of the outstanding principal amount of each of the 2003
Senior Secured Notes, the February 2003 Senior Subordinated Notes and the
2002 Senior Notes and the holders of at least 60% of the outstanding principal
amount of ACG Second Lien Notes (as defined in the Restructuring Agreement) and
are in effect; and (II) Ancillary Noteholder 


 

















 


Agreements have been executed by the Vertis Parties thereto and the legal
and/or beneficial holders of a substantial majority of the outstanding
principal amount of the Mezzanine Notes (the “Majority Mezzanine Holders”),
contain provisions pursuant to which the Majority Mezzanine Holders have agreed
to support (and/or to cause the legal holders thereof to support) the
transactions contemplated in the Restructuring Agreement and are in effect.


 


(c)                                  Agreement
and Plan of Merger.  A duly executed
copy of the Agreement and Plan of Merger (as such term is defined in the
Restructuring Agreement) dated as of May 22, 2008.


 


(d)                                 Other
Documents.  Such other documents,
instruments and agreements as Agent may reasonably request, all of which shall
be in form and substance satisfactory to Agent.


 


4.                                       Representations
and Warranties of Borrower.  In order
to induce Agent and Lenders to enter into this Agreement, Borrower hereby represents
and warrants to Agent and Lenders that:


 


(a)                                  Representations
and Warranties.  (i) No Default
or Event of Default (other than the Existing Default) has occurred or is
continuing and (ii) no representation or warranty of any Credit Party
contained in the Credit Agreement or any of the other Loan Documents, including
this Agreement, is untrue or incorrect in any material respect as of the date
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 the other
Credit Parties has the power and authority to execute, deliver and perform this
Agreement.  Each of Borrower and the
other Credit Parties 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 other Credit
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 other Credit
Parties and constitutes the legal, valid and binding obligation of each of Borrower
and the other Credit 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 other Credit
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 other Credit Parties by reason of the terms of (i) any
contract, mortgage, lease, agreement, indenture or instrument to which Borrower
or any of the other Credit 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, the Mezzanine Debt Documents, the Restructuring Agreement (or any
document entered into by Borrower or any of the other Credit Parties in
connection therewith), the Agreement and Plan of Merger (or any document
entered into by Borrower or any of the other Credit Parties in connection
therewith) or any Ancillary Noteholder Agreement (or any document entered into
by Borrower or any of the other Credit Parties in 


 

















 


connection therewith) (iii) any law or regulation or order or
decree of any court applicable to Borrower or any of the other Credit Parties,
or (iv) the certificate of formation or operating agreement of Borrower or
any of the other Credit Parties.


 


5.                                       Release.  In consideration of the agreements of Agent
and Requisite Lenders set forth herein, each of Borrower and each Credit Party
hereby releases, remises, acquits and forever discharges Agent and 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 Credit Agreement or the Loan Documents (collectively, the “Released
Matters”).  Each of Borrower and each
Credit 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 Credit Party hereby
represents and warrants to each of Agent and any Lender 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 BORROWER AND EACH
CREDIT 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 CREDIT 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.


 


6.                                       Covenant
Not to Sue.  Each of Borrower and
each Credit 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 Credit 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.


 


7.                                       Effect
on the Credit Agreement and Loan Documents. 
Except as expressly set forth herein, all of the terms, conditions and
covenants of the Forbearance Agreement, the Credit Agreement and the other Loan
Documents shall remain unaltered and in full force and effect and shall be
binding upon Borrower and the other Credit Parties in all respects and are
hereby ratified and confirmed.


 

















 


8.                                       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.


 


9.                                       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.


 


10.                                 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.


 


11.                                 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.


 


12.                                 Reviewed
by Attorneys.  Borrower and each
Credit Party represents and warrants to Agent and 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 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.


 


[signature page to follow]

















 


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


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  VERTIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 

















 


 


	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION,

  
	
   

  	
  as Agent, an L/C Issuer and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan Garson

  
	
   

  	
   

  	
  Alan Garson

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 

















 


 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Levenson

  
	
   

  	
  Name:

  	
  Richard Levenson

  
	
   

  	
  Title:

  	
  SVP

  



 

















 


The following Persons are signatory to this Agreement
in their capacity as Credit Parties:


 


	
   

  	
  VERTIS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERTIS DIGITAL SERVICES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERON GROUP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  USA DIRECT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 

















 


 


	
   

  	
  VERTIS MAILING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBCRAFT CHEMICALS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry Kohn

  
	
   

  	
  Name:

  	
  Barry Kohn

  
	
   

  	
  Title:

  	
  Chief Financial Officer