EX-10.30



 





EXHIBIT 10.30




Execution Copy




AMENDMENT AND TEMPORARY WAIVER AGREEMENT




     THIS AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”), is made and entered
into as of November 14, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together
with any permitted successors and assigns, “ACG”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a
Delaware limited liability company (together with any permitted successors and assigns, “ACG
Finance” and, together with ACG, the “ACG Parties”), the financial institutions
identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK
OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and
collateral agent (in such capacity, “Collateral Agent”).



RECITALS




     1. ACG Finance, the Administrative Agent, the Collateral Agent and the Lenders are parties to
that certain Credit Agreement, dated as of September 26, 2006, as amended by that certain Omnibus
Amendment of Loan Documents, dated as of June 13, 2007 (the “Omnibus Amendment”) (as
amended prior to the date hereof, the “Existing Credit Agreement”); ACG Finance, ACG, in
its capacity as servicer (in such capacity, the “Servicer”) and the Administrative Agent
are parties to that certain Servicing Agreement, dated as of September 26, 2006, as amended by that
certain First Amendment to Servicing Agreement, dated as of March 30, 2007, as further amended by
the Omnibus Amendment, and as further amended by that certain letter amendment dated July 3, 2007
(as amended prior to the date hereof, the “Existing Servicing Agreement”); and ACG Finance
and ACG are parties to that certain Contribution and Sale Agreement, dated as of September 26, 2006
(the “Existing Contribution Agreement”).



     2. The ACG Parties have advised the Administrative Agent and the Lenders that they will be
unable to satisfy the requirements of (i) Section 5.01(a) of the Existing Credit Agreement, Section
3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution
Agreement, with respect to delivery of an opinion by its certified public accountants not subject
to a going concern qualification, for the fiscal year ending March 31, 2007, and (ii) Section 5.3
of the Existing Servicing Agreement, with respect to the fiscal quarters ending September 30, 2007
and December 31, 2007.



     3. ACG has further advised the Administrative Agent and the Lenders that it has reached an
agreement with certain holders of the Second Lien Notes (as hereinafter defined) pursuant to which
ACG will solicit the consent of the holders of at least 90% of the outstanding principal amount of
the Second Lien Notes (such holders being referred to herein as the “Consenting
Noteholders”) by which such Consenting Noteholders would (i) accept promissory notes (the
“Second Lien Supplemental Notes”), due March 15, 2008, in lieu of cash payment of scheduled
interest due on December 15, 2007 under the Second Lien Notes, (ii) prospectively waive any default
or event of default as a result of ACG’s failure to pay in cash the interest due to the Consenting
Noteholders on December 15, 2007 under the Second Lien Notes, and (iii)
cause the Second Lien Indenture to be amended to allow the incurrence by ACG of an additional $5
million of secured indebtedness.



 









 





     4. ACG Finance and ACG have requested that the Lenders (i) provide a limited waiver of the
Pending Defaults (as hereinafter defined), and (ii) continue to make available to ACG Finance the
Loans.



     5. The Lenders and the Administrative Agent are willing to provide a limited waiver of the
Pending Defaults and continue to make available the Loans to ACG Finance, based upon and subject to
the terms and conditions specified in this Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:



ARTICLE I




Definitions




     Section 1.1 Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment have the following meanings:




     “Amended and Restated Indenture” means that certain Amended and Restated
Indenture, dated as of November 14, 2007, among ACG, ACG Holdings, Inc. and The Bank of New
York Trust Company, N.A., as trustee, issued in connection with the Second Lien Supplemental
Notes and amending the Second Lien Indenture.




     “Amended Contribution Agreement” means the Existing Contribution Agreement as
amended hereby.




     “Amended Credit Agreement” means the Existing Credit Agreement as amended
hereby.




     “Amended Servicing Agreement” means the Existing Servicing Agreement as amended
hereby.




     “Amendment Effective Date” shall mean, in accordance with Article V of this
Amendment, the date upon which ACG and ACG Finance have satisfied in the determination of
the Administrative Agent and the Lenders (or satisfaction thereof has been waived by the
Administrative Agent and the Lenders) each of the conditions set forth in Article V of this
Amendment.




     “Consenting Noteholders” shall have the meaning ascribed to it in the Recitals
hereto.




     “Pending Defaults” means (A) ACG Finance’s and ACG’s failure to satisfy the
requirements of (i) Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the
Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement,
with respect to delivery of an opinion by its certified public accountants not
subject to a going concern qualification, for the fiscal year ending March 31, 2007,
and (ii) Section 5.3 of the Existing Servicing Agreement, with respect to the fiscal
quarters ending September 30, 2007 and December 31, 2007, and (B) any Default existing as a



2









 







result of ACG Finance’s and ACG’s acknowledgements set forth in Section 2.1(c) of the
Amendment.




     “Second Lien Indenture” means that certain Indenture, dated as of July 3, 2003,
among ACG, ACG Holdings, Inc. and The Bank of New York, as trustee, as amended by the
Amended and Restated Indenture.




     “Second Lien Notes” shall means ACG’s 10% Senior Second Secured Notes due 2010
issued pursuant to the Second Lien Indenture.




     “Second Lien Supplemental Notes” shall have the meaning ascribed to it in the
Recitals hereto.



     Section 1.2. Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment have the meanings provided in the Amended Credit
Agreement.



ARTICLE II




Limited Waiver and Reaffirmation




     Section 2.1 Limited Waiver. (a) The ACG Parties acknowledge that the Pending Defaults
will result from ACG Finance’s and ACG’s failure to be able to comply with (i) the financial
covenant contained in Section 5.3 of the Existing Servicing Agreement for the fiscal quarters
ending nearest September 30, 2007 and December 31, 2007, respectively, and (ii) the requirement in
Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the Existing Servicing
Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement that ACG’s annual financial
statements be accompanied by the opinion of its certified public accountants not subject to a going
concern qualification, for the fiscal year ending March 31, 2007. Effective on (and subject to the
occurrence of) the Amendment Effective Date, the Lenders hereby waive the Pending Defaults for the
period from September 30, 2007 through and including February 15, 2008 (the “Waiver
Period”) for all purposes of the Existing Credit Agreement (including, without limitation,
Section 4.03(b) thereof), the Existing Servicing Agreement and the other Loan Documents. This
limited waiver shall not modify or affect (i) ACG’s obligation to comply with the terms of Section
5.3 of the Amended Servicing Agreement as measured for the fiscal quarters ending nearest September
30, 2007 and December 31, 2007, respectively, (ii) ACG’s obligation to comply with the terms of
Section 5.3 of the Amended Servicing Agreement as measured at the end of any fiscal quarter other
than the ones ending nearest September 30, 2007 and December 31, 2007, (iii) the ACG Parties’
obligation to comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section
3.2(a) of the Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution
Agreement for the fiscal year ending nearest March 31, 2007, (iv) the ACG Parties’ obligation to
comply with the terms of Section 5.01(a) of the Existing Credit Agreement, Section 3.2(a) of the
Existing Servicing Agreement and Section 5.1(j)(i) of the Existing Contribution Agreement for any
fiscal year other than the one ending
nearest March 31, 2007, or (iv) the ACG Parties’ obligation to comply fully with any other duty,
term, condition, obligation or covenant contained in the Amended Credit Agreement, the Amended
Servicing Agreement or the other Loan Documents.



3









 





     (b) Except for the limited waiver set forth above, nothing contained herein shall be deemed to
constitute or imply a waiver of any rights or remedies which the Administrative Agent or any Lender
may have under the Amended Credit Agreement, the Amended Servicing Agreement, any other Loan
Document, or under applicable law; it being understood that the Administrative Agent and the
Lenders may not exercise their rights and remedies with respect to the Pending Defaults during the
Waiver Period as long as no other Servicer Default, Default or Event of Default occurs or exists.
The limited waiver set forth herein shall be effective only in this specific instance for the
duration of the Waiver Period and shall not obligate the Lenders or the Administrative Agent to
waive any other Servicer Default, Default or Event of Default, now existing or hereafter arising.
This is a one-time waiver, and the Administrative Agent and the Lenders shall have no obligation to
extend the waiver or otherwise amend the Amended Credit Agreement or the Amended Servicing
Agreement at the end of the Waiver Period. This limited waiver shall not establish a custom or
course of dealing or conduct between the Administrative Agent, any Lender, ACG Finance, ACG or any
other ACG Party.



     (c) The ACG Parties acknowledge and agree that unless the Required Lenders further amend the
Amended Credit Agreement, the Amended Servicing Agreement and the Amended Contribution Agreement or
otherwise agree in writing to continue this waiver beyond February 15, 2008, an Event of Default
and a Servicer Default will exist under the Amended Credit Agreement and the Amended Servicing
Agreement as of February 15, 2008, for which no grace period or cure period shall apply, and the
Administrative Agent and the Lenders may pursue all rights and remedies available to them under the
Amended Credit Agreement, the Amended Servicing Agreement, the other Loan Documents and applicable
law. The ACG Parties further acknowledge and agree that, to the extent any Servicer Defaults,
Defaults or Events of Default (other than the Pending Defaults) now exist or hereafter arise during
the Waiver Period, the Administrative Agent and the Lenders may immediately pursue all rights and
remedies available to them in respect thereof under the Amended Credit Agreement, the Amended
Servicing Agreement, the other Loan Documents, and applicable law. The Administrative Agent hereby
acknowledges that, to the best of its knowledge as of the date hereof, before giving effect to the
foregoing limited waiver, there are no Servicer Defaults, Defaults or Events of Default under the
Existing Credit Agreement or the Existing Servicing Agreement other than the Pending Defaults.



     Section 2.2 Reaffirmation of ACG Party Obligations. Each ACG Party hereby ratifies
the Amended Credit Agreement and the Amended Servicing Agreement and acknowledges and reaffirms (i)
that it is bound by all terms of the Amended Credit Agreement and the Amended Servicing Agreement
and (ii) that it is responsible for the observance and full performance of the Obligations,
including without limitation the repayment of the Loans, in accordance with the terms of the
Amended Credit Agreement. Each ACG Party further represents and warrants to the Administrative
Agent and the Lenders that none of the ACG Parties has any claims, counterclaims, offsets, credits
or defenses to the Loan Documents or the performance of their respective obligations thereunder, or
if any ACG Party has any such claims, counterclaims, offsets, creditors or defenses to the Loan
Documents or any transaction related to the Loan Documents, the same are hereby fully and
irrevocably waived, relinquished and released in
consideration of the execution and delivery of this Amendment by the Administrative Agent and the
Lenders.



4









 





ARTICLE III




Amendments to Loan Documents




Part 1: Amendment to Existing Servicing Agreement




     Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing
Servicing Agreement is hereby amended in accordance with this Article III. Except as so amended,
the Existing Servicing Agreement shall continue in full force and effect.



     Section 3.1 Deletion of Definition of “Total Liquidity Measurement Dates”. Section
1.1 of the Existing Servicing Agreement is amended by deleting the definition of “Total Liquidity
Measurement Dates”.



     Section 3.2 Amendment of Definition of “Total Liquidity”. The definition of “Total
Liquidity” in Section 1.1 of the Existing Servicing Agreement is hereby amended in its entirety to
read as follows:




     “Total Liquidity” means the sum of (i) the aggregate amount of all
cash and Cash Equivalents (as defined in the ACG Senior Facility) of the Loan
Parties (as defined in the ACG Senior Facility) under the ACG Senior Facility and
all cash and Cash Equivalents of ACG Finance which are available for distribution
to the Parent, (ii) the Aggregate Revolving Commitments (as defined in the ACG
Senior Facility) minus the Total Revolving Outstandings (as defined in the ACG
Senior Facility), (iii) the amount of ACG Finance’s Availability, and (iv) the
amount of additional Availability that would be created under the Credit
Agreement (as amended from time to time), as of any date of determination, if the
Seller were to transfer all additional qualifying receivables to ACG Finance
pursuant to the terms and conditions of the Contribution Agreement (as amended
from time to time). For purposes of this definition, cash and Cash Equivalents
of the Loan Parties (as defined in the ACG Senior Facility) and ACG Finance shall
include (without duplication) all deposits which have been made into lockboxes of
the Loan Parties (as defined in the ACG Senior Facility) and Borrower in the
ordinary course of business but which have not cleared or been released.



     Section 3.3 Amendment of Section 3.3(f) of the Servicing Agreement. Section 3.3(f) of
the Existing Servicing Agreement is hereby amended in its entirety to read as follows:




     (f) Within two (2) Business Days after the Friday of each week, deliver to
the Administrative Agent a certificate, in form, detail, and substance reasonably
satisfactory to the Administrative Agent, signed by the chief financial officer
or the vice president and assistant treasurer of the Servicer, calculating the
Total Liquidity as of such preceding Friday.



     Section 3.4 Amendment to Section 5.4 of the Servicing Agreement. Section 5.4 of the
Existing Servicing Agreement is hereby amended in its entirety to read as follows:



5









 






     5.4 Minimum Total Liquidity. Permit the Total Liquidity as of the
close of business on Friday of each week (or if any Friday is not a Business Day,
on the immediately preceding Thursday) to be less than $4,000,000.



Part 2: Amendment to Existing Credit Agreement




     Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing
Credit Agreement is hereby amended in accordance with this Article III. Except as so amended, the
Existing Credit Agreement shall continue in full force and effect.



     Section 3.5. Amendment to Section 2.16 of the Credit Agreement. Section 2.16 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:




     Section 2.16 Termination or Reduction of Commitments; Commitment Reduction
Compensation.




     (a) Upon at least three (3) Business Days’ prior written notice to the
Administrative Agent, the Borrower may, at any time, subject to Section 2.16(b), in
whole permanently terminate, or from time to time in part permanently reduce (but in
no event may the Commitments be reduced to below $20,000,000 without being in whole
permanently terminated), the Commitments. Each such partial reduction shall be in
the principal amount of $1,000,000 or any integral multiple of $500,000 in excess
thereof. Each such reduction or termination shall (i) be applied ratably to the
Commitments of each Lender and (ii) be irrevocable when given. At the effective
time of each such reduction or termination, the Borrower shall pay to the
Administrative Agent for application as provided herein (i) the Unused Fee accrued
on the amount of the Commitments so terminated or reduced through the date thereof;
(ii) any amount by which the sum of the Revolving Loans on such date exceed the
amount to which the Commitments are to be reduced effective on such date, in each
case pro rata based on the amount prepaid; and (iii) the amount of any Commitment
Reduction Compensation due under Section 2.16(b).




     (b) As a result of the impracticability and difficulty of ascertaining and
quantifying actual damages to the Lenders caused by early reductions or termination
of the Commitments, and by mutual agreement of the Administrative Agent, the Lenders
and the Loan Parties as to a reasonable approximation of the damages to the Lenders
as a result of any such early reduction or termination, all reductions or early
termination of the Commitments that are made pursuant to Section 2.16(a) prior to or
on June 30, 2008 shall be accompanied by compensation (the “Commitment Reduction
Compensation”) equal in amount to (i) the amount of reduction in the Commitment
effected thereby (ii) multiplied by 1%. Any reduction or termination of the
Commitments occurring on or after July 1, 2008 shall not be subject or give rise to any Commitment Reduction
Compensation.



6









 






     Notwithstanding the foregoing, if the Commitments shall be terminated and the
unpaid principal amount of the Revolving Loans and all interest and other amounts in
respect thereof shall become due and payable prior to the scheduled maturity of such
amounts for any reason under Section 7.01, then the Lenders shall be entitled to the
Commitment Reduction Compensation as of the date that such amounts become due and
payable under Section 7.01. Any Commitment Reduction Compensation payable pursuant
to this Section 2.16 shall be presumed to be the amount of damages suffered by the
Lenders as a result of the early reduction or termination of the Commitments and the
Borrower agrees that it is reasonable under the existing circumstances.




     (c) The Administrative Agent will promptly notify the Lenders of any notice of
termination or reduction of the Commitments. Any reduction of the Commitments shall
be applied to the Commitment of each Lender according to its Commitment Percentage.
All commitment and other fees accrued until the effective date of any termination of
the Commitments shall be paid on the effective date of such termination.



ARTICLE IV




Representations and Warranties




     The ACG Parties represent and warrant to the Administrative Agent, the Collateral Agent, the
Lenders and each other that, on and as of the Amendment Effective Date, and after giving effect to
this Amendment:



     Section 4.1 Authority. Each of the ACG Parties has all the necessary corporate or
limited liability company power to make, execute, deliver, and perform this Amendment, has taken
all necessary corporate or limited liability company action to authorize the execution, delivery
and performance of this Amendment and has duly executed and delivered this Amendment. This
Amendment and the Loan Documents constitute the legal, valid and binding obligations of each of the
ACG Parties that is a party thereto, enforceable against each of them in accordance with their
terms except as such enforceability may be subject to (a) the Debtor Relief Laws and (b) general
principles of equity.



     Section 4.2 No Legal Obstacle to Agreement. Neither the execution of this Amendment,
nor the performance of the Amended Servicing Agreement or the Amended Credit Agreement has
constituted or resulted in or will constitute or result in a breach of the provisions of any
contract to which an ACG Party is a party, or the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to an ACG Party, or result in the creation under
any agreement or instrument of any security interest, lien, charge, or encumbrance upon any of the
assets of an ACG Party. No approval or authorization of any governmental authority is required to
permit the execution, delivery or performance by an ACG Party of this
Amendment, the Amended Servicing Agreement, the Amended Credit Agreement or the transactions
contemplated hereby or thereby.



7









 





     Section 4.3 Incorporation of Certain Representations. The representations and
warranties set forth in Article IV of the Amended Servicing Agreement and in Article III of the
Amended Credit Agreement are true and correct in all material respects on and as of the Amendment
Effective Date as though made on and as of the date hereof except for any representations and
warranties that expressly relate solely to an earlier date, which representations and warranties
were true and accurate in all material respects on and as of such earlier date.



     Section 4.4 Default. No Servicer Default, Default or Event of Default has occurred
and is continuing under the Amended Credit Agreement or the Amended Servicing Agreement (other than
the Pending Defaults).



ARTICLE V




Conditions to Effectiveness




     This Amendment shall be and become effective as of the Amendment Effective Date provided that
each of the conditions set forth in this Article V shall have been satisfied in the determination
of the Administrative Agent and the Lenders (or satisfaction thereof has been waived by the
Administrative Agent and the Lenders) on or before November 14, 2007. If ACG Finance and ACG fail
to satisfy each of the conditions set forth in this Article V prior to 5:00 p.m. (Eastern time) on
November 14, 2007, then, at the option of the Administrative Agent and the Required Lenders, upon
notice to ACG Finance and ACG, this Amendment shall be null and void.



     Section 5.1 Counterparts of Amendment. The Administrative Agent shall have received
counterparts (or other evidence of execution, including telephonic message, satisfactory to the
Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf
of each of ACG Finance, ACG, the Lenders and the Administrative Agent.



     Section 5.2 Corporate Action. The ACG Parties shall have delivered to the
Administrative Agent certified copies of all necessary corporate action taken by each ACG Party
approving this Amendment, and each of the documents executed and delivered in connection herewith
or therewith (including, without limitation, a certificate setting forth the resolutions of the
board of directors of each ACG Party authorizing the amendments to the Existing Credit Agreement
and the Existing Servicing Agreement herein provided for and the execution, delivery and
performance of this Amendment). The Agent shall have received a certificate, signed by the
Secretary or an Assistant Secretary of each ACG Party, dated as of the date hereof, as to the
incumbency of the person or persons authorized to execute and deliver this Amendment and any
instrument or agreement required hereunder on behalf of each ACG Party, as applicable.



     Section 5.3 Out-of-Pocket Costs. ACG Finance shall have paid any and all reasonable
out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the
reasonable fees and expenses of the Administrative Agent’s legal counsel), and all other fees
and amounts payable to the Administrative Agent in connection with this Amendment.



8









 





     Section 5.4 Legal Opinion. The Administrative Agent shall have received a favorable
legal opinion, addressed to the Administrative Agent, from ACG Finance’s and ACG’s legal counsel,
reasonably acceptable to the Administrative Agent in form and substance, opining, among other
matters, that (i) the ACG Parties’ entry into and performance of this Amendment does not contravene
the obligations, covenants, or restrictions applicable to the ACG Parties under the Second Lien
Indenture or any other material agreement of the ACG Parties, and (ii) the ACG Parties’ execution
and delivery of this Amendment has been duly authorized by all necessary corporate action.



     Section 5.5 Effectiveness of Fifth Amendment. Each of the conditions set forth in
Part 5 of that certain Fifth Amendment to Amended and Restated Credit Agreement and Temporary
Waiver Agreement, dated as of even date herewith, among ACG, ACG Holdings, Inc., Bank of America,
N.A. as administrative agent (“Agent”), and the lenders named therein (the “ACG
Lenders”) shall have been satisfied in the determination of the Agent and the ACG Lenders (or
satisfaction thereof has been waived by the Agent and the ACG Lenders) in accordance with the terms
thereof.



ARTICLE VI




Miscellaneous




     Section 6.1 Reaffirmation of ACG Party Obligations. Each ACG Party hereby ratifies
each of the Loan Documents (as amended pursuant to this Amendment) to which it is a party and
acknowledges and reaffirms that it is bound by all terms of the Loan Documents to which it is a
party. ACG Finance acknowledges and reaffirms that it is responsible for the observance and full
performance of the Obligations. Each ACG Party further represents and warrants to the
Administrative Agent and the Lenders that none of the ACG Parties has any claims, counterclaims,
offsets, credits or defenses to the Loan Documents or the performance of their respective
obligations thereunder, or if any ACG Party has any such claims, counterclaims, offsets, creditors
or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are
hereby waived, relinquished and released in consideration of the execution and delivery of this
Amendment by the Administrative Agent and the Lenders.



     Section 6.2 Instrument Pursuant to Existing Credit Agreement. This Amendment is a
Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with the terms
and provisions of the Existing Credit Agreement.



     Section 6.3 Effect. Except as expressly herein amended, the terms and conditions of
the Existing Credit Agreement, the Existing Servicing Agreement and the other Loan Documents shall
remain in full force and effect without amendment or modification, express or implied. The entering
into this Amendment by the Lenders shall not be construed or interpreted as an agreement by the
Lenders to enter into any future amendment or modification of the Amended Credit Agreement, the
Amended Servicing Agreement or any of the other Loan Documents.



     Section 6.4 References in Other Loan Documents. At such time as this Amendment shall
become effective pursuant to the terms of Article V hereof, all references in the Loan



9









 




Documents to the “Servicing Agreement” shall be deemed to refer to the Existing Servicing Agreement as amended
by this Amendment, and all references in the Loan Documents to the “Credit Agreement” shall be
deemed to refer to the Existing Credit Agreement as amended by this Amendment.




     Section 6.5 Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. Any signature delivered or transmitted
by a party by facsimile transmission shall be deemed to be an original signature hereto.



     Section 6.6 Integration. This Amendment, together with the Loan Documents, contains
the entire and exclusive agreement of the parties hereto with reference to the matters discussed
herein and therein. This Amendment supersedes all prior drafts and communications with respect
thereto. This Amendment may not be amended except in writing.



     Section 6.7 Further Assurances. ACG Finance and ACG agree to take such further
actions as the Agent shall reasonably request from time to time in connection herewith to evidence
or give effect to the amendments set forth herein or any of the transactions contemplated hereby.



     Section 6.8 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES.



     Section 6.9 Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.



     Section 6.10 Costs, Expenses. ACG agrees to pay on demand any and all reasonable
costs and expenses of the Administrative Agent and the Collateral Agent and all other fees and
other amounts payable to the Administrative Agent and the Collateral Agent, in each case incurred
in connection with the preparation, execution, delivery and administration of this Amendment
(including, without limitation, the reasonable fees and expenses of counsel to the Administrative
Agent) in accordance with the terms of Section 9.03 of the Existing Credit Agreement.



[Remainder of this page intentionally left blank.]




10









 





Execution Copy




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



	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	/s/ Patrick W. Kellick
 	 
	 	 	Name:  	Patrick W. Kellick 	 
	 	 	Title:  	Senior Vice President /CFO 	 
	 
	 	AMERICAN COLOR GRAPHICS FINANCE, LLC

 	 
	 	By:  	/s/ Patrick W. Kellick
 	 
	 	 	Name:  	Patrick W. Kellick 	 
	 	 	Title:  	President 	 
	 



ACG Amendment and Temporary Waiver Agreement





 









 





Execution Copy




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent and as Collateral

Agent

 	 
	 	By:  	/s/  Peter Sherman
 	 
	 	 	Name:  	Peter Sherman 	 
	 	 	Title:  	Managing Director 	 
	 



ACG Amendment and Temporary Waiver Agreement