**Exhibit 10.52**

**SECOND AMENDMENT**

THIS SECOND AMENDMENT(this “Amendment”), is dated March 30, 2007, and relates to (i) thatcertain Receivables Funding and Administration Agreement, dated as of November25, 2005 (as amended pursuant to that certain First Amendment dated as ofSeptember 5, 2006 and as further amended, restated, supplemented or otherwisemodified from time to time, the “Funding Agreement”), among VertisReceivables II, LLC, a Delaware limited liability company (“Borrower”),the financial institutions from time to time party thereto (each a “Lender”and collectively, the “Lenders”), General Electric Capital Corporation,a Delaware corporation, as administrative agent for the Lenders (the “AdministrativeAgent”) and (ii) that certain Receivables Sale and Servicing Agreement,dated as of November 25, 2005 (as amended, restated, supplemented or otherwisemodified from time to time, the “Sale Agreement” and together with theFunding Agreement, the “Agreements” and each an “Agreement”)among Borrower, Vertis, Inc., a Delaware corporation, as servicer (in suchcapacity, the “Servicer”) and in its individual capacity (in suchcapacity, “Parent”) and each of the Originators listed on the signaturepages hereto (collectively, the “Originators”), and is hereby made byBorrower, the Administrative Agent, the Servicer, the Parent, the Originatorsand the Lenders. Capitalized terms used herein and not otherwise defined shallhave the meanings ascribed to them in the Funding Agreement or the SaleAgreement, as applicable.

W I T N E S S E T H:

WHEREAS, theAdministrative Agent, the Lenders and Borrower desire to amend the FundingAgreement on the terms and conditions set forth herein; and

WHEREAS, Borrower,Servicer, Parent and the Originators desire to amend the Sale Agreement on theterms and conditions set forth herein;

NOW, THEREFORE, inconsideration of the foregoing premises, the parties hereto agree as follows:

# 1.             Amendment to Sale Agreement.  As of the “Effective Date” (as defined in Section4 below), Annex Z to the Sale Agreement is hereby amended and restated inits entirety as Attachment I attached hereto and made part hereof.

# 2.             Amendment to Funding Agreement.  As of the “Effective Date” (as defined in Section4 below), Section 2.03(a) of the Funding Agreement is hereby amended todelete the sixth sentence of such section and to replace such sentence with thefollowing sentences:

*TheAdministrative Agent shall review (x) the Borrowing Base Certificate deliveredin connection with each Borrowing Request and (y) such other information deemedreasonably necessary or desirable by the Administrative Agent (including,without limitation, the amount of any Collections received by the Borrower, theServicer or the Administrative Agent up to and including the date of suchrequested Borrowing that are*

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* *

*notreflected on the Borrowing Base Certificate delivered in connection with suchBorrowing Request (“Additional Collections”) and the application of suchAdditional Collections in accordance with Section 2.08 hereof) toconfirm whether a Funding Excess exists or would arise after giving effect tothe Borrowing requested in the related Borrowing Request (including, withoutlimitation, any Funding Excess arising because Additional Collections have beenapplied to reduce calculation of the Borrowing Base as of the date of suchrequested Borrowing but such Additional Collections have not yet been appliedto reduce the Outstanding Principal Amount pursuant to Section 2.08hereof as of the date of such requested Borrowing). For the avoidance of doubtand without limiting the terms of the definition of “Funding Excess” set forthherein, the Administrative Agent’s determination as to the existence of aFunding Excess before or after giving effect to any Requested Borrowing  shall be final, binding and conclusive on allparties to the Funding Agreement (absent manifest error).*

# 3.             Representations and Warranties.

## (a)           As of the EffectiveDate, Borrower hereby represents and warrants to Administrative Agent and theLenders that (i) all of the representations and warranties of Borrower in theRelated Documents are true and correct in all material respects on and as ofsuch date as though made to each such Person on and as of such date (other thanrepresentations and warranties which expressly speak as of a different date,which representations shall be made only on such date), (ii) each of therecitals accurately describes the transactions described therein in allrespects, and (iii) as of such date, no Incipient Termination Event, TerminationEvent, Incipient Servicer Termination Event or Event of Servicer TerminationEvent has occurred and is continuing.

## (b)           As of the EffectiveDate, each of the Transaction Parties hereby represents and warrants toBorrower that (i) all of the representations and warranties of such Person inthe Related Documents are true and correct in all material respects on and asof such date as though made to each such Person on and as of such date (otherthan representations and warranties which expressly speak as of a differentdate, which representations shall be made only on such date), (ii) each of therecitals accurately describes the transactions described therein in allrespects, and (iii) as of such date, no Incipient Termination Event,Termination Event, Incipient Servicer Termination Event or Event of ServicerTermination Event has occurred and is continuing.

# 4.             Effective Date.  The “Effective Date” shall occur uponthe Administrative Agent’s receipt of each of the following:

## (a)            counterparts ofthis Amendment executed by each of the Persons identified on the signaturepages hereto; and

## (b)           an amendment feefrom Borrower in an amount equal to 0.20% of the aggregate amount of all of theCommitments, to be distributed by Administrative

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##  

## Agent pro ratato the Lenders (which such amendment fee shall be fully earned andnon-refundable on the date paid).

# 5.             Reference to and Effect on theRelated Documents.

## (a)           As applicable, onand after the Effective Date, each reference in any Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import, and each referencein the other Related Documents to such Agreement, shall mean and be a referenceto such Agreement as modified hereby.

## (b)           Except asspecifically amended or consented to above, all of the terms of each Agreementand all other Related Documents remain unchanged and in full force and effect.

## (c)           The execution,delivery and effectiveness of this Amendment shall not operate as a waiver ofany right, power or remedy of any party under any of the Related Documents, norconstitute an amendment, other than as set forth herein, or waiver of anyprovision of any of the Related Documents, nor obligate any such party to agreeto similar consents in the future.

## (d)           This Amendment shallconstitute a Related Document.

# 6.             Costs and Expenses.  Borrower agrees to pay upon demand inaccordance with the terms of Section 12.04 of the Funding Agreement allreasonable costs and expenses of the Administrative Agent in connection withthe preparation, negotiation, execution and delivery of this Amendment,including, without limitation, the reasonable fees, expenses and disbursementsof Sidley Austin LLP, counsel for the Administrative Agent with respect to anyof the foregoing.

# 7.             Miscellaneous.  The headings herein are for convenience ofreference only and shall not alter or otherwise affect the meaning hereof.

# 8.             Counterparts.  This Amendment may be executed in any numberof counterparts and by the different parties hereto in separate counterparts,each of which when so executed and delivered by facsimile shall be an original,but all of which shall together constitute one and the same instrument.

# 9.             GOVERNING LAW.  **THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALLRESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BEGOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERALOBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES)EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OFTHE INTERESTS OF BORROWER OR THE ADMINISTRATIVE AGENT IN THE RECEIVABLES ORREMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWSOF A JURISDICTION OTHER THAN THE STATE OF**

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# ** **

# **NEW YORK, AND ANY APPLICABLE LAWS OF THE UNITED STATESOF AMERICA.**

*              *              *

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed by their respectiveofficers thereunto duly authorized as of the date first above written.
|        | VERTIS RECEIVABLES II, LLC, as Borrower                 |
|--------|---------------------------------------------------------|
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |
|   | VERTIS, INC., as Servicer, Parent and as an  Originator |
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |
|   | WEBCRAFT, LLC, as an Originator                         |
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |
|   | WEBCRAFT CHEMICALS, LLC, as an Originator               |
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |
|   | ENTERON GROUP, LLC, as an Originator                    |
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |
|   | VERTIS MAILING, LLC, as an Originator                   |
|   |                                                    |   |
|   | By:                                                     | /S/ Stephen  E. Tremblay |
|   | Name:                                                   | Stephen E. Tremblay |
|   | Title:                                                  | Chief Financial Officer |
|   |                                                    |   |

 

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|        | GENERAL ELECTRIC CAPITAL CORPORATION, as  Administrative Agent             |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |   |
|   | By:                                                                        | /S/ Susan  Bassett |
|   | Name:                                                                      | Susan Bassett |
|   | Title:                                                                     | Duly Authorized Signatory |
|   |                                                                       |   |
|   | GENERAL ELECTRIC CAPITAL CORPORATION, as the Lender  and Swing Line Lender |
|   |                                                                       |   |
|   | By:                                                                        | /S/ Susan  Bassett |
|   | Name:                                                                      | Susan Bassett |
|   | Title:                                                                     | Duly Authorized Signatory |
|   |                                                                       |   |

 

 

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**ATTACHMENT I TO SECOND AMENDMENT**

**AMENDED AND RESTATED ANNEX Z TOSALE AGREEMENT**

**[ATTACHED]**

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ANNEX Z

FINANCIAL TEST

Minimum EBITDA. Holdings and its Subsidiaries on a consolidated basis shall have, (i) atthe end of each Fiscal Month ending during Fiscal Year 2007, EBITDA (ascalculated in accordance with the table set forth below) for the twelvetrailing Fiscal Months, of not less than $125,000,000, (ii) at the end of eachFiscal Quarter ending during Fiscal Year 2008, EBITDA (as calculated inaccordance with the table set forth below) for the four Fiscal Quarter periodthen ended of not less than $125,000,000 and (iii) at all other times, at theend of each Fiscal Quarter, EBITDA (as calculated in accordance with the tableset forth below) for the four Fiscal Quarter period then ended of not less than$160,000,000.  In the event that Holdingsand its Subsidiaries are not in compliance with the preceding sentence, THL andEvercore shall have the option to make a common equity or, on terms andconditions acceptable to Administrative Agent, preferred equity, contributionto Holdings and the net proceeds of such equity contribution shall be treatedon a dollar for dollar basis as EBITDA for purposes of determining compliancewith the preceding sentence; provided, that, such an equity contribution shall, forpurposes of its treatment as EBITDA, (i) not be made more than once in anyfiscal year and (ii) not exceed $15,000,000 in amount (i.e.,not more than $15,000,000 of such an equity contribution shall be treated as areplacement for EBITDA in any year and such an equity contribution may only bemade once per year).

“EBITDA” shall be calculated in accordance with the followingtable:
| Consolidated Net Income is  defined as follows:                            |                                                                                                                                                                                                                                                                                                  |   |
|----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                       |                                                                                                                                                                                                                                                                                                  |   |
| Net income during the measuring period on a  consolidated basis excluding: |                                                                                                                                                                                                                                                                                                  | $      |   |
|                                                                       |                                                                                                                                                                                                                                                                                                  |   |
|                                                                       | the income (or deficit) accrued prior to the date a  Subsidiary was merged or consolidated into Holdings or any of Holdings’  Subsidiaries                                                                                                                                                       |   |   |
|                                                                       |                                                                                                                                                                                                                                                                                                  |   |   |
|                                                                       | the income (or deficit) from operations of any  entity that is not a Subsidiary of Holdings but in which Holdings has an  ownership interest, except to the extent any such income has actually been  received by Holdings or any of its Subsidiaries in the form of cash dividends  or distributions |   |   |
|                                                                       |                                                                                                                                                                                                                                                                                                  |   |   |
|                                                                       | any restoration to income of any contingency reserve  greater than $1,000,000, except to the extent that provision for such reserve  was made out of income accrued during such period                                                                                                                |   |   |
|                                                                       |                                                                                                                                                                                                                                                                                                  |   |   |
|                                                                       | any net gain (or loss) attributable to the write-up  (or write-down) of any asset (other than accounts and inventory)                                                                                                                                                                                 |   |   |

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|                                      | any net gain from the collection of the proceeds of  life insurance policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|--------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | any net gain (or loss) arising from the sale of any  securities, or the extinguishment of any Indebtedness, of Holdings or any of  their Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Consolidated Net Income              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $      |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| EBITDA is defined as follows:        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Consolidated Net Income (from above) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $      |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Plus:                                | (in each case to the extent included in the calculation  of Consolidated Net Income, but without duplication):                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | Interest Expense, net of interest income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | Non-cash interest expense and amortization of  original issue discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | any fees payable with respect to the Related  Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | gain/ (losses) from extraordinary items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | any gain (or loss) arising from the sale, exchange  or other disposition of assets out of the ordinary course of business, other  than accounts and inventory                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | (i) any other non-cash gains/(losses) (other than  non-cash losses relating to write-offs, write-downs or reserves with respect  to accounts and inventory) and (ii) any management fees permitted to be paid  to (A) THL and/or any THL Affiliates or (B) Evercore and/or any Evercore  Affiliates, in accordance with Section 5.8 of the Credit Agreement (as in  effect as of March 30, 2007 without giving effect to any subsequent  amendments or modifications thereto) to the extent such management fees are  accrued rather than paid |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | non-recurring gains/ (losses)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | any provision for income taxes/ (net of income tax  credits)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | amortization of deferred financing fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|                                 | restructuring charges (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |

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|                 | restructuring charges (non-GAAP)                                                                                               |                          |   |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------|-------------------------------|--------|
|            |                                                                                                                           |                          |   |
|            | depreciation and amortization                                                                                                  |                          |   |
|            |                                                                                                                           |                          |   |
|            | any deduction as the result of any grant to any  members of the management of Holdings or any of its Subsidiaries of any Stock |                          |   |
|            |                                                                                                                           |                          |
| EBITDA          |                                                                                                                           | $                             |   |
|            |                                                                                                                           |                          |
| Required EBITDA |                                                                                                                           | $[160,000,000] $[125,000,000] |

 

Capitalizedterms used in this Annex Z and not otherwise defined herein shall havethe respective meanings ascribed to them in Annex X.  In addition, when used herein, the followingdefined terms shall have the definitions set forth below:

“FiscalMonth” means any of the monthly accounting periods of Parent of each FiscalYear.

“FiscalQuarter” means any of the quarterly accounting periods of Parent, ending onMarch 31, June 30, September 30 and December 31 of each year.

“FiscalYear” means any of the annual accounting periods of Parent ending onDecember 31 of each year.

Rules ofConstruction Concerning Financial Tests.  Unlessotherwise specifically provided therein, any accounting term used in anyRelated Document shall have the meaning customarily given such term inaccordance with GAAP, and all financial computations thereunder shall becomputed in accordance with GAAP consistently applied.  That certain items or computations areexplicitly modified by the phrase “in accordance with GAAP” shall in no way beconstrued to limit the foregoing.  If anyAccounting Changes occur and such changes result in a change in the calculationof the financial tests, standards or terms used in any Related Document, thenthe parties thereto agree to enter into negotiations in order to amend suchprovisions so as to equitably reflect such Accounting Changes with the desiredresult that the criteria for evaluating the financial condition of such Personsand their Subsidiaries shall be the same after such Accounting Changes as ifsuch Accounting Changes had not been made. If the parties thereto agree upon the required amendments thereto, thenafter appropriate amendments have been executed and the underlying AccountingChange with respect thereto has been implemented, any reference to GAAPcontained therein shall, only to the extent of such Accounting Change, refer toGAAP consistently applied after giving effect to the implementation of suchAccounting Change.  If such partiescannot agree upon the required amendments within 30 days following the date ofimplementation of any Accounting Change, then all financial statementsdelivered and all calculations of financial tests and other standards and termsin accordance with the Related Documents shall be prepared, delivered and madewithout regard to the underlying Accounting Change.

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