**Exhibit10.7**

LIMITED CONSENTAND AMENDMENT NO. 6 TO CREDIT AGREEMENT

This LimitedConsent and Amendment No. 6 to Credit Agreement, dated as of November    ,2006 (this “Consent and Amendment”), is entered into by and amongVertis, Inc. (“Borrower”), as Borrower, the other Credit Partiessignatory hereto, General Electric Capital Corporation, as a Lender and asAgent for Lenders (“Agent”), and the other Lenders.

RECITALS

A.    Borrower, the other Credit Parties, Agent and Lenders are partiesto that certain Credit Agreement, dated as of December 22, 2004, including allannexes, exhibits and schedules thereto (as amended by: (i) that certainLimited Consent and Amendment No. 1 to Credit Agreement, dated as of October 3,2005; (ii) that certain Amendment No. 2 to Credit Agreement, dated as ofNovember 22, 2005; (iii) that certain Limited Consent and Amendment No. 3 toCredit Agreement, dated as of December 12, 2005; (iv) that certain AmendmentNo. 4 to Credit Agreement, dated as of May 30, 2006; and (v) that certainLimited Consent and Amendment No. 5 to Credit Agreement, dated as of September5, 2006; and as from time to time further amended, restated, supplemented orotherwise modified, the “Credit Agreement”).

B.    Borrower and the other Credit Parties have requested that Agentand Lenders consent to the condemnation of approximately twelve (12) acres ofland (the “Chalfont Property”) comprising a portion of the propertyowned by Webcraft, LLC (“Webcraft”) in Chalfont, Pennsylvania to NewBritain Township (the “Town”), and the transfer of the Chalfont Propertyto the Town in accordance with the terms of an agreement to be in form andsubstance satisfactory to Agent (the “Chalfont Property Transfer Agreement”)in connection with the construction by Webcraft of a warehouse in the Town.

C.    This Consent and Amendment shall constitute a Loan Document andthese Recitals shall be construed as part of this Consent and Amendment.

NOW THEREFORE, in consideration of the premises andthe mutual covenants hereinafter contained, and of the Loans and otherextensions of credit heretofore, now or hereafter made to, or for the benefitof, Borrower by Lenders, Borrower, the other Credit Parties, Agent and Lendershereby agree as follows:

# 1.             Definitions. Except to the extent otherwise specified herein, capitalized terms usedin this Consent and Amendment shall have the same meanings ascribed to them inthe Credit Agreement and Annex A thereto.

# 2.             Consents.

## 2.1.          NotwithstandingSection 5.7 of the Credit Agreement or any other provision of the CreditAgreement or any other Loan Document to the contrary, Agent and Lenders herebyconsent to the condemnation of the Chalfont Property by the Town and the 

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transfer by Webcraft ofthe Chalfont Property to the Town in accordance with the terms of the ChalfontProperty Transfer Agreement.

## 2.2.          Notwithstandingany provision of the Credit Agreement or any other Loan Document to thecontrary, Agent and Lenders hereby consent to the release of Agent’s Liens onthe assets of Webcraft which are being transferred by Webcraft to the Townpursuant to the Chalfont Property Transfer Agreement upon the closing of thetransactions contemplated by the Chalfont Property Transfer Agreement to theextent such properties and assets have been pledged to Agent pursuant to theCredit Agreement or any other Loan Document.

# 3.             Further Assurances.

## 3.1.          EachCredit Party shall, from time to time, execute and deliver such agreements,instruments, certificates, reports and other documents and take all suchactions as Agent or Lenders at any time may reasonably request to evidence,further document, effectuate or otherwise implement the actions described abovein Section 2, under the Credit Agreement and/or the other LoanDocuments.

## 3.2.         At the time of the closing of the transactions contemplated by the ChalfontProperty Transfer Agreement and from time to time thereafter, at Borrower’sexpense, Agent and Lenders shall execute and deliver such lien releaseinstruments and documents and take such related actions as Borrower may reasonablyrequest to evidence, further document, effectuate or otherwise implement therelease of Agent’s Liens as described above in Section 2, under theCredit Agreement and the other Loan Documents.

# 4.             Representations and Warranties.  Borrower and Credit Parties, jointly andseverally, hereby represent and warrant to Agent and Lenders that:

## 4.1.          Asidefrom the obligations set forth in the Chalfont Property Transfer Agreement,there are no post-closing obligations and liabilities, including, withoutlimitation, contingent obligations and liabilities, under the Chalfont PropertyTransfer Agreement of Borrower and the other Credit Parties to the Town or anyother Person, and (b) there is no existing guaranty, credit support, indemnityor other similar arrangement by Borrower or any other Credit Party or by any oftheir direct or indirect Subsidiaries in favor of the Town or any employee,customer or creditor relating to the Town.

## 4.2.          Theexecution, delivery and performance by Borrower and each of the other CreditParties of this Consent and Amendment have been duly authorized by allnecessary corporate action, and this Consent and Amendment constitutes thelegal, valid and binding obligation of Borrower and each of the other CreditParties enforceable against each of them in accordance with its terms, exceptas the enforcement hereof may be subject to the effect of any applicablebankruptcy, insolvency, reorganization, moratorium or similar law affectingcreditors’ rights generally or to general principles of equity.

## 4.3.          Theexecution, delivery and performance of this Consent and Amendment and theconsummation of the transactions contemplated hereby by Borrower and each otherCredit Party do not, and will not:

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### (a)           contravene orconflict with any provision of (i) law, (ii) any judgment, decree or order, or(iii) the certificate or articles of incorporation or by-laws or otherconstituent documents of Borrower or any other Credit Party; or

### (b)           contravene orconflict with, or cause any Lien to arise under, any provision of anyindenture, agreement, mortgage, lease, instrument or other document, including,without limitation, the Security Agreement, the February 2003 SeniorSubordinated Debt Documents, the 2002 Senior Debt Documents, the 2003 SeniorSecured Debt Documents or the Mezzanine Debt Documents, binding upon orotherwise affecting Borrower or any Credit Party or any property of Borrower orany Credit Party.

## 4.4.          NoDefault or Event of Default exists under the Credit Agreement or any other LoanDocument or will exist after or be triggered by the execution, delivery andperformance of this Consent and Amendment or the consummation of thetransactions contemplated hereby and by the Chalfont Property TransferAgreement.  In addition, each of Borrowerand each other Credit Party hereby represents, warrants and reaffirms that theCredit Agreement and each of the other Loan Documents remains in full force andeffect.

# 5.             Covenants.  Each of Borrower and each other Credit Partyexecuting this Consent and Amendment jointly and severally agrees as to allCredit Parties that from and after the date hereof, the Credit Parties shallnot and shall not cause or permit their Subsidiaries directly or indirectly tocreate, incur, assume or otherwise become or remain directly or indirectlyliable with respect to any guaranty, credit support, indemnity or other similararrangement, by Borrower or by any of its direct or indirect Subsidiaries infavor of the Town or any employee, customer or creditor relating to the Town.

# 6.             Conditions Precedent toEffectiveness.  The effectiveness ofthe consents set forth in Section 2 hereof are in each instance subjectto the satisfaction of each of the following conditions precedent:

## 6.1.          Consentand Amendment.  This Consent andAmendment shall have been duly executed and delivered by Borrower, the otherCredit Parties, Agent and Lenders.

## 6.2.          NoDefault.  No Default or Event ofDefault shall have occurred and be continuing or would result from theeffectiveness of this Consent and Amendment or the consummation of any of thetransactions contemplated hereby or by the Chalfont Property TransferAgreement.

## 6.3.          Opinion.  Agent and Lenders shall have received anopinion of counsel to Borrower, Sullivan & Cromwell LLP, with respect tothis Consent and Amendment, including, without limitation, as to this Consentand Amendment, the Chalfont Property Transfer Agreement and the transactionscontemplated hereby and thereby not conflicting with any provision of theSecurity Agreement, the February 2003 Senior Subordinated Debt Documents, the2002 Senior Debt Documents, the 2003 Senior Secured Debt Documents or theMezzanine Debt Documents, in form and substance acceptable to Agent.

## 6.4.          Miscellaneous.  Agent and Lenders shall have received suchother agreements, instruments and documents as Agent or Lenders may reasonablyrequest.

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# 7.             Reference to and Effect Upon theCredit Agreement and other Loan Documents. 

## 7.1.          FullForce and Effect.  Except asspecifically provided herein, the Credit Agreement, the Notes and each otherLoan Document shall remain in full force and effect and each is hereby ratifiedand confirmed by all Credit Parties.

## 7.2.          NoWaiver.  The execution, delivery andeffect of this Consent and Amendment shall be limited precisely as written andshall not be deemed to (i) be a consent to any waiver of any term or condition,or to any amendment or modification of any term or condition (except asspecifically provided herein) of the Credit Agreement or any other LoanDocument or (ii) prejudice any right, power or remedy which the Agent or anyLender now has or may have in the future under or in connection with the CreditAgreement, the Notes or any other Loan Document.

## 7.3.          CertainTerms.  Each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any otherword or words of similar import shall mean and be a reference to the CreditAgreement as amended hereby, and each reference in any other Loan Document tothe Credit Agreement or any word or words of similar import shall be and mean areference to the Credit Agreement as amended hereby.

# 8.             Counterparts.  This Consent and Amendment may be executed inany number of counterparts, each of which when so executed shall be deemed anoriginal but all such counterparts shall constitute one and the sameinstrument.  Delivery of an executedcounterpart of a signature page to this Consent and Amendment by telecopier or “pdf”shall be as effective as delivery of a manually executed counterpart signaturepage to this Consent and Amendment.

# 9.             Costs and Expenses.  As provided in the Credit Agreement, Borrowershall pay the fees, costs and expenses incurred by Agent in connection with thepreparation, execution and delivery of this Consent and Amendment (including,without limitation, attorneys’ fees).

# 10.           GOVERNING LAW.  THIS CONSENT AND AMENDMENT SHALL BE GOVERNEDBY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATEOF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS.

# 11.           Headings.  Section headings in this Consent andAmendment are included herein for convenience of reference only and shall notconstitute a part of this Consent and Amendment for any other purpose.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, this Consent and Amendment hasbeen duly executed as of the date first written above.
|            | BORROWER:                      |                    |   |
|------------|--------------------------------|-------------------------|--------|
|       |                           |                    |   |
| ** ** | **VERTIS, INC.**               |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|            |                                |                         |        |  |

 

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|            |                                          |                   |   |
|------------|-----------------------------------------------|------------------------|--------|
| ** ** | **GENERAL ELECTRIC CAPITAL**

**CORPORATION** |                   |   |
|       | as Agent, an L/C Issuer and a Lender          |                   |   |
|       |                                          |                   |   |
|       | By:                                           | /S/ Daniel D. McCready |   |   |
|       | Duly Authorized  Signatory                    |                   |   |
|            |                                               |                        |        |  |

 

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|            |                         |                 |   |
|------------|------------------------------|----------------------|--------|
| ** ** | **BANK OF AMERICA, N.A.**    |                 |   |
|       | as a Lender                  |                 |   |
|       |                         |                 |   |
|       | By:                          | /S/ Richard Levenson |   |   |
|       | Name: Richard Levenson       |                 |   |
|       | Title: Senior Vice President |                 |   |
|            |                              |                      |        |  |

 

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                The followingPersons are signatory to this Amendment in their capacity as Credit Parties andnot as Borrowers:
|            | ** **                     |                    |   |
|------------|--------------------------------|-------------------------|--------|
| ** ** | ** **                     |                    |   |
| ** ** | **VERTIS HOLDINGS, INC.**      |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|       |                           |                    |   |
|       |                           |                    |   |
| ** ** | **ENTERON GROUP LLC**          |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|       |                           |                    |   |
|       |                           |                    |   |
| ** ** | **WEBCRAFT, LLC**              |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|       |                           |                    |   |
|       |                           |                    |   |
| ** ** | **USA DIRECT, LLC**            |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|       |                           |                    |   |
|       |                           |                    |   |
| ** ** | **VERTIS MAILING, LLC**        |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|            |                                |                         |        |  |  |  |  |

 

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|            |                           |                    |   |
|------------|--------------------------------|-------------------------|--------|
| ** ** | **WEBCRAFT CHEMICALS, LLC**    |                    |   |
| ** ** | ** **                     |                    |   |
| ** ** | ** **                     |                    |   |
|       | By:                            | /S/ Stephen E. Tremblay |   |   |
|       | Name: Stephen E. Tremblay      |                    |   |
|       | Title: Chief Financial Officer |                    |   |
|            |                                |                         |        |  |

 

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