**Exhibit4.4**

** **

**VERTIS, INC.,**

**as Issuer,**

**the Guarantorsnamed herein**

**and**

**THE BANK OF NEW YORK,**

**as Trustee**

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**INDENTURE**

**Dated as of February 28, 2003**

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**up to $293,500,000**

**13**1¤2%Senior Subordinated Notes due 2009

** **

 

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[CROSS-REFERENCE TABLE]
| **TIA Section** | ** **      | ** ** | ** ** | **Indenture Section** |
|-----------------|-----------------|------------|------------|-----------------------|
| ** **      | ** **      | ** ** | ** ** | ** **            |
| § 310 (a)  | (l)             |       |       | 7.10                  |
| (a)             | (2)             |       |       | 7.10                  |
| (a)             | (3)             |       |       | N.A.                  |
| (a)             | (4)             |       |       | N.A.                  |
| (a)             | (5)             |       |       | 7.10                  |
| (b)             |            |       |       | 7.8; 7.10; 13.2       |
| (c)             |            |       |       | N.A.                  |
| § 311 (a)  |            |       |       | 7.11                  |
| (b)             |            |       |       | 7.11                  |
| (c)             |            |       |       | N.A.                  |
| § 312 (a)  |            |       |       | 2.5                   |
| (b)             |            |       |       | 13.3                  |
| (c)             |            |       |       | 13.3                  |
| § 313 (a)  |            |       |       | 7.6                   |
| (b)             | (l)             |       |       | 7.6                   |
| (b)             | (2)             |       |       | 7.6                   |
| (c)             |            |       |       | 7.6; 13.2(b)          |
| (d)             |            |       |       | 7.6                   |
| § 314 (a)  |            |       |       | 4.6; 4.7; 13.2        |
| (b)             |            |       |       | N.A.                  |
| (c)             | (1)             |       |       | 13.4                  |
| (c)             | (2)             |       |       | 13.4                  |
| (c)             | (3)             |       |       | 13.4                  |
| (d)             |            |       |       | N.A.                  |
| (e)             |            |       |       | 13.5                  |
| (f)             |            |       |       | N.A.                  |
| § 315 (a)  |            |       |       | 7.1(b)                |
| (b)             |            |       |       | 7.5; 13.2             |
| (c)             |            |       |       | 7.1(a)                |
| (d)             |            |       |       | 7.1(c)                |
| (e)             |            |       |       | 6.11                  |
| § 316 (a)  | (last sentence) |       |       | 2.9                   |
| (a)             | (1)(A)          |       |       | 6.5                   |
| (a)             | (1)(B)          |       |       | 6.4                   |
| (a)             | (2)             |       |       | N.A.                  |
| (b)             |            |       |       | 6.7                   |
| (c)             |            |       |       | 9.4                   |
| § 317 (a)  | (1)             |       |       | 6.8                   |
| (a)             | (2)             |       |       | 6.9                   |
| (b)             |            |       |       | 2.4                   |
| § 318 (a)  |            |       |       | 13.1                  |
| (c)             |            |       |       | 13.1                  |

 

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N.A. means Not Applicable.

i

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NOTE:           This Cross-Reference Table shall not,for any purpose, be deemed to be a part of this Indenture.

ii

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TABLE OF CONTENTS
|                                             | ** ** | ** **                                        | ** ** | **Page** |
|---------------------------------------------|------------|---------------------------------------------------|------------|----------|
|                                        |       |                                              |       |     |
| ARTICLE I                                   |
|                                        |       |                                              |       |     |
| DEFINITIONS AND  INCORPORATION BY REFERENCE |
|                                        |       |                                              |       |     |
| SECTION 1.1                                 |       | Definitions                                       |       | 1        |
| SECTION 1.2                                 |       | Incorporation by Reference of Trust Indenture Act |       | 35       |
| SECTION 1.3                                 |       | Rules of Construction                             |       | 36       |
|                                        |       |                                              |       |     |
| ARTICLE II                                  |
|                                        |       |                                              |       |     |
| THE SECURITIES                              |
|                                        |       |                                              |       |     |
| SECTION 2.1                                 |       | Form and Dating                                   |       | 36       |
| SECTION 2.2                                 |       | Execution and Authentication                      |       | 36       |
| SECTION 2.3                                 |       | Registrar and Paying Agent                        |       | 37       |
| SECTION 2.4                                 |       | Paying Agent To Hold Money in Trust               |       | 38       |
| SECTION 2.5                                 |       | Securityholder Lists                              |       | 38       |
| SECTION 2.6                                 |       | Transfer and Exchange                             |       | 39       |
| SECTION 2.7                                 |       | Replacement Notes                                 |       | 39       |
| SECTION 2.8                                 |       | Outstanding Notes                                 |       | 40       |
| SECTION 2.9                                 |       | Treasury Notes                                    |       | 40       |
| SECTION 2.10                                |       | Temporary Notes                                   |       | 40       |
| SECTION 2.11                                |       | Cancellation                                      |       | 41       |
| SECTION 2.12                                |       | Defaulted Interest                                |       | 41       |
| SECTION 2.13                                |       | CUSIP Number                                      |       | 41       |
| SECTION 2.14                                |       | Book-Entry Provisions for Global Securities       |       | 42       |
| SECTION 2.15                                |       | Special Transfer Provisions                       |       | 43       |
|                                        |       |                                              |       |     |
| ARTICLE III                                 |
|                                        |       |                                              |       |     |
| REDEMPTION                                  |
|                                        |       |                                              |       |     |
| SECTION 3.1                                 |       | Notices to Trustee                                |       | 45       |
| SECTION 3.2                                 |       | Selection of Notes To Be Redeemed                 |       | 45       |
| SECTION 3.3                                 |       | Notice of Redemption                              |       | 45       |
| SECTION 3.4                                 |       | Effect of Notice of Redemption                    |       | 46       |
| SECTION 3.5                                 |       | Deposit of Redemption Price                       |       | 46       |
| SECTION 3.6                                 |       | Notes Redeemed in Part                            |       | 47       |
|                                             |            |                                                   |            |          |  |  |

 

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| ARTICLE IV             |
|------------------------|
|                   |   |   |   |   |
| COVENANTS              |
|                   |   |   |   |   |
| SECTION 4.1            |   | Payment of Notes |   | 47 |
| SECTION 4.2            |   | Maintenance of Office or Agency |   | 47 |
| SECTION 4.3            |   | Corporate Existence |   | 48 |
| SECTION 4.4            |   | Payment of Taxes and Other Claims |   | 48 |
| SECTION 4.5            |   | Maintenance of Properties |   | 49 |
| SECTION 4.6            |   | Compliance Certificates; Notice of Default |   | 49 |
| SECTION 4.7            |   | Reports |   | 50 |
| SECTION 4.8            |   | Limitation on Restricted Payments |   | 50 |
| SECTION 4.9            |   | Limitation on Incurrence of Additional Indebtedness |   | 54 |
| SECTION 4.10           |   | Limitation on Dividend and Other Payment  Restrictions Affecting Subsidiaries |   | 54 |
| SECTION 4.11           |   | Limitation on Liens |   | 56 |
| SECTION 4.12           |   | Limitation on Asset Sales |   | 56 |
| SECTION 4.13           |   | Limitations on Transactions with Affiliates |   | 61 |
| SECTION 4.14           |   | Prohibition on Incurrence of Senior Subordinated  Debt |   | 63 |
| SECTION 4.15           |   | Change of Control |   | 63 |
| SECTION 4.16           |   | Waiver of Stay; Extension of Usury Laws |   | 65 |
| SECTION 4.17           |   | Limitation on Guarantees by Restricted Subsidiaries |   | 65 |
| SECTION 4.18           |   | Limitation on Preferred Stock of Subsidiaries |   | 67 |
| SECTION 4.19           |   | Conduct of Business |   | 67 |
|                   |   |   |   |   |
| ARTICLE V              |
|                   |   |   |   |   |
| SUCCESSOR  CORPORATION |
|                   |   |   |   |   |
| SECTION 5.1            |   | Limitation on Mergers, Consolidations or Sales of  Assets |   | 67 |
| SECTION 5.2            |   | Successor Entity Substituted |   | 69 |
|                   |   |   |   |   |
| ARTICLE VI             |
|                   |   |   |   |   |
| DEFAULT AND  REMEDIES  |
|                   |   |   |   |   |
| SECTION 6.1            |   | Events of Default |   | 70 |
| SECTION 6.2            |   | Acceleration |   | 72 |
| SECTION 6.3            |   | Other Remedies |   | 73 |
| SECTION 6.4            |   | Waiver of Past Default |   | 73 |
| SECTION 6.5            |   | Control by Majority |   | 73 |
| SECTION 6.6            |   | Limitation on Suits |   | 74 |
| SECTION 6.7            |   | Rights of Holders To Receive Payment |   | 74 |
| SECTION 6.8            |   | Collection Suit by Trustee |   | 74 |
| SECTION 6.9            |   | Trustee May File Proofs of Claim |   | 75 |

 

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| SECTION 6.10                         |   | Priorities                                             |   | 75     |
|--------------------------------------|--------|--------------------------------------------------------|--------|--------|
| SECTION 6.11                         |   | Undertaking for Costs                                  |   | 75     |
| SECTION 6.12                         |   | Rights and Remedies Cumulative                         |   | 76     |
| SECTION 6.13                         |   | Delay or Omission Not Waiver                           |   | 76     |
|                                 |   |                                                   |   |   |
| ARTICLE VII                          |
|                                 |   |                                                   |   |   |
| TRUSTEE                              |
|                                 |   |                                                   |   |   |
| SECTION 7.1                          |   | Duties of Trustee                                      |   | 76     |
| SECTION 7.2                          |   | Rights of Trustee                                      |   | 77     |
| SECTION 7.3                          |   | Individual Rights of Trustee                           |   | 79     |
| SECTION 7.4                          |   | Trustee’s Disclaimer                              |   | 79     |
| SECTION 7.5                          |   | Notice of Defaults                                     |   | 79     |
| SECTION 7.6                          |   | Reports by Trustee to Holders                          |   | 79     |
| SECTION 7.7                          |   | Compensation and Indemnity                             |   | 80     |
| SECTION 7.8                          |   | Replacement of Trustee                                 |   | 81     |
| SECTION 7.9                          |   | Successor Trustee by Merger, Etc.                      |   | 82     |
| SECTION 7.10                         |   | Eligibility; Disqualification                          |   | 82     |
| SECTION 7.11                         |   | Preferential Collection of Claims Against Company      |   | 82     |
|                                 |   |                                                   |   |   |
| ARTICLE VIII                         |
|                                 |   |                                                   |   |   |
| DISCHARGE OF  INDENTURE; DEFEASANCE  |
|                                 |   |                                                   |   |   |
| SECTION 8.1                          |   | Termination of the Company’s Obligations          |   | 82     |
| SECTION 8.2                          |   | Legal Defeasance and Covenant Defeasance               |   | 84     |
| SECTION 8.3                          |   | Conditions to Legal Defeasance or Covenant  Defeasance |   | 85     |
| SECTION 8.4                          |   | Application of Trust Money                             |   | 87     |
| SECTION 8.5                          |   | Repayment to the Company                               |   | 87     |
| SECTION 8.6                          |   | Reinstatement                                          |   | 88     |
|                                 |   |                                                   |   |   |
| ARTICLE IX                           |
|                                 |   |                                                   |   |   |
| AMENDMENTS,  SUPPLEMENTS AND WAIVERS |
|                                 |   |                                                   |   |   |
| SECTION 9.1                          |   | Without Consent of Holders                             |   | 88     |
| SECTION 9.2                          |   | With Consent of Holders                                |   | 89     |
| SECTION 9.3                          |   | Compliance with Trust Indenture Act                    |   | 90     |
| SECTION 9.4                          |   | Revocation and Effect of Consents                      |   | 91     |
| SECTION 9.5                          |   | Notation on or Exchange of Notes                       |   | 91     |
| SECTION 9.6                          |   | Trustee To Sign Amendments, Etc.                       |   | 91     |

 

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| ARTICLE X                               |
|-----------------------------------------|
|                                    |   |   |   |   |
| SUBORDINATION                           |
|                                    |   |   |   |   |
| SECTION 10.1                            |   | Notes  Subordinated to Senior Debt |   | 92 |
| SECTION 10.2                            |   | Suspension of  Payment When Senior Debt Is in Default |   | 92 |
| SECTION 10.3                            |   | Obligations  Subordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation  or Reorganization of Company |   | 94 |
| SECTION 10.4                            |   | Payments May Be  Paid Prior to Dissolution |   | 95 |
| SECTION 10.5                            |   | Holders To Be  Subrogated to Rights of Holders of Senior Debt |   | 96 |
| SECTION 10.6                            |   | Obligations of  the Company Unconditional |   | 96 |
| SECTION 10.7                            |   | Reliance on  Judicial Order or Certificate of Liquidating Agent |   | 97 |
| SECTION 10.8                            |   | Subordination  Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior  Debt |   | 97 |
| SECTION 10.9                            |   | Holders  Authorize Trustee To Effectuate Subordination of Obligations |   | 98 |
| SECTION 10.10                           |   | Amendments or  Modifications to Article X |   | 98 |
| SECTION 10.11                           |   | Article X Not to  Prevent Events of Default |   | 98 |
| SECTION 10.12                           |   | No Fiduciary  Duty of Trustee to Holders of Senior Debt |   | 99 |
|                                    |   |   |   |   |
| ARTICLE XI                              |
|                                    |   |   |   |   |
| GUARANTEE                               |
|                                    |   |   |   |   |
| SECTION 11.1                            |   | Unconditional Guarantee |   | 99 |
| SECTION 11.2                            |   | Subordination of Guarantee |   | 100 |
| SECTION 11.3                            |   | Severability |   | 100 |
| SECTION 11.4                            |   | Release of a Guarantor |   | 100 |
| SECTION 11.5                            |   | Limitation of Guarantor”s Liability |   | 101 |
| SECTION 11.6                            |   | Consolidation, Merger and Sale of Assets |   | 101 |
| SECTION 11.7                            |   | Contribution |   | 102 |
| SECTION 11.8                            |   | Waiver of Subrogation |   | 102 |
| SECTION 11.9                            |   | Evidence of Guarantee |   | 103 |
| SECTION 11.10                           |   | Waiver of Stay, Extension or Usury Laws |   | 103 |
|                                    |   |   |   |   |
| ARTICLE XII                             |
|                                    |   |   |   |   |
| SUBORDINATION OF  GUARANTEE OBLIGATIONS |
|                                    |   |   |   |   |
| SECTION 12.1                            |   | Guarantee Obligations Subordinated to Guarantor  Senior Debt |   | 103 |

 

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| SECTION 12.2  |   | Suspension of  Guarantee Obligations When Guarantor Senior Debt Is in Default                                                                      |   | 104    |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| SECTION 12.3  |   | Guarantee  Obligations Subordinated to Prior Payment of All Guarantor Senior Debt on  Dissolution, Liquidation or Reorganization of Such Guarantor |   | 105    |
| SECTION 12.4  |   | Payments May Be  Paid Prior to Dissolution                                                                                                         |   | 106    |
| SECTION 12.5  |   | Holders To Be  Subrogated to Rights of Lenders of Guarantor Senior Debt                                                                            |   | 107    |
| SECTION 12.6  |   | Guarantee  Obligations of the Guarantors Unconditional                                                                                             |   | 107    |
| SECTION 12.7  |   | Reliance on  Judicial Order or Certificate of Liquidating Agent                                                                                    |   | 107    |
| SECTION 12.8  |   | Subordination  Rights Not Impaired by Acts or Omissions of the Guarantors or Lenders of  Guarantor Senior Debt                                     |   | 108    |
| SECTION 12.9  |   | Holders  Authorize Trustee To Effectuate Subordination of Guarantee Obligations                                                                    |   | 108    |
| SECTION 12.10 |   | This Article XII  Not To Prevent Events of Default                                                                                                 |   | 109    |
| SECTION 12.11 |   | Amendments or  Modifications to Article XII                                                                                                        |   | 109    |
| SECTION 12.12 |   | No Fiduciary  Duty of Trustee to Holders of Senior Debt                                                                                            |   | 109    |
|          |   |                                                                                                                                               |   |   |
| ARTICLE XIII  |
|          |   |                                                                                                                                               |   |   |
| MISCELLANEOUS |
|          |   |                                                                                                                                               |   |   |
| SECTION 13.1  |   | Trust Indenture Act Controls                                                                                                                       |   | 110    |
| SECTION 13.2  |   | Notices                                                                                                                                            |   | 110    |
| SECTION 13.3  |   | Communications by Holders with Other Holders                                                                                                       |   | 111    |
| SECTION 13.4  |   | Certificate and Opinion of Counsel as to Conditions  Precedent                                                                                     |   | 111    |
| SECTION 13.5  |   | Statements Required in Certificate and Opinion of  Counsel                                                                                         |   | 112    |
| SECTION 13.6  |   | Rules by Trustee, Paying Agent, Registrar                                                                                                          |   | 112    |
| SECTION 13.7  |   | Legal Holidays                                                                                                                                     |   | 112    |
| SECTION 13.8  |   | Governing Law                                                                                                                                      |   | 112    |
| SECTION 13.9  |   | No Recourse Against Others                                                                                                                         |   | 113    |
| SECTION 13.10 |   | Successors                                                                                                                                         |   | 113    |
| SECTION 13.11 |   | Counterparts                                                                                                                                       |   | 113    |
| SECTION 13.12 |   | Severability                                                                                                                                       |   | 113    |
| SECTION 13.13 |   | Table of Contents, Headings, Etc.                                                                                                                  |   | 113    |
| SECTION 13.14 |   | No Adverse Interpretation of Other Agreements                                                                                                      |   | 113    |
| SECTION 13.15 |   | Benefits of Indenture                                                                                                                              |   | 114    |
| SECTION 13.16 |   | Independence of Covenants                                                                                                                          |   | 114    |

 

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| Exhibit A-1 |   | — |   | Form of Series A Note                                          |
|-------------|--------|--------|--------|----------------------------------------------------------------|
| Exhibit A-2 |   | — |   | Form of Series B Note                                          |
| Exhibit B   |   | — |   | Form of Legend for Global Securities                           |
| Exhibit C   |   | — |   | Transferee Certificate for Non-QIB Accredited  Investors       |
| Exhibit D   |   | — |   | Transferee Certificate for Transfers Pursuant to  Regulation S |
| Exhibit E   |   | — |   | Form of Guarantee                                              |

 

Note:      This Table of Contents shall not, for anypurpose, be deemed to be part of the Indenture.

viii

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INDENTURE dated as of February 28, 2003, among VERTIS,INC., a corporation duly organized and existing under the laws of the State ofDelaware, as issuer (the “Company”), the Guarantors (as defined herein) and THEBANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).

The parties hereto agree as follows for the benefit ofeach other and for the equal and ratable benefit of the Holders:

**ARTICLE I**

**DEFINITIONS AND INCORPORATION BY REFERENCE**

SECTION 1.1 Definitions.

“Acceleration Notice” shall have the meaning ascribedto such term in Section 6.2.

“Accrued Bankruptcy Interest” means all interestaccruing subsequent to the occurrence of any events specified in Section 6.l(f)or (g) or which would have accrued but for any such event.

“Acquired Indebtedness” means Indebtedness (1) of aPerson or any of its Subsidiaries existing at the time such Person becomes aRestricted Subsidiary of the Company or (2) assumed in connection with theacquisition of assets from such Person, in each case not incurred by suchPerson in connection with, or in anticipation or contemplation of, such Personbecoming a Restricted Subsidiary of the Company or such acquisition. AcquiredIndebtedness shall be deemed to have been incurred, with respect to clause (1)of the preceding sentence, on the date such Person becomes a RestrictedSubsidiary of the Company and, with respect to clause (2) of the precedingsentence, on the date of consummation of such acquisition of assets.

“Adjusted Net Assets” shall have the meaning providedin Section 11.7.

“Affiliate” means, with respect to any specifiedPerson, any other Person who directly or indirectly through one or moreintermediaries controls, or is controlled by, or is under common control with,such specified Person. The term “control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of a Person, whether through the ownership of voting securities, bycontract or otherwise; and the terms “controlling” and “controlled” havemeanings correlative of the foregoing. Notwithstanding the foregoing, no Person(other than the Company or any

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Subsidiary of the Company) in whom a Receivables Entity makes anInvestment in connection with a Qualified Receivables Transaction shall bedeemed to be an Affiliate of the Company or any of its Subsidiaries solely byreason of such Investment.

“Affiliate Transaction” has the meaning ascribed tosuch term in Section 4.13.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Agent Members” has the meaning provided in Section2.14.

“A/R**Facility” means the ReceivablesPurchase Agreement dated as of March 19, 1996, as amended, among the Company,certain subsidiaries of the Company and BFP Receivables Corporation in each caseas such agreement may be amended (including any amendment and restatementthereof), supplemented or otherwise modified from time to time, including anyagreement extending the term thereof, and any successor or replacementagreement, including, without limitation, any agreement or agreements governinga Qualified Receivables Transaction.

“Asset Acquisition” means (1) an Investment by theCompany or any Restricted Subsidiary of the Company in any other Personpursuant to which such Person shall become a Restricted Subsidiary of theCompany or of any Restricted Subsidiary of the Company, or shall be merged withor into the Company or any Restricted Subsidiary of the Company, or (2) theacquisition by the Company or any Restricted Subsidiary of the Company of theassets of any Person (other than a Restricted Subsidiary of the Company) whichconstitute all or substantially all of the assets of such Person or compriseany division or line of business of such Person or any other properties orassets of such Person other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale,issuance, conveyance, transfer, lease (other than operating leases entered intoin the ordinary course of business), assignment or other disposition for valueby the Company or any of its Restricted Subsidiaries (including any Sale andLeaseback Transaction) to any Person other than the Company or a RestrictedSubsidiary of the Company of: (1) any Capital Stock of any RestrictedSubsidiary of the Company; or (2) any other property or assets of the Companyor any Restricted Subsidiary of the Company other than in the ordinary courseof business; provided, however, that Asset Sales shall not include:

(a)       anytransaction or series of related transactions for which the Company or itsRestricted Subsidiaries receive aggregate consideration of less than $2.5million;

(b)       thesale, lease, conveyance, disposition or other transfer of all or substantiallyall of the assets of the Company as permitted under Article V;

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(c)       thesale or discount, in each case without recourse, of accounts receivable arisingin the ordinary course of business;

(d)       thefactoring of accounts receivable arising in the ordinary course of businesspursuant to arrangements customary in the industry;

(e)       thelicensing of intellectual property;

(f)        disposalsor replacements of obsolete equipment in the ordinary course of business;

(g)       thesale, lease, conveyance, disposition or other transfer by the Company or anyRestricted Subsidiary of assets or property in transactions constitutingPermitted Investments or Restricted Payments that are not prohibited underSection 4.8;

(h)       salesof accounts receivable and related assets of the type specified in thedefinition of “Qualified Receivables Transaction” to a Receivables Entity (forthe purposes of this clause (h), Purchase Money Notes shall be deemed to becash);

(i)        transfersof accounts receivable and related assets of the type specified in thedefinition of “Qualified Receivables Transaction” (or a fractional undividedinterest therein) by a Receivables Entity in a Qualified ReceivablesTransaction;

(j)        leasesor subleases to third persons not interfering in any material respect with thebusiness of the Company or any of its Restricted Subsidiaries; and

(k)       thesurrender or waiver of contract rights or the settlement, release or surrenderof contract, tort or other claims of any kind.

“Banc of America” means Banc of America Bridge LLC(f/k/a NationsBridge, L.L.C.).

“Bankruptcy Law” means Title 11 of the United StatesCode entitled “Bankruptcy,” as now and hereafter in effect, or any successorstatute or any other United States federal, state or local law or the law ofany other jurisdiction relating to bankruptcy, insolvency, winding up,liquidation, reorganization or relief of debtors, whether in effect on the datehereof or hereafter.

“Bankruptcy Order” means any court order made in aproceeding pursuant to or within the meaning of any Bankruptcy Law, containingan adjudication of bankruptcy or insolvency, or providing for liquidation,winding up, dissolution or reorganization, or appointing a custodian of adebtor or of all or any substantial part of a debtor’s property, or

3

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providing for the staying, arrangement, adjustment or composition ofindebtedness or other relief of a debtor.

“Board of Directors” means, as to any Person, theboard of directors of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person,a copy of a resolution certified by the Secretary or an Assistant Secretary ofsuch Person to have been duly adopted by the Board of Directors of such Personand to be in full force and effect on the date of such certification, anddelivered to the Trustee.

“Business Day” means any day excluding Saturday,Sunday and any day which is a legal holiday under the laws of New York, NewYork or is a day on which banking institutions therein located are authorizedor required by law or other governmental action to close.

“Capital Stock” means:

(1)                   withrespect to any Person that is a corporation, any and all shares, interests,participations or other equivalents (however designated and whether or notvoting) of corporate stock, including each class of Common Stock and PreferredStock of such Person; and

(2)                   withrespect to any Person that is not a corporation, any and all partnership,membership or other equity interests of such Person.

“Capitalized Lease Obligation” means, as to anyPerson, the obligations of such Person under a lease that are required to be classifiedand accounted for as capital lease obligations under GAAP and, for purposes ofthis definition, the amount of such obligations at any date shall be thecapitalized amount of such obligations at such date, determined in accordancewith GAAP.

“Cash Equivalents” means:

(1)                   marketabledirect obligations issued by, or unconditionally guaranteed by, the UnitedStates Government or any member state of the European Union or issued by anyagency thereof and backed by the full faith and credit of the United States orany member state of the European Union, in each case maturing within one yearfrom the date of acquisition thereof;

(2)                   marketabledirect obligations issued by any state of the United States of America or anymember state of the European Union or any political subdivision of

4

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any such state or any public instrumentality thereof maturing withinone year from the date of acquisition thereof and, at the time of acquisition,having one of the two highest ratings obtainable from either Standard & Poor’sRatings Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”);

(3)                   commercialpaper maturing no more than one year from the date of creation thereof and, atthe time of acquisition, having a rating of at least A-1 from S&P or atleast P-1 from Moody’s;

(4)                   timedeposits, certificates of deposit or bankers’ acceptances (or with respect toforeign banks, similar instruments) maturing within one year from the date ofacquisition thereof issued by any bank organized under the laws of the UnitedStates of America or any state thereof or the District of Columbia or anymember state of the European Union or any U.S. branch of a foreign bank havingat the date of acquisition thereof combined capital and surplus of not lessthan $200.0 million;

(5)                   certificatesof deposit or bankers’ acceptances or similar instruments maturing within oneyear from the date of acquisition thereof issued by any foreign bank that is alender under the Senior Credit Facility having at the date of acquisitionthereof combined capital and surplus of not less than $500.0 million;

(6)                   repurchaseobligations with a term of not more than seven days for underlying securitiesof the types described in clause (1) or (2) above entered into with any bankmeeting the qualifications specified in clause (4) above;

(7)                   demanddeposit accounts maintained in the ordinary course of business; and

(8)                   investmentsin money market funds which invest substantially all their assets in securitiesof the types described in clauses (1) through (7) above;

provided, that for purposes of Articles X and XII,the term “Cash Equivalents” shall not include the Cash Equivalents referred toin clause (6) above.

“Change of Control” means the occurrence of one ormore of the following events:

(1)                   anysale, lease, exchange or other transfer (in one transaction or a series ofrelated transactions) of all or substantially all of the assets of the Companyto any Person or group of related Persons for purposes of Section 13(d) of theExchange Act (a “Group”), together with any Affiliates thereof (other than oneor more Permitted Holders);

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(2)                   theapproval by the holders of Capital Stock of the Company of any plan or proposalfor the liquidation or dissolution of the Company;

(3)                   anyPerson or Group (other than one or more Permitted Holders) shall become thebeneficial owner (as defined in Rules 13d-3 and 13d-5 or any successor rule orregulation promulgated under the Exchange Act), directly or indirectly, ofshares representing more than 25% of the aggregate ordinary voting powerrepresented by the issued and outstanding Capital Stock of Vertis Holdings orthe Company, unless at such time the Equity Investors beneficially own,directly or indirectly, in the aggregate, shares representing not less than amajority of the voting power represented by the issued and outstanding CapitalStock of the Company; or

(4)                   thefirst day on which a majority of the Board of Directors of the Company are notContinuing Directors.

“Change of Control Offer” has the meaning ascribed to suchterm in Section 4.15.

“Change of Control Payment Date” has the meaningascribed to such term in Section 4.15.

“Common Stock” of any Person means any and all shares,interests or other participations in, and other equivalents (however designatedand whether voting or non-voting) of such Person’s common stock, whetheroutstanding on the Issue Date or issued after the Issue Date, and includes,without limitation, all series and classes of such common stock.

“Company” means the party named as such in this Indentureuntil a successor replaces it in accordance with the provisions of thisIndenture and, thereafter, means the successor.

“Consolidated EBITDA” means, with respect to anyPerson, for any period, the sum (without duplication) of:

(1)                   ConsolidatedNet Income; and

(2)                   tothe extent Consolidated Net Income has been reduced thereby:

(a) all income taxes of such Person and its RestrictedSubsidiaries paid or accrued in accordance with GAAP for such period (otherthan income taxes attributable to extraordinary, unusual or nonrecurring gainsor losses or taxes attributable to sales or dispositions outside the ordinarycourse of business);

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(b) Consolidated Interest Expense;

(c) Consolidated Non-cash Charges;

(d) the amount of any restructuring reserve or chargerecorded during such period in accordance with GAAP;

(e) any fees permitted pursuant to clause (b)(10) ofSection 4.13;

(f)****amounts paid as a spread payment inconnection with a cashless exercise of options by a director or employee ofVertis Holdings or any of its Restricted Subsidiaries (i.e*.**,*a payment equal to the spread ofthe then fair market value of Vertis Holdings’ Common Stock which may bepurchased with such options over the aggregate exercise price of such options);and

(g) less, without duplication, non-cash itemsincreasing Consolidated Net Income of such Person and its RestrictedSubsidiaries for such period in each case determined in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, withrespect to any Person, the ratio of Consolidated EBITDA of such Person duringthe four full fiscal quarters (the “Four Quarter Period”) ending on or prior tothe date of the transaction giving rise to the need to calculate theConsolidated Fixed Charge Coverage Ratio for which financial statements areavailable (the “Transaction Date”) to Consolidated Fixed Charges of such Personfor the Four Quarter Period. In addition to and without limitation of theforegoing, for purposes of this definition, “Consolidated EBITDA” and “ConsolidatedFixed Charges” shall be calculated after giving effect on a proformabasis for the period of such calculation to:

(1)                   theincurrence or repayment of any Indebtedness of such Person or any of itsRestricted Subsidiaries (and the application of the proceeds thereof) givingrise to the need to make such calculation and any incurrence or repayment ofother Indebtedness (and the application of the proceeds thereof), other thanthe incurrence or repayment of Indebtedness in the ordinary course of businessfor working capital purposes pursuant to working capital facilities, occurringduring the Four Quarter Period or at any time subsequent to the last day of theFour Quarter Period and on or prior to the Transaction Date, as if suchincurrence or repayment, as the case may be (and the application of theproceeds thereof), occurred on the first day of the Four Quarter Period;

(2)                   anyasset sales or other dispositions or Asset Acquisitions (including, withoutlimitation, any Asset Acquisition giving rise to the need to make suchcalculation as a result of such Person or one of its Restricted Subsidiaries(including

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any Person who becomes a Restricted Subsidiary as a result of the AssetAcquisition) incurring, assuming or otherwise being liable for Acquired Indebtednessand also including any Consolidated EBITDA (including pro forma expenseand cost reductions calculated on a basis consistent with Regulation S-X underthe Exchange Act) attributable to the assets which are the subject of the AssetAcquisition or Asset Sale during the Four Quarter Period) occurring during theFour Quarter Period or at any time subsequent to the last day of the FourQuarter Period and on or prior to the Transaction Date, as if such asset saleor Asset Acquisition (including the incurrence, assumption or liability for anysuch Indebtedness or Acquired Indebtedness) occurred on the first day of theFour Quarter Period; and

(3)                   anyasset sales or asset acquisitions (including any Consolidated EBITDA (includingpro forma expense and cost reductions calculated on a basis consistentwith Regulation S-X under the Exchange Act) attributable to the assets whichare the subject of the Asset Acquisition or asset sale during the Four QuarterPeriod) that have been made by any Person that has become a RestrictedSubsidiary of the Company or has been merged with or into the Company or anyRestricted Subsidiary of the Company during the Four Quarter Period or at anytime subsequent to the last day of the Four Quarter Period and on or prior tothe Transaction Date that would have constituted asset sales or AssetAcquisitions had such transactions occurred when such Person was a RestrictedSubsidiary of the Company or subsequent to such Person’s merger into theCompany, as if such asset sale or Asset Acquisition (including the incurrence,assumption or liability for any Indebtedness or Acquired Indebtedness inconnection therewith) occurred on the first day of the Four Quarter Period;

provided that to the extent that clause (2) or (3) ofthis sentence requires that proforma effect be given to an assetsale or Asset Acquisition, such proforma calculation shall bebased upon the four full fiscal quarters immediately preceding the TransactionDate of the Person, or division or line of business of the Person, that isacquired or disposed of for which financial information is available. If suchPerson or any of its Restricted Subsidiaries directly or indirectly guaranteesIndebtedness of a third Person, the preceding sentence shall give effect to theincurrence of such guaranteed Indebtedness as if such Person or any RestrictedSubsidiary of such Person had directly incurred or otherwise assumed suchguaranteed Indebtedness.

Furthermore, in calculating “Consolidated FixedCharges” for purposes of this “Consolidated Fixed Charge Coverage Ratio”interest on Indebtedness determined on a fluctuating basis, to the extent suchinterest is covered by agreements relating to Interest Swap Obligations, shallbe deemed to accrue at the rate per annum resulting after giving effect to theoperation of such agreements.

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“Consolidated Fixed Charges” means, with respect toany Person for any period, the sum, without duplication, of:

(1)                   ConsolidatedInterest Expense; plus

(2)                   theproduct of (x) the amount of all dividend payments on any series of PreferredStock of such Person and its Restricted Subsidiaries (other than dividends paidin Qualified Capital Stock and dividends paid on Preferred Stock ofUnrestricted Subsidiaries) paid, accrued or scheduled to be paid or accrued duringsuch period times (y) a fraction, the numerator of which is one and thedenominator of which is one minus the then current effective consolidatedfederal, state and local tax rate of such Person, expressed as a decimal;provided that to the extent that such dividend payments are tax deductible,then this clause (2) shall equal the amount set forth in clause (x) hereofwithout giving effect to clause (y) hereof.

“Consolidated Interest Expense” means, with respect toany Person for any period, the sum of, without duplication:

(1)                   theaggregate of all cash and non-cash interest expense with respect to alloutstanding Indebtedness of such Person and its Restricted Subsidiaries,including the net costs associated with Interest Swap Obligations for suchperiod determined on a consolidated basis in conformity with GAAP but excludingamortization or original issued discount and amortization of any deferredfinancing costs; and

(2)                   theinterest component of Capitalized Lease Obligations paid, accrued and/or scheduledto be paid or accrued by such Person and its Restricted Subsidiaries duringsuch period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” of the Company means, forany period, the aggregate net income (or loss) of the Company and itsRestricted Subsidiaries for such period on a consolidated basis, determined inaccordance with GAAP; provided that there shall be excluded therefrom:

(1)                   gainsand losses from Asset Sales (without regard to the $2.5 million limitation setforth in the definition thereof) or abandonments or reserves relating theretoand the related tax effects according to GAAP;

(2)                   gainsand losses due solely to fluctuations in currency values and the related taxeffects according to GAAP;

(3)                   extraordinary,unusual or nonrecurring gains, losses, income or expense, and the related taxeffects;

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(4)                   thenet income (or loss) of any Person acquired in a “pooling of interests”transaction accrued prior to the date it becomes a Restricted Subsidiary of theCompany or is merged or consolidated with the Company or any RestrictedSubsidiary of the Company;

(5)                   thenet income of any Restricted Subsidiary of the Company to the extent that thedeclaration of dividends or similar distributions by that Restricted Subsidiaryof that income is restricted by a contract, operation of law or otherwise;

(6)                   thenet loss of any Person other than a Restricted Subsidiary of the Company;

(7)                   thenet income of any Person, other than a Restricted Subsidiary of the Company,except to the extent of cash dividends or distributions paid to the Company orto a Restricted Subsidiary of the Company by such Person unless, in the case ofa Restricted Subsidiary of the Company that receives such dividends ordistributions, such Restricted Subsidiary is subject to clause (5) above;

(8)                   (A)all non-cash charges (provided that any cash payments actually made withrespect to the liabilities for which such cash charges were created shall bededucted from Consolidated Net Income in the period when made) and (B) alldeferred financing costs written off in connection with the earlyextinguishment of any Indebtedness, in each case incurred by the Company or anyof its Restricted Subsidiaries in connection with the recapitalization ofVertis Holdings in December 1999 and the related financing transactions;

(9)                   non-cashcompensation charges, including any arising from existing stock optionsresulting from any merger or recapitalization transition; and

(10)                 thecumulative effect of a change in accounting principle.

“Consolidated Non-cash Charges” means, with respect toany Person, for any period, the aggregate depreciation, amortization and othernon-cash expenses of such Person and its Restricted Subsidiaries reducingConsolidated Net Income of such Person and its Restricted Subsidiaries for suchperiod, determined on a consolidated basis in accordance with GAAP (excludingany such charges constituting an extraordinary item or loss or any such chargewhich requires an accrual of or a reserve for cash charges for any futureperiod).

“Continuing Directors” means, as of any date ofdetermination, any member of the Board of Directors of the Company who:

(1)                   wasa member of such Board of Directors on the Issue Date;

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(2)                   wasnominated for election or elected to such Board of Directors with, or whoseelection to such Board of Directors was approved by, the affirmative vote of amajority of the Continuing Directors who were members of such Board ofDirectors at the time of such nomination or election; or

(3)                   isany designee of a Permitted Holder or was nominated by a Permitted Holder orany designees of a Permitted Holder on the Board of Directors.

“Corporate Trust Office” means the principal office ofthe Trustee at which at any time its corporate trust business shall beadministered, which office at the date hereof is located at 101 Barclay Street,New York, New York 10286, Attention: Corporate Trust Administration, or suchother address as the Trustee may designate from time to time by notice to the Holdersand the Company, or the principal corporate trust office of any successorTrustee (or such other address as such successor Trustee may designate fromtime to time by notice to the Holders and the Company).

“Covenant Defeasance” has the meaning provided inSection 8.2.

“Currency Agreement” means any foreign exchangecontract, currency swap agreement or other similar agreement or arrangementdesigned to protect the Company or any Restricted Subsidiary of the Companyagainst fluctuations in currency values.

“Custodian” means any receiver, interim receiver,receiver and manager, trustee, assignee, liquidator, sequestrator or similarofficial charged with maintaining possession or control over property for oneor more creditors, whether under any Bankruptcy Law or otherwise.

“Default” means an event or condition the occurrenceof which is, or with the lapse of time or the giving of notice or both wouldbe, an Event of Default.

“Depository” means The Depository Trust Company, itsnominees and successors.

“Designated Senior Debt” means (1) Indebtedness underor in respect of the Senior Credit Facility and (2) any other Indebtednessconstituting Senior Debt which, at the time of determination, has an aggregateprincipal amount outstanding of, or under which, at the date of determination,the holders thereof are committed to lend up to, at least $25.0 million and isspecifically designated in the instrument evidencing such Senior Debt as “DesignatedSenior Debt” by the Company.

“Deutsche Bank” means Deutsche Bank Trust CompanyAmericas (f/k/a Bankers Trust Company).

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“Disqualified Capital Stock” means that portion of anyCapital Stock which, by its terms (or by the terms of any security into whichit is convertible or for which it is exchangeable at the option of the holderthereof), or upon the happening of any event (other than an event which wouldconstitute a Change of Control), matures (excluding any maturity as the resultof an optional redemption by the issuer thereof) or is mandatorily redeemable,pursuant to a sinking fund obligation or otherwise, or is redeemable at thesole option of the holder thereof (except, in each case, upon the occurrence ofa Change of Control) on or prior to the final maturity date of the Notes.

“Dollars” or the sign “$” means the lawful money ofthe United States of America.

“Domestic Restricted Subsidiary” means a RestrictedSubsidiary incorporated or otherwise organized or existing under the laws ofthe United States, any state thereof or any territory or possession of the UnitedStates.

“ ECP” shall mean Evercore Capital Partners L.P., aDelaware limited partnership.

“ECP Affiliates” shall mean any Affiliate of ECP.

“ECP Investors” shall mean ECP, Evercore CapitalPartners (NQ) L.P. and EBF Group L.L.C., or any limited or general partner,stockholder, officer or employee of such ECP Investor.

“Equity Investors” shall mean THL, THL Investors, ECP,ECP Investors and their respective Affiliates, taken as a whole.

“Event of Default” means each of the events set forthin Section 6.1.

“Exchange Act” means the Securities Exchange Act of1934, as amended, or any successor statute or statutes thereto.

“fair market value” means, with respect to any assetor property, the price which could be negotiated in an arm’s-length, freemarket transaction, for cash, between a willing seller and a willing and ablebuyer, neither of whom is under undue pressure or compulsion to complete thetransaction. Fair market value shall be determined by the Board of Directors ofthe Company acting reasonably and in good faith and shall be evidenced by aBoard Resolution of the Board of Directors of the Company delivered to theTrustee.

“Funding Guarantor” has the meaning ascribed to it inSection 11.7.

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“GAAP” means generally accepted accounting principlesset forth in the opinions and pronouncements of the Accounting Principles Boardof the American Institute of Certified Public Accountants and statements andpronouncements of the Financial Accounting Standards Board or in such otherstatements by such other entity as may be approved by a significant segment ofthe accounting profession of the United States, which are in effect as of theIssue Date.

“Global Security” has the meaning provided in Section2.2.

“Guarantee Obligations” shall mean, as to anyGuarantor, all obligations of every nature of such Guarantor from time to timeowing to the Holders and the Trustee under this Indenture and the Notes(including its Guarantee), whether for principal, reimbursements, interest,premium, fees, penalties, expenses, indemnities, damages or otherwise.

“Guarantees” means, collectively, the guarantees ofthe Notes by the Guarantors pursuant to Article XI which are evidenced bynotations of guarantee substantially in the form of Exhibit E.

“Guarantor” means (1) each of the Company’s DomesticRestricted Subsidiaries that is a guarantor under the Senior Credit Facility onthe Issue Date and (2) each of the Company’s Domestic Restricted Subsidiariesthat in the future executes a supplemental indenture in which such DomesticRestricted Subsidiary agrees to be bound by the terms of this Indenture as aGuarantor; provided that any Person constituting a Guarantor asdescribed above shall cease to constitute a Guarantor when its respectiveGuarantee is released in accordance with the terms of this Indenture.

“Guarantor Senior Debt” means, with respect to anyGuarantor: the principal of, premium, if any, and interest (including anyinterest accruing subsequent to the filing of a petition of bankruptcy at therate provided for in the documentation with respect thereto, whether or notsuch interest is an allowed claim under applicable law) on any Indebtedness ofa Guarantor, whether outstanding on the Issue Date or thereafter created,incurred or assumed, unless, in the case of any particular Indebtedness, theinstrument creating or evidencing the same or pursuant to which the same isoutstanding expressly provides that such Indebtedness shall not be senior inright of payment to the Guarantee of such Guarantor. Without limiting thegenerality of the foregoing, “Guarantor Senior Debt” shall also include theprincipal of, premium, if any, interest (including any interest accruingsubsequent to the filing of a petition of bankruptcy at the rate provided forin the documentation with respect thereto, whether or not such interest is anallowed claim under applicable law) on, and all other amounts owing in respectof:

(x)****all monetary obligations of everynature of such Guarantor under, or with respect to, the Senior Credit Facilityand the A/R****Facility, including, without

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limitation, obligations to pay principal and interest, reimbursementobligations under letters of credit, fees, expenses and indemnities (andguarantees thereof);

(y)       allInterest Swap Obligations of such Guarantor (and guarantees thereof by suchGuarantor); and

(z)        allobligations of such Guarantor (and guarantees thereof by such Guarantor) underCurrency Agreements;

in each case whether outstanding on the Issue Date or thereafterincurred.

Notwithstanding the foregoing, “Guarantor Senior Debt”shall not include:

(1)                   anyIndebtedness of such Guarantor to a Subsidiary of the Company;

(2)                   Indebtednessto, or guaranteed on behalf of, any shareholder, director, officer or employeeof such Guarantor or any Subsidiary of such Guarantor (including, withoutlimitation, amounts owed for compensation) other than a shareholder who is alsoa lender (or an Affiliate of a lender) under the Senior Credit Facility;

(3)                   Indebtednessto trade creditors and other amounts incurred in connection with obtaininggoods, materials or services;

(4)                   Indebtednessrepresented by Disqualified Capital Stock;

(5)                   anyliability for federal, state, local or other taxes owed or owing by suchGuarantor;

(6)                   thatportion of any Indebtedness incurred in violation of Section 4.9 (but, as toany such obligation, no such violation shall be deemed to exist for purposes ofthis clause (6) if the holder(s) of such obligation or their representativeshall have received an officers’ certificate of the Company to the effect thatthe incurrence of such Indebtedness does not (or, in the case of revolvingcredit indebtedness, that the incurrence of the entire committed amount thereofat the date on which the initial borrowing thereunder is made would not)violate Section 4.9); provided that the foregoing shall not apply to anyincurrence under the Senior Credit Facility pursuant to clause (2) of thedefinition of “Permitted Indebtedness” which incurrence was in violation ofsuch clause (2) solely as a result of the increase in Attributed ReceivablesFacility Indebtedness (as defined in the Senior Credit Facility as in effect onJune 24, 2002) and the lenders under the Senior Credit Facility extended suchadditional amounts in good faith without knowledge of such increase;

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(7)                   Indebtednesswhich, when incurred and without respect to any election under Section 1111(b)of Title 11, United States Code, is without recourse to such Guarantor; and

(8)                   anyIndebtedness which is, by its express terms, subordinated or junior in right ofpayment to any other Indebtedness of such Guarantor.

“Guarantor Senior Debt Obligations” means allobligations of any Guarantor for principal, premium, interest, penalties, fees,indemnifications, reimbursements, damages and other liabilities payable underthe documentation governing any Guarantor Senior Debt, and all guarantees bysuch Guarantor of any of the foregoing.

“Holder” or “Securityholder” means a Person in whosename a Note is registered. The Holder of a Note will be treated as the owner ofsuch Note for all purposes.

“Incur” means, with respect to any Indebtedness orother obligation of any Person, to create, issue, incur (by conversion,exchange or otherwise), assume, guarantee or otherwise become liable in respectof such Indebtedness or other obligation or the recording, as required pursuantto GAAP or otherwise, of any such Indebtedness or other obligation on thebalance sheet of such Person (and “Incurrence,” “Incurred,” “Incurrable” and “Incurring”shall have meanings correlative to the foregoing); provided that anyamendment, modification or waiver of any document pursuant to whichIndebtedness was previously Incurred shall only be deemed to be an Incurrenceof Indebtedness if and to the extent such amendment, modification or waiver (i)increases the principal thereof or interest rate or premium payable thereon or(ii) changes to an earlier date the stated maturity thereof or the date of anyscheduled or required principal payment thereon or the time or circumstancesunder which such Indebtedness shall be redeemed; provided, further,that any Indebtedness of a Person existing at the time such Person becomes aRestricted Subsidiary of the Company (whether by merger, consolidation,acquisition or otherwise) shall be deemed to be Incurred by such RestrictedSubsidiary at the time it becomes a Restricted Subsidiary of the Company.

“Indebtedness” means with respect to any Person,without duplication:

(1)                   allObligations of such Person for borrowed money;

(2)                   allObligations of such Person evidenced by bonds, debentures, notes or othersimilar instruments;

(3)                   allCapitalized Lease Obligations of such Person;

(4)                   allObligations of such Person issued or assumed as the deferred purchase price ofproperty, all conditional sale obligations and all Obligations under

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any title retention agreement (but excluding trade accounts payable andother accrued liabilities arising in the ordinary course of business);

(5)                   allObligations for the reimbursement of any obligor on any letter of credit,banker’s acceptance or similar credit transaction;

(6)                   guaranteesand other contingent obligations in respect of Indebtedness referred to inclauses (1) through (5) above and clause (8) below;

(7)                   allObligations of any other Person of the type referred to in clauses (1) through(6) which are secured by any lien on any property or asset of such Person, butwhich Obligations are not assumed by such Person, the amount of such Obligationbeing deemed to be the lesser of the fair market value of such property orasset or the amount of the Obligation so secured;

(8)                   allObligations under currency agreements and interest swap agreements of suchPerson; and

(9)                   allDisqualified Capital Stock issued by such Person with the amount ofIndebtedness represented by such Disqualified Capital Stock being equal to thegreater of its voluntary or involuntary liquidation preference and its maximumfixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, (x) the “maximum fixed repurchaseprice” of any Disqualified Capital Stock which does not have a fixed repurchaseprice shall be calculated in accordance with the terms of such DisqualifiedCapital Stock as if such Disqualified Capital Stock were purchased on any dateon which Indebtedness shall be required to be determined pursuant to thisIndenture, and if such price is based upon, or measured by, the fair marketvalue of such Disqualified Capital Stock, such fair market value shall bedetermined reasonably and in good faith by the Board of Directors of the issuerof such Disqualified Capital Stock and (y) any transfer of accounts receivableor other assets which constitutes a sale for purposes of GAAP shall notconstitute Indebtedness hereunder. Accrual of interest, accretion oramortization of original issue discount and the payment of any interest on anyIndebtedness in the form of additional Indebtedness with the same terms willnot be deemed to be an incurrence of Indebtedness for the purposes of Section4.9.

“Indenture” means this Indenture as amended orsupplemented from time to time pursuant to the terms hereof.

“Institutional Accredited Investor” means aninstitution that is an “accredited investor” as that term is defined in Rule501(a)(l), (2), (3) or (7) under the Securities Act.

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“Intercompany Indebtedness” means any Indebtedness ofthe Company or any Guarantor or Wholly Owned Restricted Subsidiary of theCompany that is not a Guarantor which, in the case of the Company, is owing toany Guarantor or Wholly Owned Restricted Subsidiary of the Company that is nota Guarantor and which, in the case of any such Subsidiary, is owing to theCompany or any Guarantor or Wholly Owned Restricted Subsidiary of the Companythat is not a Guarantor; provided that if as of any date any Personother than the Company or a Guarantor or a Wholly Owned Restricted Subsidiaryof the Company that is not a Guarantor, a lender under the Senior CreditFacility or a creditor under any interest rate protection or other hedgingagreement (or any collateral agent acting on behalf of such lenders and/orcreditors) owns or holds such Indebtedness, or holds any Lien in respectthereof (other than a Lien in favor of the Holders, the lenders under theSenior Credit Facility, the creditors under any interest rate protection orother hedging agreement or any collateral agent for such lenders and/orcreditors), such Indebtedness shall no longer be Intercompany Indebtedness.

“interest,” when used with respect to any Note, meansthe amount of all interest accruing on such Note, including all interestaccruing subsequent to the occurrence of any events specified in Sections6.l(f) and 6.1(g) or which would have accrued but for any such event.

“Interest Payment Date,” when used with respect to anyNote, means the stated maturity of an installment of interest specified in suchNote.

“Interest Swap Obligations” means the obligations ofany Person, pursuant to any arrangement with any other Person, whereby,directly or indirectly, such Person is entitled to receive from time to timeperiodic payments calculated by applying either a floating or a fixed rate ofinterest on a stated notional amount in exchange for periodic payments made bysuch other Person calculated by applying a fixed or a floating rate of intereston the same notional amount.

“Investment” by any Person in any other Person means,with respect to any Person, any direct or indirect loan or other extension ofcredit (including, without limitation, a guarantee) or capital contribution to(by means of any transfer of cash or other property to others or any paymentfor property or services for the account or use of others), or any purchase oracquisition by such Person of any Capital Stock, bonds, notes, debentures orother securities or evidences of Indebtedness issued by, such other Person. “Investment”shall exclude extensions of trade credit by the Company and its RestrictedSubsidiaries on commercially reasonable terms in accordance with normal tradepractices of the Company or such Restricted Subsidiary, as the case may be. Forthe purposes of Section 4.8:

(1)                   theCompany shall be deemed to have made an “Investment” equal to the fair marketvalue of the net assets of any Restricted Subsidiary at the time that such

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Restricted Subsidiary is designated an Unrestricted Subsidiary and theaggregate amount of Investments made subsequent to the Issue Date shall exclude(to the extent the designation as an Unrestricted Subsidiary was included as aRestricted Payment) the fair market value of the net assets of any UnrestrictedSubsidiary at the time that such Unrestricted Subsidiary is designated aRestricted Subsidiary, not to exceed the amount of the Investment deemed madeat the date of designation thereof as an Unrestricted Subsidiary; and

(2)                   theamount of any Investment shall be the original cost of such Investment plus thecost of all additional Investments by the Company or any of its RestrictedSubsidiaries, without any adjustments for increases or decreases in value, orwrite-ups, write-downs or write-offs with respect to such Investment, reducedby the payment of dividends or distributions (including tax sharing payments)in connection with such Investment or any other amounts received in respect ofsuch Investment; provided that no such payment of dividends ordistributions or receipt of any such other amounts shall reduce the amount ofany Investment if such payment of dividends or distributions or receipt of anysuch amounts would be included in Consolidated Net Income. If the Company orany Restricted Subsidiary of the Company sells or otherwise disposes of anyCommon Stock of any direct or indirect Restricted Subsidiary of the Companysuch that, after giving effect to any such sale or disposition, the Company nolonger owns, directly or indirectly, more than 50% of the outstanding CommonStock of such Restricted Subsidiary, the Company shall be deemed to have madean Investment on the date of any such sale or disposition equal to the fairmarket value of the Common Stock of such Restricted Subsidiary not sold ordisposed of.

“Issue Date” means February 28, 2003.

“JP Morgan” means JP Morgan Chase Bank (f/k/a TheChase Manhattan Bank).

“Laws” means all applicable statutes, laws,ordinances, regulations, rules, orders, judgments, writs, injunctions ordecrees of any state, commonwealth, nation, territory, possession or province,or Tribunal, and “Law” means each of the foregoing.

“Legal Defeasance” has the meaning provided in Section8.2.

“Legal Holiday” means any day other than a BusinessDay.

“Lien” means any lien, mortgage, deed of trust,pledge, security interest, charge or encumbrance of any kind (including anyconditional sale or other title retention agreement, any lease in the naturethereof and any agreement to give any security interest).

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“Maturity Date” means, when used with respect to anyNote, the date specified in such Note as the fixed date on which the finalinstallment of principal of such Note is due and payable (in the absence of anyacceleration thereof pursuant to Section 6.2 or any Net Proceeds Offer orChange of Control Offer).

“Net Cash Proceeds” means, with respect to any AssetSale, the proceeds in the form of cash or Cash Equivalents including paymentsin respect of deferred payment obligations when received in the form of cash orCash Equivalents (other than the portion of any such deferred paymentconstituting interest) received by the Company or any of its RestrictedSubsidiaries from such Asset Sale net of:

(1)                   out-of-pocketexpenses and fees relating to such Asset Sale (including, without limitation,legal, accounting and investment banking fees and sales commissions);

(2)                   taxespaid or payable after taking into account any reduction in consolidated taxliability due to available tax credits or deductions and any tax sharingarrangements;

(3)                   anyrepayment of debt under the Senior Subordinated Credit Agreement to the extentsuch repayment is required thereunder;

(4)                   anyrelocation expenses and severance, pension and shutdown costs incurred as aresult thereof;

(5)                   therepayment of Indebtedness that is secured by a Lien on the Property or assetsthat are subject of such Asset Sale and such Lien is permitted by thisIndenture; and

(6)                   anyportion of cash proceeds which the Company determines in good faith should bereserved for post-closing adjustments, it being understood and agreed that onthe day that all such post-closing adjustments have been determined, the amount(if any) by which the reserved amount in respect of such Asset Sale exceeds theactual post-closing adjustments payable by the Company or any of its Subsidiariesshall constitute Net Cash Proceeds on such date; provided that, in thecase of the sale by the Company of an asset constituting an Investment madeafter the Issue Date (other than a Permitted Investment), the “Net CashProceeds” in respect of such Asset Sale shall not include the lesser of (x) thecash received with respect to such Asset Sale and (y) the initial amount ofsuch Investment, less, in the case of clause (y), all amounts (up to an amountnot to exceed the initial amount of such Investment) received by the Companywith respect to such Investment, whether by dividend, sale, liquidation orrepayment, in each case prior to the date of such Asset Sale.

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“Net Proceeds Offer” shall have the meaning ascribedto such term in Section 4.12(a).

“Net Proceeds Offer Amount” shall have the meaningascribed to such term in Section 4.12(a).

“Net Proceeds Offer Payment Date” shall have themeaning ascribed to such term in Section 4.12(a).

“Net Proceeds Offer Trigger Date” shall have themeaning ascribed to such term in Section 4.12(a).

“Non-payment Default” shall have the meaning ascribedto such term in Section 10.2(b).

“Non-U.S. Person” means a Person who is not a U.S.Person, as defined in Regulation S.

“Notes” means the Series A****Notes and Series BNotes as amended or supplemented from time to time in accordance with the termshereof that are issued pursuant to this Indenture.

“Obligations” means all obligations for (a) principal,premium, interest (including any interest accruing subsequent to the filing ofa petition of bankruptcy at the rate provided for in the documentation withrespect thereto, whether or not such interest is an allowed claim underapplicable law), penalties, fees, and (b) to the extent liquidated andquantifiable at the time of determination, indemnifications, reimbursements,damages and other liabilities payable under the documentation governing anyIndebtedness.

“Officer” means the Chairman of the Board, thePresident, any Vice President, the Chief Financial Officer, the Controller, theTreasurer, the Secretary or Assistant Secretary.

“Officers’ Certificate” means, as applied to anycorporation, a certificate executed on behalf of such corporation by anOfficer.

“Offshore Physical Securities” has the meaningprovided in Section 2.2.

“Opinion of Counsel” means a written opinion fromlegal counsel who is reasonably acceptable to the Trustee, which may includeoutside or in-house counsel to the Company.

“Paying Agent” has the meaning provided in Section2.3.

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“Payment Blockage Notice” has the meaning ascribed tosuch term in Section 10.2(b).

“Payment Blockage Period” has the meaning provided inSection 10.2(b).

“Payment Default” shall have the meaning ascribed tosuch term in Section 10.2(a).

“Payment Restriction” has the meaning ascribed to suchterm in Section 4.10.

“Permitted Holders” shall mean and include (i) THL,THL Affiliates and THL Investors and (ii) ECP, ECP Affiliates and ECPInvestors.

“Permitted Indebtedness” means, without duplication,each of the following:

(1)                   Indebtednessunder the Notes and this Indenture and under the Senior Subordinated CreditAgreement (including the guarantees made thereunder) in an aggregate principalamount not to exceed $293.5 million;

(2)                   Indebtednessincurred pursuant to the Senior Credit Facility (including but not limited toIndebtedness in respect of letters of credit or bankers’ acceptances issued orcreated thereunder) (including the guarantees made thereunder) in a maximumprincipal amount not to exceed in the aggregate the amount equal to $670 millionless (x) the amount of any proceeds from any incurrence by the Company or anyof its Restricted Subsidiaries of Attributed Receivables Facility Indebtedness(as defined in the Senior Credit Facility as in effect on June 24, 2002)pursuant to the A/R Facility in excess of $150.0 million and (y) the amount ofall mandatory repayments of term loans actually made under, and permanentcommitment reductions actually made in the revolving credit portion of, theSenior Credit Facility with Net Cash Proceeds of Asset Sales applied thereto asrequired by Section 4.12;

(3)                   otherIndebtedness of the Company and its Restricted Subsidiaries outstanding on theIssue Date reduced by the amount of any scheduled amortization payments ormandatory prepayments when actually paid or permanent reductions thereon;

(4)                   InterestSwap Obligations of the Company or any Restricted Subsidiary of the Companycovering Indebtedness of the Company or any of its Restricted Subsidiaries;provided that any Indebtedness to which any such Interest Swap Obligationscorrespond is otherwise permitted to be incurred under this Indenture;

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(5)                   Indebtednessof the Company or any of its Restricted Subsidiaries under (i) CurrencyAgreements entered into, in the judgment of the Company, to protect the Companyor such Restricted Subsidiary from foreign currency exchange rates and (ii) RawMaterial Hedge Agreements;

(6)                   IntercompanyIndebtedness of the Company or any of its Restricted Subsidiaries;

(7)                   AcquiredIndebtedness of any Restricted Subsidiary of the Company that is not aGuarantor to the extent the Company could have incurred such Indebtedness inaccordance with the Consolidated Fixed Charge Coverage Ratio of Section 4.9 onthe date such Indebtedness became Acquired Indebtedness; provided thatsuch Acquired Indebtedness was not incurred in connection with, or inanticipation or contemplation of, such Person becoming a Restricted Subsidiaryof the Company; provided, further, that the aggregate amount ofIndebtedness (including refinancings thereof) pursuant to this clause (7) andclause (10) shall not exceed $40.0 million in the aggregate;

(8)                   Indebtednessarising from the honoring by a bank or other financial institution of a check,draft or similar instrument inadvertently drawn against insufficient funds inthe ordinary course of business;

(9)                   anyrefinancing, modification, replacement, renewal, restatement, refunding,deferral, extension, substitution, supplement, reissuance or resale of existingor future Indebtedness (other than pursuant to clauses (2), (4), (5), (6), (7),(8), (l0), (11), (12), (13), (14) and (15) of this definition), including anyadditional Indebtedness incurred to pay interest or premiums required by theinstruments governing such existing or future Indebtedness as in effect at thetime of issuance thereof or other premiums to the extent the Company reasonablydetermines that such premiums are necessary to effect the refinancing (“RequiredPremiums”) and fees in connection therewith; provided that any suchevent shall not (1) result in an increase in the aggregate principal amount ofPermitted Indebtedness (except to the extent such increase is a result of asimultaneous incurrence of additional Indebtedness (A) to pay Required Premiumsand related fees or (B) otherwise permitted to be incurred under thisIndenture) of the Company and its Restricted Subsidiaries and (2) createIndebtedness with a Weighted Average Life to Maturity at the time suchIndebtedness is incurred that is less than the Weighted Average Life to Maturityat such time of the Indebtedness being refinanced, modified, replaced, renewed,restated, refunded, deferred, extended, substituted, supplemented, reissued orresold; provided that no Restricted Subsidiary of the Company mayrefinance any Indebtedness pursuant to this clause (9) other than its ownIndebtedness;

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(10)                 (x)Indebtedness incurred by the Company and its Restricted Subsidiaries to financethe purchase, lease or improvement of property (real or personal) or equipment(whether through the direct purchase of assets or the Capital Stock of anyPerson owning such assets) and (y) Capitalized Lease Obligations in anaggregate principal amount outstanding for both clauses (x) and (y) (includingrefinancings thereof), together with any Indebtedness pursuant to clause (7),not to exceed $40.0 million at the time of any incurrence thereof;

(11)                 Indebtednessincurred by the Company or any of its Restricted Subsidiaries constitutingreimbursement obligations with respect to letters of credit issued in theordinary course of business, including, without limitation, letters of creditin respect of workers’ compensation claims or self-insurance, or otherIndebtedness with respect to reimbursement-type obligations regarding workers’compensation claims;

(12)                 Indebtednessarising from agreements of the Company or a Restricted Subsidiary of theCompany providing for indemnification, adjustment of purchase price, earn outor other similar obligations, in each case, incurred or assumed in connectionwith the disposition or acquisition of any business, assets or a RestrictedSubsidiary of the Company;

(13)                 obligationsin respect of performance and surety bonds and completion guarantees providedby the Company or any Restricted Subsidiary of the Company in the ordinarycourse of business;

(14)                 Indebtednessconsisting of guarantees (i) by the Company of Indebtedness and any otherobligation or liability permitted to be incurred under this Indenture byRestricted Subsidiaries of the Company, and (ii) subject to the provisions ofSection 4.17, by Restricted Subsidiaries of the Company of Indebtedness and anyother obligation or liability permitted to be incurred by the Company or otherRestricted Subsidiaries of the Company; and

(15)                 additionalIndebtedness of the Company or any Restricted Subsidiary in an aggregateprincipal amount not to exceed $35.0 million at any one time outstanding (whichamount may, but need not, be incurred in whole or in part under the SeniorCredit Facility; and

(16)                 Indebtednessof the Company represented by the Senior Notes in an aggregate principal amountnot to exceed $350.0 million and the related guarantees by the Guarantors.

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Notwithstanding anything in this Indenture to thecontrary, transactions contemplated pursuant to the A/R****Facility shall not be deemed to be theincurrence of Indebtedness by the Company or by any Restricted Subsidiary.

“Permitted Investments” means:

(1)                   Investmentsby the Company or any Restricted Subsidiary of the Company in any RestrictedSubsidiary of the Company that is a Guarantor or any Wholly Owned Subsidiary ofthe Company that is not a Guarantor (whether existing on the Issue Date orcreated thereafter) and Investments in the Company by any Restricted Subsidiaryof the Company;

(2)                   cashand Cash Equivalents;

(3)                   Investmentsexisting on the Issue Date;

(4)                   loansand advances to employees, officers and directors of the Company and itsRestricted Subsidiaries not in excess of $10.0 million at any one timeoutstanding;

(5)                   accountsreceivable owing to the Company or any Restricted Subsidiary created oracquired in the ordinary course of business and payable or dischargeable inaccordance with customary trade terms; provided, however, thatsuch trade terms may include concessionary trade terms as the customary tradeterms;

(6)                   CurrencyAgreements, Interest Swap Obligations and Raw Material Hedge Agreements enteredinto by the Company or any of its Restricted Subsidiaries for bona fidebusiness reasons and not for speculative purposes, and otherwise in compliancewith this Indenture;

(7)                   Investmentsin securities of trade creditors or customers received pursuant to any plan ofreorganization or similar arrangement upon the bankruptcy or insolvency of suchtrade creditors or customers;

(8)                   guaranteesby the Company or any of its Restricted Subsidiaries of Indebtedness otherwisepermitted to be incurred by the Company or any of its Restricted Subsidiariesunder this Indenture and the creation of Liens on the assets of the Company orany of its Restricted Subsidiaries in compliance with Section 4.11;

(9)                   Investmentsby the Company or any Restricted Subsidiary of the Company in a Person, if as aresult of such Investment (a) such Person becomes a Restricted Subsidiary ofthe Company and a Guarantor or a Wholly Owned Subsidiary

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of the Company that is not a Guarantor or (b) such Person is merged,consolidated or amalgamated with or into, or transfers or conveys all orsubstantially all of its assets to, or is liquidated into, the Company or aRestricted Subsidiary of the Company that is a Guarantor or any Wholly OwnedSubsidiary of the Company that is not a Guarantor;

(10)                 additionalInvestments having an aggregate fair market value, taken together with allother Investments made pursuant to this clause (10) that are at the timeoutstanding, not exceeding $20.0 million at the time of such Investment (withthe fair market value of each Investment being measured at the time made andwithout giving effect to subsequent changes in value);

(11)                 anyInvestment by the Company or a Restricted Subsidiary of the Company in aReceivables Entity or any Investment by a Receivables Entity in any otherPerson in connection with a Qualified Receivables Transaction; providedthat any Investment in a Receivables Entity is in the form of a Purchase MoneyNote or an equity interest;

(12)                 Investmentsreceived by the Company or its Restricted Subsidiaries as consideration forasset sales, including Asset Sales; provided that such Asset Sale isotherwise effected in compliance with Section 4.12; and

(13)                 thatportion of any Investment where the consideration provided by the Company isCapital Stock of the Company (other than Disqualified Capital Stock).

“Permitted Liens” means the following types of Liens:

(1)                   Lienssecuring the Notes and the Guarantees;

(2)                   Lienssecuring Acquired Indebtedness incurred in reliance on clause (7) of thedefinition of “Permitted Indebtedness”; provided that such Liens do notextend to or cover any property or assets of the Company or of any of its RestrictedSubsidiaries other than the property or assets that secured the AcquiredIndebtedness prior to the time such Indebtedness became Acquired Indebtednessof the Company or a Restricted Subsidiary of the Company;

(3)                   Liensexisting on the Issue Date, together with any Liens securing Indebtednessincurred in reliance on clause (9) of the definition of “Permitted Indebtedness”in order to refinance the Indebtedness secured by Liens existing on the IssueDate; provided that the Liens securing the refinancing Indebtednessshall not extend to property other than that pledged under the Liens securingthe Indebtedness being refinanced; and

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(4)                   Liensin favor of the Company on the property or assets, or any proceeds, income orprofit therefrom, of any Restricted Subsidiary.

“Person” means an individual, partnership,corporation, unincorporated organization, trust or joint venture, or agovernmental agency or political subdivision thereof or any other entity.

“Physical Security” means, collectively, the Offshore PhysicalSecurities and the U.S. Physical Securities.

“Preferred Stock” of any Person means any CapitalStock of such Person that has preferential rights to any other Capital Stock ofsuch Person with respect to dividends or redemptions or upon liquidation.

“principal” of a debt security means the principalamount of the security plus, when appropriate, the premium, if any, on thesecurity.

“Private Placement Legend” means the legend initiallyset forth on the Series A Notes in the form set forth on Exhibit A-1.

“Productive Assets” means assets (including CapitalStock) of a kind used or usable in the businesses of the Company and itsRestricted Subsidiaries as, or related to such business, conducted on the IssueDate or in businesses reasonably related thereto.

“proforma” means, with respect to anycalculation made or required to be made pursuant to the terms of thisIndenture, a calculation in accordance with Article 11 of Regulation S-X underthe Securities Act as interpreted by the Company’s chief financial officer orBoard of Directors in consultation with its independent certified publicaccountants.

“Purchase Money Note” means a promissory note of aReceivables Entity evidencing a line of credit, which may be irrevocable, fromthe Company or any Subsidiary of the Company in connection with a QualifiedReceivables Transaction to a Receivables Entity, which note shall be repaidfrom cash available to the Receivables Entity, other than amounts required tobe established as reserves pursuant to agreements, amounts paid to investors inrespect of interest, principal and other amounts owing to such investors andamounts paid in connection with the purchase of newly generated receivables.

“Qualified Capital Stock” means any Capital Stock thatis not Disqualified Capital Stock.

“Qualified Institutional Buyer” or “QIB” shall havethe meaning specified in Rule 144A under the Securities Act.

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“Qualified Receivables Transaction” means anytransaction or series of transactions that may be entered into by the Company orany of its Subsidiaries pursuant to which the Company or any or itsSubsidiaries may sell, convey or otherwise transfer to (a) a Receivables Entity(in the case of a transfer by the Company or any of its Subsidiaries) and (b)any other Person (in the case of a transfer by a Receivables Entity), or maygrant a security interest in, any accounts receivable (whether now existing orarising in the future) of the Company or any of its Subsidiaries, and anyassets related thereto including, without limitation, all collateral securingsuch accounts receivable, all contracts and all guarantees or other obligationsin respect of such accounts receivable, proceeds of such accounts receivableand other assets which are customarily transferred or in respect of which securityinterests are customarily granted in connection with asset securitizationtransactions involving accounts receivable.

“Raw Material Hedge Agreements” means agreementsdesigned to hedge against fluctuations in the cost of raw materials enteredinto in the ordinary course of business in connection with the operation of theCompany’s and its Restricted Subsidiaries’ business.

“Receivable” means a right to receive payment arisingfrom a sale or lease of goods or services by a Person pursuant to an arrangementwith another Person pursuant to which such other Person is obligated to pay forgoods or services under terms that permit the purchase of such goods andservices on credit, as determined in accordance with GAAP.

“Receivables Entity” means a Wholly Owned Subsidiaryof the Company (or another Person in which the Company or any Subsidiary of theCompany makes an Investment and to which the Company or any Subsidiary of theCompany transfers accounts receivable and related assets) which engages in noactivities other than in connection with the financing of accounts receivable,all proceeds thereof and all rights (contractual or other), collateral andother assets relating thereto, and any business or activities incidental orrelated to such business, and which is designated by the Board of Directors ofthe Company (as provided below) as a Receivables Entity:

(1)                   noportion of the Indebtedness or any other Obligations (contingent or otherwise)of which:

(i)                    isguaranteed by the Company or any Subsidiary of the Company (excludingguarantees of Obligations (other than the principal of, and interest on,Indebtedness) pursuant to Standard Securitization Undertakings);

(ii)                   isrecourse to or obligates the Company or any Subsidiary of the Company in anyway other than pursuant to Standard Securitization Undertakings; or

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(iii)                  subjects any property or asset of theCompany or any Subsidiary of the Company, directly or indirectly, contingentlyor otherwise, to the satisfaction thereof, other than pursuant to StandardSecuritization Undertakings;

(2)       withwhich neither the Company nor any Subsidiary of the Company has any materialcontract, agreement, arrangement or understanding other than on terms no lessfavorable to the Company or such Subsidiary than those that might be obtainedat the time from Persons that are not Affiliates of the Company, other than (i)pursuant to documents which evidence a Qualified Receivables Transaction and(ii) fees payable in the ordinary course of business in connection with servicingaccounts receivable; and

(3)       towhich neither the Company nor any Subsidiary of the Company has any obligationto maintain or preserve such entity’s financial condition or cause such entityto achieve certain levels of operating results other than through thecontribution of additional Receivables, related security and collectionsthereto and proceeds of the foregoing.

Any such designation by the Board of Directors of theCompany shall be evidenced to the Trustee by filing with the Trustee acertified copy of the resolution of the Board of Directors of the Companygiving effect to such designation and an Officers’ Certificate certifying thatsuch designation complied with the foregoing conditions.

“Redemption Date” means, with respect to any Note, theMaturity Date of such Note or the date on which such Note is to be redeemed bythe Company pursuant to the terms of the Notes.

“Reference Date” shall have the meaning ascribed tosuch term in Section 4.8(c).

“Registrar” has the meaning provided in Section 2.3.

“Registration Rights Agreement” means the RegistrationRights Agreement by and among the Company, Deutsche Bank, JP Morgan and Banc ofAmerica, as agents, and the lenders named therein, relating to $293.5 millionof the Notes and dated as of the Issue Date, as the same may be amended,supplemented or otherwise modified from time to time in accordance with theterms thereof.

“Regulation S” means Regulation S under the SecuritiesAct.

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“Representative” means a trustee or other trustee,agent or representative in respect of any Designated Senior Debt; providedthat if, and for so long as, any Designated Senior Debt lacks such arepresentative, then the Representative for such Designated Senior Debt shallat all times constitute the holders of a majority in outstanding principalamount of such Designated Senior Debt in respect of any Designated Senior Debt.

“Responsible Officer” shall mean, when used withrespect to the Trustee, any officer within the corporate trust department ofthe Trustee, including any vice president, assistant vice president, assistantsecretary, assistant treasurer, trust officer or any other officer of theTrustee who customarily performs functions similar to those performed by thepersons who at the time shall be such officers, respectively, or to whom anycorporate trust matter is referred because of such person’s knowledge of andfamiliarity with the particular subject and who shall have directresponsibility for the administration of this Indenture.

“Restricted Security” has the meaning set forth inRule 144(a)(3) under the Securities Act; provided that the Trustee shallbe entitled to request and conclusively rely upon an Opinion of Counsel withrespect to whether any Note is a Restricted Security.

“Restricted Subsidiary” of any Person means anySubsidiary of such Person which at the time of determination is not anUnrestricted Subsidiary.

“Rule 144A” means Rule 144A under the Securities Act.

“Sale and Leaseback Transaction” means any direct orindirect arrangement with any Person or to which any such Person is a party,providing for the leasing to the Company or a Restricted Subsidiary of anyproperty, whether owned by the Company or any Restricted Subsidiary at theIssue Date or later acquired, which has been or is to be sold or transferred bythe Company or such Restricted Subsidiary to such Person or to any other Personfrom whom funds have been or are to be advanced by such Person on the securityof such property.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, asamended.

“Securityholder” means Holder.

“Senior Credit Facility” means the Credit Agreementdated as of December 7, 1999, among the Company, certain of its subsidiaries,the lenders party thereto in their capacities as lenders thereunder and J.P.Morgan Securities Inc. (f/k/a Chase Securities Inc.) and Deutsche BankSecurities Inc., as Joint Lead Arrangers and Joint Book Managers, JP MorganChase Bank, (f/k/a The Chase Manhattan Bank), as Administrative Agent, Deutsche

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Bank Trust Company Americas (f/k/a Bankers Trust Company), asSyndication Agent, Bank of America, N.A., as Documentation Agent, and variousco-agents, together with the related documents thereto (including, withoutlimitation, any guarantee agreements and security documents), in each case assuch agreements may be amended (including any amendment and restatementthereof), supplemented or otherwise modified from time to time, including anyagreement extending the maturity of, refinancing, replacing or otherwiserestructuring (including increasing the amount of available borrowingsthereunder or adding Restricted Subsidiaries of the Company as additionalborrowers or guarantors thereunder) all or any portion of the Indebtednessunder such agreement or any successor or replacement agreement and whether bythe same or any other agent, lender or group of lenders.

“Senior Debt” means the principal of, premium, if any,and interest (including any interest accruing subsequent to the filing of apetition of bankruptcy at the rate provided for in the documentation withrespect thereto, whether or not such interest is an allowed claim underapplicable law) on any Indebtedness of the Company, whether outstanding on theIssue Date or thereafter created, incurred or assumed, unless, in the case ofany particular Indebtedness, the instrument creating or evidencing the same orpursuant to which the same is outstanding expressly provides that suchIndebtedness shall not be senior in right of payment to the Notes. Without limitingthe generality of the foregoing, “Senior Debt” shall also include the principalof, premium, if any, interest (including any interest accruing subsequent tothe filing of a petition of bankruptcy at the rate provided for in thedocumentation with respect thereto, whether or not such interest is an allowedclaim under applicable law) on, and all other amounts owing in respect of:

(1)                   allmonetary obligations of every nature of the Company under, or with respect to,the Senior Credit Facility and the A/R Facility, including, without limitation,obligations to pay principal and interest, reimbursement obligations underletters of credit, fees, expenses and indemnities (and guarantees thereof);

(2)                   allInterest Swap Obligations of the Company (and guarantees thereof by theCompany); and

(3)                   allobligations of the Company (and guarantees thereof by the Company) underCurrency Agreements;

in each case whether outstanding on the Issue Date orthereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall notinclude:

(1)                   anyIndebtedness of the Company to a Subsidiary of the Company;

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(2)                   Indebtednessto, or guaranteed on behalf of, any shareholder, director, officer or employeeof the Company or any Subsidiary of the Company (including, without limitation,amounts owed for compensation) other than a shareholder who is also a lender (oran Affiliate of a lender) under the Senior Credit Facility;

(3)                   Indebtednessto trade creditors and other amounts incurred in connection with obtaininggoods, materials or services;

(4)                   Indebtednessrepresented by Disqualified Capital Stock;

(5)                   anyliability for federal, state, local or other taxes owed or owing by theCompany;

(6)                   thatportion of any Indebtedness incurred in violation of Section 4.9 (but, as toany such obligation, no such violation shall be deemed to exist for purposes ofthis clause (6) if the holder(s) of such obligation or their representativeshall have received an officers’ certificate of the Company to the effect thatthe incurrence of such Indebtedness does not (or, in the case of revolvingcredit indebtedness, that the incurrence of the entire committed amount thereofat the date on which the initial borrowing thereunder is made would not)violate such provisions of this Indenture); provided that the foregoing shallnot apply to any incurrence under the Senior Credit Facility pursuant to clause(2) of the definition of “Permitted Indebtedness” which incurrence was inviolation of such clause (2) solely as a result of the increase in AttributedReceivables Facility Indebtedness (as defined in the Senior Credit Facility asin effect on June 24, 2002) and the lenders under the Senior Credit Facilityextended such additional amounts in good faith without knowledge of suchincrease;

(7)                   Indebtednesswhich, when incurred and without respect to any election under Section 1111(b)of Title 11, United States Code, is without recourse to the Company; and

(8)                   anyIndebtedness which is, by its express terms, subordinated or junior in right ofpayment to any other Indebtedness of the Company.

“Senior Debt Obligations” means all obligations of theCompany for principal, premium, interest, penalties, fees, indemnifications,reimbursements, damages and other liabilities payable under the documentationgoverning any Senior Debt, and all guarantees by the Company of any of theforegoing.

“Senior Notes” means the Company’s $350,000,000aggregate principal amount of 10-7/8% Senior Notes due 2009.

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“Senior Subordinated Credit Agreement” shall mean theSenior Subordinated Credit Agreement dated as of December 7, 1999, by and amongVertis Holdings, the Company, the subsidiary guarantors named therein, thelenders party thereto, and the agent banks named therein, as the same may beamended from time to time.

“Senior Subordinated Indebtedness” means (x) withrespect to the Notes, any Indebtedness of the Company that specificallyprovides that such Indebtedness is to rank pari passu with the Notes andis not by its express terms subordinate in right of payment to any Indebtednessof the Company which is not Senior Debt and (y) with respect to a Guarantee, anyIndebtedness of a Guarantor that specifically provides that such Indebtednessis to rank paripassu with such Guarantor’s Guarantee and is notby its express terms subordinate in right of payment to any Indebtedness ofsuch Guarantor which is not Guarantor Senior Debt.

“Series A Notes” means the 131⁄2% Senior SubordinatedNotes due 2009, Series A, issued, authenticated and delivered under thisIndenture, as amended or supplemented from time to time pursuant to the termsof this Indenture substantially in the form set forth in Exhibit A-1.

“Series B Notes” means the 131⁄2% Senior SubordinatedNotes due 2009, Series B (the terms of which are identical to the Series ANotes except that the Series B Notes shall be registered under the SecuritiesAct, and shall not contain the restrictive legend on the face of the form ofthe Series A Notes) to the extent issued in exchange for the Series A Notespursuant to the terms of the Registration Rights Agreement and this Indenturesubstantially in the form set forth in Exhibit A-2.

“Significant Subsidiary” with respect to any Person,means any Restricted Subsidiary of such Person that satisfies the criteria fora “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X underthe Exchange Act.

“Standard Securitization Undertakings” meansrepresentations, warranties, covenants and indemnities entered into by theCompany or any Subsidiary of the Company which, taken as a whole, arereasonably customary in an accounts receivable transaction (including, withoutlimitation, all such representations, warrants, covenants and indemnitiesincluded in the documents evidencing the A/R****Facility as ineffect on the Issue Date).

“Subordinated Obligation” means(x) with respect to theCompany, any Indebtedness of the Company (whether outstanding on the Issue Dateor thereafter incurred) which is expressly subordinate in right of payment tothe Notes, pursuant to a written agreement and (y) with respect to a Guarantor,any Indebtedness of such Guarantor (whether outstanding on the Issue Date orthereafter incurred) which is expressly subordinate in right of payment to theGuarantee of such Guarantor, pursuant to a written agreement.

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“Subsidiary” with respect to any Person, means:

(1)                   anycorporation of which the outstanding Capital Stock having at least a majorityof the votes entitled to be cast in the election of directors under ordinarycircumstances shall at the time be owned, directly or indirectly, by suchPerson; or

(2)                   anyother Person of which at least a majority of the voting interest under ordinarycircumstances is at the time, directly or indirectly, owned by such Person.

“THL” shall mean Thomas H. Lee Partners, L.P., aDelaware limited partnership.

“THL Affiliates” shall mean any Affiliate of THL, providedthat for purposes of the definition of “Change of Control,” the term THLAffiliate shall not include any portfolio company of either THL or anyAffiliate of THL.

“THL Investor” shall mean and include Thomas H. LeeEquity Fund, IV, L.P., Thomas H. Lee Foreign Fund, IV, L.P., Thomas H. Lee Equity Fund IV, L.P., 1997 Thomas H. LeeNominee Trust and Thomas H. Lee Charitable Investment, L.P., or any limited orgeneral partner, stockholder, officer, employee or consultant of such THLInvestor, or any officer, employee or consultant of THL; provided that for thepurposes of making calculations under the definition of “Change of Control,”the aggregate amount of equity of Vertis Holdings attributable to consultantsof THL and consultants of THL Investors may not exceed $3 million.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture.

 “TransactionDate” has the meaning ascribed to such term in the definition of “ConsolidatedFixed Charge Coverage Ratio.”

“Tribunal” means any government, any arbitrationpanel, any court or any governmental department, commission, board, bureau,agency, authority or instrumentality of the United States or any state,province, commonwealth, nation, territory or possession, whether now orhereafter constituted and/or existing.

“Trustee” means the party named as such in thisIndenture until a successor replaces it in accordance with the provisions ofthis Indenture and thereafter means such successor.

“Unrestricted Subsidiary” of any Person means:

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(1)                   anySubsidiary of such Person that at the time of determination shall be orcontinue to be designated an Unrestricted Subsidiary by the Board of Directorsof such Person in the manner provided below; and

(2)                   anySubsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary(including any newly acquired or newly formed Subsidiary) to be an UnrestrictedSubsidiary unless such Subsidiary owns any Capital Stock of, or owns or holdsany Lien on any property of, the Company or any other Subsidiary of the Companythat is not a Subsidiary of the Subsidiary to be so designated; providedthat:

(1)                   theCompany certifies to the Trustee that such designation complies with Section4.8; and

(2)                   eachSubsidiary to be so designated and each of its Subsidiaries has not at the timeof designation, and does not thereafter, create, incur, issue, assume,guarantee or otherwise become directly or indirectly liable with respect to anyIndebtedness pursuant to which the lender has recourse to any of the assets ofthe Company or any of its Restricted Subsidiaries.

The Board of Directors may designate any UnrestrictedSubsidiary to be a Restricted Subsidiary only if:

(1)                   immediatelyafter giving effect to such designation, the Company is able to incur at least$1.00 of additional Indebtedness (other than Permitted Indebtedness) incompliance with Section 4.9; and

(2)                   immediatelybefore and immediately after giving effect to such designation, no Default orEvent of Default shall have occurred and be continuing. Any such designation bythe Board of Directors shall be evidenced to the Trustee by promptly filingwith the Trustee a copy of the Board Resolution giving effect to suchdesignation and an officers’ certificate certifying that such designationcomplied with the foregoing provisions.

“U.S. Government Obligations” means directnon-callable obligations of, or non-callable obligations guaranteed by, theUnited States of America for the payment of which guarantee or obligation thefull faith and credit of the United States is pledged.

“U.S. Legal Tender” means such coin or currency of theUnited States of America as at the time of payment shall be legal tender forthe payment of public and private debts.

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“U.S. Physical Securities” means Notes, together withtheir related Guarantees, issued in the form of certificated Notes, togetherwith their related Guarantees, in registered form in substantially the form setforth in Exhibit A-1 or Exhibit A-2.

“Vertis Holdings” means Vertis Holdings, Inc., aDelaware corporation and the parent of the Company.

“Weighted Average Life to Maturity” means, whenapplied to any Indebtedness at any date, the number of years obtained bydividing (a) the then outstanding aggregate principal amount of such Indebtednessinto (b) the sum of the total of the products obtained by multiplying (i) theamount of each then remaining installment, sinking fund, serial maturity orother required payment of principal, including payment at final maturity, inrespect thereof, by (ii) the number of years (calculated to the nearestone-twelfth) which will elapse between such date and the making of suchpayment.

“Wholly Owned Subsidiary” means any RestrictedSubsidiary of the Company all the outstanding voting interests or voting CapitalStock of which (other than directors’ qualifying shares or an immaterial amountof shares required to be owned by other Persons pursuant to applicable law) areowned, directly or indirectly, by the Company.

SECTION 1.2            Incorporation by Reference of TrustIndenture Act.

Whenever this Indenture refers to a provision of theTIA, the provision shall be deemed incorporated by reference in and made a partof this Indenture. The following TIA terms used in this Indenture have thefollowing meanings:

(a)  “Commission” means the SEC;

(b)  “indenture securities” means the Notes,together with their related Guarantees;

(c)  “indenture security holder” means aSecurityholder;

(d)  “indenture to be qualified” means thisIndenture;

(e)  “indenture trustee” or “institutionaltrustee” means the Trustee; and

(f)  “obligor” on the indenture securitiesmeans the Company or any other obligor on the Notes and the Guarantees.

All other TIA terms used in this Indenture that aredefined by the TIA, defined by TIA reference to another statute or defined bySEC rule and not otherwise defined herein have the meanings so assigned to themtherein.

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SECTION 1.3            Rules of Construction.

Unless the context otherwise requires:

(a)  a term has the meaning assigned to it;

(b)  “or” is exclusive;

(c)  words in the singular include theplural, and words in the plural include the singular;

(d)  provisions apply to successive eventsand transactions;

(e)  “herein,” “hereof’ and other words ofsimilar import refer to this Indenture as a whole and not to any particularArticle, Section or other Subdivision; and

(f)  unlessotherwise specified herein, all accounting terms used herein shall beinterpreted, all accounting determinations hereunder shall be made, and allfinancial statements required to be delivered hereunder shall be prepared inaccordance with GAAP as in effect from time to time, applied on a basisconsistent with the most recent audited consolidated financial statements ofthe Company.

**ARTICLE II**

**THE SECURITIES**

SECTION 2.1            Form and Dating.

The Series A Notes and the Series B Notes and theTrustee’s certificate of authentication with respect thereto shall besubstantially in the form set forth in Exhibits A-1 and A-2 annexed hereto,which is hereby incorporated in and expressly made a part of this Indenture.The Notes may have notations, legends or endorsements required by law, rule,usage or agreement to which the Company is subject. Each Note shall be datedthe date of its issuance and shall show the date of its authentication. The termsand provisions contained in the Notes and the Guarantees shall constitute, andare expressly made, a part of this Indenture.

SECTION 2.2            Execution and Authentication. 

Two Officers shall execute the Notes on behalf of theCompany by either manual or facsimile signature. The Guarantors shall executethe Guarantees in the manner set forth in Article XI.

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If a Person whose signature is on a Note as an Officerno longer holds that office at the time the Trustee authenticates the Note, theNote shall be valid nevertheless.

A Note shall not be valid until the Trustee manuallysigns the certificate of authentication on the Note. The signature shall beconclusive evidence that the Note has been authenticated under this Indenture.Each Note shall be dated the date of its authentication.

The Trustee shall authenticate Series A Notes fororiginal issue from time to time in the aggregate principal amount not toexceed $293,500,000, upon receipt of an Officers’ Certificate. In addition, theTrustee or an authenticating agent shall authenticate Series B Notes to theextent issued pursuant to the terms of the Registration Rights Agreement uponreceipt of an Officers’ Certificate. The aggregate principal amount of Notesoutstanding at any time may not exceed $293,500,000 except as provided inSection 2.7.

The Trustee may appoint an authenticating agentacceptable to the Company to authenticate Notes. Unless limited by the terms ofsuch appointment, an authenticating agent may authenticate Notes whenever theTrustee may do so. Each reference in this Indenture to authentication by theTrustee includes authentication by such agent. Such authenticating agent shallhave the same authenticating rights and duties as the Trustee in any dealingshereunder with the Company or with any Affiliate of the Company.

The Notes shall be issuable only in registered formwithout coupons and only in denominations of $1,000 and any integral multiplethereof.

Notes offered and sold in reliance on Rule 144A shallbe issued initially in the form of one or more permanent global notes inregistered form, substantially in the form set forth in Exhibit A-1 (“GlobalSecurities”), deposited with the Trustee, as custodian for the Depository, andshall bear the legend set forth on Exhibit B. The aggregate principal amount ofany Global Security may from time to time be increased or decreased byadjustments made on the records of the Trustee, as custodian for theDepository, as hereinafter provided.

Notes offered and sold in offshore transactions inreliance on Regulation S shall be issued in the form of certificated notes inregistered form set forth in Exhibit A- 1 (“Offshore Physical Securities”).

SECTION 2.3            Registrar and Paying Agent. 

The Company shall maintain an office or agency (whichshall be located in the Borough of Manhattan in the City of New York, State ofNew York) where Notes may be presented for registration of transfer or forexchange (the “Registrar”), an office or agency (which shall be located in theBorough of Manhattan, City of New York, State of New York) where Notes may bepresented for payment (the “Paying Agent”) and an office or agency

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where notices and demands to or upon the Company in respect of theNotes and this Indenture may be served. The Registrar shall keep a register ofthe Notes and of their transfer and exchange. The Company may have one or moreco-registrars and one or more additional paying agents. The term “Paying Agent”includes any additional paying agent. The Company may act as its own PayingAgent, except that for the purposes of payments on account of principal on theNotes pursuant to Sections 4.12 and 4.15, neither the Company nor any Affiliateof the Company may act as Paying Agent.

The Company shall enter into an appropriate agencyagreement with any Agent not a party to this Indenture, which shall incorporatethe provisions of the TIA. The agreement shall implement the provisions of thisIndenture that relate to such Agent. The Company shall notify the Trustee ofthe name and address of any such Agent. If the Company fails to maintain aRegistrar or Paying Agent, or fails to give the foregoing notice, the Trusteeshall act as such and shall be entitled to appropriate compensation inaccordance with Section 7.7.

The Company initially appoints the Trustee as Registrarand Paying Agent and agent for service of notices and demands in connectionwith the Notes.

SECTION 2.4            Paying Agent To Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefitof the Securityholders or the Trustee all money held by the Paying Agent forthe payment of principal of or interest on the Notes, and shall notify theTrustee of any default by the Company in making any such payment. Money held intrust by the Paying Agent need not be segregated except as required by law andin no event shall the Paying Agent be liable for any interest on any moneyreceived by it hereunder. The Company at any time may require the Paying Agentto pay all money held by it to the Trustee and account for any funds disbursedand the Trustee may at any time during the continuance of any Event of Defaultspecified in Section 6.l(a) or (b) upon written request to the Paying Agent,require such Paying Agent to pay forthwith all money so held by it to theTrustee and to account for any funds disbursed. Upon making such payment, thePaying Agent shall have no further liability for the money delivered to theTrustee.

SECTION 2.5            Securityholder Lists. 

The Trustee shall preserve in as current a form as isreasonably practicable the most recent list available to it of the names andaddresses of the Securityholders and otherwise comply with TIA §312(a). If the Trustee is not theRegistrar, the Company shall furnish or cause the Registrar to furnish to theTrustee before each Interest Payment Date, and at such other times as theTrustee may request in writing, a list in such form and as of such date as theTrustee may reasonably require of the names and addresses of theSecurityholders.

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SECTION 2.6            Transfer and Exchange.

Subject to the provisions of Sections 2.14 and 2.15,when Notes are presented to the Registrar or a co-Registrar with a request fromthe Holder of such Notes to register the transfer or to exchange them for anequal principal amount of Notes of other authorized denominations, theRegistrar shall register the transfer or make the exchange as requested; providedthat every Note presented or surrendered for registration of transfer orexchange shall be duly endorsed or be accompanied by a written instrument oftransfer in form satisfactory to the Company and the Registrar, duly executedby the Holder thereof or his attorneys duly authorized in writing. To permitregistrations of transfers and exchanges, the Company shall issue and executeand the Trustee shall authenticate new Notes (together with related Guaranteesexecuted by the Guarantors) evidencing such transfer or exchange. No servicecharge shall be made to the Securityholder for any registration of transfer orexchange. The Company may require from the Securityholder payment of a sumsufficient to cover any transfer taxes or other governmental charge that may beimposed in relation to a transfer or exchange, but this provision shall notapply to any exchange pursuant to Section 2.10,4.12, 4.15 or 9.5 (in whichevents the Company will be responsible for the payment of such taxes). TheRegistrar or co-Registrar shall not be required to register the transfer of orexchange of any Note (i) during a period beginning at the opening of business15 days before the mailing of a notice of redemption of Notes and ending at theclose of business on the day of such mailing and (ii) selected for redemptionin whole or in part pursuant to Article III,except the unredeemed portion of any Note being redeemed in part.

SECTION 2.7            Replacement Notes.

If a mutilated Note is surrendered to the Registrar orthe Trustee or if the Holder of a Note of any series claims that the Note hasbeen lost, destroyed or wrongfully taken, the Company shall issue and theTrustee shall authenticate a replacement Note (together with related Guaranteesexecuted by the Guarantors) if the Holder of such Note furnishes to the Companyand to the Trustee evidence reasonably acceptable to them of the ownership andthe destruction, loss or theft of such Note. If required by the Trustee or the Company,an indemnity bond shall be posted, sufficient in the judgment of the Company orthe Trustee, as the case may be, to protect the Company, the Trustee or anyAgent from any loss that any of them may suffer if such Note is replaced. TheCompany may charge such Holder for the Company’s expenses in replacing suchNote and the Trustee may charge the Company for the Trustee’s expenses inreplacing such Note. Every replacement Note shall constitute an additionalobligation of the Company and shall be entitled to the benefits of thisIndenture.

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SECTION 2.8            Outstanding Notes.

The Notes outstanding at any time are all Notes thathave been authenticated by the Trustee except for (a) those canceled by it, (b)those delivered to it for cancellation or (c) those described in this Section2.8 as not outstanding. A Note does not cease to be outstanding because theCompany or one of its Affiliates holds the Note.

If a Note is replaced pursuant to Section 2.7, itceases to be outstanding unless the Trustee receives proof satisfactory to itthat the replaced Note is held by a bonafide purchaser in whosehands such Note is a legal, valid and binding obligation of the Company.

If the Paying Agent holds, in its capacity as such, onany Maturity Date or on any optional redemption date money sufficient to payall accrued interest and principal with respect to such Notes payable on thatdate and is not prohibited from paying such money to the Holders thereofpursuant to the terms of this Indenture, then on and after that date such Notescease to be outstanding and interest on them ceases to accrue.

SECTION 2.9            Treasury Notes.

In determining whether the Holders of the requiredprincipal amount of Notes have concurred in any declaration of acceleration ornotice of default or direction, waiver or consent or any amendment,modification or other change to this Indenture, Notes owned by the Company orany Subsidiary or an Affiliate of the Company shall be deemed not to beoutstanding, except that for the purposes of determining whether the Trusteeshall be protected in relying on any such direction, waiver or consent or anyamendment, modification or other change to this Indenture, only Notes that theTrustee knows are so owned shall be so disregarded. The Company shall notifythe Trustee, in writing, when it or any of its Affiliates repurchases orotherwise acquires Notes, of the aggregate principal amount of such Notes sorepurchased or otherwise acquired.

SECTION 2.10          Temporary Notes.

Until definitive Notes are prepared and ready fordelivery, the Company may prepare and the Trustee shall authenticate temporaryNotes (together with related Guarantees executed by the Guarantors). TemporaryNotes shall be substantially in the form of definitive Notes but may havevariations that the Company reasonably considers appropriate for temporaryNotes. Without unreasonable delay, the Company shall prepare and the Trusteeshall authenticate definitive Notes (together with related Guarantees executedby the Guarantors) in exchange for temporary Notes. Until such exchange, suchtemporary Notes shall be entitled to the same rights, benefits and privilegesas the definitive Notes.

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SECTION 2.11          Cancellation.

The Company at any time may deliver Notes to theTrustee for cancellation. The Registrar and the Paying Agent shall forward tothe Trustee any Notes surrendered to them for registration of transfer,exchange or payment. The Trustee and no one else shall cancel all Notessurrendered for registration of transfer, exchange, payment, replacement or cancellationand shall (subject to the record-retention requirements of the Exchange Act)dispose of canceled Notes unless the Company directs the Trustee to return suchNotes to the Company. The Company may not reissue or resell, or issue new Notesto replace, Notes that the Company has redeemed or paid, or that have beendelivered to the Trustee for cancellation.

SECTION 2.12          Defaulted Interest. 

If the Company defaults in a payment of interest onthe Notes, it shall pay the defaulted interest, plus, to the extent permittedby law, any interest payable on the defaulted interest, to the Persons who areSecurityholders on a subsequent special record date. Such record date shall bethe fifteenth day next preceding the date fixed by the Company for the payment ofdefaulted interest, whether or not such day is a Business Day. At least 15 daysbefore the subsequent special record date, the Company shall mail (or cause tobe mailed) to each Securityholder a notice that states the record date, thepayment date and the amount of defaulted interest to be paid. Notwithstandingthe foregoing, any interest which is paid prior to the expiration of the 30-dayperiod set forth in Section 6.l(a) or (b) shall be paid to Holders of Notes asof the regular record date for the interest payment date for which interest hasnot been paid. Notwithstanding the foregoing, the Company may make payment ofany defaulted interest in any other lawful manner not inconsistent with therequirements of any securities exchange on which the Notes may be listed, andupon such notice as may be required by such exchange.

SECTION 2.13          CUSIP Number.

The Company in issuing the Notes may use a “CUSIP”number, and if so, such CUSIP number shall be included in notices of redemptionor exchange as a convenience to Holders; provided that any such noticemay state that no representation is made as to the correctness or accuracy ofthe CUSIP number printed in the notice or on the Notes, and that reliance maybe placed only on the other identification numbers printed on the Notes. TheCompany will promptly notify the Trustee of any change in the CUSP number.

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SECTION 2.14          Book-Entry Provisions for GlobalSecurities.

(a)       TheGlobal Securities initially shall (i) be registered in the name of theDepository or the nominee of such Depository, (ii) be delivered to the Trusteeas custodian for such Depository and (iii) bear legends as set forth in ExhibitB.

Members of, or participants in, the Depository (“AgentMembers”) shall have no rights under this Indenture with respect to any GlobalSecurity held on their behalf by the Depository, or the Trustee as itscustodian, or under the Global Security, and the Depository may be treated bythe Company, the Trustee and any agent of the Company or the Trustee as theabsolute owner of the Global Security for all purposes whatsoever.Notwithstanding the foregoing, nothing herein shall prevent the Company, theTrustee or any agent of the Company or the Trustee from giving effect to anywritten certification, proxy or other authorization furnished by the Depositoryor impair, as between the Depository and its Agent Members, the operation ofcustomary practices governing the exercise of the rights of a Holder of anyNote.

(b)       Transfersof Global Securities shall be limited to transfers in whole, but not in part,to the Depository, its successors or their respective nominees. U.S. PhysicalSecurities shall be transferred to all beneficial owners in exchange for theirbeneficial interests in Global Securities, in accordance with the rules andprocedures of the Depository, only if (i) the Depository notifies the Companythat it is unwilling or unable to continue as Depository for any GlobalSecurity and a successor depositary is not appointed by the Company within 90days of such notice or (ii) an Event of Default has occurred and is continuingand the Registrar has received a request from the Depository to issue U.S.Physical Securities.

(c)       Inconnection with the transfer of Global Securities as an entirety to beneficialowners pursuant to paragraph (b), the Global Securities shall be deemed to besurrendered to the Trustee for cancellation, and the Company shall execute, andthe Trustee shall authenticate and deliver to each beneficial owner identifiedby the Depository in exchange for its beneficial interest in the GlobalSecurities, an equal aggregate principal amount of U.S. Physical Securities(together with related Guarantees executed by the Guarantors) of authorizeddenominations.

(d)       AnyU.S. Physical Security constituting a Restricted Security delivered in exchangefor an interest in a Global Security pursuant to paragraph (b) shall, except asotherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear thelegend regarding transfer restrictions applicable to the U.S. PhysicalSecurities set forth in Exhibit A-1.

(e)       TheHolder of any Global Security may grant proxies and otherwise authorize anyPerson, including Agent Members and Persons that may hold interests through

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Agent Members, to take any action which a Holder is entitled to takeunder this Indenture or the Notes.

SECTION 2.15          Special Transfer Provisions.

(a)       Transfersto Non-QIB Institutional Accredited Investors and Non-U.S. Persons. Thefollowing provisions shall apply with respect to the registration of any proposedtransfer of a Note constituting a Restricted Security to any InstitutionalAccredited Investor which is not a QIB or to any Non-U.S. Person:

(i)        theRegistrar shall register the transfer of any Note constituting a RestrictedSecurity, whether or not such Note bears the Private Placement Legend, if (x)the requested transfer is after the second anniversary of the Issue Date or (y)(1) in the case of a transfer to an Institutional Accredited Investor which isnot a QIB (excluding Non-U.S. Persons), the proposed transferee has deliveredto the Registrar a certificate substantially in the form of Exhibit C hereto or(2) in the case of a transfer to a Non-U.S. Person, the proposed transferee hasdelivered to the Registrar a certificate substantially in the form of Exhibit Dhereto, together, in the case of clause (i)(x) with such other certifications,legal opinions or other information as the Company or the Trustee mayreasonably require to confirm that such transfer is being made pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act; and

(ii)       ifthe proposed transferor is an Agent Member holding a beneficial interest in aGlobal Security, upon receipt by the Registrar of (x) the certificate, if any,required by paragraph (i) above and (y) instructions given in accordance withthe Depository’s and the Registrar’s procedures,

whereupon (a) the Registrar shall reflect on its books and records thedate and (if the transfer does not involve a transfer of outstanding PhysicalSecurities) a decrease in the principal amount of a Global Security in anamount equal to the principal amount of the beneficial interest in a GlobalSecurity to be transferred, and (b) the Company shall execute and the Trustee shallauthenticate and deliver one or more Physical Securities (together with relatedGuarantees executed by the Guarantors) of like tenor and amount.

(b)       Transfersto QIBs. The following provisions shall apply with respect to theregistration of any proposed transfer of a Note constituting a RestrictedSecurity to a QIB (excluding transfers to Non-U.S. Persons):

(i)        theRegistrar shall register the transfer if such transfer is being made by aproposed transferor who has checked the box provided for on the form of Notestating, or has otherwise advised the Company and the Registrar in writing,that the

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sale has been made in compliance with the provisions of Rule 144A to atransferee who has signed the certification provided for on the form of Notestating, or has otherwise advised the Company and the Registrar in writing,that it is purchasing the Note for its own account or an account with respectto which it exercises sole investment discretion and that it and any suchaccount is a QIB within the meaning of Rule 144A, and is aware that the sale toit is being made in reliance on Rule 144A and acknowledges that it has receivedsuch information regarding the Company as it has requested pursuant to Rule144A or has determined not to request such information and that it is awarethat the transferor is relying upon its foregoing representations in order toclaim the exemption from registration provided by Rule 144A; and

(ii)       ifthe proposed transferee is an Agent Member, and the Notes to be transferredconsist of Physical Securities which after transfer are to be evidenced by aninterest in the Global Security, upon receipt by the Registrar of instructionsgiven in accordance with the Depository’s and the Registrar’s procedures, theRegistrar shall reflect on its books and records the date and an increase inthe principal amount of the Global Security in an amount equal to the principalamount of the Physical Securities to be transferred, and the Trustee shallcancel the Physical Securities so transferred.

(c)       PrivatePlacement Legend. Upon the transfer, exchange or replacement of Notes notbearing the Private Placement Legend, the Registrar shall deliver Notes that donot bear the Private Placement Legend. Upon the transfer, exchange orreplacement of Notes bearing the Private Placement Legend, the Registrar shalldeliver only Notes that bear the Private Placement Legend unless (i) thecircumstances contemplated by paragraph (a)(i)(x) of this Section 2.15 exist,(ii) there is delivered to the Registrar an Opinion of Counsel reasonablysatisfactory to the Company and the Trustee to the effect that neither suchlegend nor the related restrictions on transfer are required in order tomaintain compliance with the provisions of the Securities Act or (iii) suchNote has been sold pursuant to an effective registration statement under theSecurities Act.

(d)       General.By its acceptance of any Note bearing the Private Placement Legend, each Holderof such a Note acknowledges the restrictions on transfer of such Note set forthin this Indenture and in the Private Placement Legend and agrees that it willtransfer such Note only as provided in this Indenture.

The Registrar shall retain copies of all letters,notices and other written communications received pursuant to Section 2.14 orthis Section 2.15. The Company shall have the right to inspect and make copiesof all such letters, notices or other written communications at any reasonabletime upon the giving of reasonable written notice to the Registrar.

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**ARTICLE III**

**REDEMPTION**

SECTION 3.1            Notices to Trustee.

If the Company elects to redeem Notes pursuant toSection 5 of the Notes, it shall notify the Trustee and the Paying Agent inwriting of the Redemption Date and the principal amount of Notes to beredeemed.

The Company shall give each notice provided for inthis Section 3.1 at least 30 but not more than 60 days before the RedemptionDate (unless a shorter notice shall be satisfactory to the Trustee), togetherwith an Officers’ Certificate stating that such redemption will comply with theconditions contained herein and in the Notes.

SECTION 3.2            Selection of Notes To Be Redeemed.

If less than all of the Notes are to be redeemed, theTrustee shall select Notes to be so redeemed in compliance with applicablelegal requirements and the requirements of the principal national securitiesexchange, if any, on which the Notes are listed or, if the Notes are not listedon a national securities exchange, by lot, pro rata or in such other fair andappropriate manner chosen at the discretion of the Trustee.

The Trustee shall make the selection from the Notesoutstanding and not previously called for redemption. Notes in denominations of$1,000 or less may only be redeemed in whole. The Trustee may select forredemption portions (equal to $1,000 or any integral multiple thereof) of theprincipal of Notes that have denominations larger than $1,000. Provisions ofthis Indenture that apply to Notes called for redemption also apply to portionsof Notes called for redemption. The Trustee shall promptly notify the Companyin writing of the Notes selected for redemption and, in the case of any Noteselected for partial redemption, the principal amount of each certificateselected for redemption.

SECTION 3.3            Notice of Redemption.

At least 30 days but not more than 60 days before aRedemption Date, the Company shall mail or cause the mailing of a notice ofredemption by first-class mail, postage prepaid, to each Holder of Notes to beredeemed at such Holder’s address as it appears on the Notes register maintainedby the Registrar with a copy to the Trustee and any Paying Agent.

The notice shall identify the Notes to be redeemed andshall state:

(a)  the Redemption Date;

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(b)  the redemption price to be paid;

(c)  the name and address of the PayingAgent;

(d)  that Notes called for redemption mustbe surrendered to the Paying Agent to collect the redemption price and accruedinterest, if any;

(e)  that, unless the Company defaults inmaking the redemption payment, interest on Notes called for redemption ceasesto accrue on and after the Redemption Date and the only remaining right of theHolders of such Notes is to receive payment of the redemption price uponsurrender to the Paying Agent of the Notes to be redeemed;

(f)  if any Note is to be redeemed in part,the portion of the principal amount (equal to $1,000 or any integral multiplethereof) of such Note to be redeemed and that, on or after the Redemption Date,upon surrender of such Note, a new Note or Notes in aggregate principal amountequal to the unredeemed portion thereof will be issued without charge to theSecurityholder;

(g)  if less than all of the Notes are to beredeemed, the identification of the particular Notes (or portion thereof) to beredeemed, as well as the aggregate principal amount of Notes to be redeemed;and

(h)  the CUSIP number, if any.

At the Company’s request, made to the Trustee at least35 days prior to the Redemption Date, the Trustee shall give the notice ofredemption in the Company’s name and at the Company’s expense in accordancewith this Section 3.3.

SECTION 3.4            Effect of Notice of Redemption.

Once notice of redemption is mailed, Notes called forredemption become due and payable on the Redemption Date and at the redemptionprice. Upon surrender to the Paying Agent, such Notes shall be paid at theredemption price plus accrued interest to the Redemption Date, but interestinstallments whose Interest Payment Date is on or prior to such Redemption Datewill be payable on the relevant Interest Payment Dates to the Holders of recordat the close of business on the relevant record dates referred to in the Notes.

SECTION 3.5            Deposit of Redemption Price.

Prior to 10:00 a.m. New York City time on theRedemption Date, the Company shall deposit with the Paying Agent in immediatelyavailable funds U.S. Legal Tender

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sufficient to pay the redemption price of and accrued interest on allNotes or portions thereof to be redeemed on that date.

If any Note surrendered for redemption in the mannerprovided in the Notes shall not be so paid on the Redemption Date due to thefailure of the Company to deposit sufficient funds with the Paying Agent,interest will continue to accrue from and including the Redemption Date untilsuch payment is made on the unpaid principal and, to the extent lawful, on anyinterest not paid on such unpaid principal, in each case at the date and in themanner provided in the Notes.

SECTION 3.6            Notes Redeemed in Part.

Upon surrender to the Paying Agent of a Note that isredeemed in part, the Company shall execute and the Trustee shall authenticatefor the Holder a new Note (together with related Guarantees executed by theGuarantors) equal in principal amount to the unredeemed portion of the Notesurrendered.

**ARTICLE IV**

**COVENANTS**

SECTION 4.1            Payment of Notes.

The Company shall pay the principal of and interest onthe Notes on the dates and in the manner provided in the Notes and thisIndenture.

An installment of principal or interest shall beconsidered paid on the date due if the Trustee or Paying Agent (other than theCompany or any Subsidiary of the Company or any Affiliate of any thereof) holdson such date immediately available funds designated for and sufficient to paysuch installment.

The Company shall pay interest (including AccruedBankruptcy Interest) on overdue principal and on overdue installments ofinterest, in each case at the rate per annum specified in the Notes, to theextent lawful.

SECTION 4.2            Maintenance of Office or Agency.

The Company shall maintain in the Borough ofManhattan, the City of New York, an office or agency, where Notes may besurrendered for registration of transfer or exchange or for presentation forpayment and where notices and demands to or upon the Company in respect of theNotes and this Indenture may be served. The Company will give

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prompt written notice to the Trustee of the location, and any change inthe location, of such office or agency. If at any time the Company shall failto maintain any such required office or agency or shall fail to furnish theTrustee with the address thereof, such presentations, surrenders, notices anddemands may be made or served at the address of the Trustee set forth inSection 13.2.

The Company may also from time to time designate oneor more other offices or agencies where the Notes may be presented orsurrendered for any or all such purposes and may from time to time rescind suchdesignations; provided that no such designation or rescission shall inany manner relieve the Company of its obligation to maintain an office oragency in the Borough of Manhattan, the City of New York, for such purposes.The Company will give prompt written notice to the Trustee of any suchdesignation or rescission and of any change in the location of any such otheroffice or agency.

The Company hereby initially designates the CorporateTrust Office of the Trustee set forth in Section 13.2 as an agency of theCompany in accordance with Section 2.3.

SECTION 4.3            Corporate Existence.

Subject to Article V hereof, the Company shall do orcause to be done, at its own cost and expense, all things necessary to, andwill cause each of its Restricted Subsidiaries to, preserve and keep in fullforce and effect the corporate existence and rights (charter and statutory),licenses and/or franchises of the Company and each of its RestrictedSubsidiaries; provided that the Company shall not be required topreserve any such right, license or franchise, or the corporate existence ofany of its Restricted Subsidiaries, if in the judgment of the Board ofDirectors or management of the Company (i) such preservation or existence isnot desirable in the conduct of business of the Company or such RestrictedSubsidiary and (ii) the loss of such right, license or franchise or thedissolution of such Restricted Subsidiary is not adverse in any materialrespect to the Holders.

SECTION 4.4            Payment of Taxes and Other Claims.

The Company shall and shall cause each of itsSubsidiaries to pay or discharge or cause to be paid or discharged, before thesame shall become delinquent, (a) all material taxes, assessments andgovernmental charges levied or imposed upon its or its Subsidiaries’ income,profits or property and (b) all material lawful claims for labor, materials andsupplies which, if unpaid, would be reasonably likely to by law become a Lienupon its property or the property of any of its Subsidiaries; providedthat the Company shall not be required to pay or discharge or cause to be paidor discharged any such tax, assessment, charge or claim whose amount,applicability or validity is being contested in good faith by appropriatenegotiations or proceedings and for which disputed amounts adequate reserves(in the good faith judgment of

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the Board of Directors or management of the Company) have been made inaccordance with GAAP.

SECTION 4.5            Maintenance of Properties.

The Company shall and shall cause each of itsRestricted Subsidiaries to at all times cause all properties used or useful inthe conduct of its business to be maintained and kept in good condition, repairand working order (reasonable wear and tear excepted) and supplied with allnecessary equipment, and shall cause to be made all necessary repairs,renewals, replacements, betterments and improvements thereto; providedthat nothing in this Section 4.5 shall prevent the Company or any RestrictedSubsidiary from discontinuing the operation or maintenance of any of suchproperties, or disposing of any of them, if such discontinuance or disposal iseither (i) in the ordinary course of business, (ii) in the reasonable and goodfaith judgment of the Board of Directors or management of the Company or theRestricted Subsidiary concerned, as the case may be, desirable in the conductof the business of the Company or such Restricted Subsidiary, as the case maybe, or (iii) otherwise permitted by this Indenture.

SECTION 4.6            Compliance Certificates; Notice ofDefault.

(a)       TheCompany shall deliver to the Trustee, within 120 days after the end of itsfiscal year, an Officers’ Certificate signed by the principal executiveofficer, the principal financial officer or the principal accounting officercomplying with TIA § 314(a)(4)stating (i) that a review of the activities of the Company and the activitiesof its Subsidiaries during the preceding fiscal year has been made under thesupervision of the signing Officers with a view to determining whether theCompany and the Guarantors have kept, observed, performed and fulfilled each oftheir respective obligations under this Indenture, the Notes and the Guaranteesand (ii) that, to the best knowledge of such Officer after due inquiry, each ofthe Company and the Guarantors has kept, observed, performed and fulfilled, ineach case in all material respects, each and every covenant and otherobligation contained in this Indenture, the Notes and the Guarantees and is notin default in the performance or observance of any of the terms, provisions andconditions hereof and has not failed to comply with any other obligationhereunder (or, if a Default, Event of Default or failure to comply with anyother obligation hereunder shall have occurred, describing with particularityall such Defaults, Events of Default or failures to comply with any otherobligation hereunder of which such Officer may have knowledge, including, butnot limited to, their status and what action the Company is taking or proposesto take with respect thereto).

(b)       TheCompany shall, so long as any of the Notes are outstanding, deliver to theTrustee, forthwith upon becoming aware of any Default or Event of Default, anOfficers’ Certificate specifying such Default or Event of Default and whataction the Company is taking or proposes to take with respect thereto.

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SECTION 4.7            Reports.

(a)       TheCompany shall deliver to the Trustee and mail to each Holder, within 15 daysafter the filing of the same with the SEC, copies of its annual report and ofthe information, documents and other reports, if any, which the Company isrequired to file with the SEC pursuant to Section 13 or 15(d) of the ExchangeAct. The Company shall also comply with the other provisions of TIA § 3 14(a).

(b)       Ifthe Company is not subject to the requirements of such Section 13 or 15(d) ofthe Exchange Act, the Company shall file with the SEC, to the extent permitted,and distribute to the Trustee and to each Holder copies of the quarterly andannual financial information and current reports on Form 8-K****that would have been required to be filedwith the SEC pursuant to the Exchange Act had the Company been subject to thereporting requirements of Section 13 or 15(d) of the Exchange Act. All suchfinancial information shall include consolidated financial statements(including footnotes) prepared in accordance with GAAP. Such annual financialinformation shall also include an opinion thereon expressed by an independentaccounting firm of established national reputation. All such consolidatedfinancial statements shall be accompanied by a “Management’s Discussion andAnalysis of Financial Condition and Results of Operations.” The financialinformation and current reports to be distributed to Holders pursuant to thisSection 4.7****shall be filed withthe Trustee and mailed to the Holders at their respective addresses appearingin the register of the Notes maintained by the Registrar, within the timeperiods specified in the SEC’s rules and regulations.

(c)       TheCompany shall deliver to the Trustee and mail to each Holder, within theapplicable time periods provided in the Senior Subordinated Credit Agreement,all information and reports which the lenders under the Senior SubordinatedCredit Agreement are entitled to receive from Vertis Holdings, the Company andthe Company’s Subsidiaries, as the case may be, in each case to the extent notalready provided under clauses (a) and (b) of this Section 4.7.

(d)       Deliveryof such reports, information and documents to the Trustee is for informationalpurposes only and the Trustee’s receipt of such shall not constituteconstructive notice of any information contained therein or determinable frominformation contained therein, including the Company’s compliance with any ofits covenants (as to which the Trustee is entitled to conclusively relyexclusively on an Officers’ Certificates).

SECTION 4.8            Limitation on Restricted Payments.

(a)       TheCompany shall not, and shall not cause or permit any of its RestrictedSubsidiaries to, directly or indirectly:

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(1)       declareor pay any dividend or make any distribution (other than dividends ordistributions payable in Qualified Capital Stock or options, warrants and otherrights to purchase the same) on or in respect of shares of Capital Stock of theCompany to holders of such Capital Stock;

(2)       purchase,redeem or otherwise acquire or retire for value any Capital Stock of theCompany or any warrants, rights or options to purchase or acquire shares of anyclass of such Capital Stock;

(3)       makeany principal payment on, purchase, defease, redeem, prepay or otherwiseacquire or retire for value, prior to any scheduled final maturity, scheduledrepayment or scheduled sinking fund payment, any Subordinated Obligation; or

(4)       makeany Investment (other than Permitted Investments) in any other Person (each ofthe foregoing actions set forth in clauses (1), (2), (3) and (4) being referredto as a “Restricted Payment”); if at the time of such Restricted Payment orimmediately after giving effect thereto:

(i)        aDefault or an Event of Default shall have occurred and be continuing; or

(ii)       theCompany is not able to incur at least $1.00 of additional Indebtedness (otherthan Permitted Indebtedness) in compliance with Section 4.9; or

(iii)      the aggregate amount of Restricted Payments madesubsequent to June 24, 2002 (the amount expended for such purposes, if otherthan cash, being the fair market value of such property as determined in goodfaith by the Board of Directors of the Company), shall exceed the sum of (the “RestrictedPayment Basket”):

(v)       50%of the cumulative Consolidated Net Income (or if cumulative Consolidated NetIncome shall be a loss, minus 100% of such loss) of the Company earnedsubsequent to June 30, 2002 and on or prior to the date the Restricted Paymentoccurs (the “Reference Date”) (treating such period as a single accountingperiod); plus

(w)       100%of the aggregate Net Cash Proceeds received by the Company from any Person(other than a Subsidiary of the Company) from the issuance and sale subsequentto June 24, 2002 and on or prior to the Reference Date of Qualified CapitalStock of the Company (including Capital Stock issued upon the conversion of

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convertible Indebtedness or in exchange foroutstanding Indebtedness but excluding aggregate net cash proceeds from thesale of Capital Stock to the extent used to repurchase or acquire shares ofCapital Stock of the Company or a Subordinated Obligation of the Company or aGuarantor pursuant to clause (2) of paragraph (b) below); plus

(x)        withoutduplication of any amounts included in clause (iii) (w) above, 100% of theaggregate net cash proceeds of any equity contribution received by the Companyfrom a holder of the Company’s Capital Stock subsequent to June 24, 2002; plus

(y)       tothe extent that any Investment (other than a Permitted Investment) that wasmade after June 24,2002 is sold for cash or otherwise liquidated or repaid forcash, the Net Cash Proceeds received with respect to such sale, liquidation orrepayment of such Investment, but only to the extent not included in thecalculation of Consolidated Net Income.

(b)       Notwithstandingthe foregoing, the provisions set forth in paragraph (a) do not prohibit:

(1)       thepayment of any dividend within 60 days after the date of declaration of suchdividend if the dividend would have been permitted on the date of declaration;

(2)       theacquisition of any shares of Capital Stock of the Company or the repurchase,redemption or other repayment of any Subordinated Obligation of the Company orany Guarantor in exchange for or solely out of the proceeds of thesubstantially concurrent sale (other than to a Subsidiary of the Company) ofshares of Qualified Capital Stock of the Company;

(3)       therepurchase, redemption or other repayment of any Subordinated Obligation of theCompany or any Guarantor in exchange for or solely out of the proceeds of thesubstantially concurrent issuance (other than to a Subsidiary of the Company)of a Subordinated Obligation of the Company or such Guarantor with no paymentsof principal required until at least six months following the maturity date ofthe Notes;

(4)       themaking of distributions, loans or advances in an amount not to exceed (x) $5.0million to pay the ordinary operating costs of Vertis Holdings (including,without limitation, directors fees, indemnification obligations, professionalfees and expenses) related to Vertis Holdings’ ownership of Capital Stock ofthe Company (other than to the Equity Investors or their Affiliates) in anyfiscal year plus

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(y) any other amounts of corporate overhead expensespayable by Vertis Holdings which were deducted in calculating the ConsolidatedNet Income of the Company in accordance with GAAP;

(5)       thepayment by the Company of cash dividends to Vertis Holdings in the amounts andat the times of any payment by Vertis Holdings in respect of taxes, providedthat (x) the amount of cash dividends paid pursuant to this clause (5) toenable Vertis Holdings to pay federal and state income taxes at any time shallnot exceed the lesser of (A) the amount of such federal and state income taxesowing by Vertis Holdings at such time for the respective period and (B) theamount of such federal and state income taxes that would be owing by theCompany and its Subsidiaries on a consolidated basis for such period ifdetermined without regard to Vertis Holdings’ ownership of the Company and (y)any refunds shall promptly be returned by Vertis Holdings to the Company;

(6)       paymentsfor the purpose of and in an amount equal to the amount required to permitVertis Holdings to redeem or repurchase Vertis Holdings’ common equity oroptions in respect thereof, in each case in connection with the repurchase, putor call provisions under employee stock option, management subscription,retained share or stock purchase agreements or other agreements to compensatemanagement employees; provided that such redemptions or repurchasespursuant to this clause (6) shall not exceed $10.0 million per annum; providedthat amounts not used pursuant to this clause (6) in prior years shall not becarried forward for use in future years;

(7)       solong as no Default or Event of Default shall have occurred and be continuing,payments not to exceed $500,000 in the aggregate to enable Vertis Holdings tomake payments to holders of its Capital Stock in lieu of issuance of fractionalshares of its Capital Stock;

(8)       paymentsmade to the Equity Investors allowed pursuant to Section 4.13: and

(9)       repurchasesof Capital Stock deemed to occur upon the exercise of stock options if suchCapital Stock represents a portion of the exercise price thereof; and

(10)     additionalRestricted Payments in an aggregate amount not to exceed $13.0 million.

In determining the aggregate amount of the RestrictedPayments Basket in accordance with clause (iii) of paragraph (a) above, amountsexpended pursuant to clauses (1), (6) and (10) of paragraph (b) shall beincluded in such calculation.

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SECTION 4.9            Limitation on Incurrence of AdditionalIndebtedness.

(a)       TheCompany shall not, and shall not permit any of its Restricted Subsidiaries to,directly or indirectly, create, incur, assume, guarantee, acquire, becomeliable, contingently or otherwise, with respect to, or otherwise becomeresponsible for payment of (collectively, “incur”) any Indebtedness (other thanPermitted Indebtedness); provided, however, that if no Default orEvent of Default shall have occurred and be continuing at the time or as aconsequence of the Incurrence of any such Indebtedness, the Company or anyGuarantor may Incur Indebtedness if on the date of the Incurrence of suchIndebtedness, after giving effect to the Incurrence thereof, the ConsolidatedFixed Charge Coverage Ratio of the Company would have been greater than 2.25 to1.0 if such Indebtedness is incurred before January 1, 2005, or greater than2.5 to 1.0 if such Indebtedness is incurred on or after January 1, 2005.

No Indebtedness incurred pursuant to the ConsolidatedFixed Charge Coverage Ratio test of the preceding sentence (including, withoutlimitation, Indebtedness under the Senior Credit Facility) shall reduce theamount of Indebtedness which may be incurred pursuant to any clause of thedefinition of Permitted Indebtedness (including, without limitation,Indebtedness under the Senior Credit Facility pursuant to clause (2) of thedefinition of Permitted Indebtedness)

(b)       Forpurposes of determining compliance with this covenant, (I) in the event that anitem of Indebtedness meets the criteria of more than one of the types ofIndebtedness described in the definition of “Permitted Indebtedness,” theCompany, in its sole discretion, will classify such item of Indebtedness at thetime of incurrence and will be entitled to divide and classify an item ofIndebtedness in more than one of the types of Indebtedness described in thedefinition of “Permitted Indebtedness” and****(2) the Company will be entitledfrom time to time to reclassify any Indebtedness incurred pursuant to anyclause in the definition of “Permitted Indebtedness.”

SECTION 4.10          Limitation on Dividend and Other PaymentRestrictions Affecting Subsidiaries.

The Company shall not, and shall not permit any of itsRestricted Subsidiaries to, directly or indirectly, create or otherwise cause orpermit to exist or become effective any consensual encumbrance or restrictionon the ability of any Restricted Subsidiary to:

(1)       paydividends or make any other distributions on or in respect of its CapitalStock;

(2)       makeloans or advances or to pay any Indebtedness or other obligation owed to theCompany or any other Restricted Subsidiary of the Company; or

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(3)       transferany of its property or assets to the Company or any other Restricted Subsidiaryof the Company,

except for such encumbrances or restrictions existing under or byreason of:

(a)       applicablelaw;

(b)       theLoan Documents (as defined in the Senior Subordinated Credit Agreement), thisIndenture or encumbrances or restrictions substantially similar to theencumbrances and restrictions contained in the Loan Documents (as defined inthe Senior Subordinated Credit Agreement) and this Indenture, as the case maybe, taken as a whole;

(c)       non-assignmentprovisions of any contract or any lease entered into in the ordinary course ofbusiness;

(d)       anyinstrument governing Acquired Indebtedness, which encumbrance or restriction isnot applicable to the Company or any Restricted Subsidiary of the Company, orthe properties or assets of any such Person, other than the Person or theproperties or assets of the Person so acquired; provided, however,that such Acquired Indebtedness was not incurred in connection with, or inanticipation or contemplation, of an acquisition by the Company or theRestricted Subsidiary;

(e)       agreementsexisting on the Issue Date;

(f)        theSenior Credit Facility and the A/R Facility;

(g)       restrictionson the transfer of assets subject to any Lien permitted under this Indentureimposed by the holder of such Lien;

(h)       restrictionsimposed by any agreement to sell assets permitted under this Indenture to anyPerson pending the closing of such sale;

(i)        Indebtednessor other contractual requirements of a Receivables Entity in connection with aQualified Receivables Transaction; provided that such restrictions applyonly to such Receivables Entity;

(j)        agreementsgoverning Indebtedness permitted to be Incurred pursuant to Section 4.9,provided that the provisions relating to such encumbrances or restrictionscontained in such Indebtedness are no less favorable to the Company in anymaterial respect as determined by the Board of Directors of the Company intheir reasonable and good faith judgment than the provisions contained in theSenior Credit Facility as in effect on the Issue Date; or

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(k)       an agreement effecting arefinancing, replacement or substitution of Indebtedness issued, assumed orIncurred pursuant to an agreement referred to in clause (b), (d), (e) or (f)above; provided, however, that the provisions relating to such encumbrance orrestriction contained in any such refinancing, replacement or substitutionagreement are no less favorable to the Company or the Holders in any materialrespect as determined by the Board of Directors of the Company than theprovisions relating to such encumbrance or restriction contained in agreementsreferred to in such clause (b), (d), (e) or (f).

SECTION 4.11          Limitation on Liens.

The Company shall not, and shall not permit any of itsRestricted Subsidiaries to, create, incur, assume or suffer to exist any Liens(other than Permitted Liens) of any kind against or upon any of theirrespective property or assets, or any proceeds, income or profit therefromwhich secure Senior Subordinated Indebtedness or Subordinated Obligations,unless:

(1)       inthe case of Liens securing Subordinated Obligations of the Company, the Notesare secured by a Lien on such property, assets, proceeds, income or profit thatis senior in priority to such Liens;

(2)       inthe case of Liens securing Subordinated Obligations of a Guarantor, suchGuarantor’s Guarantee is secured by a Lien on such property, assets, proceeds,income or profit that is senior in priority to such Liens;

(3)       inthe case of Liens securing Senior Subordinated Indebtedness of the Company, theNotes are equally and ratably secured by a Lien on such property, assets, proceeds,income or profit; and

(4)       inthe case of Liens securing Senior Subordinated Indebtedness of a Guarantor,such Guarantor’s Guarantee is equally and ratably secured by a Lien on suchproperty, assets, proceeds, income or profit.

SECTION 4.12          Limitationon Asset Sales.

(a)       TheCompany shall not, and shall not permit any of its Restricted Subsidiaries to,consummate an Asset Sale unless:

(1)       theCompany or the applicable Restricted Subsidiary, as the case may be, receivesconsideration at the time of such Asset Sale at least equal to the fair marketvalue of the assets sold or otherwise disposed of (as determined in good faithby the Company’s Board of Directors);

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(2)       atleast 75% of the consideration received by the Company or such RestrictedSubsidiary, as the case may be, from such Asset Sale shall be cash or CashEquivalents and is received at the time of such disposition; providedthat the amount of (x) any liabilities (as shown on the Company’s or suchRestricted Subsidiary’s most recent balance sheet or in the notes thereto) ofthe Company or such Restricted Subsidiary (other than liabilities that are bytheir terms subordinated to the Notes and other than liabilities consisting ofDisqualified Capital Stock) (i) that are assumed by the transferee of any suchassets and from which the Company and its Restricted Subsidiaries areunconditionally released or (ii) in respect of which neither the Company norany Restricted Subsidiary following such sale has any obligation and (y) anynotes or other obligations received by the Company or such RestrictedSubsidiary from such transferee that are promptly, but in no event more than 60days after receipt, converted by the Company or such Restricted Subsidiary intocash or Cash Equivalents (to the extent of the cash or Cash Equivalentsreceived), shall be deemed to be cash for purposes of this provision; and

(3)       uponthe consummation of an Asset Sale, the Company shall apply, or cause suchRestricted Subsidiary to apply, the Net Cash Proceeds relating to such AssetSale within 360 days of receipt thereof either:

(a)       toprepay any Senior Debt or Guarantor Senior Debt and, in the case of any SeniorDebt or Guarantor Senior Debt under any revolving credit facility, effect apermanent reduction in the availability under such revolving credit facility;

(b)       toreinvest in Productive Assets (and to the extent such reinvestment constitutesan Investment, such reinvestment complies with Section 4.8); or

(c)       acombination of prepayment and investment permitted by the foregoing clauses(3)(a) and (3)(b).

On the 361st day after an Asset Sale or such earlierdate, if any, as the Board of Directors of the Company or of such RestrictedSubsidiary determines not to apply the Net Cash Proceeds relating to such AssetSale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the immediatelypreceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregateamount of Net Cash Proceeds which have not been applied on or before such NetProceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c)of the immediately preceding sentence (each a “Net Proceeds Offer Amount”)shall be applied by the Company or such Restricted Subsidiary to make an offerto purchase for cash (the “Net Proceeds Offer”) on a date (the “Net ProceedsOffer Payment Date”) not less than 30 nor more than 60 days following theapplicable Net Proceeds Offer Trigger Date, from all Holders on a prorata

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basis, that amount of Notes equal to the Net ProceedsOffer Amount at a price in cash equal to 100% of the principal amount of theNotes to be purchased, plus accrued and unpaid interest thereon, if any, to thedate of purchase; provided, however, that if at any time anynon-cash consideration received by the Company or any Restricted Subsidiary ofthe Company, as the case may be, in connection with any Asset Sale is convertedinto or sold or otherwise disposed of for cash (other than interest, dividendsor other earnings received with respect to any such non-cash consideration),then such conversion or disposition shall be deemed to constitute an Asset Salehereunder as of the date of such conversion or disposition and the Net CashProceeds thereof shall be applied in accordance with this covenant.

(b)       Notwithstandingthe foregoing, if a Net Proceeds Offer Amount is less than $20 million, theapplication of the Net Cash Proceeds constituting such Net Proceeds OfferAmount to a Net Proceeds Offer may be deferred until such time as such NetProceeds Offer Amount plus the aggregate amount of all Net Proceeds OfferAmounts arising subsequent to the Net Proceeds Offer Trigger Date relating tosuch initial Net Proceeds Offer Amount from all Asset Sales by the Company andits Restricted Subsidiaries aggregates at least $10 million, at which time theCompany or such Restricted Subsidiary shall apply all Net Cash Proceedsconstituting all Net Proceeds Offer Amounts that have been so deferred to makea Net Proceeds Offer (the first date the aggregate of all such deferred NetProceeds Offer Amounts is equal to $20 million or more shall be deemed to be aNet Proceeds Offer Trigger Date).

(c)       Notwithstandingparagraphs (a) and (b) of this Section 4.12, the Company and its RestrictedSubsidiaries will be permitted to consummate an Asset Sale without complyingwith such paragraphs to the extent that:

(1)       atleast 75% of the consideration for such Asset Sale constitutes ProductiveAssets (and to the extent any of such Productive Assets constitutes anInvestment, such Investment complies with Section 4.8); and

(2)       suchAsset Sale is for at least fair market value (as determined in good faith bythe Company’s Board of Directors); provided that any consideration notconstituting Productive Assets received by the Company or any of its RestrictedSubsidiaries in connection with any Asset Sale permitted to be consummatedunder this paragraph shall constitute Net Cash Proceeds and shall be subject tothe provisions of this covenant with respect to the application of Net CashProceeds; provided that at the time of entering into such transaction orimmediately after giving effect thereto, no Default or Event of Default shallhave occurred or be continuing or would occur as a consequence thereof.

(d)       Within25 days following the Net Proceeds Offer Trigger Date, the Company shall mailor cause the Trustee to mail (in the Company’s name and at its expense)

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notice of a Net Proceeds Offer to the Holders of the Notes at theirlast registered addresses with a copy to the Trustee and the Paying Agent. TheNet Proceeds Offer shall remain open from the time of mailing for at least 20Business Days and until the close of business on the third Business Day priorto the Net Proceeds Offer Payment Date. The notice shall contain allinstructions and materials necessary to enable such Holders to tender Notespursuant to the Net Proceeds Offer. The notice, which shall govern the terms ofthe Net Proceeds Offer, shall state:

(i)        thatthe Net Proceeds Offer is being made pursuant to this Section 4.12;

(ii)       thepurchase price (including the amount of accrued and unpaid interest, if any)for each Note and the Net Proceeds Offer Payment Date;

(iii)      that any Note not tendered or accepted forpayment will continue to accrue interest in accordance with the terms thereof;

(iv)      thatany Note accepted for payment pursuant to the Net Proceeds Offer shall cease toaccrue interest after the Net Proceeds Offer Payment Date unless the Companyshall fail to make payment therefor;

(v)       thatHolders electing to have Notes purchased pursuant to a Net Proceeds Offer willbe required to surrender their Notes to the Paying Agent at the addressspecified in the notice prior to 5:00**p.m., New YorkCity time, on the third Business Day immediately preceding the Net ProceedsOffer Payment Date and must complete any form letter of transmittal proposed bythe Company and acceptable to the Trustee and the Paying Agent;

(vi)      thatHolders will be entitled to withdraw their election if the Paying Agentreceives, not later than 5:00 p.m., New York City time, on the third BusinessDay immediately preceding the Net Proceeds Offer Payment Date, a telex orfacsimile transmission (confirmed by overnight delivery of the originalthereof) or letter setting forth the name of the Holder, the principal amountof Notes the Holder delivered for purchase, the Note certificate number (ifany) and a statement that such Holder is withdrawing his election to have suchNotes purchased;

(vii)     thatif Notes in a principal amount in excess of the Holders’ prorata share of the Net Proceeds aretendered pursuant to a Net Proceeds Offer, the Company shall purchase Notes ona prorata basis among the Notes tendered (with such adjustmentsas may be deemed appropriate by the Company so that only Notes in denominationsof $1,000 or integral multiples of $1,000 shall be acquired);

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(viii)    that Holders whose Notes are purchased only in partwill be issued new Notes equal in principal amount to the unpurchased portionof the Notes surrendered; and

(ix)       theinstructions that Holders must follow in order to tender their Notes.

On or before the NetProceeds Offer Payment Date, the Company shall (i) accept for payment, on a prorata basis among the Notes, Notes orportions thereof tendered pursuant to the Net Proceeds Offer, (ii) deposit withthe Paying Agent money, in immediately available funds, in an amount sufficientto pay the purchase price of all Notes or portions thereof so tendered andaccepted and (iii) deliver to the Paying Agent the Notes so accepted togetherwith an Officers’ Certificate setting forth the Notes or portions thereoftendered to and accepted for payment by the Company. The Paying Agent shallpromptly mail or deliver to Holders of Notes so accepted payment in an amountequal to the purchase price, and the Trustee shall promptly authenticate andmail or deliver to such Holders a new Note equal in principal amount to anyunpurchased portion of the Note surrendered. Any Notes not so accepted shall bepromptly mailed or delivered by the Company to the Holder thereof. The Companywill publicly announce the results of the Net Proceeds Offer on the firstBusiness Day following the Net Proceeds Offer Payment Date. The Paying Agentshall promptly deliver to the Company the balance of any moneys held by thePaying Agent after payment to the Holders of Notes as aforesaid.

(e)       Tothe extent that the aggregate amount of Notes tendered pursuant to a NetProceeds Offer is less than the Net Proceeds Offer Amount, the Company may useany remaining Net Proceeds Offer Amount for general corporate purposes. Uponcompletion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shallbe reset at zero.

(f)        Inthe event of the transfer of substantially all of the property and assets ofthe Company and its Restricted Subsidiaries as an entirety to a Person in atransaction permitted under Article V, which transaction does not constitute aChange of Control, the successor Person shall be deemed to have sold theproperties and assets of the Company and its Subsidiaries not so transferredfor purposes of this Section 4.12, and shall comply with the provisions ofclause (a)(3) of this Section 4.12 respect to such deemed sale as if it were anAsset Sale.

(g)       TheCompany shall comply, to the extent applicable, with the requirements ofSection 14(e) of the Exchange Act and any other securities laws or regulations(including Rule 14e-1 under the Exchange Act) in connection with the repurchaseof Notes pursuant to a Net Proceeds Offer. To the extent that the provisions ofany securities laws or regulations conflict with the provisions of this Section4.12, the Company shall comply with the applicable securities laws andregulations and shall not be deemed to have breached its obligations under thisSection 4.12 by virtue thereof.

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SECTION 4.13          Limitationson Transactions with Affiliates.

(a)       TheCompany shall not, and shall not permit any of its Restricted Subsidiaries to,directly or indirectly, enter into or permit to exist any transaction or seriesof related transactions (including, without limitation, the purchase, sale,lease or exchange of any property or the rendering of any service) with, or forthe benefit of, any of its Affiliates (an “Affiliate Transaction”), other than(x) Affiliate Transactions permitted under paragraph (b) below and (y)Affiliate Transactions entered into on terms that are fair and reasonable to,and in the best interests of, the Company or such Restricted Subsidiary, as thecase may be, as determined in good faith by the Company’s Board of Directors; provided, however, that for a transaction or seriesof related transactions with an aggregate value of $5.0 million or more, at theCompany’s option (i) such determination shall be made in good faith by amajority of the disinterested members of the Board of the Directors of theCompany or (ii) the Board of Directors of the Company or any such RestrictedSubsidiary party to such Affiliate Transaction shall have received a favorableopinion from a nationally recognized investment banking firm that such AffiliateTransaction is fair from a financial point of view to the Company or suchRestricted Subsidiary; provided, further, that for a transaction or series of relatedtransactions with an aggregate value of $20.0 million or more, the Board ofDirectors of the Company shall have received a favorable opinion from anationally recognized investment banking firm that such Affiliate Transactionis fair from a financial point of view to the Company or such RestrictedSubsidiary.

(b)       Theforegoing restrictions shall not apply to:

(1)       transactionsexclusively between or among the Company and any of its Restricted Subsidiariesor exclusively between or among such Restricted Subsidiaries, provided such transactions are nototherwise prohibited by this Indenture;

(2)       transactionseffected as part of a Qualified Receivables Transaction;

(3)       anyagreement as in effect as of the Issue Date or any amendment thereto or anytransaction contemplated thereby (including pursuant to any amendment thereto)or in any replacement agreement thereto so long as any such amendment orreplacement agreement is not more disadvantageous to the Holders in anymaterial respect than the original agreement as in effect on the Issue Date;

(4)       RestrictedPayments permitted by this Indenture;

(5)       loansor advances to officers, directors or employees of the Company or itsRestricted Subsidiaries not in excess of $10.0 million at any one timeoutstanding;

(6)       Permitted Investments or PermittedLiens;

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(7)       transactions with Persons solelyin their capacity as holders of Indebtedness or Capital Stock of the Company orany of its Restricted Subsidiaries, where such Persons are treated no morefavorably than holders of Indebtedness or Capital Stock of the Company or suchRestricted Subsidiary generally;

(8)       reasonableand customary fees and compensation paid to, and indemnity provided on behalfof, officers, directors, consultants or employees of Vertis Holdings or any ofits Restricted Subsidiaries (other than the THL Affiliates and the ECPAffiliates, which are set forth in clauses 9, 10 and 11 below), as determinedby the Board of Directors of the Company or any such Restricted Subsidiary orthe senior management thereof in good faith, including, without limitation,issuances of stock, payment of bonuses and other transactions pursuant toemployment or compensation agreements, stock option agreements, indemnificationagreements and other arrangements in effect on the Issue Date or substantiallysimilar thereto;

(9)       thepayment, on a quarterly basis, of management fees to (A) THL and/or the THLAffiliates not to exceed $250,000 in any fiscal quarter and (B) ECP and/or theECP Affiliates not to exceed $62,500 in any fiscal quarter, in each case inaccordance with the management agreement between THL, the THL Affiliates, ECPand/or the ECP Affiliates and Vertis Holdings;

(10)     thereimbursement of THL, the THL Affiliates, ECP and/or the ECP Affiliates for thereasonable out-of-pocket expenses incurred by them in connection withperforming management services to Vertis Holdings and its RestrictedSubsidiaries;

(11)     thepayment of one-time fees to THL, the THL Affiliates, ECP and/or the ECPAffiliates in connection with acquisition transactions not prohibited by thisIndenture, such fees to be payable at the time of each such acquisition and notto exceed (for all fees paid pursuant to this clause (11)) 2.5% of theaggregate consideration paid by Vertis Holdings and its Restricted Subsidiariesfor any such acquisition or such lesser amount as is then permitted pursuant tothe Senior Credit Facility; and

(12)     reasonableand customary fees paid to members of the Board of Directors of the Company,other than THL, the THL Affiliates, ECP and the ECP Affiliates.

Notwithstanding the foregoing, the Company shall onlypay one-half of any management or other fees or expenses permitted underclauses (9), (10) and (11) to the Equity Investors or their Affiliates at atime when a Default or an Event of Default exists; provided

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that such unpaid fees and/or expenses shall be paid at such time assuch Default or Event of Default shall have been cured or waived.

SECTION 4.14          Prohibition on Incurrence of SeniorSubordinated Debt.

Neither the Company nor any Guarantor shall incurIndebtedness that is senior in right of payment to the Notes or such Guarantor’sGuarantee and subordinate in right of payment to any other Indebtedness of theCompany or such Guarantor, as the case may be.

SECTION 4.15          Change of Control.

(a)       Uponthe occurrence of a Change of Control (the date of such occurrence, the “Changeof Control Date”), each Holder shall have the right to require that the Companypurchase all or a portion of such Holder’s Notes pursuant to an offer topurchase (the “Change of Control Offer”) at a purchase price equal to 101% ofthe aggregate principal amount thereof plus accrued interest thereon to thedate of repurchase.

Prior to the mailing of the notice to the Holdersprovided for in paragraph (b) below but in any event within 30 days followingthe date upon which the Company obtains actual knowledge of any Change ofControl, the Company hereby covenants to (i) repay in full and terminate allcommitments under Indebtedness under the Senior Credit Facility and all otherSenior Debt the terms of which require repayment upon a Change of Control oroffer to repay in full and terminate all commitments under all Indebtednessunder the Senior Credit Facility and all other such Senior Debt and to repaythe Indebtedness of each lender which has accepted such offer or (ii) obtainthe requisite consents under the Senior Credit Facility and all other SeniorDebt to permit the repurchase of the Notes as provided for in paragraph (c)below.

The Company shall first comply with the covenant inthe immediately preceding sentence before it shall be required to repurchasethe Notes pursuant to this Section 4.15. The Company’s failure to comply withthe covenant described in the immediately preceding paragraph (and any failureto send the notice referred to in clause (b) below as a result of theprohibition in the second preceding sentence) may (with notice and lapse oftime) constitute an Event of Default described in Section 6.l(c) but shall notconstitute an Event of Default described in Section 6.1(a) or (b).

(b)       Noticeof a Change of Control Offer shall be sent, by first class mail, by the Companywithin 30 days following the date upon which the Company obtains actualknowledge that a Change of Control occurred to the Holders of Notes at theirlast registered addresses with a copy to the Trustee and the Paying Agent. Thedate on which Notes are purchased pursuant to the Change of Control Offer shallbe a business day that is no earlier than 30 days nor later than 60 days fromthe date such notice is mailed (the “Change of

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Control Payment Date”). The Change of Control Offershall remain open from the time of mailing for at****least 20 Business Days and until 3:00****p.m., New York City time, on thethird Business Day prior to the Change of Control Payment Date. The notice,which shall govern the terms of the Change of Control Offer, shall include suchdisclosures as are****required by law and shall state:

(i)                       thatthe Change of Control Offer is being made****pursuant to this Section 4.15 andthat all Notes will be accepted for payment;

(ii)                    the****purchase price****(including the amount of accrued and****unpaid interest, if any) for eachNote and****the Change of Control Payment Date;

(iii)                 that any Note not tendered for paymentwill continue to accrue interest in accordance with the terms thereof;

(iv)                thatany Note accepted for payment pursuant to the Change of Control Offer shall cease****to accrue interest after theChange of Control Payment Date unless the Company shall fail to make paymenttherefor;

(v)                   thatHolders electing to have Notes purchased pursuant to a Change of Control Offerwill be required to surrender their Notes to the Paying Agent at the****address specified in the noticeprior to 3:00****p.m., New York City time, on the Change of ControlPayment Date and must complete any form of transmittal proposed by the Companyand acceptable to the Trustee and the Paying Agent;

(vi)                thatHolders of Notes will be entitled to withdraw their****election if the Paying Agentreceives, not later than3:00****p.m., New York City time, on the third Business Dayprior to the Change of Control Payment Date,****a telex or facsimile transmission(confirmed by overnight delivery of the****original thereof) or letterseating forth the name of the Holder, the principalamount of Notes the Holder delivered for purchase,****the Note certificate number (ifany) and a statement that such Holder is withdrawing his election to have suchNotes purchased;

(vii)             thatHolders whose Notes are purchased only in part****will be issued Notes equal****in principal amount to the unpurchased portion of the Notessurrendered; and

(viii)          the instructions that Holders must follow inorder to tender their Notes.

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(c)       Onthe Change of Control Payment Date, the Company shall (i) accept for paymentNotes or portions thereof tendered pursuant to the Change of Control Offer,(ii) deposit with the Paying Agent money sufficient to pay the purchase priceof all Notes or portions thereof so tendered and accepted and (iii) deliver tothe Trustee the Notes so accepted together with an Officers’ Certificatesetting forth the Notes or portions thereof tendered to and accepted forpayment by the Company. The Paying Agent shall promptly mail or deliver to theHolders of Notes so accepted payment in an amount equal to the purchase price,and the Trustee shall promptly authenticate and mail or deliver to such Holdersa new Note equal in principal amount to any unpurchased portion of the Notesurrendered. Any Notes not so accepted shall be promptly mailed or delivered bythe Company to the Holder thereof. The Company will publicly announce theresults of the Change of Control Offer not later than the first Business Dayfollowing the Change of Control Payment Date.

(d)       TheCompany shall comply, to the extent applicable, with the requirements ofSection 14(e) of the Exchange Act, and any other securities laws or regulations(including Rule 14e-1 under the Exchange Act) in connection with the purchaseof Notes pursuant to a Change of Control Offer. To the extent that theprovisions of any securities laws or regulations conflict with provisions ofthis Section 4.15, the Company shall comply with the applicable securities lawsand regulations and shall not be deemed to have breached its obligations underthis Section 4.15 by virtue thereof.

SECTION 4.16          Waiver of Stay; Extension of Usury Laws.

The Company covenants (to the extent that it maylawfully do so) that it shall not, nor shall it cause or permit any of theGuarantors to, at any time insist upon, plead, or in any manner whatsoeverclaim or take the benefit or advantage of, any stay or extension law or anyusury law or other law that would prohibit or forgive the Company or anyGuarantor from paying all or any portion of the principal of or interest on theNotes or the Guarantees, as applicable, as contemplated herein or in the Notesand the Guarantees, wherever enacted, now or at any time hereafter in force, orthat may affect the covenants or the performance of this Indenture; and (to theextent that it may lawfully do so) each of the Company and the Guarantorshereby expressly waives all benefit or advantage of any such law, and covenantsthat it will not hinder, delay or impede the execution of any power hereingranted to the Trustee, but will suffer and permit the execution of every suchpower as though no such law had been enacted.

SECTION 4.17          Limitation on Guarantees by RestrictedSubsidiaries.

The Company shall not permit any of its DomesticRestricted Subsidiaries that is not a Guarantor (whether formed or acquiredbefore or after the Issue Date), directly or indirectly, by way of the pledgeof any intercompany note or otherwise, to assume, guarantee or in any othermanner become liable with respect to any Indebtedness of the Company (other

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than: (1) Indebtedness under Currency Agreements inreliance on clause (5)of the definition**of Permitted Indebtedness; or (2) Interest SwapObligations incurred in reliance on clause (4) of the definition of PermittedIndebtedness), unless, in any such case:

(1)                   suchRestricted Subsidiary executes and delivers a supplemental indenture to thisIndenture providing a guarantee of payment of the Notes by such RestrictedSubsidiary, and

(2)                   (a)if any such assumption, guarantee or other liability of such RestrictedSubsidiary is provided in respect of Senior Debt, the guarantee or otherinstrument provided by such Restricted Subsidiary in respect of such SeniorDebt may be superior to such guarantee of the Notes pursuant to subordinationprovisions no less favorable to the Holders of the Notes than those containedin this Indenture and (b) if such assumption, guarantee or other liability ofsuch Restricted Subsidiary is provided in respect of Indebtedness that isexpressly subordinated to the Notes, the guarantee or other instrument providedby such Restricted Subsidiary in respect of such Subordinated Obligation shallbe subordinated to such guarantee at least to the same extent that the Notesare subordinated to Senior Debt.

Notwithstanding the foregoing, any such Guarantee by aRestricted Subsidiary of the Notes shall provide by its terms that it shall beautomatically and unconditionally released and discharged, without any furtheraction required on the part of the Trustee or any Holder, upon:

(1)                   the unconditional release of suchRestricted Subsidiary from its liability in respect of the Indebtedness inconnection with which such Guarantee was executed and delivered pursuant to thepreceding paragraph and all other Indebtedness which would require that aGuarantee be executed and delivered pursuant to the preceding paragraph;

(2)                   any sale or other disposition (by merger orotherwise) to any Person which is not a Restricted Subsidiary of the Company ofall of the Company’s Capital Stock in, or all or substantially all of theassets of, such Restricted Subsidiary; provided that (a) such sale ordisposition of such Capital Stock or assets is otherwise in compliance with theterms of this Indenture and (b) such assumption, guarantee or other liabilityof such Restricted Subsidiary has been released by the holders of the otherIndebtedness of the Company so guaranteed;

(3)                   theLegal Defeasance of the Notes as described under Section 8.2; or

(4)                   suchRestricted Subsidiary being designated as an Unrestricted Subsidiary incompliance with this Indenture.

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SECTION 4.18          Limitation on Preferred Stock ofSubsidiaries.

The Company shall not permit any of its RestrictedSubsidiaries that is not a Guarantor to issue any Preferred Stock (other thanto the Company or to a Restricted Subsidiary of the Company) or permit anyPerson (other than the Company or a Restricted Subsidiary of the Company) toown any Preferred Stock of any Restricted Subsidiary of the Company that is nota Guarantor.

SECTION 4.19          Conduct of Business.

The Company and its Restricted Subsidiaries shall notengage in any businesses which are not the same, similar, related or ancillaryto the businesses in which the Company and its Restricted Subsidiaries areengaged on the Issue Date.

**ARTICLE V**

**SUCCESSOR CORPORATION**

SECTION 5.1            Limitation on Mergers, Consolidations orSales of Assets.

The Company shall not, in a single transaction or aseries of related transactions, consolidate with or merge with or into, orsell, assign, transfer, lease, convey or otherwise dispose of (or cause orpermit any Restricted Subsidiary of the Company to sell, assign, transfer,lease, convey or otherwise dispose of) all or substantially all of the Company’sassets to, another Person or Persons unless:

(1)       either:

(a)       theCompany shall be the surviving or continuing corporation of such merger orconsolidation; or

(b)       thesurviving Person is a corporation existing under the laws of the United States,any state thereof or the District of Columbia and such surviving Person shallexpressly assume all the obligations of the Company under the Notes and thisIndenture;

(2)       immediatelyafter giving effect to such transaction (on a proforma basis,including any Indebtedness incurred or anticipated to be incurred in connectionwith such transaction and the other adjustments that are referred to in thedefinition of “Consolidated Fixed Charge Coverage Ratio”), the Company or thesurviving Person

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is able to incur at least $1.00 of additional Indebtedness (other thanPermitted Indebtedness) in compliance with Section 4.9;

(3)       immediatelybefore and immediately after giving effect to such transaction (including anyIndebtedness incurred or anticipated to be incurred in connection with thetransaction), no Default or Event of Default shall have occurred and becontinuing; and

(4)       theCompany or the surviving entity, as the case may be, has delivered to theTrustee an officers’ certificate and opinion of counsel, each stating that suchconsolidation, merger or transfer complies with this Indenture, that thesurviving Person agrees to be bound thereby and by the Notes and theRegistration Rights Agreement, and that all conditions precedent in thisIndenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease,assignment, sale or otherwise, in a single transaction or series oftransactions) of all or substantially all of the properties and assets of oneor more Subsidiaries of the Company, the Capital Stock of which constitutes allor substantially all of the properties and assets of the Company, shall bedeemed to be the transfer of all or substantially all of the properties andassets of the Company.

Notwithstanding the foregoing clauses (1), (2) and (3):

(a)       anyRestricted Subsidiary of the Company may consolidate with, merge into ortransfer all or part of its properties and assets to the Company; and

(b)       theCompany may merge with an Affiliate that is (x) a corporation that has nomaterial assets or liabilities and which was incorporated solely for thepurpose of reincorporating the Company in another jurisdiction or (y) aRestricted Subsidiary of the Company that is a Guarantor so long as all assetsof the Company and the Restricted Subsidiaries immediately prior to suchtransaction are owned by such Restricted Subsidiary and its RestrictedSubsidiaries immediately after the consummation thereof.

Each Guarantor (other than any Guarantor whoseGuarantee is to be released in accordance with the terms of this Indenture)shall not, and the Company shall not cause or permit any Guarantor to,consolidate with or merge with or into any Person other than the Company or anyother Guarantor unless:

(1)                   theentity formed by or surviving any such consolidation or merger (if other thanthe Guarantor) or to which such sale, lease, conveyance or other disposition

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shall have been made is a corporation organized and existing under thelaws of the United States or any State thereof or the District of Columbia;

(2)                   suchentity assumes by supplemental indenture all of the obligations of theGuarantor on the Guarantee;

(3)                   immediatelyafter giving effect to such transaction, no Default or Event of Default shallhave occurred and be continuing; and

(4)                   immediatelyafter giving effect to such transaction and the use of any net proceedstherefrom on a proforma basis, the Company could satisfy theprovisions of clause (2) of the first paragraph of this Section 5.1.

Any merger or consolidation of a Restricted Subsidiarywith and into the Company (with the Company being the surviving entity) oranother Guarantor that is a Wholly Owned Subsidiary of the Company need onlycomply with clause (4) of the first paragraph of this Section 5.1.

SECTION 5.2            Successor Entity Substituted.

Upon any consolidation or merger, or any sale, lease,conveyance or other disposition of all or substantially all of the assets ofthe Company or any assignment of its obligations under this Indenture inaccordance with Section 5.1 hereof, upon assumption by the successorcorporation, by supplemental indenture, executed and delivered to the Trusteeand satisfactory in form to the Trustee, of the due and punctual payment of theprincipal of, premium, if any, and interest on all of the Notes and the due andpunctual performance and observance of all the covenants and conditions of thisIndenture to be performed or observed by the Company, the surviving entityformed by such consolidation or into or with which the Company is merged or towhich such sale, lease, conveyance or other disposition or assignment is madewill succeed to, and be substituted for, and may exercise every right and powerof, the Company under this Indenture with the same effect as if such survivingentity has been named as the Company herein and such surviving entity may causeto be signed and may issue in its own name or in the name of the Company, anyor all Notes issuable hereunder and the predecessor Company in the case of asale, lease, conveyance or other disposition or assignment, will be releasedfrom all obligations under the Notes.

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**ARTICLE VI**

**DEFAULT AND REMEDIES**

SECTION 6.1            Events of Default.

“Event of Default”, whenever used herein, means anyone of the following events (whatever the reason for such Event of Default andwhether or not it shall be occasioned or prohibited by the provisions ofArticle X or Article XII and whether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to any judgment, decree or order ofany court or any order, rule or regulation of any administrative orgovernmental body):

(a)       thefailure to pay interest on any Notes when the same becomes due and payable andthe default continues for a period of 30 days (whether or not such paymentsshall be prohibited by the subordination provisions of this Indenture);

(b)       thefailure to pay the principal on any Notes, when such principal becomes due andpayable, at maturity, upon redemption or otherwise (including the failure tomake a payment to purchase Notes tendered pursuant to a Change of Control Offeror a Net Proceeds Offer) (whether or not such payments shall be prohibited bythe subordination provisions of this Indenture);

(c)       adefault in the observance or performance of any other covenant or agreementcontained in this Indenture which default continues for a period of 30 daysafter the Company receives written notice specifying the default (and demandingthat such default be remedied) from the Trustee or the Holders of at least 25*%*of the outstanding principal amount ofthe Notes;

(d)       thefailure to pay at final stated maturity (giving effect to any applicable graceperiods and any extensions thereof) the principal amount of any Indebtedness ofthe Company or any Restricted Subsidiary (other than a Receivables Entity) ofthe Company, or the acceleration of the final stated maturity of any suchIndebtedness (which acceleration is not rescinded, annulled or otherwise curedwithin 30 days of receipt by the Company or such Restricted Subsidiary ofnotice of any such acceleration) if the aggregate principal amount of suchIndebtedness, together with the principal amount of any other such Indebtednessin default for failure to pay principal at final stated maturity or which hasbeen accelerated (in each case with respect to which the 30-day perioddescribed above has elapsed), aggregates $20.0 million or more at any time;

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(e)       oneor more judgments in an aggregate amount in excess of $20.0 million shall have beenrendered against the Company or any of its Significant Subsidiaries and suchjudgments remain undischarged, unpaid or unstayed for a period of 60 days aftersuch judgment or judgments become final and non-appealable;

(f)        A court of competent jurisdictionenters a Bankruptcy Order under any Bankruptcy Law that:

(1)       isfor relief against the Company or any of its Significant Subsidiaries in aninvoluntary case or proceeding, or

(2)       appoints aCustodian of the Company or any of its Significant Subsidiaries for all orsubstantially all of its respective properties, or

(3)       ordersthe liquidation of the Company or any of its Significant Subsidiaries.

and in each case the order or decree remains unstayed and in effect for60 consecutive days;

(g)       TheCompany or any Significant Subsidiary pursuant to or within the meaning of anyBankruptcy Law:

(1)       commencesa voluntary case or proceeding, or

(2)       consentsto the entry of a Bankruptcy Order for relief against it in an involuntary caseor proceeding, or

(3)       consents to theappointment of a Custodian of it or for all or substantially all of itsproperty, or

(4)       makesa general assignment for the benefit of its creditors or files a proposal orscheme of arrangement involving the rescheduling or composition of its indebtedness,or

(5)       consents to thefiling of a petition in bankruptcy against it; or

(h)       anyGuarantee of a Significant Subsidiary ceases to be in full force and effect orany Guarantee of a Significant Subsidiary is declared to be null and void andunenforceable or any Guarantee of a Significant Subsidiary is found to beinvalid or any Guarantor that is a Significant Subsidiary denies its liabilityunder its Guarantee (other than by reason of release of a Guarantor inaccordance with the terms of this Indenture).

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SECTION 6.2            Acceleration.

(a)       Ifan Event of Default (other than an Event of Default specified in Section 6.1(f)or 6.1(g) above with respect to the Company) shall occur and be continuing,then, and in every such case, unless the principal of all the Notes shall havealready become due and payable, either the Trustee or the Holders of not lessthan 25% in aggregate principal amount of the then outstanding Notes, by noticein writing to the Company and the Representative under the Senior Credit Facility(and to the Trustee if given by Holders) (the “Acceleration Notice”), maydeclare all of the unpaid principal of and accrued interest thereon to be, andthe same (x) shall become immediately due and payable, or (y) if there are anyamounts outstanding under the Senior Credit Facility, shall become immediatelydue and payable upon the first to occur of an acceleration under the SeniorCredit Facility or five business days after receipt by the Company and theRepresentative under the Senior Credit Facility of such Acceleration Notice butonly if such Event of Default is then continuing. If an Event of Defaultspecified in Section 6.1(f) or6.1(g) with respect to the Company occurs and is continuing, all unpaidprincipal of and accrued interest due and payable on all the outstanding Notesshall ipsofacto become and be immediately due and payablewithout any declaration, notice or other act on the part of the Trustee or anyHolder.

(b)       Atany time after a declaration of acceleration with respect to the Notes asdescribed in the preceding paragraph, the Holders of a majority in aggregateprincipal amount of the Notes, by written notice to the Company and theTrustee, may rescind and cancel, on behalf of all Holders, such declaration andits consequences:

(1)       ifthe rescission would not conflict with any judgment or decree;

(2)       ifall existing Events of Default have been cured or waived except nonpayment ofprincipal or interest that has become due solely because of the acceleration;

(3)       tothe extent the payment of such interest is lawful, interest on overdueinstallments of interest and overdue principal, which has become due otherwisethan by such declaration of acceleration, has been paid;

(4)       ifthe Company has paid the Trustee its reasonable compensation and reimbursed theTrustee for its expenses, disbursements and advances; and

(5)       in the eventof the cure or waiver of an Event of Default of the type described in Section6.1(f) or (g), the Trustee shall have received an Officers’ Certificate to theeffect that such Event of Default has been cured or waived.

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No such rescission shall affect any subsequent Defaultor impair any right consequent thereto.

In the event that the maturity of the Notes isaccelerated pursuant to this Section 6.2, 100% of the principal amount thereofplus accrued interest to the date of payment shall become due and payable.

SECTION 6.3            Other Remedies.

If an Event of Default occurs and is continuing, theTrustee may pursue any available remedy by proceeding at law or in equity tocollect the payment of principal of or interest on the Notes or to enforce theperformance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it doesnot possess any of the Notes or does not produce any of them in the proceeding,and any such proceeding instituted by the Trustee shall be brought in its ownname as trustee of an express trust, and any recovery of judgment shall, afterprovision for the payment of the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, be for theratable benefit of the Holders of the Notes in respect of which such judgmenthas been recovered.

SECTION 6.4            Waiver of Past Default.

Subject to Sections 6.7 and 9.2, prior to thedeclaration of acceleration of the maturity of the Notes, the Holder or Holdersof not less than a majority in aggregate principal amount of the Notes at thetime outstanding by written notice to the Company and the Trustee may waive onbehalf of all the Holders any past default under this Indenture and itsconsequence, except a default in the payment of principal of or interest on anyNote or a default with respect to any covenant or provision which cannot bemodified or amended without the consent of the Holder of each outstanding Noteaffected pursuant to Section 9.2.

SECTION 6.5            Control by Majority.

The Holders of a majority in aggregate principalamount of the then outstanding Notes may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or exercisingany trust or power conferred on it, including, without limitation, any remediesprovided for in Section 6.3. However, the Trustee may refuse to follow anydirection that conflicts with law, the Notes or this Indenture, or that theTrustee determines may be unduly prejudicial to the rights of anotherSecurityholder or that may involve the Trustee in personal liability.

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SECTION 6.6            Limitation on Suits.

A Securityholder may not pursue any remedy withrespect to this Indenture or the Notes unless:

(a)       theHolder gives to the Trustee written notice of a continuing Event of Default;

(b)       theHolders of at least 25*%*inprincipal amount of the then outstanding Notes make a written request to theTrustee to pursue a remedy;

(c)       suchHolder or Holders offer and, if requested, provide to the Trustee indemnitysatisfactory to the Trustee against any loss, liability or expense;

(d)       theTrustee does not comply with the request within 30 days after receipt of therequest and the offer of indemnity; and

(e)       duringsuch 30-day period the Holders of at least a majority in principal amount ofthe then outstanding Notes do not give the Trustee a direction which isinconsistent with the request.

A Securityholder may not use this Indenture to prejudicethe rights of another Securityholder or to obtain a preference or priority oversuch other Securityholder.

SECTION 6.7            Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture,the right of any Holder to receive payment of principal of and interest on aNote, on or after the respective due dates expressed in the Note, or to bringsuit for the enforcement of any such payment on or after such respective dates,is absolute and unconditional and shall not be impaired or affected without theconsent of such Holder.

SECTION 6.8            Collection Suit by Trustee.

If an Event of Default specified in Section 6.l(a) or(b) occurs and is continuing, the Trustee may recover judgment in its own nameand as trustee of an express trust against the Company or any other obligor onthe Notes for the whole amount of principal and accrued interest remainingunpaid, together with interest overdue on principal and, to the extent thatpayment of such interest is lawful, interest on overdue installments ofinterest, in each case at the interest rate and such further amount as shall besufficient to cover the costs and expenses of collection, including thereasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel.

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SECTION 6.9            Trustee May File Proofs of Claim.

The Trustee shall be entitled and empowered to filesuch proofs of claim and other papers or documents as may be necessary oradvisable in order to have the claims of the Trustee (including any claim forthe reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel) and the Securityholders allowed in anyjudicial proceedings relative to the Company or any of its Subsidiaries (or anyother obligor upon the Notes), its creditors or its property and shall beentitled and empowered to collect and receive any monies or other propertypayable or deliverable on any such claims and to distribute the same, and anyCustodian in any such judicial proceedings is hereby authorized by eachSecurityholder to make such payments to the Trustee and, in the event that theTrustee shall consent to the making of such payments directly to theSecurityholders, to pay to the Trustee any amount due to it for the reasonablecompensation, expenses, disbursements and advances of the Trustee, its agentand counsel, and any other amounts due the Trustee under Section 7.7. Nothingherein contained shall be deemed to authorize the Trustee to authorize orconsent to or accept or adopt on behalf of any Securityholder any plan ofreorganization, arrangement, adjustment or composition affecting the Notes orthe rights of any Holder thereof, or to authorize the Trustee to vote inrespect of the claim of any Securityholder in any such proceeding.

SECTION 6.10          Priorities.

If the Trustee collects any money pursuant to thisArticle VI, it shall pay out such money in the following order:

First: to the Trustee for amounts due under Section7.7;

Second: to Holders for amounts due and unpaid on theNotes for principal and interest, ratably, without preference or priority ofany kind, according to the amounts due and payable on the Notes for principaland interest, respectively; and

Third: to the Company.

The Trustee, upon prior written notice to the Company,may fix a record date and payment date for any payment to Securityholderspursuant to this Article VI.

SECTION 6.11          Undertaking for Costs.

In any suit for the enforcement of any right or remedyunder this Indenture or in any suit against the Trustee for any action taken oromitted by it as Trustee, a court in its discretion may require the filing byany party litigant in the suit of an undertaking to pay the

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costs of the suit, and the court in its discretion may assessreasonable costs, including reasonable attorneys’ fees, against any partylitigant in the suit, having due regard to the merits and good faith of theclaims or defenses made by the party litigant. This Section 6.11 does not applyto a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suitby any Holder, or group of Holders, holding in the aggregate more than 10% inprincipal amount of the outstanding Notes.

SECTION 6.12          Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reservedto the Trustee or to the Holders is intended to be exclusive of any other rightor remedy, and every remedy shall, to the extent permitted by law, becumulative and in addition to every other right and remedy given hereunder ornow or hereafter existing at law or in equity or otherwise. The assertion oremployment of any right or remedy hereunder, or otherwise, shall not preventthe concurrent assertion or employment of any other appropriate right orremedy.

SECTION 6.13          Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holderof any Note to exercise any right or remedy accruing upon any Event of Defaultshall impair any such right or remedy or constitute a waiver of any such Eventof Default or an acquiescence therein. Every right and remedy given by thisArticle VI or by law to the Trustee or to the Holders may be exercised fromtime to time, and as often as may be deemed expedient, by the Trustee or by theHolders, as the case may be.

**ARTICLE VII**

**TRUSTEE**

SECTION 7.1            Duties of Trustee.

(a)       Ifan Event of Default has occurred and is continuing, the Trustee shall exercisesuch of the rights and powers vested in it by this Indenture and use the samedegree of care and skill in their exercise as a prudent Person would exerciseor use under the circumstances in the conduct of his own affairs.

(b)       Exceptduring the continuance of an Event of Default:

(i)        TheTrustee need perform only those duties as are specifically set forth in thisIndenture or the TIA and no others and no implied covenants or obligationsshall be read into this Indenture against the Trustee.

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(ii)       Inthe absence of bad faith on its part, the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressedtherein, upon certificates or opinions furnished to the Trustee and conformingto the requirements of this Indenture. However, in the case of any suchcertificate or opinions which by any provision hereof are specifically requiredto be furnished to the Trustee, the Trustee shall examine such certificates andopinions to determine whether or not they conform to the requirements of thisIndenture.

(c)       Notwithstandinganything to the contrary herein contained, the Trustee may not be relieved fromliability for its own negligent action, its own negligent failure to act, orits own willful misconduct, except that:

(i)        Thisparagraph does not limit the effect of paragraph (b) of this Section 7.1.

(ii)       TheTrustee shall not be liable for any error of judgment made in good faith by aResponsible Officer, unless it is proved that the Trustee was negligent inascertaining the pertinent facts.

(iii)      The Trustee shall not be liable with respect toany action it takes or omits to take in good faith in accordance with adirection received by it pursuant to Sections 6.4 and 6.5.

(d)       Noprovision of this Indenture shall require the Trustee to expend or risk its ownfunds or otherwise incur any financial liability in the performance of any ofits duties hereunder or in the exercise of any of its rights or powers if itshall have reasonable grounds for believing that repayment of such funds oradequate indemnity against such risk or liability is not reasonably assured toit.

(e)       Everyprovision of this Indenture that in any way relates to the Trustee is subjectto paragraphs (a), (b), (c) and (d) of this Section 7.1.

(f)        The Trusteeshall not be liable for interest on any money received by it except as theTrustee may agree in writing with the Company. Money held in trust by theTrustee need not be segregated from other funds except to the extent requiredby law.

SECTION 7.2            Rights of Trustee.

Subject to Section 7.1 :

(a)       TheTrustee may rely and shall be protected in acting or refraining from actingupon any document reasonably believed by it to be genuine and to have been

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signed or presented by the proper Person. The Trustee shall not bebound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, bond, debenture, note, other evidence ofindebtedness or other paper or document, but the Trustee, in its discretion,may make such further inquiry or investigation into such facts or matters as itmay see fit.

(b)       Beforethe Trustee acts or refrains from acting with respect to any mattercontemplated by this Indenture, it may require an Officers’ Certificate or anOpinion of Counsel, which shall conform to the provisions of Section 13.5. TheTrustee shall not be liable for any action it takes or omits to take in goodfaith in reliance on such certificate or opinion.

(c)       TheTrustee may act through its attorneys and agents and shall not be responsiblefor the misconduct or negligence of any agent (other than the negligence orwillful misconduct of an agent who is an employee of the Trustee) appointedwith due care.

(d)       TheTrustee shall not be liable for any action it takes or omits to take in goodfaith and without negligence which it reasonably believes to be authorized orwithin its rights or powers conferred upon it by this Indenture or the TIA.

(e)       TheTrustee shall be under no obligation to exercise any of the rights or powersvested in it by this Indenture at the request, order or direction of any of theHolders, pursuant to the provisions of this Indenture, unless such Holdersshall have offered to the Trustee security or indemnity against the costs,expenses and liabilities which may be incurred therein or thereby.

(f)        The Trusteemay consult with counsel of its selection and the advice of such counsel or anyOpinion of Counsel shall be full and complete authorization and protection inrespect of any action taken, suffered or omitted by it hereunder in good faithand in reliance thereon.

(g)       Therights, privileges, protections, immunities and benefits given to the Trustee,including, without limitation, its right to be indemnified, are extended to,and shall be enforceable by, the Trustee in each of its capacities hereunder,and each agent, custodian and other Person employed to act hereunder; and

(h)       TheTrustee may request that the Company deliver an Officers’ Certificate settingforth the names of individuals and or titles of officers authorized at such timeto take specified actions pursuant to this Indenture, which Officers’Certificate may be signed by any person authorized to sign an Officers’Certificate,

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including any person specified as so authorized in any such certificatepreviously delivered and not superseded.

SECTION 7.3            Individual Rights of Trustee.

The Trustee in its individual capacity or any othercapacity may become the owner or pledgee of Notes and may otherwise deal withthe Company, or its Subsidiaries and Affiliates with the same rights it wouldhave if it were not Trustee. Any Agent may do the same with like rights.However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.4            Trustee’s Disclaimer.

The Trustee makes no representation as to the validityor adequacy of this Indenture, the Notes or the Guarantees, and it shall not beaccountable for the Company’s use of the proceeds from the Notes, and it shallnot be responsible for any statement of the Company in this Indenture, or anystatement in the Notes other than the Trustee’s certificate of authentication.

SECTION 7.5            Notice of Defaults.

If a Default or an Event of Default with respect tothe Notes occurs and is continuing and is actually known to a ResponsibleOfficer, the Trustee shall mail to each Holder a notice of the Default or Eventof Default within 60 days after it occurs or, if later, within 10 days aftersuch Default or Event of Default becomes known to the Trustee, unless suchDefault or Event of Default has been cured. Except in the case of a Default orEvent of Default in the payment of principal of or interest on any Note,including an acceleration, and the failure to make payment when required bySections 4.12 and 4.15, the Trustee may withhold the notice to the Holders ifand so long as a committee of its Responsible Officers determines in good faiththat withholding the notice is in the interest of the Holders.

SECTION 7.6            Reports by Trustee to Holders.

Within 60 days after each November 15 beginning withNovember 15, 2003, the Trustee shall transmit to each Securityholder a reportdated as of May 15 of the relevant year that complies with the requirements ofTIA §**313(a). The Trustee alsoshall comply with TIA § 313(b) and TIA § 313(c) and (d). A copy of such reportat the time of its transmission to Securityholders shall be filed with the SEC,if required, with each stock exchange, if any, on which the Notes are listedand with the Company.

The Company shall promptly notify the Trustee if theNotes become listed on any stock exchange and the Trustee shall comply with TIA§ 313(d).

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SECTION 7.7            Compensation and Indemnity.

The Company shall pay to the Trustee, the Paying Agentand the Registrar from time to time such compensation for their respectiveservices rendered hereunder as agreed in writing. The Trustee’s compensationshall not be limited by any law on compensation of a trustee of an expresstrust. The Company shall reimburse the Trustee upon request for all reasonableout-of-pocket disbursements, expenses and advances (including reasonable feesand expenses of counsel) incurred or made by each of them in connection withthe performance of its duties under this Indenture. Such expenses shall includethe reasonable compensation, reasonable out-of-pocket disbursements andreasonable expenses of the Trustee’s agents and counsel.

The Company shall indemnify and hold harmless theTrustee and their agents, employees, officers, directors and shareholdersagainst any and all claims, expenses, loss or liability incurred by it arisingout of or in connection with the administration of its duties under thisIndenture. The Trustee shall notify the Company promptly of any claim assertedagainst it for which it may seek indemnity. The Company shall defend the claimwith counsel designated by the Company, who may be outside counsel to theCompany, but shall in all events be reasonably satisfactory to the Trustee, andthe Trustee shall cooperate in the defense. The Trustee may have separatecounsel and the Company shall pay the reasonable fees and expenses of suchcounsel; provided that the Company will not be required to pay such feesand expenses if it assumes the Trustee’s defense and there is no conflict ofinterest between the Company and the Trustee in connection with such defense.The Company need not pay for any settlement made without its written consent,which consent may not be unreasonably withheld. The Company need not reimburseany expense or indemnify against any loss or liability incurred by the Trusteethrough the Trustee’s own willful misconduct, negligence or bad faith.

To secure the Company’s payment obligations in thisSection 7.7, the Trustee shall have a lien prior to the Notes and theGuarantees on all money or property held or collected by it in its capacity asTrustee, except money or property held in trust to pay principal of or intereston particular Notes.

When the Trustee incurs expenses or renders servicesafter an Event of Default specified in Section 6.l(f) or 6.1(g) occurs, theexpenses and the compensation for the services are intended to constituteexpenses of administration under any Bankruptcy Law.

This section shall survive the resignation or removalof the Trustee.

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SECTION 7.8            Replacement of Trustee.

The Trustee may resign at any time by so notifying theCompany in writing, such resignation to be effective upon the appointment of asuccessor Trustee. The Holders of a majority in principal amount of theoutstanding Notes may remove the Trustee by so notifying the Trustee in writingand may appoint a successor Trustee with the Company’s consent which consentshall not be unreasonably withheld. The Company may remove the Trustee if:

(a)       theTrustee fails to comply with Section 7.10;

(b)       theTrustee is adjudged a bankrupt or an insolvent;

(c)       areceiver or other public officer takes charge of the Trustee or its property;

or

(d)       theTrustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancyexists in the office of Trustee for any reason (the Trustee in such event beingreferred to herein as the retiring Trustee), the Company shall promptly appointa successor Trustee. Within one year after the successor Trustee takes office,the Holders of a majority in principal amount of the Notes may appoint asuccessor Trustee to replace the successor Trustee appointed by the Company.

A successor Trusteeshall deliver a written acceptance of its appointment to the retiring Trusteeand to the Company. Immediately after that, the retiring Trustee shall transferall property held by it as Trustee to the successor Trustee (subject to thelien provided in Section 7.7), the resignation or removal of the retiringTrustee shall become effective, and the successor Trustee shall have all therights, powers and duties of the Trustee under this Indenture. A successorTrustee shall mail notice of its succession to each Securityholder.

If a successor Trustee does not take office within 60days after the retiring Trustee resigns or is removed, the retiring Trustee,the Company or the Holders of at least 25% in principal amount of thenoutstanding Notes may petition any court of competent jurisdiction at theexpense of the Company for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, anySecurityholder may petition any court of competent jurisdiction for the removalof the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant tothis Section 7.8, the Company’s obligations under Section 7.7 shall continuefor the benefit of the retiring Trustee.

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SECTION 7.9            Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or convertsinto, or transfers all or substantially all of its corporate trust business to,another corporation or national banking association, the resulting, survivingor transferee corporation or national banking association without any furtheract shall be the successor Trustee; provided such corporation shall beotherwise qualified and eligible under this Article VII.

SECTION 7.10          Eligibility; Disqualification.

This Indenture shall always have a Trustee whosatisfies the requirements of TIA § 310(a)(l) and (2). The Trustee shall have acombined capital and surplus of at least $50,000,000 as set forth in its mostrecent published annual report of condition. The Trustee shall comply with TIA§**310(b); provided thatthere shall be excluded from the operation of TIA §**310(b)(l) any indenture or indentures under which othersecurities, or certificates of interest or participation in other securities,of the Company are outstanding if the requirements for such exclusion set forthin TIA §**310(b)(l) are met. Theprovisions of TIA §**310 shallapply to the Company, as obligor of the Notes.

SECTION 7.11          Preferential Collection of Claims AgainstCompany.

The Trustee shall comply with TIA §**311(a), excluding any creditorrelationship listed in TIA §**31l(b).A Trustee who has resigned or been removed shall be subject to TIA §**311(a) to the extent indicated therein.

**ARTICLE VIII**

**DISCHARGE OF INDENTURE; DEFEASANCE**

SECTION 8.1            Termination of the Company’s Obligations.

The Company may terminate its obligations under theNotes and the obligations of the Guarantors under the Guarantees, as the casemay be, and this Indenture, except those obligations referred to in thepenultimate paragraph of this Section 8.1, if all Notes previouslyauthenticated and delivered (other than destroyed, lost or stolen Notes whichhave been replaced or paid or Notes for whose payment U.S. Legal Tender hastheretofore been deposited with the Trustee or the Paying Agent in trust orsegregated and held in trust by the Company and thereafter repaid to theCompany, as provided in Section 8.5) have been delivered to the Trustee forcancellation and the Company has paid all sums payable by it hereunder, or if:

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(a)  either (i) pursuant to Article III, theCompany shall have given notice to the Trustee and mailed a notice ofredemption to each Holder of the redemption of all of the Notes underarrangements satisfactory to the Trustee for the giving of such notice or (ii)all Notes have otherwise become due and payable hereunder;

(b)  the Company shall have irrevocablydeposited or caused to be deposited with the Trustee, as trust funds in trustsolely for the benefit of the Holders for that purpose, U.S. Legal Tender insuch amount as is sufficient without consideration of reinvestment of interest,to pay principal of, premium, if any, and interest on the outstanding Notes tomaturity or redemption; provided that the Trustee shall have beenirrevocably instructed to apply such U.S. Legal Tender to the payment of saidprincipal, premium, if any, and interest with respect to the Notes; and provided,further, that from and after the time of deposit, the money depositedshall not be subject to the rights of holders of Senior Debt pursuant to theprovisions of Article X and Article XII;

(c)  no Default or Event of Default withrespect to this Indenture, the Notes or the Guarantees shall have occurred andbe continuing on the date of such deposit or shall occur immediately aftergiving effect to such deposit and such deposit will not result in a breach orviolation of, or constitute a default under, any other instrument to which theCompany is a party or by which it is bound;

(d)  the Company shall have paid all othersums payable by it hereunder; and

(e)  the Company shall have delivered to theTrustee an Officers’ Certificate and an Opinion of Counsel, each stating thatall conditions precedent providing for or relating to the termination of theCompany’s and the Guarantors’ obligations under the Notes and the Guarantees,as the case may be, and this Indenture have been complied with. Such Opinion ofCounsel shall also state that such satisfaction and discharge does not resultin a default under the Senior Credit Facility (if then in effect) or any othermaterial agreement or material instrument then known to such counsel that bindsor affects the Company.

Notwithstanding the foregoing paragraph, the Company’sobligations in Sections 2.5, 2.6, 2.7, 2.10, 4.1, 4.2, 7.7, 8.5 and 8.6 shallsurvive until the Notes are no longer outstanding pursuant to the lastparagraph of Section 2.8. After the Notes are no longer outstanding, theCompany’s obligations in Sections 7.7, 8.5 and 8.6 shall survive.

After such delivery or irrevocable deposit, theTrustee upon request shall acknowledge in writing the discharge of the Company’sand the Guarantors’ obligations under the Notes and the Guarantees, as the casemay be, and this Indenture except for those surviving obligations specifiedabove.

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SECTION 8.2            Legal Defeasance and Covenant Defeasance.

(a)       TheCompany may, at its option by Board Resolution of the Board of Directors, atany time, elect to have either paragraph (b) or (c) below be applied to alloutstanding Notes upon compliance with the conditions set forth in Section 8.3.

(b)       Uponthe Company’s exercise under paragraph (a) hereof of the option applicable tothis paragraph (b), each of the Company and the Guarantors shall, subject tothe satisfaction of the conditions set forth in Section 8.3, be deemed to havebeen discharged from its obligations with respect to all outstanding Notes onthe date the conditions set forth below are satisfied (hereinafter, “LegalDefeasance”). For this purpose, Legal Defeasance means that the Company shallbe deemed to have paid and discharged the entire Indebtedness represented bythe outstanding Notes, which shall thereafter be deemed to be “outstanding”only for the purposes of Section 8.4 hereof and the other Sections of thisIndenture referred to in (i) and (ii) below, and to have satisfied all itsother obligations under such Notes and this Indenture (and the Trustee, ondemand of and at the expense of the Company, shall execute proper instrumentsacknowledging the same), and Holders of the Notes and any amounts depositedunder Section 8.3 hereof shall cease to be subject to any obligations to, orthe rights of, any holder of Senior Debt under Article X or otherwise, exceptfor the following provisions, which shall survive until otherwise terminated ordischarged hereunder: (i) the rights of Holders of outstanding Notes to receivesolely from the trust fund described in Section 8.4 hereof, and as more fullyset forth in such Section, payments in respect of the principal of and intereston such Notes when and to the extent such payments are due, (ii) the Company’sobligations with respect to such Notes under Article II****and Section 4.2 hereof, (iii) the rights,powers, trusts, duties and immunities of the Trustee hereunder and the Company’sobligations in connection therewith, including Section 7.7 hereof and (iv) thisArticle VIII. Subject to compliance with this Article VIII, the Company mayexercise its option under this paragraph (b) notwithstanding the prior exerciseof its option under paragraph (c) hereof.

(c)       Uponthe Company’s exercise under paragraph (a) hereof of the option applicable tothis paragraph (c), each of Vertis Holdings, the Company and the Guarantorsshall, subject to the satisfaction of the conditions set forth in Section 8.3hereof, be released from its obligations under the covenants contained inSections 4.8 through 4.15, Sections 4.18 and 4.19 and Article V hereof withrespect to the outstanding Notes on and after the date the conditions set forthbelow are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shallthereafter be deemed not “outstanding” for the purposes of any direction,waiver, consent or declaration or act of Holders (and the consequences of anythereof) in connection with such covenants, but shall continue to be deemed “outstanding”for all other purposes hereunder (it being understood that such Notes shall notbe deemed outstanding for accounting purposes) and Holders of the Notes and anyamounts deposited under Section 8.3 hereof shall cease to be subject to anyobligations to, or the rights of, any holder of Senior Debt under Article X,

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Article XII or otherwise. For this purpose, such Covenant Defeasancemeans that, with respect to the outstanding Notes, the Company and itsSubsidiaries may omit to comply with and shall have no liability in respect ofany term, condition or limitation set forth in any such covenant, whetherdirectly or indirectly, by reason of any reference elsewhere herein to any suchcovenant or by reason of any reference in any such covenant to any otherprovision herein or in any other document and such omission to comply shall notconstitute a Default or an Event or Default under Section 6.1(c) hereof, but,except as specified above, the remainder of this Indenture and such Notes shallbe unaffected thereby. In addition, upon the Company’s exercise under paragraph(a) hereof of the option applicable to this paragraph (c), subject to thesatisfaction of the conditions set forth in Section 8.3 hereof, Sections 6.1(c)and 6.1(e) shall not constitute Events of Default.

SECTION 8.3            Conditions to Legal Defeasance orCovenant Defeasance.

The following shall be the conditions to theapplication of either Section 8.2(b) or 8.2(c) hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or CovenantDefeasance:

(a)  the Company must irrevocably depositwith the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tenderor U.S. Government Obligations which through the scheduled payment of principaland interest in respect thereof in accordance with their terms, will provide,not later than one day before the due date of any payment on the Notes, U.S.Legal Tender, or a combination thereof, in such amounts as will be sufficient,in the opinion of a nationally recognized firm of independent publicaccountants, to pay the principal of, premium, if any, and interest on theNotes on the stated date for payment thereof or on the applicable redemptiondate, as the case may be, of such principal or installment of principal of orinterest on the Notes; provided that the Trustee shall have received anirrevocable written order from the Company instructing the Trustee to applysuch U.S. Legal Tender or the proceeds of such U.S. Government Obligations tosaid payments with respect to the Notes;

(b)  in the case of an election underSection 8.2(b) hereof, the Company shall have delivered to the Trustee anOpinion of Counsel in the United States reasonably acceptable to the Trusteeconfirming that (A) the Company has received from, or there has been publishedby, the Internal Revenue Service a ruling or (B) since the date of thisIndenture, there has been a change in the applicable federal income tax law, ineither case to the effect that, and based thereon such Opinion of Counsel shallconfirm that, the Holders of the Notes will not recognize income, gain or lossfor federal income tax purposes as a result of such Legal Defeasance and willbe subject to federal

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income tax on the same amounts, in the same manner and at the sametimes as would have been the case if such Legal Defeasance had not occurred;

(c)  in the case of an election underSection 8.2(c) hereof, the Company shall have delivered to the Trustee anOpinion of Counsel in the United States reasonably acceptable to the Trusteeconfirming that the Holders of the Notes will not recognize income, gain orloss for federal income tax purposes as a result of such Covenant Defeasanceand will be subject to federal income tax on the same amounts, in the samemanner and at the same times as would have been the case if such CovenantDefeasance had not occurred;

(d)  no Default or Event of Default or eventwhich with notice or lapse of time or both would become a Default or an Eventof Default with respect to the Notes shall have occurred and be continuing onthe date of such deposit (other than a Default or Event of Default resultingfrom the incurrence of Indebtedness all or a portion of the proceeds of whichwill be used to defease the Notes pursuant to this Article VII concurrentlywith such incurrence) or insofar as Sections 6.1(f) and 6.1(g) hereof areconcerned, at any time in the period ending on the 91st day after the date ofsuch deposit;

(e)  such Legal Defeasance or CovenantDefeasance shall not result in a breach or violation of or constitute a defaultunder this Indenture or any other material agreement or instrument to which theCompany or any of its Subsidiaries is a party or by which the Company or any ofits Subsidiaries is bound;

(f)  the Company shall have delivered to theTrustee an Officers’ Certificate stating that the deposit was not made by theCompany with the intent of preferring the Holders over any other creditors ofthe Company or with the intent of defeating, hindering, delaying or defraudingany other creditors of the Company or others;

(g)  the Company shall have delivered to theTrustee an Officers’ Certificate and an Opinion of Counsel, each stating thatall conditions precedent provided for or relating to the Legal Defeasance orthe Covenant Defeasance have been complied with; and

(h)  the Company shall have delivered to theTrustee an Opinion of Counsel to the effect that (i) the trust funds will notbe subject to any rights of any holders of Senior Debt, including, withoutlimitation, those arising under this Indenture, and (ii) assuming nointervening bankruptcy or insolvency of the Company between the date of depositand the 91st day following the deposit and that no Holder is an insider of theCompany, after the 91st day following the deposit, the trust funds will not besubject to the effect of any applicable Bankruptcy Law.

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Notwithstanding the foregoing, the Opinion of Counselrequired by clause (b) above of this Section 8.3 need not be delivered if allNotes not theretofore delivered to the Trustee for cancellation (i) have becomedue and payable, (ii) will become due and payable on the Maturity Date withinone year or (iii) are to be called for redemption within one year underarrangements satisfactory to the Trustee for the giving of notice of redemptionby the Trustee in the name, and at the expense, of the Company.

SECTION 8.4            Application of Trust Money.

The Trustee or Paying Agent shall hold in trust U.S.Legal Tender or U.S. Government Obligations deposited with it pursuant to thisArticle VIII, and shall apply the deposited U.S. Legal Tender and the moneyfrom U.S. Government Obligations in accordance with this Indenture to thepayment of principal of and interest on the Notes. The Trustee shall be underno obligation to invest said U.S. Legal Tender or U.S. Government Obligationsexcept as it may agree with the Company.

The Company shall pay and indemnify the Trusteeagainst any tax, fee or other charge imposed on or assessed against the U.S.Legal Tender or U.S. Government Obligations deposited pursuant to Section 8.3hereof or the principal and interest received in respect thereof other than anysuch tax, fee or other charge which by law is for the account of the Holders ofthe outstanding Notes.

Anything in this Article VIII to the contrarynotwithstanding, the Trustee shall deliver or pay to the Company from time totime upon the Company’s request any U.S. Legal Tender or U.S. GovernmentObligations held by it as provided in Section 8.3 hereof which, in the opinionof a nationally recognized firm of independent public accountants expressed ina written certification thereof delivered to the Trustee, are in excess of theamount thereof that would then be required to be deposited to effect anequivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.5            Repayment to the Company.

Subject to this Article VIII, the Trustee and thePaying Agent shall promptly pay to the Company upon request any excess U.S.Legal Tender or U.S. Government Obligations held by them at any time andthereupon shall be relieved from all liability with respect to such money. TheTrustee and the Paying Agent shall pay to the Company upon request any moneyheld by them for the payment of principal or interest that remains unclaimedfor two years; provided that the Trustee or such Paying Agent, beforebeing required to make any payment, may at the expense of the Company cause tobe published once in a newspaper of general circulation in the City of New Yorkor mail to each Holder entitled to such money notice that such money remainsunclaimed and that after a date specified therein which shall be at least 30days from the date of such publication or mailing any

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unclaimed balance of such money then remaining will be repaid to theCompany. After payment to the Company, Holders entitled to such money must lookto the Company for payment as general creditors unless an applicable lawdesignates another Person.

SECTION 8.6            Reinstatement.

If the Trustee or Paying Agent is unable to apply anyU.S. Legal Tender or U.S. Government Obligations in accordance with thisArticle VIII by reason of any legal proceeding or by reason of any order orjudgment of any court or governmental authority enjoining, restraining orotherwise prohibiting such application, the Company’s obligations under thisIndenture and the Notes shall be revived and reinstated as though no deposithad occurred pursuant to this Article VIII until such time as the Trustee orPaying Agent is permitted to apply all such U.S. Legal Tender or U.S.Government Obligations in accordance with this Article VIII; providedthat if the Company has made any payment of interest on or principal of anyNotes because of the reinstatement of its obligations, the Company shall besubrogated to the rights of the Holders of such Notes to receive such paymentfrom the U.S. Legal Tender or U.S. Government Obligations held by the Trusteeor Paying Agent.

**ARTICLE IX**

**AMENDMENTS, SUPPLEMENTS AND WAIVERS**

SECTION 9.1            Without Consent of Holders.

Without the consent of any Holders, the Company andthe Guarantors, when authorized by resolutions of their respective Boards ofDirectors (copies of which shall be delivered to the Trustee), and the Trusteemay amend or supplement this Indenture, the Notes or the Guarantees withoutnotice to any Holder for any of the following purposes:

(a)  to cure any ambiguity, defect orinconsistency herein;

(b)  to add to the covenants of the Companyfor the benefit of the Holders, or surrender any right or power hereinconferred upon the Company;

(c)  to provide for collateral for theNotes;

(d)  to provide for uncertificated Notes inaddition to or in place of certificated Notes;

(e)  to effect or maintain the qualificationof this Indenture under the TIA;

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(f)  to evidence the succession inaccordance with Article V hereof of another Person to the Company and theassumption by any such successor of the covenants of the Company herein and inthe Notes; or

(g)  to make any other change that does notadversely affect the rights of any Holder in any material respect; providedthat in making such change, the Trustee may rely upon an Opinion of Counselstating that such change does not adversely affect the rights of any Holder inany material respect.

SECTION 9.2            With Consent of Holders.

Subject to Section 6.7 and the provisions of thisSection 9.2, the Company and the Guarantors, when authorized by resolutions oftheir respective Boards of Directors (copies of which shall be delivered to theTrustee), and the Trustee may amend or supplement this Indenture with thewritten consent of the Holders of at least a majority in aggregate principalamount of the Notes then outstanding. Subject to Section 6.7 and the provisionsof this Section 9.2, the Holders of, in the aggregate, at least a majority inprincipal amount of the then outstanding Notes affected may waive compliance bythe Company with any provision of this Indenture without notice to any otherSecurityholder. However, without the consent of each Securityholder affected,an amendment, supplement or waiver, including a waiver pursuant to Section 6.4may not:

(a)       reducethe percentage of principal amount of Notes whose Holders must consent to anamendment, supplement or waiver of any provision of this Indenture or theNotes;

(b)       reducethe rate of or change or have the effect of changing the time for payment ofinterest, including defaulted interest, on any Note;

(c)       reducethe principal of or change or have the effect of changing the fixed maturity ofany Notes, or change the date on which any Notes may be subject to redemptionor reduce the redemption price therefor;

(d)       makethe principal of, or any interest on, any Note payable in money other than thatstated in the Note;

(e)       makeany change in provisions of this Indenture protecting the right of each Holderto receive payment of principal of and interest on such Note on or after thedue date thereof or to bring suit to enforce such payment, or permittingHolders of a majority in principal amount of Notes to waive Defaults or Eventsof Default;

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(f)        amend,change or modify any provisions of this Indenture or the related definitionsaffecting the Company’s obligation to make a Change of Control Offer in amanner which adversely affects the Holders;

(g)       afterthe Company’s obligation to purchase Notes arises thereunder, amend, change ormodify in any material respect the obligation of the Company to make andconsummate a Net Proceeds Offer with respect to any Asset Sale that has beenconsummated or, after such Asset Sale has been consummated, modify any of theprovisions or definitions with respect thereto;

(h)       modifyor change any provision of this Indenture or the related definitions affectingthe subordination or ranking of the Notes or any Guarantee in a manner whichadversely affects the Holders; or

(i)        releaseany Guarantor that is a Significant Subsidiary from any of its obligationsunder its Guarantee or this Indenture otherwise than in accordance with theterms of this Indenture.

It shall not be necessary for the consent of theHolders under this Section 9.2 to approve the particular form of any proposedamendment, supplement or waiver, but it shall be sufficient if such consentapproves the substance thereof.

Notwithstanding the foregoing, no amendment shallmodify any provision of Article X or Article XII of this Indenture without theconsent of each holder of any then outstanding Designated Senior Debt.

After an amendment, supplement or waiver under thisSection 9.2 becomes effective, the Company shall mail to the Holders affectedthereby a notice briefly describing the amendment, supplement or waiver. Anyfailure of the Company to mail such notice, or any defect therein, shall not,however, in any way impair or affect the validity of any such supplementalindenture.

In connection with any amendment, supplement or waiverunder this Article IX**,**the Companymay, but shall not be obligated to, offer to any Holder who consents to suchamendment, supplement or waiver, or to all Holders, consideration for suchHolder’s consent to such amendment, supplement or waiver.

SECTION 9.3            Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture,the Notes or the Guarantees shall be set forth in a supplemental indenture thatcomplies with the TIA****as then ineffect.

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SECTION 9.4            Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomeseffective, a consent to it by a Holder is a continuing consent by the Holderand every subsequent Holder of that Note or portion of that Note that evidencesthe same debt as the consenting Holder’s Note, even if notation of the consentis not made on any Note. However, any such Holder or subsequent Holder mayrevoke the consent as to his Note or portion of a Note. Such revocation shallbe effective only if the Trustee receives the notice of revocation before thedate the amendment, supplement or waiver becomes effective. Notwithstanding theabove, nothing in this paragraph shall impair the right of any Securityholderunder §**316(b) of the TIA.

The Company may, but shall not be obligated to, fix arecord date for the purpose of determining the Holders entitled to consent toany amendment, supplement or waiver which record date shall be at least 10 daysprior to the first solicitation of such consent. If a record date is fixed,then notwithstanding the second and third sentences of the immediatelypreceding paragraph, those Persons who were Holders at such record date (ortheir duly designated proxies), and only those Persons, shall be entitled toconsent to such amendment, supplement or waiver or to revoke any consentpreviously given, whether or not such Persons continue to be Holders after suchrecord date. Such consent shall be effective only for actions taken within 90days after such record date.

After an amendment, supplement or waiver becomeseffective, it shall bind every Securityholder unless it makes a changedescribed in any of clauses (a) through (l) of Section 9.2. In that case theamendment, supplement or waiver shall bind each Holder of a Note who has consentedto it.

SECTION 9.5            Notation on or Exchange of Notes.

If an amendment, supplement or waiver changes theterms of a Note, the Trustee may (in accordance with the specific direction ofthe Company) request the Holder of the Note to deliver it to the Trustee. TheTrustee may (in accordance with the specific direction of the Company) place anappropriate notation on the Note about the changed terms and return it to theHolder. Alternatively, if the Company or the Trustee so determines, the Companyin exchange for the Note shall issue and the Trustee shall authenticate a newNote (together with related Guarantees of the Guarantors) that reflects thechanged terms. Failure to make the appropriate notation or issue a new Noteshall not affect the validity and effect of such amendment, supplement orwaiver.

SECTION 9.6            Trustee To Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement orwaiver authorized pursuant to this Article IX if the amendment, supplement orwaiver does not adversely affect

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the rights, duties or immunities of the Trustee. If it does, theTrustee may, but need not, sign it. In signing any amendment, supplement orwaiver, the Trustee shall be entitled to receive, if requested, an indemnityreasonably satisfactory to it and to receive, and shall be fully protected inrelying upon, an Officers’ Certificate and an Opinion of Counsel stating thatthe execution of any amendment, supplement or waiver authorized pursuant tothis Article IX****is authorized orpermitted by this Indenture. Neither the Company nor any Guarantor may sign anamendment until its Board of Directors approves it.

**ARTICLE X**

**SUBORDINATION**

SECTION 10.1          Notes Subordinated to Senior Debt.

Anything herein to the contrary notwithstanding, theCompany, for itself and its successors, and each Holder, by his acceptance ofNotes, agrees that the payment of the principal of and interest on the Notes issubordinated, to the extent and in the manner provided in this Article X, tothe prior payment in full in cash or Cash Equivalents, or such payment dulyprovided for to the satisfaction of the holders of Senior Debt, of all SeniorDebt Obligations (including the Senior Debt Obligations with respect to theSenior Credit Facility, whether outstanding on the Issue Date or thereafterincurred).

This Article X shall constitute a continuing offer toall Persons who become holders of, or continue to hold, Senior Debt, and suchprovisions are made for the benefit of the holders of Senior Debt and suchholders are made obligees hereunder and any one or more of them may enforcesuch provisions.

SECTION 10.2          Suspension of Payment When Senior Debt Isin Default.

(a)       Ifany default occurs and is continuing in the payment when due, whether atmaturity, upon any redemption, by declaration or otherwise, of any principalof, interest on, unpaid drawings for letters of credit issued in respect of, orregularly accruing fees with respect to, any Senior Debt (including, withoutlimitation, guarantees of the foregoing items which constitute Senior Debt) (a “PaymentDefault”), then no payment or distribution of any kind or character shall bemade by or on behalf of the Company or any other Person on its or their behalfwith respect to any Obligations or to acquire any of the Notes for cash orproperty or otherwise until such Payment Default (and all other PaymentDefaults) shall have been cured or waived in accordance with the terms of thedocumentation governing the respective Senior Debt or ceased to exist or allSenior Debt with respect to which any

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Payment Default has occurred and is continuing shall have beendischarged or paid in full in cash or Cash Equivalents.

(b)       Ifany event of default (other than a Payment Default) occurs and is continuingwith respect to any Designated Senior Debt (as such event of default is definedin the instrument creating or evidencing such Designated Senior Debt)permitting the holders of such Designated Senior Debt then outstanding toaccelerate the maturity thereof (a “Non-payment Default”), and if theRepresentative for the respective issue of Designated Senior Debt gives noticeof the event of default to the Trustee stating that such notice is a paymentblockage notice (a “Payment Blockage Notice”), then during the period (the “PaymentBlockage Period”) beginning upon the delivery of such Payment Blockage Noticeand ending on the earlier of the 180th day after such delivery and the date onwhich (x) all events of default with respect to all Designated Senior Debt havebeen cured or waived or cease to exist, (y) all Designated Senior Debt withrespect to which any such event of default has occurred and is continuing isdischarged or paid in full in cash or Cash Equivalents, or (z) the Trusteereceives notice thereof from the Representative for the respective issue of DesignatedSenior Debt terminating the Payment Blockage Period, neither the Company norany other Person on its behalf shall (i) make any payment of any kind orcharacter with respect to any Obligations or (ii) acquire any of the Notes forcash or property or otherwise. Notwithstanding anything herein to the contrary,(x) in no event will a Payment Blockage Period extend beyond 180 days from thedate the applicable Payment Blockage Notice is received by the Trustee and (y)only one such Payment Blockage Period may be commenced within any 360consecutive days. For all purposes of this Section 10.2(b), no event of defaultwhich existed or was continuing on the date of the commencement of any PaymentBlockage Period with respect to the Designated Senior Debt shall be, or bemade, the basis for the commencement of a second Payment Blockage Period by theRepresentative of such Designated Senior Debt whether or not within a period of360 consecutive days, unless such event of default shall have been cured orwaived for a period of not less than 90 consecutive days (it being acknowledgedthat any subsequent action, or any breach of any financial covenants for aperiod ending after the date of commencement of such Payment Blockage Periodthat, in either case, would give rise to an event of default pursuant to anyprovisions under which an event of default previously existed or was continuingshall constitute a new event of default for this purpose).

(c)       Inthe event that, notwithstanding the foregoing, any payment shall be received bythe Trustee, any Holder or any Paying Agent when such payment is prohibited bythe foregoing provisions of this Section 10.2, such payment shall be held intrust for the benefit of, and shall be paid over or delivered to, the holdersof Senior Debt (prorata to such holders on the basis of therespective amount of Senior Debt held by such holders) or their respectiveRepresentatives, as their respective interests may appear. The Trustee and anyPaying Agent shall be entitled to rely on information regarding amounts thendue and owing on the Senior Debt, if any, received from the holders of SeniorDebt (or their Representatives)

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or, if such information is not received from such holders or theirRepresentatives, from the Company and only amounts included in the informationprovided to the Trustee and any Paying Agent shall be paid to the holders ofSenior Debt.

Nothing contained in this Article X shall limit theright of the Trustee or the Holders to take any action to accelerate thematurity of the Notes and all other Obligations pursuant to Article VI or topursue any rights or remedies hereunder; provided that all Senior Debtthereafter due or declared to be due shall first be paid in full in cash orCash Equivalents before the Holders are entitled to receive any payment of anykind or character with respect to Obligations.

SECTION 10.3                      ObligationsSubordinated to Prior Payment of All Senior Debt on Dissolution, Liquidation orReorganization of Company.

(a)       Uponany payment or distribution of assets of the Company of any kind or character,whether in cash, property or securities, to creditors upon any total or partialliquidation, dissolution, winding-up, reorganization, assignment for thebenefit of creditors or marshaling of assets and liabilities of the Company orin a bankruptcy, reorganization, insolvency, receivership or other similarproceeding relating to the Company or its assets, whether voluntary orinvoluntary, all Senior Debt Obligations due or to become due shall first bepaid in full in cash or Cash Equivalents, or such payment duly provided for tothe satisfaction of the holders of Senior Debt, before any payment ordistribution of any kind or character is made on account of any Obligations orfor the acquisition of any of the Notes for cash or property or otherwise. Uponany such dissolution, winding-up, liquidation, reorganization, receivership orsimilar proceeding, any payment or distribution of assets of the Company of anykind or character, whether in cash, property or securities, to which theHolders or the Trustee would be entitled, except for the provisions hereof,shall be paid by the Company or by any receiver, trustee in bankruptcy,liquidating trustee, agent or other Person making such payment or distribution,or by the Holders, the Trustee or any Paying Agent if received by them,directly to the holders of Senior Debt (prorata to such holderson the basis of the respective amounts of Senior Debt held by such holders) ortheir respective Representatives, or to the trustee or trustees under anyindenture pursuant to which any of such Senior Debt may have been issued, astheir respective interests may appear, for application to the payment of SeniorDebt remaining unpaid until all such Senior Debt has been paid in full in cashor Cash Equivalents after giving effect to any concurrent payment, distributionor provision therefor to or for the holders of Senior Debt.

(b)       Tothe extent any payment of Senior Debt (whether by or on behalf of the Company,as proceeds of security or enforcement of any right of setoff or otherwise) isdeclared to be fraudulent or preferential, set aside or required to be paid toany receiver,

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trustee in bankruptcy, liquidating trustee, agent or other similarPerson under any bankruptcy, insolvency, receivership, fraudulent conveyance orsimilar law, then, if such payment is recovered by, or paid over to, suchreceiver, trustee in bankruptcy, liquidating trustee, agent or other similarPerson, the Senior Debt or part thereof originally intended to be satisfiedshall be deemed to be reinstated and outstanding as if such payment had notoccurred.

It is further agreed that any diminution (whetherpursuant to court decree or otherwise, including without limitation for any ofthe reasons described in the preceding sentence) of the Company’s obligation tomake any distribution or payment pursuant to any Senior Debt, except to theextent such diminution occurs by reason of the repayment (which has not beendisgorged or returned) of such Senior Debt in cash or Cash Equivalents, shallhave no force or effect for purposes of the subordination provisions containedin this Article X, with any turnover of payments as otherwise calculatedpursuant to this Article X to be made as if no such diminution had occurred.

(c)       Inthe event that, notwithstanding the foregoing, any payment or distribution ofassets of the Company of any kind or character, whether in cash, property orsecurities, shall be received by any Holder when such payment or distributionis prohibited by this Section 10.3, such payment or distribution shall be heldin trust for the benefit of, and shall be paid over or delivered to, theholders of Senior Debt (prorata to such holders on the basis ofthe respective amount of Senior Debt held by such holders) or their respectiveRepresentatives, or to the trustee or trustees under any indenture pursuant towhich any of such Senior Debt may have been issued, as their respectiveinterests may appear, for application to the payment of Senior Debt remainingunpaid until all such Senior Debt has been paid in full in cash or CashEquivalents, after giving effect to any concurrent payment, distribution orprovision therefor to or for the holders of such Senior Debt.

(d)       Theconsolidation of the Company with, or the merger of the Company with or into,another corporation, partnership, trust or limited liability company or theliquidation or dissolution of the Company following the conveyance or transferof all or substantially all of its assets, to another corporation, partnership,trust or limited liability company upon the terms and conditions provided inArticle V hereof and as long as permitted under the terms of the Senior Debtshall not be deemed a dissolution, winding-up, liquidation or reorganizationfor the purposes of this Section if such other corporation shall, as a part ofsuch consolidation, merger, conveyance or transfer, assume the Company’sobligations hereunder in accordance with Article V hereof.

SECTION 10.4          Payments May Be Paid Prior to Dissolution.

Nothing contained in this Article X or elsewhere inthis Indenture shall prevent (i) the Company, except under the conditionsdescribed in Sections 10.2 and 10.3, from making payments at any time for thepurpose of making payments of principal of and interest

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on the Obligations, or from depositing with the Trustee or any PayingAgent, any monies for such payments, or (ii) in the absence of actual knowledgeby the Trustee or any Paying Agent that a given payment would be prohibited bySection 10.2 or 10.3, the application by the Trustee and any Paying Agent ofany monies deposited with them for the purpose of making such payments ofprincipal of, and interest on, the Obligations to the Holders entitled theretounless at least one Business Day prior to the date upon which such paymentwould otherwise become due and payable Trustee and any Paying Agent shall haveactually received the written notice provided for in the first sentence ofSection 10.2(b) (provided that, notwithstanding the foregoing, theHolders receiving any payments made in contravention of Section 10.2 and/or10.3 (and the respective such payments) shall otherwise be subject to theprovisions of Section 10.2 and Section 10.3). The Company shall give promptwritten notice to the Trustee and any Paying Agent of any dissolution,winding-up, liquidation or reorganization of the Company, although any delay orfailure to give any such notice shall have no effect on the subordinationprovisions contained herein.

SECTION 10.5          Holders To Be Subrogated to Rights ofHolders of Senior Debt.

Subject to the payment in full in cash or CashEquivalents of all Senior Debt, the Holders shall be subrogated to the rightsof the holders of Senior Debt to receive payments or distributions of cash,property or securities of the Company applicable to the Senior Debt until theObligations shall be paid in full; and, for the purposes of such subrogation,no such payments or distributions to the holders of the Senior Debt by or onbehalf of the Company, or by or on behalf of the Holders by virtue of thisArticle X, which otherwise would have been made to the Holders shall, asbetween the Company and the Holders, be deemed to be a payment by the Companyto or on account of the Senior Debt, it being understood that the provisions ofthis Article X are and are intended solely for the purpose of defining therelative rights of the Holders, on the one hand, and the holders of SeniorDebt, on the other hand.

SECTION 10.6          Obligations of the Company Unconditional.

Nothing contained in this Article X or elsewhere inthis Indenture is intended to or shall impair, as among the Company, itscreditors other than the holders of Senior Debt, and the Holders, theobligation of the Company, which is absolute and unconditional, to pay to the Holdersthe principal of and any interest on the Obligations as and when the same shallbecome due and payable in accordance with their terms, or is intended to orshall affect the relative rights of the Holders and creditors of the Companyother than the holders of the Senior Debt, nor shall anything herein or thereinprevent any Holder or the Trustee on its behalf from exercising all remediesotherwise permitted by applicable law upon default under this Indenture,subject to the rights, if any, under this Article X, of the holders of SeniorDebt

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in respect of cash, property or securities of the Company received uponthe exercise of any such remedy.

SECTION 10.7          Reliance on Judicial Order or Certificateof Liquidating Agent.

Upon any payment or distribution of assets of theCompany referred to in this Article X, the Trustee, subject to the provisionsof Article VII hereof, and the Holders shall be entitled to rely upon any orderor decree made by any court of competent jurisdiction in which any insolvency, bankruptcy,receivership, dissolution, winding-up, liquidation, reorganization or similarcase or proceeding is pending, or upon a certificate of the receiver, trusteein bankruptcy, liquidating trustee, assignee for the benefit of creditors,agent or other person making such payment or distribution, delivered to theTrustee or the Holders, for the purpose of ascertaining the Persons entitled toparticipate in such payment or distribution, the holders of the Senior Debt andother Indebtedness of the Company, the amount thereof or payable thereon, theamount or amounts paid or distributed thereon and all other facts pertinentthereto or to this Article X.

SECTION 10.8                      SubordinationRights Not Impaired by Acts or Omissions of the Company or Holders of SeniorDebt.

No right of any present or future holders of anySenior Debt to enforce subordination as provided herein shall at any time inany way be prejudiced or impaired by any act or failure to act on the part ofthe Company or by any act or failure to act, in good faith, by any such holder,or by any noncompliance by the Company with the terms of this Indenture,regardless of any knowledge thereof which any such holder may have or otherwisebe charged with.

Without in any way limiting the generality of theforegoing paragraph, the holders of Senior Debt may, at any time and from timeto time, without the consent of or notice to the Trustee, without incurringresponsibility to the Trustee or the Holders and without impairing or releasingthe subordination provided in this Article X or the obligations hereunder ofthe Holders to the holders of the Senior Debt, do any one or more of thefollowing: (i) change the manner, place or terms of payment or extend the timeof payment of, or renew or alter, Senior Debt, or otherwise amend or supplementin any manner Senior Debt, or any instrument evidencing the same or anyagreement under which Senior Debt is outstanding; (ii) sell, exchange, releaseor otherwise deal with any property pledged, mortgaged or otherwise securing SeniorDebt; (iii) release any Person liable in any manner for the payment orcollection of Senior Debt; and (iv) exercise or refrain from exercising anyrights against the Company and any other Person.

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SECTION 10.9          Holders Authorize Trustee To Effectuate Subordinationof Obligations.

Each Holder authorizes and expressly directs theTrustee on its behalf to take such action as may be necessary or appropriate toeffectuate, as between the holders of Senior Debt and the Holders, thesubordination provided in this Article X, and appoints the Trustee itsattorney-in-fact for such purposes, including, in the event of any dissolution,winding-up, liquidation or reorganization of the Company (whether inbankruptcy, insolvency, receivership, reorganization or similar proceedings orupon an assignment for the benefit of credits or otherwise) tending towardsliquidation of the business and assets of the Company, the filing of a claimfor the unpaid balance of its Obligations and accrued interest in the formrequired in those proceedings.

If the Trustee does not file a proper claim or proofof debt in the form required in such proceeding prior to 30 days before theexpiration of the time to file such claim or claims, then the holders of theSenior Debt or their Representative are or is hereby authorized to have theright to file and are or is hereby authorized to file an appropriate claim forand on behalf of the Holders. Nothing herein contained shall be deemed toauthorize the Trustee or the holders of Senior Debt or their Representative toauthorize or consent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting theObligations or the rights of any Holder thereof, or to authorize the Trustee orthe holders of Senior Debt or their Representative to vote in respect of theclaim of any Holder in any such proceeding.

SECTION 10.10        Amendments or Modifications to Article X.

Notwithstanding anything to the contrary contained inthis Indenture, no amendment or modification to any provision of this Article Xor the related definitions used herein (other than to cure any ambiguity,defect, mistake or inconsistency herein, so long as such amendment ormodification does not adversely affect the rights of the holders of any SeniorDebt then outstanding) shall be permitted without the consent of the “RequiredLenders,” as such term is used in the Senior Credit Facility.

SECTION 10.11        Article X Not to Prevent Events of Default.

The failure to make a payment on account of principalof or interest on the securities by reason of any provision of this Article Xshall not be construed as preventing the occurrence of a Default or an Event ofDefault under Section 6.1.

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SECTION 10.12        No Fiduciary Duty of Trustee to Holders of SeniorDebt.

The Trustee shall not be deemed to owe any fiduciaryduty to the holders of Senior Debt, and shall not be liable to any such holdersif it shall in good faith mistakenly pay over or distribute to the Holders ofNotes or the Company or any other Person, cash, property or securities to whichany holders of Senior Debt shall be entitled by virtue of this Article X orotherwise. Nothing in this Section 10.12 shall affect the obligation of anyother such Person to hold such payment for the benefit of, and to pay suchpayment over to, the holders of Senior Debt or their Representative.

**ARTICLE XI**

**GUARANTEE**

SECTION 11.1          Unconditional Guarantee.

Each Guarantor hereby unconditionally, jointly andseverally, guarantees (each such guarantee to be referred to herein as a “Guarantee”),subject to Article XII, to each of the Holders and to the Trustee and theirrespective successors and assigns that (i) the principal of and interest on theNotes will be promptly paid in full when due, subject to any applicable graceperiod, whether at maturity, by acceleration or otherwise, and interest on theoverdue principal, if any, and interest on any interest, if any, to the extentlawful, of the Notes and all other obligations of the Company to the Holders orthe Trustee hereunder or thereunder will be promptly paid in full or performed,all in accordance with the terms hereof and thereof; and (ii) in case of anyextension of time of payment or renewal of any of the Notes or of any suchother obligations, the same will be promptly paid in full when due or performedin accordance with the terms of the extension or renewal, subject to anyapplicable grace period, whether at stated maturity, by acceleration orotherwise, subject, however, in the case of clauses (i) and (ii) above, to thelimitations set forth in Section 11.5. Each Guarantor hereby agrees that itsobligations hereunder shall be unconditional, irrespective of the validity,regularity or enforceability of the Notes or this Indenture, the absence of anyaction to enforce the same, any waiver or consent by any of the Holders withrespect to any provisions hereof or thereof, the recovery of any judgmentagainst the Company, any action to enforce the same or any other circumstancewhich might otherwise constitute a legal or equitable discharge or defense of aGuarantor. Each Guarantor hereby waives diligence, presentment, demand ofpayment, filing of claims with a court in the event of insolvency or bankruptcyof the Company, any right to require a proceeding first against the Company,protest, notice and all demands whatsoever and covenants that this Guaranteewill not be discharged except by complete performance of the obligationscontained in the Notes, this Indenture and in this Guarantee. If any Holder orthe Trustee is required by any court or otherwise to return to the Company, any

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Guarantor, or any custodian, trustee, liquidator or other similarofficial acting in relation to the Company or any Guarantor, any amount paid bythe Company or any Guarantor to the Trustee or such Holder, this Guarantee, tothe extent theretofore discharged, shall be reinstated in full force andeffect. Each Guarantor further agrees that, as between each Guarantor, on theone hand, and the Holders and the Trustee, on the other hand, (x) the maturityof the obligations guaranteed hereby may be accelerated as provided in ArticleVI for the purposes of this Guarantee, and (y) in the event of any accelerationof such obligations as provided in Article VI, such obligations (whether or notdue and payable) shall forthwith become due and payable by each Guarantor forthe purpose of this Guarantee.

SECTION 11.2          Subordination of Guarantee.

The obligations of each Guarantor to the Holders andto the Trustee pursuant to the Guarantee of such Guarantor and this Indentureare expressly subordinate and subject in right of payment to the prior paymentin full of all Guarantor Senior Debt of such Guarantor, to the extent and inthe manner provided in Article XII.

SECTION 11.3          Severability.

In case any provision of this Guarantee shall beinvalid, illegal or unenforceable, the validity, legality and enforceability ofthe remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.4          Release of a Guarantor.

Upon (i) the release by the lenders under the SeniorCredit Facility and related documents of all guarantees of a Guarantor and allLiens on the property and assets of such Guarantor relating to suchIndebtedness, (ii) the unconditional release of a Guarantor from its liability inrespect of the Indebtedness in connection with which such Guarantee wasexecuted and delivered in accordance with the first paragraph of Section 4.17,(iii) any sale or other disposition (by merger or otherwise) to any Personwhich is not a Restricted Subsidiary of the Company of all of the Company’sCapital Stock in, or all or substantially all of the assets of, a Guarantor; providedthat (a) such sale or disposition of such Capital Stock or assets is otherwisein compliance with the terms of this Indenture and (b) such assumption,guarantee or other liability of such Guarantor has been released by the holdersof the other Indebtedness of the Company so guaranteed, (iv) the LegalDefeasance of the Notes as described under Section 8.2, or (v) a Guarantor beingdesignated as an Unrestricted Subsidiary as described under the definition of “UnrestrictedSubsidiary,” such Guarantor shall be deemed released from all obligations underthis Article XI without any further action required on the part of the Trusteeor any Holder; provided that any such termination shall occur only tothe extent that all obligations of such Guarantor under all of its guaranteesof, and under all of its pledges of

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assets or other security interests which secure, such Indebtedness ofthe Company shall also terminate upon such release, sale or transfer.

The Trustee shall promptly deliver an appropriateinstrument evidencing such release upon receipt of a request by the Companyaccompanied by an Officers’ Certificate certifying as to the compliance withthis Section 11.4. Any Guarantor not so released remains liable for the fullamount of principal of and interest on the Notes as provided in this ArticleXI.

SECTION 11.5          Limitation of Guarantor’s Liability.

Each Guarantor and by its acceptance hereof each ofthe Holders hereby confirm that it is the intention of all such parties thatthe guarantee by such Guarantor pursuant to its Guarantee not constitute afraudulent transfer or conveyance for purposes of any Bankruptcy Law, theUniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or anysimilar Federal or state law. To effectuate the foregoing intention, theHolders and such Guarantor hereby irrevocably agree that the obligations ofsuch Guarantor under the Guarantee shall be limited to the maximum amount aswill, after giving effect to all other contingent and fixed liabilities of suchGuarantor (including, but not limited to, the Guarantor Senior Debt of suchGuarantor) and after giving effect to any collections from or payments made byor on behalf of any other Guarantor in respect of the obligations of such otherGuarantor under its Guarantee or pursuant to Section 11.7, result in theobligations of such Guarantor under the Guarantee not constituting suchfraudulent transfer or conveyance.

SECTION 11.6          Consolidation, Merger and Sale of Assets.

Upon any consolidation, merger, sale or conveyance ofa Guarantor as permitted by Article V, the Guarantee of such Guarantor setforth in this Article XI, and the due and punctual performance and observanceof all of the covenants and conditions of this Indenture to be performed bysuch Guarantor, shall be expressly assumed (in the event that the Company, theGuarantor or another Guarantor is not the surviving corporation in the merger),by an agreement or supplemental indenture reasonably satisfactory in form tothe Trustee, executed and delivered to the Trustee, by the corporation formedby such consolidation, or into which the Guarantor shall have merged, or by thecorporation that shall have acquired such property. In the case of any suchconsolidation, merger, sale or conveyance and upon the assumption by thesuccessor corporation, by an agreement or supplemental indenture executed anddelivered to the Trustee and satisfactory in form and substance to the Trusteeof the due and punctual performance of all of the covenants and conditions ofthis Indenture to be performed by the Guarantor, such successor corporationshall succeed to and be substituted for the Guarantor with the same effect asif it had been named herein as a Guarantor.

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SECTION 11.7          Contribution.

In order to provide for just and equitablecontribution among the Guarantors, the Guarantors agree, interse,that in the event any payment or distribution is made by any Guarantor (a “FundingGuarantor”) under its Guarantee, such Funding Guarantor shall be entitled to acontribution from all other Guarantors in a prorata amount basedon the Adjusted Net Assets of each Guarantor (including the Funding Guarantor)for all payments, damages and expenses incurred by that Funding Guarantor indischarging the Company’s obligations with respect to the Obligations. “AdjustedNet Assets” of such Guarantor at any date shall mean the lesser of (x) theamount by which the fair value of the property of such Guarantor exceeds thetotal amount of liabilities, including, without limitation, contingentliabilities (after giving effect to all other fixed and contingent liabilitiesincurred or assumed on such date (other than liabilities of such Guarantorunder Subordinated Obligation)), but excluding liabilities under the Guarantee,of such Guarantor at such date and (y) the amount by which the present fairsalable value of the assets of such Guarantor at such date exceeds the amountthat will be required to pay the probable liabilities of such Guarantor on itsdebts including, without limitation, Guarantor Senior Debt (after giving effectto all other fixed and contingent liabilities incurred or assumed on such dateand after giving effect to any collection from any Subsidiary of such Guarantorin respect of the obligations of such Subsidiary under the Guarantee),excluding debt in respect of the Guarantee of such Guarantor, as they becomeabsolute and matured.

SECTION 11.8          Waiver of Subrogation.

Each Guarantor hereby irrevocably waives any claim orother rights which it may now or hereafter acquire against the Company thatarise from the existence, payment, performance or enforcement of such Guarantor’sobligations under its Guarantee and this Indenture, including, withoutlimitation, any right of subrogation, reimbursement, exoneration,indemnification, and any right to participate in any claim or remedy of anyHolder against the Company, whether or not such claim, remedy or right arisesin equity, or under contract, statute or common law, including, withoutlimitation, the right to take or receive from the Company, directly orindirectly, in cash or other property or by set-off or in any other manner,payment or security on account of such claim or other rights. If any amountshall be paid to any Guarantor in violation of the preceding sentence and theNotes shall not have been paid in full, such amount shall be deemed to havebeen paid to such Guarantor for the benefit of, and held in trust for thebenefit of, the Holders, and shall, subject to the provisions of Article X,Section 1 1.2 and Article XII, forthwith be paid to the Trustee for the benefitof such Holders to be credited and applied upon the Notes, whether matured orunmatured, in accordance with the terms of this Indenture. Each Guarantoracknowledges that it will receive direct and indirect benefits from thefinancing arrangements contemplated by

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this Indenture and that the waiver set forth in this Section 11.8 isknowingly made in contemplation of such benefits.

SECTION 11.9          Evidence of Guarantee.

To evidence their guarantees to the Holders set forthin this Article XI, each of the Guarantors hereby agrees to execute thenotation of Guarantee in substantially the form included in Exhibit E.Each such notation of Guarantee shall be signed on behalf of each Guarantor byan Officer or an assistant Secretary.

SECTION 11.10        Waiver of Stay, Extension or Usury Laws.

Each Guarantor covenants that it will not at any timeinsist upon, plead, or in any manner whatsoever claim or take the benefit oradvantage of, any stay or extension law or any usury law or other law thatwould prohibit or forgive such Guarantor from performing its Guarantee ascontemplated herein, wherever enacted, now or at any time hereafter in force,or which may affect the covenants or the performance of this Indenture; andeach Guarantor hereby expressly waives all benefit or advantage of any suchlaw, and covenants that it will not hinder, delay or impede the execution of anypower herein granted to the Trustee, but will suffer and permit the executionof every such power as though no such law had been enacted.

**ARTICLE XII**

**SUBORDINATION OF GUARANTEE OBLIGATIONS**

SECTION 12.1          Guarantee Obligations Subordinated toGuarantor Senior Debt.

Anything herein to the contrary notwithstanding, eachof the Guarantors, for itself and its successors, and each Holder by hisacceptance of Notes agrees that the payment of all Guarantee Obligations ofsuch Guarantor are subordinated, to the extent and in the manner provided inthis Article XII, to the prior payment in full in cash or Cash Equivalents, orsuch payment duly provided for to the satisfaction of the holders of GuarantorSenior Debt, of all Guarantor Senior Debt Obligations of such Guarantor(including Guarantor Senior Debt Obligations with respect to the Senior CreditFacility, whether outstanding on the Issue Date or thereafter incurred).

This Article XII shall constitute a continuing offerto all Persons who become holders of, or continue to hold, Guarantor SeniorDebt, and such provisions are made for the

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benefit of the holders of Guarantor Senior Debt and such holders aremade obligees hereunder and any one or more of them may enforce suchprovisions.

SECTION 12.2          Suspension of Guarantee Obligations WhenGuarantor Senior Debt Is in Default.

(a)       Ifany default occurs and is continuing in the payment when due, whether atmaturity, upon any redemption, by declaration or otherwise, of any principalof, interest on, unpaid drawings for letters of credit issued in respect of, orregularly accruing fees with respect to, any Guarantor Senior Debt (including,without limitation, guarantees of the foregoing items which constituteGuarantor Senior Debt), then no payment or distribution of any kind orcharacter shall be made by or on behalf of such Guarantor or any other Personon its or their behalf with respect to any Guarantee Obligations or to acquireany of the Notes for cash or property or otherwise until such Payment Default(and all other Payment Defaults) shall have been cured or waived in accordancewith the terms of the documentation governing the respective Guarantor SeniorDebt or ceased to exist or all Guarantor Senior Debt with respect to which anyPayment Default has occurred and is continuing shall have been discharged orpaid in full in cash or Cash Equivalents.

(b)       Duringany Payment Blockage Period (as determined in accordance with Section 10.2(b),including the limitations set forth therein), neither any Guarantor nor anyother Person on any Guarantor’s behalf shall (i) make any payment of any kindor character with respect to any Guarantee Obligations or (ii) acquire any ofthe Notes for cash or property or otherwise.

(c)       Inthe event that, notwithstanding the foregoing, any payment shall be received bythe Trustee, any Paying Agent or any Holder when such payment is prohibited bythe foregoing provisions of this Section 12.2, such payment shall be held intrust for the benefit of, and shall be paid over or delivered to, the holdersof Guarantor Senior Debt (prorata****to such holders on the basis of the respective amount ofGuarantor Senior Debt held by such holders) or their respectiveRepresentatives, as their respective interests may appear. The Trustee and anyPaying Agent shall be entitled to rely on information regarding amounts thendue and owing on the Guarantor Senior Debt, if any, received from the holdersof Guarantor Senior Debt (or their Representatives) or, if such information isnot received from such holders or their Representatives, from a Guarantor andonly amounts included in the information provided to the Trustee and any PayingAgent shall be paid to the holders of Guarantor Senior Debt.

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SECTION 12.3                      GuaranteeObligations Subordinated to Prior Payment of All Guarantor Senior Debt onDissolution, Liquidation or Reorganization of Such Guarantor.

(a)       Uponany payment or distribution of assets of any Guarantor of any kind orcharacter, whether in cash, property or securities, to creditors upon any totalor partial liquidation, dissolution, winding-up, reorganization, assignment forthe benefit of creditors or marshaling of assets of such Guarantor or in abankruptcy, reorganization, insolvency, receivership or other similarproceeding relating to such Guarantor or its property, whether voluntary orinvoluntary, all Guarantor Senior Debt Obligations due or to become due shallfirst be paid in full in cash or Cash Equivalents, or such payment dulyprovided for to the satisfaction of the holders of Guarantor Senior Debt,before the Holders shall be entitled to receive any payment or distribution ofany kind or character on account of any Guarantee Obligations or for theacquisition of any of the Notes for cash or property or otherwise. Upon anysuch dissolution, winding-up, liquidation, reorganization, receivership orsimilar proceeding, any payment or distribution of assets of such Guarantor ofany kind or character, whether in cash, property or securities, to which theHolders or the Trustee would be entitled, except for the provisions hereof,shall be paid by such Guarantor or by any receiver, trustee in bankruptcy,liquidating trustee, agent or other Person making such payment or distribution,or by the Holders or by the Trustee if received by them, directly to the holdersof Guarantor Senior Debt (prorata to such holders on the basisof the respective amounts of Guarantor Senior Debt held by such holders) ortheir respective Representatives, or to the trustee or trustees under anyindenture pursuant to which any of such Guarantor Senior Debt may have beenissued, as their respective interests may appear, for application to thepayment of Guarantor Senior Debt remaining unpaid until all such GuarantorSenior Debt has been paid in full in cash or Cash Equivalents after givingeffect to any concurrent payment, distribution or provision therefor to or forthe holders of Guarantor Senior Debt.

(b)       Tothe extent any payment of Guarantor Senior Debt (whether by or on behalf of aGuarantor, as proceeds of security or enforcement of any right of setoff orotherwise) is declared to be fraudulent or preferential, set aside or requiredto be paid to any receiver, trustee in bankruptcy, liquidating trustee, agentor other similar Person under any bankruptcy, insolvency, receivership, fraudulentconveyance or similar law, then, if such payment is recovered by, or paid overto, such receiver, trustee in bankruptcy, liquidating trustee, agent or othersimilar Person, the Guarantor Senior Debt or part thereof originally intendedto be satisfied shall be deemed to be reinstated and outstanding as if suchpayment had not occurred.

It is further agreed that any diminution (whetherpursuant to court decree or otherwise, including without limitation for any ofthe reasons described in the preceding sentence) of any Guarantor’s obligationto make any distribution or payment pursuant to any

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Guarantor Senior Debt, except to the extent such diminution occurs byreason of the repayment (which has not been disgorged or returned) of suchGuarantor Senior Debt in cash or Cash Equivalents, shall have no force oreffect for purposes of the subordination provisions contained in this ArticleXII, with any turnover of payments as otherwise calculated pursuant to thisArticle XII to be made as if no such diminution had occurred.

(c)       Inthe event that, notwithstanding the foregoing, any payment or distribution ofassets of any Guarantor of any kind or character, whether in cash, property orsecurities, shall be received by any Holder when such payment or distributionis prohibited by this Section 12.3, such payment or distribution shall be heldin trust for the benefit of, and shall be paid over or delivered to, theholders of Guarantor Senior Debt (pro rata to such holders on the basis of therespective amount of Guarantor Senior Debt held by such holders) or theirrespective Representatives, or to the trustee or trustees under any indenturepursuant to which any of such Guarantor Senior Debt may have been issued, astheir respective interests may appear, for application to the payment ofGuarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt hasbeen paid in full in cash or Cash Equivalents, after giving effect to anyconcurrent payment, distribution or provision therefor to or for the holders ofsuch Guarantor Senior Debt.

(d)       Theconsolidation of any Guarantor with, or the merger of any Guarantor with orinto, another corporation or the liquidation or dissolution of a Guarantorfollowing the conveyance or transfer of all or substantially all of its assets,to another corporation upon the terms and conditions provided in Article V and aslong as permitted under the terms of the Guarantor Senior Debt shall not bedeemed a dissolution, winding-up, liquidation or reorganization for thepurposes of this Section if such other corporation shall, as a part of suchconsolidation, merger, conveyance or transfer, assume the Guarantee of suchGuarantor hereunder in accordance with Article V.

SECTION 12.4          Payments May Be Paid Prior to Dissolution.

Nothing contained in thisArticle XI1 or elsewhere in this Indenture shall prevent (i) anyGuarantor, except under the conditions described in Sections 12.2 and 12.3,from making payments at any time for the purpose of making payments onGuarantee Obligations, or from depositing with the Trustee or any Paying Agent,any monies for such payments, or (ii) in the absence of actual knowledge by theTrustee or any Paying Agent that a given payment would be prohibited by Section12.2 or 12.3, the application by the Trustee and any Paying Agent of any moniesdeposited with them for the purpose of making such payments on GuaranteeObligations to the Holders entitled thereto unless at least one Business Dayprior to the date upon which such payment would otherwise become due andpayable the Trustee and any Paying Agent shall have actually received thewritten notice provided for in the first sentence of Section 10.2(b) (providedthat, notwithstanding the foregoing, the Holders

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receiving any payments made in contravention of Sections 12.2 and/or12.3 (and the respective such payments) shall otherwise be subject to the provisionsof Section 12.2 and Section 12.3). Each Guarantor shall give prompt writtennotice to the Trustee and any Paying Agent of any dissolution, winding-up,liquidation or reorganization of such Guarantor, although any delay or failureto give any such notice shall have no effect on the subordination provisionscontained herein.

SECTION 12.5          Holders To Be Subrogated to Rights ofLenders of Guarantor Senior Debt.

Subject to the payment in full in cash or CashEquivalents of all Guarantor Senior Debt, the Holders shall be subrogated tothe rights of the holders of Guarantor Senior Debt of such Guarantor to receivepayments or distributions of cash, property or securities of such Guarantorapplicable to such Guarantor Senior Debt until all amounts owing on or inrespect of the Guarantee Obligations shall be paid in full; and, for thepurposes of such subrogation, no such payments or distributions to the holdersof such Guarantor Senior Debt by or on behalf of such Guarantor, or by or onbehalf of the Holders by virtue of this Article XII, which otherwise would havebeen made to the Holders shall, as between such Guarantor and the Holders, bedeemed to be a payment by such Guarantor to or on account of such GuarantorSenior Debt, it being understood that the provisions of this Article XII areand are intended solely for the purpose of defining the relative rights of theHolders, on the one hand, and the holders of Guarantor Senior Debt, on theother hand.

SECTION 12.6          Guarantee Obligations of the GuarantorsUnconditional.

Nothing contained in this Article XII or elsewhere inthis Indenture or in the Guarantees is intended to or shall impair, as amongthe Guarantors, their creditors other than the holders of Guarantor SeniorDebt, and the Holders, the obligation of the Guarantors, which is absolute andunconditional, to pay to the Holders all amounts due and payable under theGuarantees as and when the same shall become due and payable in accordance withtheir terms, or is intended to or shall affect the relative rights of theHolders and creditors of the Guarantors other than the holders of the GuarantorSenior Debt, nor shall anything herein or therein prevent any Holder or theTrustee on its behalf from exercising all remedies otherwise permitted byapplicable law upon default under this Indenture, subject to the rights, ifany, under this Article XII of the holders of Guarantor Senior Debt in respectof cash, property or securities of the Guarantors received upon the exercise ofany such remedy.

SECTION 12.7          Reliance on Judicial Order or Certificateof Liquidating Agent.

Upon any payment or distribution of assets of aGuarantor referred to in this Article XII, the Trustee, subject to theprovisions of Article VII hereof, and the Holders shall

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be entitled to rely upon any order or decree made by any court ofcompetent jurisdiction in which any insolvency, bankruptcy, receivership,dissolution, winding-up, liquidation, reorganization or similar case orproceeding is pending, or upon a certificate of the trustee in bankruptcy,liquidating trustee, receiver, assignee for the benefit of creditors, agent orother person making such payment or distribution, delivered to the Trustee orthe Holders, for the purpose of ascertaining the Persons entitled toparticipate in such payment or distribution, the holders of the GuarantorSenior Debt and other Indebtedness of such Guarantor, the amount thereof orpayable thereon, the amount or amounts paid or distributed thereon and allother facts pertinent thereto or to this Article XII.

SECTION 12.8                      SubordinationRights Not Impaired by Acts or Omissions of the Guarantors or Lenders ofGuarantor Senior Debt.

No right of any present or future holders of anyGuarantor Senior Debt to enforce subordination as provided herein shall at anytime in any way be prejudiced or impaired by any act or failure to act on thepart of any Guarantor or by any act or failure to act, in good faith, by anysuch holder, or by any noncompliance by any Guarantor with the terms of thisIndenture, regardless of any knowledge thereof which any such holder may haveor otherwise be charged with.

Without in any way limiting the generality of theforegoing paragraph, the holders of Guarantor Senior Debt may, at any time andfrom time to time, without the consent of or notice to the Trustee, withoutincurring responsibility to the Trustee or the Holders and without impairing orreleasing the subordination provided in this Article XII or the obligationshereunder of the Holders to the holders of Guarantor Senior Debt, do any one ormore of the following: (i) change the manner, place or terms of payment orextend the time of payment of, or renew or alter, Guarantor Senior Debt, orotherwise amend or supplement in any manner Guarantor Senior Debt, or anyinstrument evidencing the same or any agreement under which Guarantor SeniorDebt is outstanding; (ii) sell, exchange, release or otherwise deal with anyproperty pledged, mortgaged or otherwise securing Guarantor Senior Debt; (iii)release any Person liable in any manner for the payment or collection ofGuarantor Senior Debt; and (iv) exercise or refrain from exercising any rightsagainst the Guarantors and any other Person.

SECTION 12.9                      HoldersAuthorize Trustee To Effectuate Subordination of Guarantee Obligations.

Each Holder, by its acceptance of the GuaranteeObligations, authorizes and expressly directs the Trustee on its behalf to takesuch action as may be necessary or appropriate to effectuate, as between theholders of Guarantor Senior Debt and the Holders, the subordination provided inthis Article XII, and appoints the Trustee its attorney-in-fact for suchpurposes, including, in the event of any dissolution, winding-up, liquidationor reorganization of any Guarantor (whether in bankruptcy, insolvency,receivership,

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reorganization or similar proceedings or upon an assignment for thebenefit of credits or otherwise) tending towards liquidation of the businessand assets of any Guarantor, the filing of a claim for the unpaid balance underits Guarantee Obligations and accrued interest in the form required in thoseproceedings.

If the Trustee does not file a proper claim or proofof debt in the form required in such proceeding prior to 30 days before theexpiration of the time to file such claim or claims, then the holders of theGuarantor Senior Debt or their Representative are or is hereby authorized tohave the right to file and are or is hereby authorized to file an appropriateclaim for and on behalf of the Holders. Nothing herein contained shall bedeemed to authorize the Trustee or the holders of Guarantor Senior Debt ortheir Representative to authorize or consent to or accept or adopt on behalf ofany Holder any plan of reorganization, arrangement, adjustment or compositionaffecting the Guarantee Obligations or the rights of any Holder, or toauthorize the Trustee or the holders of Guarantor Senior Debt or theirRepresentative to vote in respect of the claim of any Holder in any suchproceeding.

SECTION 12.10        This Article XII Not To Prevent Events ofDefault.

The failure to make a payment on account of principalof or interest on the Guarantee Obligations by reason of any provision of thisArticle XII will not be construed as preventing the occurrence of an Event ofDefault.

SECTION 12.11        Amendments or Modifications to Article XII.

Notwithstanding anything to the contrary contained inthis Indenture, no amendment or modification to any provision of this ArticleXII or the related definitions used herein (other than to cure any ambiguity,defect, mistake or inconsistency herein, so long as such amendment ormodification does not adversely affect the rights of the holders of anyGuarantor Senior Debt then outstanding) shall be permitted without the consentof the “Required Lenders,” as such term is used in the Senior Credit Facility.

SECTION 12.12        No Fiduciary Duty of Trustee to Holders ofSenior Debt.

The Trustee shall not be deemed to owe any fiduciaryduty to the holders of Guarantor Senior Debt, and shall not be liable to anysuch holders if it shall in good faith mistakenly pay over or distribute to theHolders of Notes or the Company or any other Person, cash, property orsecurities to which any holders of Guarantor Senior Debt shall be entitled byvirtue of this Article XII or otherwise. Nothing in this Section 12.12 shallaffect the obligation of any other such Person to hold such payment for thebenefit of, and to pay such payment over to, the holders of Guarantor SeniorDebt or their Representative.

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**ARTICLE XIII**

**MISCELLANEOUS**

SECTION 13.1          Trust Indenture Act Controls.

The provisions of TIA §§310 through 317 that imposeduties on any Person (including the provisions automatically deemed includedunless expressly excluded by this Indenture) are a part of and govern thisIndenture, whether or not physically contained herein.

If any provision of this Indenture limits, qualifiesor conflicts with the duties imposed by the above paragraph, the imposed dutiesshall control.

SECTION 13.2          Notices.

Any notice or communication shall be sufficientlygiven if in writing and delivered in Person or mailed by first-class mail or bytelecopier, followed by first-class mail, or by overnight service guaranteeingnext-day delivery, addressed as follows:

(a)       ifto the Company or any Guarantor:

c/o Vertis, Inc. 250 W. Pratt Street 18th Floor Baltimore, MD 21201 Attention: Chief Financial OfficerTelecopier Number: (410) 528-9287

with a copy to:

Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attention: Robert E. Buckholz, Jr., Esq. Telecopier Number: (212) 558-3588

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(b)       ifto the Trustee:

The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Corporate Trust Administration Telecopier Number: (212) 815-5704

The Company or the Trustee by notice to the other maydesignate additional or different addresses for subsequent notices orcommunications.

Any notice or communication mailed to aSecurityholder, including any notice delivered in connection with TIA §**310(b), TIA § 313(c), TIA §**314(a) and TIA §**315(b), shall be mailed to such Holder, first-classpostage prepaid, at his address as it appears on the registration books of theRegistrar and shall be sufficiently given to such Holder if so mailed withinthe time prescribed.

Failure to mail a notice or communication to aSecurityholder or any defect in it shall not affect its sufficiency withrespect to other Securityholders. Except for a notice to the Trustee, which isdeemed given only when received, if a notice or communication is mailed in themanner provided above, it is duly given, whether or not the addressee receivesit.

SECTION 13.3          Communications by Holders with OtherHolders.

Securityholders may communicate pursuant to TIA §**312(b) with other Securityholders withrespect to their rights under this Indenture, the Notes or the Guarantees. TheCompany, the Guarantors, the Trustee, the Registrar and any other Person shallhave the protection of TIA § 312(c).

SECTION 13.4          Certificate and Opinion of Counsel as toConditions Precedent.

Upon any request or application by the Company to the Trusteeto take any action under this Indenture, the Company shall furnish to theTrustee at the request of the Trustee (a) an Officers’ Certificate in form andsubstance reasonably satisfactory to the Trustee stating that, in the opinionof the signers, all conditions precedent, if any, provided for in thisIndenture relating to the proposed action have been complied with (whichofficer signing such certificate may rely, as to matters of law, on an Opinionof Counsel), (b) an Opinion of Counsel in form and substance reasonablysatisfactory to the Trustee stating that, in the opinion of counsel, all suchconditions have been complied with (which counsel, as to factual matters, mayrely on an Officers’ Certificate and certificates of public officials) and

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(c) where applicable, a certificate or opinion by an independentcertified public accountant satisfactory to the Trustee that complies with TIA§ 314(c).

SECTION 13.5                            Statements Required inCertificate and Opinion of Counsel.

Each certificate and Opinion of Counsel with respectto compliance with a condition or covenant provided for in this Indenture shallinclude:

(a)  a statement that the Person making suchcertificate or rendering such Opinion of Counsel has read such covenant orcondition;

(b)  a brief statement as to the nature andscope of the examination or investigation upon which the statements containedin such certificate or Opinion of Counsel are based;

(c)  a statement that, in the opinion ofsuch Person, he has made such examination or investigation as is necessary toenable him to express an informed opinion as to whether or not such covenant orcondition has been complied with; and

(d)  a statement as to whether or not, inthe opinion of such Person, such condition or covenant has been complied with.

SECTION 13.6          Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules in accordancewith the Trustee’s customary practices for action by or at a meeting ofSecurityholders. The Paying Agent or Registrar may make reasonable rules forits functions.

SECTION 13.7          Legal Holidays.

If a payment date is a Legal Holiday at a place ofpayment, payment may be made at that place on the next succeeding day that isnot a Legal Holiday, and no interest shall accrue for the intervening period.

**SECTION 13.8****        Governing Law.**

**THE LAWS OF THE STATE OF NEW YORKSHALL GOVERN THIS INDENTURE AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAW. THE COMPANY AGREES TO SUBMIT TO THE JURISDICTION OF THECOURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF ORRELATING TO THIS INDENTURE OR THE SECURITIES.**

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SECTION 13.9          No Recourse Against Others.

No past, present or future director, officer,employee, incorporator or stockholder of the Company or any Guarantor, as such,shall have any liability for any obligations of the Company or any Guarantorunder the Notes, the Guarantees or this Indenture or for any claim based on, inrespect of, or by reason of, such obligations or their creation. Each Holder byaccepting a Note waives and releases all such liability. The waiver and releaseare part of the consideration for issuance of the Notes and the Guarantees.

SECTION 13.10        Successors.

All agreements of the Company and the Guarantors inthis Indenture, the Notes and the Guarantees shall bind their respectivesuccessors. All agreements of the Trustee in this Indenture shall bind itssuccessor.

SECTION 13.1 1       Counterparts.

The parties may sign any number of counterparts ofthis Indenture. Each such counterpart shall be an original, but all of themtogether represent the same agreement.

SECTION 13.12        Severability.

In case any provision in this Indenture, the Notes orthe Guarantees shall be invalid, illegal or unenforceable, the validity,legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby, and a Holder shall have no claim therefor againstany party hereto.

SECTION 13.13        Table of Contents, Headings, Etc.

The table of contents, cross-reference sheet andheadings of the Articles and Sections of this Indenture have been inserted forconvenience of reference only, and are not to be considered a part hereof, andshall in no way modify or restrict any of the terms or provisions hereof.

SECTION 13.14        No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret anotherindenture, loan or debt agreement of the Company or any of its Subsidiaries.Any such indenture, loan or debt agreement may not be used to interpret thisIndenture.

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SECTION 13.15        Benefits of Indenture.

Nothing in this Indenture, the Notes or theGuarantees, express or implied, shall give to any Person, other than theparties hereto and their successors hereunder and the Holders, any benefit orany legal or equitable right, remedy or claim under this Indenture, the Notesor the Guarantees.

SECTION 13.16        Independence of Covenants.

All covenants and agreements in this Indenture shallbe given independent effect so that if any particular action or condition isnot permitted by any of such covenants, the fact that it would be permitted byan exception to, or otherwise be within the limitations of, another covenantshall not avoid the occurrence of a Default or an Event of Default if suchaction is taken or condition exists.

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IN WITNESS WHEREOF, the parties hereto have causedthis Indenture to be duly executed as of the date first written above.
|        | VERTIS, INC.,           |
|--------|-------------------------|
|   | as Issuer               |
|   |                    |
|   |                    |
|   | By:                     | /s/ John V. Howard, Jr. |   |
|   |                    | Name: | John V. Howard, Jr. |
|   |                    | Title: | Sr. V.P. |
|   |                    |   |   |
|   |                    |   |   |
|   | THE BANK OF NEW YORK,   |
|   | as Trustee              |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     |   |   |
|   |                    | Name: |   |
|   |                    | Title: |   |
|   |                    |   |   |
|   |                    |   |   |
|   | SUBSIDIARY GUARANTORS:  |
|   |                    |   |   |
|   |                    |   |   |
|   | PRINTCO., INC.          |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/ John V. Howard, Jr. |   |
|   |                    | Name: | John V. Howard, Jr. |
|   |                    | Title: | Sr. V.P. |
|   |                    |   |   |
|   |                    |   |   |
|   | WEBCRAFT, LLC           |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/ John V. Howard, Jr. |   |
|   |                    | Name: | John V. Howard, Jr. |
|   |                    | Title: | Sr. V.P. |
|   |                    |   |   |
|   |                    |   |   |
|   | WEBCRAFT CHEMICALS, LLC |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/ John V. Howard, Jr. |   |
|   |                    | Name: | John V. Howard, Jr. |
|   |                    | Title: | Sr. V.P. |
|        |                         |  |  |  |

 

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|        | ENTERON GROUP, LLC                 |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ John V. Howard, Jr. |   |
|   |                               | Name: | John V. Howard, Jr. |
|   |                               | Title: | Sr. V.P. |
|   |                               |   |   |
|   |                               |   |   |
|   | BIG FLOWER DIGITAL SERVICES        |
|   | (DELAWARE), INC.                   |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ John V. Howard, Jr. |
|   |                               | Name: | John V. Howard, Jr. |   |
|   |                               | Title: | Sr. V.P. |
|   |                               |   |   |
|   |                               |   |   |
|   | BIG FLOWER DIGITAL LLC             |
|   |                               |   |   |
|   | By:                                | BIG FLOWER DIGITAL SERVICES |
|   | (DELAWARE), INC.                   |
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ John V. Howard Jr. |   |
|   |                               | Name: | John V. Howard, Jr. |
|   |                               | Title: | Sr. V.P. |
|   |                               |   |   |
|   | Notice Address for all Guarantors: |
|   |                               |   |   |
|   |                               | Vertis, Inc. |
|   |                               | 250 W. Pratt Street |
|   |                               | 18th Floor |
|   |                               | Baltimore, MD 21201 |
|   |                               | Attention: | Chief Financial |
|   |                               |   | Officer |
|   |                               | Telephone: | (410) 528-9800 |
|   |                               | Telecopy: | (410) 528-9287 |
|   |                               |   |
|        |                                    |  |  |  |  |

 

----

IN WITNESS WHEREOF, the parties hereto have causedthis Indenture to be duly executed as of the date first written above.
|        | VERTIS, INC.,           |
|--------|-------------------------|
|   | as Issuer               |
|   |                    |
|   |                    |
|   | By:                     |   |   |
|   |                    | Name: |   |
|   |                    | Title: |   |
|   |                    |   |   |
|   |                    |   |   |
|   | THE BANK OF NEW YORK,   |
|   | as Trustee              |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/ Geovanni Barris |   |
|   |                    | Name: | GEOVANNI BARRIS |
|   |                    | Title: | VICE PRESIDENT |
|   |                    |   |   |
|   |                    |   |   |
|   | SUBSIDIARY GUARANTORS:  |
|   |                    |   |   |
|   |                    |   |   |
|   | PRINTCO., INC.          |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     |   |   |
|   |                    | Name: |   |
|   |                    | Title: |   |
|   |                    |   |   |
|   |                    |   |   |
|   | WEBCRAFT, LLC           |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     |   |   |
|   |                    | Name: |   |
|   |                    | Title: |   |
|   |                    |   |   |
|   |                    |   |   |
|   | WEBCRAFT CHEMICALS, LLC |
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     |   |   |
|   |                    | Name: |   |
|   |                    | Title: |   |
|        |                         |  |  |  |

 

----

**EXHIBIT A-1**

**[FORM OF SERIES A SECURITY]**

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT ORBENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER (ASDEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON ANDIS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED INRULE 501(a)(l), (2),(3) OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITEDINVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINALISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO AQUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIESACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCHTRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TOTHE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTSRELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICHLETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THEUNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THESECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATIONPROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) (F) IN ACCORDANCEWITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT(AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTIONWITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCEOF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THEHOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANYSUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAYREASONABLY

A-1-1

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REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO ANEXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORETRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEMBY REGULATION S UNDER THE SECURITIES ACT.

A-1-2

----

 
| No. |   | $[     ] |
|-----|--------|-----------------------------------|

**VERTIS, INC.**

**131⁄2%**SENIOR SUBORDINATED NOTEDUE 2009

VERTIS, INC. promises to pay to        orregistered assigns the principal sum of [        ]Dollars on December 7, 2009.

Interest Payment Dates: June 1 and December 1

Record Dates: May 15 and November 15
|        |   | By:    |                  |
|--------|--------|--------|-----------------------|
|   |   |   | Authorized  Signature |
|   |   |   |                  |
|   |   |   |                  |
|   |   | By:    |                  |
|   |   |   | Authorized  Signature |

 

Dated:[            ],2003

CERTIFICATE OF AUTHENTICATION

This is one of the 131⁄2% Senior Subordinated Notes due 2009 referred to in thewithin-mentioned Indenture.
|        |   | THE BANK OF NEW YORK, |
|--------|--------|-----------------------|
|   |   | as Trustee            |
|   |   |                  |   |
|   |   |                  |   |
|   |   | By:                   |   |
|   |   |                  | Authorized  Signatory |

 

A-1-3

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(REVERSE O FSECURITY)

**131⁄2% SENIOR SUBORDINATED NOTE DUE 2009**

1.         Interest.VERTIS, INC., a Delaware corporation (the “Company”, which term shall includeany successor thereto in accordance with the Indenture), promises to pay, untilthe principal hereof is paid or made available for payment, interest (includingany Accrued Bankruptcy Interest) on the principal amount set forth on thereverse side hereof at a rate of 131⁄2%perannum. Interest on the Notes will accrue from and includingthe most recent date to which interest has been paid or, if no interest hasbeen paid, from and including the date of issuance of such Notes through butexcluding the date on which interest is paid. Interest shall be payable inarrears on June 1 and December 1 (each an “Interest Payment Date”). Interestwill be computed on the basis of a 360-day year of twelve full 30-day months.

To the extent a Note is issued for original issueafter February 28, 2003, the Holder of such Note is hereby obligated uponoriginal issuance of such Note to pay the Company in U.S. Legal Tender theamount of accrued and unpaid interest on such Note from the later of February28, 2003 or the most recently completed Interest Payment Date to the date oforiginal issuance of such Note.

2.         Methodof Payment. The Company will pay interest on the Notes (except defaultedinterest) to the Persons who are registered Holders of Notes at the close ofbusiness on the May 15 or November 15 immediately preceding the InterestPayment Date. Holders must surrender Notes to a Paying Agent to collectprincipal payments. The Company will pay principal, premium, if any, andinterest in money of the United States that at the time of payment is legaltender for payment of public and private debts. At the Company’s option,interest may be paid by check mailed to the registered address of the Holder ofthis Note.

3.         PayingAgent and Registrar. Initially, The Bank of New York (the “Trustee”) willact as Paying Agent and Registrar. The Company may change any Paying Agent,Registrar or co-Registrar without notice.

4.         Indenture.The Company issued the Notes under an Indenture dated as of February 28, 2003(the “Indenture”) among the Company, the Guarantors and the Trustee. This Noteis one of an issue of Notes of the Company issued under the Indenture. Theterms of the Notes include those stated in the Indenture and those made part ofthe Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as amended from timeto time. The Notes are subject to all such terms, and Securityholders arereferred to the Indenture and such Act for a statement of them. Capitalizedterms used herein and not otherwise defined have the meanings set forth in theIndenture. The Notes are general unsecured obligations of the Company limitedin aggregate principal amount to $293,500,000.

A-1-4

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Under Article XI of the Indenture, the payment on each Note isguaranteed on a senior subordinated basis by the Guarantors.

5.         OptionalRedemption. The Notes are not redeemable before January 1, 2005.Thereafter, the Company may redeem the Notes at its option, in whole or inpart, upon not less than 30 nor more than 60 days’ notice, at the followingredemption prices (expressed as percentages of the principal amount thereof) ifredeemed during the twelve-month period commencing on January 1 of the year setforth below:
| Year                | ** ** | **Percentage** | ** ** |
|---------------------|------------|----------------|------------|
|                |       |           |       |
| 2005                |       | 106.75         | %          |
| 2006                |       | 104.50         | %          |
| 2007                |       | 102.25         | %          |
| 2008 and thereafter |       | 100.00         | %          |

 

In addition, the Company must pay accrued and unpaidinterest on the Notes redeemed.

6.         Noticeof Redemption. Notice of redemption will be mailed at least 30 days but notmore than 60 days before the redemption date to each holder of Notes to beredeemed at his registered address. On and after the Redemption Date, unlessthe Company defaults in making the redemption payment, interest ceases toaccrue on Notes or portions thereof called for redemption.

7.         Offersto Purchase. Sections 4.12 and 4.15 of the Indenture provide that after anAsset Sale, or upon the occurrence of a Change of Control, and subject tofurther limitations contained therein, the Company shall make an offer topurchase certain amounts of Notes in accordance with the procedures set forthin the Indenture.

8.         Denominations,Transfer, Exchange. The Notes are in registered form without coupons indenominations of $1,000 and integral multiples of $1,000. A Holder may transferor exchange Notes in accordance with the Indenture. The Registrar may require aHolder, among other things, to furnish appropriate endorsements and transferdocuments and to pay to it any taxes and fees required by law or permitted bythe Indenture. The Registrar need not transfer or exchange any Note or portionof a Note selected for redemption, or transfer or exchange any Notes for aperiod of 15 days before a selection of Notes to be redeemed.

9.         PersonsDeemed Owners. The registered holder of a Note may be treated as the ownerof it for all purposes.

A-1-5

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10.       UnclaimedMoney. If money for the payment of principal or interest remains unclaimedfor two years, the Trustee or Paying Agent will pay the money back to theCompany at its request. After that, Holders entitled to the money must look tothe Company for payment as general creditors unless an “abandoned property” lawdesignates another Person.

11.       Amendment,Supplement, Waiver. The Company and the Trustee may, without the consent ofthe holders of any outstanding Notes, amend, waive or supplement the Indentureor the Notes for certain specified purposes, including, among other things,curing ambiguities, defects or inconsistencies, maintaining the qualificationof the Indenture under the Trust Indenture Act of 1939 or making any otherchange that does not adversely affect the rights of any Holder. Otheramendments and modifications of the Indenture or the Notes may be made by theCompany, the Guarantors and the Trustee with the consent of the Holders of notless than a majority in aggregate principal amount of the outstanding Notes,subject to certain exceptions requiring the consent of the Holders of theparticular Notes (and, in certain cases, holders of Designated Senior Debt) tobe affected.

12.       SuccessorCorporation. When a successor corporation assumes all the obligations ofits predecessor under the Notes and the Indenture and the transaction complieswith the terms of Article V of the Indenture, the predecessor corporation will,subject to certain exceptions, be released from those obligations.

13.       Defaultsand Remedies. Events of Default include: default in payment of principal ofor premium on the Notes at maturity, or upon acceleration, redemption orotherwise; default in payment of interest on any Note for 30 days; certaindefaults under other Indebtedness; failure by the Company for 30 days afterwritten notice to it from the Trustee or Holders of at least 25% in principalamount of the then outstanding Notes, to comply with any of the otheragreements or covenants in or provisions of the Indenture or the Notes; certainevents of bankruptcy or insolvency with respect to the Company and itsSignificant Subsidiaries; certain final judgments that remain undischarged for60 days after being entered; any Guarantee of a Significant Subsidiary ceasesto be in full force and effect; and any Guarantor that is a SignificantSubsidiary shall deny its obligations under its Guarantee. If an Event ofDefault occurs and is continuing (and has not been waived in accordance withthe provisions of the Indenture), the Trustee or the Holders of at least 25% inaggregate principal amount of the then outstanding Notes may declare all theNotes to be immediately due and payable for an amount equal to 100% of theprincipal amount of the Notes plus accrued interest to the date of payment,except that in the case of an Event of Default arising from certain events ofbankruptcy or insolvency, all outstanding Notes become due and payableimmediately without further action or notice, subject to the rights of holdersof Senior Debt. Holders may not enforce the Indenture or the Notes except asprovided in the Indenture. The Trustee may require indemnity satisfactory to itbefore it enforces the Indenture or the Notes. Subject to certain limitations,Holders of a majority in principal amount of the then

A-1-6

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outstanding Notes may direct the Trustee in its exercise of any trustor power. The Trustee may withhold from Holders notice of any continuingDefault or Event of Default (except a Default or an Event of Default in paymentof principal, premium, if any, or interest) if and so long as a committee ofits Responsible Officers determines in good faith that withholding notice is intheir interests. The Company must furnish an annual compliance certificate tothe Trustee.

14.       RestrictiveCovenants. The Indenture imposes certain limitations on the ability of theCompany and its Subsidiaries to, among other things, pay dividends and makedistributions with respect to or repurchase or otherwise acquire or retire forvalue any of their equity interests, make certain Investments, incur additionalIndebtedness, enter into transactions with Affiliates, incur Liens, sellassets, merge or consolidate with any other Person and sell, lease, transfer orotherwise dispose of substantially all of their properties or assets. Thelimitations are subject to a number of important qualifications and exceptions.The Company must annually report to the Trustee on compliance with suchlimitations.

15.       TrusteeDealings with Company. The Trustee, in its individual or any othercapacity, may make loans to, accept deposits from, and perform services for theCompany or its Affiliates, and may otherwise deal with the Company or itsAffiliates, as if it were not Trustee.

16.       NoRecourse Against Others. No past, present or future director, officer,employee, incorporator or stockholder of the Company, as such, shall have anyliability for any obligations of the Company under the Notes or the Indentureor for any claim based on, in respect of or by reason of such obligations ortheir creation. Each Holder by accepting a Note waives and releases all suchliability. The waiver and release are part of the consideration for theissuance of the Notes.

17.       Dischargeof Indenture; Defeasance. The Indenture contains provisions for defeasanceat any time, upon compliance with certain conditions set forth therein, of (i)the entire indebtedness of this Note or (ii) certain restrictive covenants andEvents of Default with respect to this Note.

18.       Authentication.This Note shall not be valid until the Trustee signs the certificate ofauthentication on the other side of this Note.

19.       Abbreviations.Customary abbreviations may be used in the name of a Security holder or anassignee, such as: TEN COM (= tenants in common), TENANT (= tenants by theentireties), JT TEN (= joint tenants with right of survivorship and not astenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to MinorsAct).

20.       Subordination.The Notes are subordinated to all Senior Debt, which includes any Indebtednesspermitted to be incurred pursuant to the terms of the “Limitation on

A-1-7

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Additional Indebtedness” covenant in the Indenture, unless theinstrument under which such Indebtedness is incurred expressly provides that itis on a parity with or subordinated in right of payment to the Notes. The Guaranteesin respect of the Notes are subordinated to all Guarantor Senior Debt of eachGuarantor, whether outstanding on the date of the Indenture or thereaftercreated, incurred, assumed or guaranteed. Each Holder, by its acceptancehereof, agrees to be bound by such provisions and authorizes and expresslydirects the Trustee, on its behalf, to take such action as may be necessary orappropriate to effectuate the subordination provided for in the Indenture andappoints the Trustee its attorney-in-fact for such purposes.

21.       RegistrationRights. Pursuant to the Registration Rights Agreement, the Company will beobligated to consummate an exchange offer pursuant to which the Holder of thisNote shall have the right to exchange this Note for Notes of a separate seriesissued under the Indenture (or a trust indenture substantially identical to theIndenture in accordance with the terms of the Registration Rights Agreement)which have been registered under the Securities Act, in like principal amountand having identical terms as this Note. The Holders of the Notes shall beentitled to receive certain additional interest payments in the event suchexchange offer is not consummated and upon certain other conditions, allpursuant to and in accordance with the terms of the Registration RightsAgreement.

22.       GOVERNINGLAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLESOF CONFLICTS OF LAW.

The provisions of this Note are expressly made subjectto the more detailed provisions set forth in the Indenture and the RegistrationRights Agreement, which shall for all purposes be controlling. The Company willfurnish to any Holder upon written request and without charge a copy of the Indenture.Requests may be made to:

VERTIS, INC. 250 W. Pratt Street 18th Floor Baltimore, MD 21201 Attention: Chief Financial Officer

A-1-8

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**ASSIGNMENT FORM**

If you the holder want to assign this Note, fill inthe form below and have your signature guaranteed:

I or we assign and transfer this Note to

 

(Insert assignee’s social security or tax ID number) 

 

 

 

 

 

 

(Print or type assignee’s name, address and zip code)and irrevocably appoint agent to transfer this Note on the books of theCompany. The agent may substitute another to act for him.

 

 
| Date:                |   |  Your signature: |   |                                  |
|----------------------|--------|-----------------------|--------|---------------------------------------|
|                 |   |                  |   | (Sign exactly as your name appears on |
|                 |   |                  |   | the other side of this Note)          |
|                 |
| Signature Guarantee: |   |                  |
|                      |        |                       |        |                                       |  |  |

 

----

**OPTION OF HOLDER TO ELECTPURCHASE**

If you wish to have thisNote purchased by the Company pursuant to Section 4.12 or 4.15 of theIndenture, check the Box: o

If you wish to have aportion of this Note purchased by the Company pursuant to Section 4.12 or 4.15of the Indenture, state the amount:

$                                

 
| Date:                |   |  Your signature: |   |                                  |
|----------------------|--------|-----------------------|--------|---------------------------------------|
|                 |   |                  |   | (Sign exactly as your name appears on |
|                 |   |                  |   | the other side of this Note)          |
|                 |
| Signature Guarantee: |   |                  |
|                      |        |                       |        |                                       |  |  |

 

----

**EXHIBITA-**2 

**[FORM OF SERIES B SECURITIES]**
| No. | $ |
|-----|---|

 

**VERTIS, INC.**

**131⁄2% SENIOR SUBORDINATED NOTE DUE2009**

VERTIS, INC. promises topay to                         or registered assigns the principal sum of                                Dollars on December 7, 2009.

Interest Payment Dates: June 1 and December 1

Record Dates: May 15 and November 15
|                                                                                                                                                                                                      |   |                 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|--------|
|                                                                                                                                                                                                 | By:    |                 |   |
|                                                                                                                                                                                                 |   | Authorized Signature |   |
|                                                                                                                                                                                                 |   |                 |   |
|                                                                                                                                                                                                 |   |                 |   |
|                                                                                                                                                                                                 | By:    |                 |   |
|                                                                                                                                                                                                 |   | Authorized Signature |   |
|                                                                                                                                                                                                 |   |                 |   |
| Dated: [                              ],  2003 |   |                 |   |

 

CERTIFICATE OF AUTHENTICATION

This is one of the 131⁄2%Senior Subordinated Notes due 2009 referred to in the within-mentionedIndenture.
|        | THE BANK OF NEW YORK,  as Trustee |
|--------|-----------------------------------|
|   |                              |   |   |
|        |                              |   |   |
|   | By:                               |   |   |
|   |                              | Authorized Signatory |   |

 

A-2-1

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**(REVERSE OF SECURITY)**

**131⁄2% SENIOR SUBORDINATED NOTE DUE2009**

1.        Interest. VERTIS, INC., a Delaware corporation (the “Company”,which term shall include any successor thereto in accordance with theIndenture), promises to pay, until the principal hereof is paid or madeavailable for payment, interest (including any Accrued Bankruptcy Interest) onthe principal amount set forth on the reverse side hereof at a rate of 131⁄2% perannum. Interest on the Notes will accrue from and including the most recentdate to which interest has been paid or, if no interest has been paid, from andincluding the date of issuance of such Notes through but excluding the date onwhich interest is paid. Interest shall be payable in arrears on June 1 andDecember 1 (each an “Interest Payment Date”). Interest will be computed on thebasis of a 360-day year of twelve full 30-day months.

To the extent a Note isissued for original issue after February 28, 2003, the Holder of such Note ishereby obligated upon original issuance of such Note to pay the Company in U.S.Legal Tender the amount of accrued and unpaid interest on such Note from thelater of February 28, 2003 or the most recently completed Interest Payment Dateto the date of original issuance of such Note.

2.        Method of Payment. The Company will pay interest onthe Notes (except defaulted interest) to the Persons who are registered Holdersof Notes at the close of business on the May 15 or November 15 immediatelypreceding the Interest Payment Date. Holders must surrender Notes to a PayingAgent to collect principal payments. The Company will pay principal, premium,if any, and interest in money of the United States that at the time of paymentis legal tender for payment of public and private debts. At the Company’soption, interest may be paid by check mailed to the registered address of theHolder of this Note.

3.        Paying Agent andRegistrar. Initially, The Bank of New York (the “Trustee”) will act asPaying Agent and Registrar. The Company may change any Paying Agent, Registraror co-Registrar without notice.

4.        Indenture. The Company issued the Notes under anIndenture dated as of February 28, 2003 (the “Indenture”) among the Company,the Guarantors and the Trustee. This Note is one of an issue of Notes of theCompany issued under the Indenture. The terms of the Notes include those statedin the Indenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as amended from timeto time. The Notes are subject to all such terms, and Securityholders arereferred to the Indenture and such Act for a statement of them. Capitalizedterms used herein and not otherwise defined have the meanings set forth in theIndenture. The Notes are general unsecured obligations of the Company limitedin aggregate principal amount to $293,500,000.

A-2-2

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Under Article XI of the Indenture, the payment of eachNote is guaranteed on a senior subordinated basis by the Guarantors.

5.        Optional Redemption. The Notes are not redeemablebefore January 1, 2005. Thereafter, the Company may redeem the Notes at itsoption, in whole or in part, upon not less than 30 nor more than 60 days’notice, at the following redemption prices (expressed as percentages of theprincipal amount thereof) if redeemed during the twelve-month period commencingon January 1 of the year set forth below:
| Year                 | ** ** | **Percentage** | ** ** |
|----------------------|------------|----------------|------------|
|                 |       |           |       |
| 2005                 |       | 106.75         | %          |
| 2006                 |       | 104.50         | %          |
| 2007                 |       | 102.25         | %          |
| 2008 and  thereafter |       | 100.00         | %          |

 

In addition, the Company mustpay accrued and unpaid interest on the Notes redeemed.

6.        Notice of Redemption. Notice of redemption will bemailed at least 30 days but not more than 60 days before the redemption date toeach holder of Notes to be redeemed at his registered address. On and after theRedemption Date, unless the Company defaults in making the redemption payment,interest ceases to accrue on Notes or portions thereof called for redemption.

7.        Offers to Purchase.Sections 4.12 and 4.15 of the Indenture provide that after an Asset Sale, orupon the occurrence of a Change of Control, and subject to further limitationscontained therein, the Company shall make an offer to purchase certain amountsof Notes in accordance with the procedures set forth in the Indenture.

8.        Denominations,Transfer, Exchange. The Notesare in registered form without coupons in denominations of $1,000 and integralmultiples of $1,000. A Holder may transfer or exchange Notes in accordance withthe Indenture. The Registrar may require a Holder, among other things, tofurnish appropriate endorsements and transfer documents and to pay to it anytaxes and fees required by law or permitted by the Indenture. The Registrarneed not transfer or exchange any Note or portion of a Note selected forredemption, or transfer or exchange any Notes for a period of 15 days before aselection of Notes to be redeemed.

9.        Persons Deemed Owners. The registered holder of a Notemay be treated as the owner of it for all purposes.

A-2-3

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10.      Unclaimed Money. If money for thepayment of principal or interest remains unclaimed for two years, the Trusteeor Paying Agent will pay the money back to the Company at its request. Afterthat, Holders entitled to the money must look to the Company for payment asgeneral creditors unless an “abandoned property” law designates another Person.

11.      Amendment, Supplement, Waiver. TheCompany, the Guarantors and the Trustee may, without the consent of the holdersof any outstanding Notes, amend, waive or supplement the Indenture or the Notesfor certain specified purposes, including, among other things, curingambiguities, defects or inconsistencies, maintaining the qualification of theIndenture under the Trust Indenture Act of 1939 or making any other change thatdoes not adversely affect the rights of any Holder. Other amendments andmodifications of the Indenture or the Notes may be made by the Company, theGuarantors and the Trustee with the consent of the Holders of not less than amajority in aggregate principal amount of the outstanding Notes, subject tocertain exceptions requiring the consent of the Holders of the particular Notes(and, in certain cases, holders of Designated Senior Debt) to be affected.

12.      Successor Corporation. When asuccessor corporation assumes all the obligations of its predecessor under theNotes and the Indenture and the transaction complies with the terms of ArticleV of the Indenture, the predecessor corporation will, subject to certainexceptions, be released from those obligations.

13.      Defaults and Remedies. Events ofDefault include: default in payment of principal of or premium on the Notes atmaturity, or upon acceleration, redemption or otherwise; default in payment ofinterest on any Note for 30 days; certain defaults under other Indebtedness;failure by the Company or its Subsidiaries for 30 days after written notice toit from the Trustee or Holders of at least 25% in principal amount of the thenoutstanding Notes, to comply with any of the other agreements or covenants inor provisions of the Indenture or the Notes; certain events of bankruptcy orinsolvency with respect to the Company and its Significant Subsidiaries;certain final judgments that remain undischarged for 60 days after beingentered; any Guarantee of a Significant Subsidiary ceases to be in full forceand effect; and any Guarantor that is a Significant Subsidiary shall deny itsobligations under its Guarantee. If an Event of Default occurs and iscontinuing (and has not been waived in accordance with the provisions of theIndenture), the Trustee or the Holders of at least 25% in aggregate principalamount of the then outstanding Notes may declare all the Notes to beimmediately due and payable for an amount equal to 100% of the principal amountof the Notes plus accrued interest to the date of payment, except that in thecase of an Event of Default arising from certain events of bankruptcy orinsolvency, all outstanding Notes become due and payable immediately withoutfurther action or notice, subject to the rights of holders of Senior Debt. Holdersmay not enforce the Indenture or the Notes except as provided in the Indenture.The Trustee may require indemnity satisfactory to it before it enforces theIndenture or the Notes. Subject to certain limitations, Holders of a majorityin principal

A-2-4

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amount of the then outstanding Notes may direct theTrustee in its exercise of any trust or power. The Trustee may withhold fromHolders notice of any continuing Default or Event of Default (except a Defaultor an Event of Default in payment of principal, premium, if any, or interest)if and so long as a committee of its Responsible Officers determines in goodfaith that withholding notice is in their interests. The Company must furnishan annual compliance certificate to the Trustee.

14.      Restrictive Covenants. TheIndenture imposes certain limitations on the ability of the Company and itsSubsidiaries to, among other things, pay dividends and make distributions withrespect to or repurchase or otherwise acquire or retire for value any of theirEquity Interests, make certain Investments, incur additional Indebtedness,enter into transactions with Affiliates, incur Liens, sell assets, merge orconsolidate with any other Person and sell, lease, transfer or otherwisedispose of substantially all of their properties or assets. The limitations aresubject to a number of important qualifications and exceptions. The Companymust annually report to the Trustee on compliance with such limitations.

15.      Trustee Dealings with Company. TheTrustee, in its individual or any other capacity, may make loans to, acceptdeposits from, and perform services for the Company or its Affiliates, and mayotherwise deal with the Company or its Affiliates, as if it were not Trustee.

16.      No Recourse Against Others. Nopast, present or future director, officer, employee, incorporator orstockholder of the Company, as such, shall have any liability for anyobligations of the Company under the Notes or the Indenture or for any claimbased on, in respect of or by reason of such obligations or their creation.Each Holder by accepting a Note waives and releases all such liability. Thewaiver and release are part of the consideration for the issuance of the Notes.

17.      Discharge of Indenture; Defeasance.The Indenture contains provisions for defeasance at any time, upon compliancewith certain conditions set forth therein, of (i) the entire indebtedness ofthis Note or (ii) certain restrictive covenants and Events of Default withrespect to this Note.

18.      Authentication. This Note shall notbe valid until the Trustee signs the certificate of authentication on the otherside of this Note.

19.      Abbreviations. Customaryabbreviations may be used in the name of a Securityholder or an assignee, suchas: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN(= joint tenants with right of survivorship and not as tenants in common), CUST(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

20.      Subordination. The Notes aresubordinated to all Senior Debt, which includes any Indebtedness permitted tobe incurred pursuant to the terms of the “Limitation on

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Additional Indebtedness” covenant in the Indenture,unless the instrument under which such Indebtedness is incurred expresslyprovides that it is on a parity with or subordinated in right of payment to theNotes. The Guarantees in respect of the Notes are subordinated to all GuarantorSenior Debt of each Guarantor, whether outstanding on the date of the Indentureor thereafter created, incurred, assumed or guaranteed. Each Holder, by its acceptancehereof, agrees to be bound by such provisions and authorizes and expresslydirects the Trustee, on its behalf, to take such action as may be necessary orappropriate to effectuate the subordination provided for in the Indenture andappoints the Trustee its attorney-in-fact for such purposes.

21.      GOVERNING LAW. THE INDENTURE ANDTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

The provisions of this Noteare expressly made subject to the more detailed provisions set forth in theIndenture, which shall for all purposes be controlling. The Company willfurnish to any Holder upon written request and without charge a copy of theIndenture. Requests may be made to:

VERTIS, INC.250 W. Pratt Street 18th Floor Baltimore, MD 21201 Attention: Chief Financial Officer

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**ASSIGNMENT FORM**

If you the holder want toassign this Note, fill in the form below and have your signature guaranteed:

I or we assign and transfer this Note to

 

(Insert assignee’s social security or tax ID number) 

 

 

 

 

 

 

(Print or type assignee’s name, address and zip code)and irrevocably appoint 

 

agent to transfer this Note on the books of theCompany. The agent may substitute another to act for him.

 

 
| Date:                |   |  Your  signature: |                                                                |   |
|----------------------|--------|------------------------|---------------------------------------------------------------------|--------|
|                 |   |                   | (Sign exactly as your name appears on the other side  of this Note) |
|                 |
| Signature Guarantee: |   |                   |
|                      |        |                        |                                                                     |        |  |

 

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**OPTION OF HOLDER TO ELECTPURCHASE**

If you wish to have thisNote purchased by the Company pursuant to Section 4.12 or 4.15 of theIndenture, check the Box: o

If you wish to have aportion of this Note purchased by the Company pursuant to Section 4.12 or 4.15of the Indenture, state the amount:

$                                

 
| Date:                |   |  Your  signature: |                                                                |   |
|----------------------|--------|------------------------|---------------------------------------------------------------------|--------|
|                 |   |                   | (Sign exactly as your name appears on the other side  of this Note) |
|                 |
| Signature Guarantee: |   |                   |
|                      |        |                        |                                                                     |        |  |  |

 

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**EXHIBIT B**

**FORM OF LEGEND FOR BOOK-ENTRYSECURITIES**

Any Global Securityauthenticated and delivered hereunder shall bear a legend (which would be inaddition to any other legends required in the case of a Restricted Security) insubstantially the following form:

THIS SECURITY IS A GLOBALSECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND ISREGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR ASUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTEREDIN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THELIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THISSECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORYTO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THEDEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT INTHE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATEIS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THENAME OF CEDE & CO. OR I N SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONIS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS ANINTEREST HEREIN.

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**EXHIBIT C**

**Form ofCertificate To BeDelivered in Connection with Transfers to Non-QTB Accredited Investors**

                           ,       

The Bank of New York 101 Barclay StreetNew York, NY 10286

Attention: CorporateTrust Administration

Re:                               Vertis,Inc. (the “Company”) 131⁄2% Senior Subordinated Notes due 2009 (the “Securities”)

Ladies and Gentlemen:

Inconnection with our proposed purchase of $                 aggregate principal amount of the Securities, we confirm that:

1.        We have received such information as wedeem necessary in order to make our investment decision.

2.        We understand that any subsequenttransfer of the Securities is subject to certain restrictions and conditionsset forth in the Indenture and the undersigned agrees to be bound by, and notto resell, pledge or otherwise transfer the Securities except in compliancewith, such restrictions and conditions and the Securities Act of 1933, asamended (the “Securities Act”).

3.        We understand that the offer and sale ofthe Securities have not been registered under the Securities Act, and that theSecurities may not be offered or sold except as permitted in the followingsentence. We agree, on our own behalf and on behalf of any accounts for whichwe are acting as hereinafter stated, that if we should sell or otherwisetransfer any Securities prior to the date which is two years after the originalissuance of the Securities, we will do so only (i) to the Company or anysubsidiary thereof, (ii) inside the United States in accordance with Rule 144Aunder the Securities Act to a person whom we reasonably believe is a “qualifiedinstitutional buyer” (as defined in Rule 144A under the Securities Act), (iii)inside the United States to an accredited investor (as defined below) that,

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prior to such transfer,furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you asigned letter containing certain representations and agreements relating to therestrictions on transfer of the Securities, (iv) outside the United States inan offshore transaction in accordance with Rule 904 of Regulation S under theSecurities Act, (v) pursuant to the exemption from registration provided byRule 144 under the Securities Act (if available), or (vi) pursuant to aneffective registration statement under the Securities Act, and we further agreeto provide to any Person purchasing any of the Securities from us a noticeadvising such purchaser that resales of the Securities are restricted as statedherein.

4.        We understand that, on any proposedresale of any Securities, we will be required to furnish to you and the Companysuch certification, legal opinions and other information as you and the Companymay reasonably require to confirm that the proposed sale complies with theforegoing restrictions. We further understand that the Securities purchased byus will bear a legend to the foregoing effect.

5.        We are an institutional “accreditedinvestor” (as defined in Rule 501(a)(l), (2), (3) or (7) of Regulation D underthe Securities Act)(an “accredited investor”) and have such knowledge andexperience in financial and business matters as to be capable of evaluating themerits and risks of our investment in the Securities, and we and any accountsfor which we are acting are each able to bear the economic risk of our or theirinvestment, as the case may be.

6.        We are acquiring the Securitiespurchased by us for our account or for one or more accounts (each of which isan accredited investor) as to each of which we exercise sole investmentdiscretion.

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Youand the Company are entitled to rely upon this letter and are irrevocablyauthorized to produce this letter or a copy hereof to any interested party inany administrative or legal proceedings or official inquiry with respect to thematters covered hereby.
|        | Very truly  yours,    |                  |
|--------|-----------------------|-----------------------|
|   |                  |                  |
|   | [Name of  Transferee] |                  |
|   |                  |                  |
|   | By:                   |                  |   |
|   |                  | Authorized  Signature |   |
|        |                       |                       |  |  |

 

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**EXHIBIT D**

**Form of Certificate To BeDeliveredin Connection with TransfersPursuant to Regulation S**

                           ,        

The Bank of New York 101 Barclay Street New York, NY 10286 

Attention: Corporate Trust Administration

Re:                               Vertis,Inc. (the “Company”) 131⁄2% SeniorSubordinated Notes due 2009 (the “Securities”)

Dear Sirs:

In connection with ourproposed sale of $                    aggregate principal amount of the Securities, we confirm that such sale hasbeen effected pursuant to and in accordance with Regulation S under the U.S.Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, werepresent that:

(1)       the offer of the Securities was not madeto a Person in the United States;

(2)       either (a) at the time the buy offer wasoriginated, the transferee was outside the United States or we and any Personacting on our behalf reasonably believed that the transferee was outside theUnited States, or (b) the transaction was executed in, on or through thefacilities of a designated off-shore securities market and neither we nor anyPerson acting on our behalf knows that the transaction has been pre-arrangedwith a buyer in the United States;

(3)       no directed selling efforts have beenmade in the United States in contravention of the requirements of Rule 903(b)or Rule 904(b) of Regulation S, as applicable;

(4)       the transaction is not part of a plan orscheme to evade the registration requirements of the Securities Act; and

(5)*      *wehave advised the transferee of the transfer restrictions applicable to theSecurities.

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You and the Company areentitled to rely upon this letter and are irrevocably authorized to producethis letter or a copy hereof to any interested party in any administrative orlegal proceedings or official inquiry with respect to the matters coveredhereby. Terms used in this certificate have the meanings set forth inRegulation S.
|        | Very truly  yours,    |                 |
|--------|-----------------------|----------------------|
|   |                  |                 |
|   | [Name of  Transferor] |                 |
|   |                  |                 |
|   | By:                   |                 |   |
|   |                  | Authorized Signature |   |
|        |                       |                      |  |  |

 

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**EXHIBIT E**

**[FORM OF NOTATION ON NOTERELATING TO GUARANTEES]**

**GUARANTEES**

The Guarantors (asdefined in the Indenture (the “Indenture”) referred to in the Note upon whichthis notation is endorsed and each hereinafter referred to as a “Guarantor”)have unconditionally guaranteed on a senior subordinated basis (such guaranteeby each Guarantor being referred to herein as the “Guarantee”) (i) the due andpunctual payment of the principal of and interest on the Notes in full whendue, subject to any applicable grace period, whether at maturity, byacceleration or otherwise and interest on the overdue principal, if any, andinterest on any interest, if any, to the extent lawful, of the Notes and allother obligations of the Company to the Holders all in accordance with theterms set forth in of the Indenture and (ii) in case of any extension of timeof payment or renewal of any Notes or of any of such other obligations, thatthe same will be promptly paid in full when due or performed in accordance withthe terms of the extension or renewal, subject to any applicable grace period,whether at stated maturity, by acceleration or otherwise.

The obligations of eachGuarantor to the Holders and the Trustee of the Notes pursuant to the Guaranteeand the Indenture are expressly set forth and are expressly subordinated andsubject in right of payment to the prior payment in full of all GuarantorSenior Debt of such Guarantor, to the extent and in the manner provided, inArticle XII****of the Indenture, andreference is hereby made to such Indenture for the precise terms of theGuarantee therein made.

No past, present orfuture stockholder, director, officer, employee or incorporator, as such, ofany of the Guarantors shall have any liability for any obligation of theGuarantors under the Guarantee or the Indenture or for any claim based on, inrespect of or by reason of, such obligations or their creation. Each Holder ofa Note by accepting a Note waives and releases all such liability. The waiverand release are part of the consideration for the issuance of the Guarantees.
|        |   | SUBSIDIARY GUARANTORS: |   |
|--------|--------|------------------------|--------|
|   |   |                   |   |
|   |   | PrintCo., Inc.         |   |
|   |   |                   |   |
|   |   |                   |   |
|   |   | By:                    |   |   |
|   |   |                   | Name:  |   |
|   |   |                   | Title: |   |

 

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|        |   | Webcraft, LLC |   |
|--------|--------|---------------|--------|
|   |   |          |   |
|   |   |          |   |
|   |   | By:           |   |   |
|   |   |          | Name:  |   |
|   |   |          | Title: |   |

 

 
|        |   | Webcraft Chemicals, LLC |   |
|--------|--------|-------------------------|--------|
|   |   |                    |   |
|   |   |                    |   |
|   |   | By:                     |   |   |
|   |   |                    | Name:  |   |
|   |   |                    | Title: |   |

 

 
|        |   | Enteron Group, LLC |   |
|--------|--------|--------------------|--------|
|   |   |               |   |
|   |   |               |   |
|   |   | By:                |   |   |
|   |   |               | Name:  |   |
|   |   |               | Title: |   |

 

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|        |   | Big Flower Digital Services (Delaware), Inc. |   |
|--------|--------|----------------------------------------------|--------|
|   |   |                                         |   |
|   |   |                                         |   |
|   |   | By:                                          |   |   |
|   |   |                                         | Name:  |   |
|   |   |                                         | Title: |   |

 
|        |   | Big Flower Digital LLC |   |
|--------|--------|------------------------|--------|
|   |   |                   |   |
|   |   |                   |   |
|   |   | By:                    |   |   |
|   |   |                   | Name:  |   |
|   |   |                   | Title: |   |

 

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