**Exhibit 10.5**

 

**TERMINATION AGREEMENT**

 

THIS TERMINATION AGREEMENT (this*“Agreement”*)**ismade and entered into as of November 25, 2005, among MANUFACTURERS ANDTRADERS TRUST COMPANY, not individually but solely as trustee (the *“Trustee”*)**under theIndenture (as hereinafter defined), VERTIS RECEIVABLES, LLC (*“VR”*)*,*and VERTIS, INC. (*“Vertis”*or the *“Servicer”*)*.*

 

**STATEMENT OF FACTS**

 

I.                 Pursuant to that certain Receivables PurchaseAgreement, dated as of December 9, 2002 (the *“Existing Receivables Purchase Agreement”*)**betweenVR, Vertis and certain subsidiaries of Vertis (collectively, the *“Sellers”*)*,*VR haspurchased from time to time from the Sellers certain receivables and relatedassets resulting from the sale of goods or the provision of services tocustomers of the Sellers (collectively, the *“Receivables”*)*.*

 

II.             VR, as issuer, Vertis, as Servicer and theTrustee have entered into an Amended and Restated Indenture and ServicingAgreement (the *“Indenture”*)**datedas of December 9, 2002, which provides for, among other things, theissuance of certain Notes and the pledge of the Receivables and certain othercollateral to Trustee for the benefit of Noteholders under the Indenture.

 

III.         Pursuant to Consent Agreements dated as of November, 2005 with eachNoteholder, VR has made arrangements to pay amounts to each Noteholder whichsuch Noteholders have acknowledged constitute payment in full of all amountsowned to the Noteholders under the Indenture and the Notes and each Noteholderhas delivered its Notes for cancellation to the Trustee. VR therefore desiresto make arrangements with the Trustee to terminate the Indenture and releasethe security interest and lien of the Trustee in the Collateral

 

**STATEMENT OF TERMS**

 

NOW, THEREFORE, inconsideration of the mutual covenants herein set forth, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

1.               *Definitions**.*Unless otherwise expressly defined herein,all capitalized terms used herein shall have the respective meanings given suchterms in the Indenture.

 

2.               *Release of Collateral.*(a) The Trustee, on behalf of theNoteholders and the Indemnified Parties, does hereby release and terminate andany all liens, security interests and other encumbrances on all of theCollateral and any other assets and properties of VR. VR hereby agrees that VR shallhave no recourse against the Trustee or any Noteholder or Indemnified Partywith respect to the Collateral or any portion thereof released hereunder.

 

(b)         Each party hereto agrees that, at any time and from time to time, uponthe written request of any other party hereto, it will execute, authorize anddeliver such further documents

 

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IN WITNESS, each of theparties hereto, by their respective duly authorized signatories, has executedand delivered this Agreement as of the date first above written.

 

 
| ** ** | MANUFACTURERS AND TRADERS  TRUST             |
|------------|----------------------------------------------|
| ** ** | COMPANY, not in its  individual capacity but |
|       | solely as Trustee under  the Indenture on    |
|       | behalf of the Noteholders                    |
|       |                                         |
|       |                                         |   |   |
|       | By                                           | /s/ Steven J. Wattie |   |
|       |                                         | Name: | STEVEN J. WATTIE |   |
|       |                                         | Title: | VICE PRESIDENT | ** ** |
|       |                                         |
|       |                                         |
|       | VERTIS RECEIVABLES, LLC                      |
|       |                                         |
|       |                                         |
|       | By                                           | /s/ Donald E. Roland |   |
|       |                                         | Name: | Donald E. Roland |   |
|       |                                         | Title: | Chairman & CEO | ** ** |
|       |                                         |
|       |                                         |
|       | VERTIS, INC.                            |
|       |                                         |
|       |                                         |
|       | By                                           | /s/ Donald E. Roland |   |
|       |                                         | Name: | Donald E. Roland |   |
|       |                                         | Title: | Chairman & CEO | ** ** |
|            |                                              |  |  |  |  |  |  |  |  |  |

 

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