**Exhibit10.51**

LIMITED CONSENTAND AMENDMENT NO. 7 TO CREDIT AGREEMENT

This LimitedConsent and Amendment No. 7 to Credit Agreement, dated as of March 30, 2007(this “Amendment”), is entered into by and among Vertis, Inc. (“Borrower”),as Borrower, the other Credit Parties signatory hereto, General ElectricCapital Corporation, as a Lender and as Agent for Lenders (“Agent”), theother Lenders, and Crystal Capital Fund, L.P, as a Joint-Lead Arranger.

RECITALS

A.    Borrower, the other Credit Parties, Agent and Lenders are partiesto that certain Credit Agreement, dated as of December 22, 2004, including allannexes, exhibits and schedules thereto (as amended by: (i) that certainLimited Consent and Amendment No. 1 to Credit Agreement, dated as of October 3,2005; (ii) that certain Amendment No. 2 to Credit Agreement, dated as ofNovember 22, 2005; (iii) that certain Limited Consent and Amendment No. 3 toCredit Agreement, dated as of December 12, 2005; (iv) that certain AmendmentNo. 4 to Credit Agreement, dated as of May 30, 2006; (v) that certain LimitedConsent and Amendment No. 5 to Credit Agreement, dated as of September 5, 2006;and (vi) that certain Limited Consent and Amendment No. 6 to Credit Agreement,dated as of November 27, 2006; and as from time to time further amended,restated, supplemented or otherwise modified, the “Credit Agreement”).

B.     Borrower and the other Credit Parties have requested that Agentand Lenders consent to certain transactions as described below in thisAmendment and Agent and Lenders are willing to do so as and to the extent, andsolely as and to the extent, and subject to the terms and conditions set forthin this Amendment.

C.     Borrower and the other Credit Parties have requested that Agentand Lenders agree to amend the Credit Agreement as and to the extent set forthin this Amendment and Agent and Lenders are willing to do so as and to theextent, and solely as and to the extent, and subject to the terms andconditions set forth in this Amendment.

D.    This Amendment shall constitute a Loan Document and theseRecitals shall be construed as part of this Amendment.

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

# 1.                                       Definitions.  Except to the extent otherwise specifiedherein, capitalized terms used in this Amendment shall have the same meaningsascribed to them in the Credit Agreement and Annex A thereto.

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# 2.                                       Amendments.

## 2.1.                              Section1 (AMOUNTS AND TERMS OF LOANS) of the Credit Agreement is hereby amendedby deleting such Section in its entirety and replacing it with the followingnew Section 1:

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**SECTION1.**

AMOUNTS AND TERMS OFLOANS

## 1.1                                 Loans.  Subject to the terms and conditions of thisAgreement and in reliance upon the representations and warranties of Borrowerand the other Credit Parties contained herein:

(a)                                  DomesticRevolving Loans.

(i)            Each Revolving Lender agrees,severally and not jointly, to make available to Borrower from time to timeuntil the Commitment Termination Date its Pro Rata Share of advances (each a “RevolvingCredit Advance”) requested by the Borrower hereunder.  The Pro Rata Share of the Revolving Loan ofany Revolving Lender (including, without duplication, Swing Line Loan) shallnot at any time exceed its separate Revolving Loan Commitment.  Revolving Credit Advances may be repaid andreborrowed; provided, that the amount of any Revolving Credit Advance to bemade at any time shall not exceed Borrowing Availability.  Borrowing Availability may be further reducedby Reserves imposed by Agent in its reasonable credit judgment based on achange in circumstances; provided, that, as long as Holdings,Borrower and their Subsidiaries on a consolidated basis shall have, as of theend of the immediately preceding calendar quarter, EBITDA, adjusted to reflectrestructuring charges, non-recurring charges and including other adjustments,if any, all as set forth in Section 6.1(a) of Schedule 1 to AnnexF, for the twelve (12) month period then ended of greater than$180,000,000, Agent’s right to impose any Reserves not previously imposed or toalter the manner in which previously imposed Reserves are determined shallrequire prior written consent of the Borrower. The Revolving Loan, including, without limitation, the AlternativeCurrency Revolving Credit Subfacility, shall be repaid in full on theCommitment Termination Date.  Borrowershall execute and deliver to each Revolving Lender a note to evidence the totalRevolving Loan Commitment of that Revolving Lender.  Each note shall be in the maximum principalamount of the Revolving Loan Commitment of the applicable Revolving Lender,dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i)(as amended, modified, extended, substituted or replaced from time to time,each a “Revolving Note” and, collectively, the “Revolving Notes”).  Other than pursuant to Section 1.1(a)(ii),if the aggregate outstanding Revolving Loan (including, without limitation, theamount outstanding under the Alternative Currency Revolving Credit Subfacility)exceeds the Borrowing Base as set forth in the most recently delivered Borrowing

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Base Certificate or thetotal aggregate Revolving Loan Commitment of all Lenders (any such excessamount of Revolving Loan is herein referred to as an “Overadvance”),Lenders shall not be obligated to make Revolving Credit Advances, no additionalLetters of Credit shall be issued and, except as provided in Section1.1(a)(ii) below, the Revolving Loan must be repaid immediately and/orLetters of Credit cash collateralized in an amount sufficient to eliminate anyOveradvance.  For the avoidance of doubt,at no time shall the Revolving Loan balance exceed the Maximum Amount and, ifat any time the Revolving Loan balance shall exceed the Maximum Amount,Borrower shall immediately repay the Revolving Loan in an amount sufficient toeliminate any such excess.  AllOveradvances shall constitute Index Rate Loans and shall bear interest payableupon demand at the Default Rate.  Forfunding requests for Revolving Credit Advances to be funded as Index Rate Loansof less than $5,000,000, written notice must be provided by 1:00 p.m. (New Yorktime) on the Business Day on which the Revolving Credit Advance is to bemade.  For funding requests of RevolvingCredit Advances to be funded as Index Rate Loans of $5,000,000 or greater,written notice must be provided by 1:00 p.m. (New York time) on the BusinessDay immediately preceding the day on which the Revolving Credit Advance is tobe made.  All Revolving Credit Advancesto be funded as LIBOR Loans require three (3) Business Days prior writtennotice. Written notices for funding requests shall be in the form attached as Exhibit1.1(a)(ii) (“Notice of Revolving Credit Advance”).  Any Loan or group of Loans having the sameproposed LIBOR Period to be made or continued as, or converted into, a LIBORLoan must be in a minimum amount of $5,000,000 and integral multiples of$500,000 in excess of such amount.

(ii)           If Borrower requests that RevolvingLenders make, or permit to remain outstanding an Overadvance, Agent may, in itssole discretion, elect to make, or permit to remain outstanding suchOveradvance; provided, however, that Agent may not causeRevolving Lenders to make, or permit to remain outstanding, (a) aRevolving Loan balance in excess of the Maximum Amount or (b) anOveradvance in an aggregate amount in excess of $10,000,000.  Ifan Overadvance is made, or permitted to remain outstanding, pursuant to thepreceding sentence, then all Revolving Lenders shall be bound to make, orpermit to remain outstanding, such Overadvance based upon their Pro Rata Sharesof the Revolving Loan Commitment in accordance with the terms of thisAgreement.

(b)                                 DomesticSwing Line Facility.

(i)            Subject to the terms and conditionshereof, the Swing Line Lender hereby agrees to make available at any time andfrom time to time until the Commitment Termination Date advances (each, a “SwingLine Advance”).  The provisions ofthis Section 1.1(b) shall not relieve Revolving Lenders of theirobligations to make Revolving Credit Advances under Section 1.1(a).  Except as provided in Section 1.1(a)(ii)above, the aggregate amount of

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Swing Line Advancesoutstanding shall not exceed at any time the lesser of (A) the Swing LineCommitment and (B) Borrowing Availability (“Swing Line Availability”).  Until the Commitment Termination Date,Borrower may from time to time borrow, repay and reborrow under this Section1.1(b).  Whenever Borrower desiresthat the Swing Line Lender make a Swing Line Advance hereunder, Borrower shallgive the Swing Line Lender, not later than 3:30 P.M. (New York time), on thedate that a Swing Line Advance is to be made, written notice or telephonicnotice promptly confirmed in writing of each Swing Line Advance to be madehereunder.  Each such notice shall beirrevocable and specify (A) the date of borrowing (which shall be a BusinessDay), and  (B) the aggregate principalamount of the Swing Line Advance to be made pursuant to such borrowing.  Unless the Swing Line Lender has received atleast one (1) Business Day’s prior written notice from Requisite Lendersinstructing it not to make a Swing Line Advance, the Swing Line Lender shall,notwithstanding the failure of any condition precedent set forth in Section2.2, be entitled to fund that Swing Line Advance, and to have eachRevolving Lender make Revolving Credit Advances in accordance with Section1.1(b)(iii) or purchase participating interests in accordance with Section1.1(b)(iv).  Notwithstanding anyother provision of this Agreement or the other Loan Documents, the Swing LineLoan shall constitute an Index Rate Loan. Borrower shall repay the aggregate outstanding principal amount of theSwing Line Loan upon demand therefor by Agent. The entire unpaid balance of theSwing Line Loan and all other noncontingent Obligations (other than as setforth in Section 1.5) shall be immediately due and payable in full inimmediately available funds on the Commitment Termination Date if not soonerpaid in full.

(ii)           Borrower shall execute and deliver tothe Swing Line Lender a promissory note to evidence the Swing Line Commitment.Such note shall be in the principal amount of the Swing Line Commitment of theSwing Line Lender, dated the Closing Date and substantially in the form of Exhibit1.1(b) (as amended, modified, extended, substituted or replaced from timeto time, the “Swing Line Note”). The Swing Line Note shall represent theobligation of Borrower to pay the amount of the Swing Line Commitment or, ifless, the aggregate unpaid principal amount of all Swing Line Advances made toBorrower together with interest thereon as prescribed in Section 1.2.

(iii)          The Swing Line Lender, at any time andfrom time to time in its sole and absolute discretion but no less frequently than once weekly, may****onbehalf of Borrower (and Borrower hereby irrevocably authorizes the Swing LineLender to so act on its behalf) request each Revolving Lender to make aRevolving Credit Advance to Borrower (which shall be an Index Rate Loan) in anamount equal to that Revolving Lender’s Pro Rata Share of the principal amountof the Swing Line Loan (the “Refunded Swing Line Loan”) outstanding onthe date such notice is given.  Unlessany of the events described in Sections 7.1(f) and 7.1(g) has occurred(in which event the procedures of Section 1.1(b)(iv) shall apply) andregardless of whether the conditions precedent set forth in this

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Agreement to the makingof a Revolving Credit Advance are then satisfied, each Revolving Lender shalldisburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance onbehalf of the Swing Line Lender, prior to 3:00 p.m. (New York time), inimmediately available funds on the Business Day next succeeding the date thatnotice is given.  The proceeds of thoseRevolving Credit Advances shall be immediately paid to the Swing Line Lenderand applied to repay the Refunded Swing Line Loan.

(iv)          If, prior to refunding a Swing LineLoan with a Revolving Credit Advance pursuant to Section 1.1(b)(iii),one of the events described in Sections 7.1(f) or 7.1(g) has occurred,then, subject to the provisions of Section 1.1(b)(v) below, each RevolvingLender shall, on the date such Revolving Credit Advance was to have been madefor the benefit of Borrower, purchase from the Swing Line Lender an undividedparticipation interest in the Swing Line Loan in an amount equal to its ProRata Share (determined with respect to the Revolving Loan) of such Swing LineLoan.  Upon request, each RevolvingLender shall promptly transfer to the Swing Line Lender, in immediatelyavailable funds, the amount of its participation interest.

(v)           Each Revolving Lender’s obligation tomake Revolving Credit Advances in accordance with Section 1.1(b)(iii)and to purchase participation interests in accordance with Section1.1(b)(iv) shall be absolute and unconditional and shall not be affected byany circumstance, including (A) any setoff, counterclaim, recoupment,defense or other right that such Revolving Lender may have against the SwingLine Lender, Borrower or any other Person for any reason whatsoever;(B) the occurrence or continuance of any Default or Event of Default; (C) anyinability of Borrower to satisfy the conditions precedent to borrowing setforth in this Agreement at any time or (D) any other circumstance,happening or event whatsoever, whether or not similar to any of the foregoing.  Swing Line Lender shall be entitled torecover, on demand, from each Revolving Lender the amounts required pursuant toSections 1.1.(b)(iii) or 1.1(b)(iv), as the case may be.  If any Revolving Lender does not makeavailable such amounts to Agent or the Swing Line Lender, as applicable, theSwing Line Lender shall be entitled to recover, on demand, such amount ondemand from such Revolving Lender, together with interest thereon for each dayfrom the date of non-payment until such amount is paid in full at theFederal Funds Rate for the first two Business Days and at the Index Ratethereafter.

(c)           Letters of Credit.  The Revolving Loan Commitment may, inaddition to advances under the Revolving Loan and the Alternative CurrencyRevolving Credit Subfacility, be utilized (subject to the limitations imposedby Section 1.1(a)), upon the request of the Borrower to Agent, for theissuance of Letters of Credit, which shall be issued in Dollars or, to theextent available, Pounds Sterling, on behalf of Borrower.  Immediately upon the issuance by an L/CIssuer of a Letter of Credit, and without further action on the part of Agentor any of the Lenders, each Revolving Lender shall be deemed to have purchased

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from such L/C Issuer aparticipation in such Letter of Credit (or in its obligation under a riskparticipation agreement with respect thereto) equal to such Revolving Lender’sPro Rata Share of the aggregate amount available to be drawn under such Letterof Credit.

(i)            Maximum Amount.  The aggregate amount of Letter of CreditObligations with respect to all Letters of Credit outstanding or unreimbursedat any time shall not exceed $45,000,000, or the Dollar Equivalent thereof (“L/CSublimit”).

(ii)           Reimbursement.  Borrower shall be irrevocably andunconditionally obligated forthwith without presentment, demand, protest orother formalities of any kind (including for purposes of Section 10), toreimburse any L/C Issuer on demand in immediately available funds for anyamounts paid by such L/C Issuer with respect to a Letter of Credit, including allreimbursement payments, Fees, Charges, costs and expenses paid by such L/CIssuer.  Borrower hereby authorizes anddirects Agent, at Agent’s option, to debit Borrower’s accounts (by increasingthe outstanding principal balance of the Revolving Credit Advances, AlternativeCurrency Revolving Credit Advances, Swing Line Advances or Alternative CurrencySwing Line Advances made to Borrower, as applicable) in the amount of anypayment made by an L/C Issuer with respect to any Letter of Credit.  All amounts paid by an L/C Issuer withrespect to any Letter of Credit that are not immediately repaid by Borrowerwith the proceeds of a Revolving Credit Advance, Alternative Currency RevolvingCredit Advance, Swing Line Advance, Alternative Currency Swing Line Advance orotherwise shall bear interest payable on demand at the interest rate applicableto Revolving Credit Advances that are Index Rate Loans plus, at the election ofAgent or Requisite Lenders, an additional two percent (2.00%) per annum.  Each Revolving Lender agrees to fund its ProRata Share of any Revolving Loan made pursuant to this Section 1.1(c)(ii).  In the event Agent elects not to debitBorrower’s account and Borrower fails to reimburse the L/C Issuer in full onthe date of any payment in respect of a Letter of Credit, Agent shall promptlynotify each Revolving Lender of the amount of such unreimbursed payment and theaccrued interest thereon and each Revolving Lender, on the next Business Dayprior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal toits Pro Rata Share thereof in same day funds.  Each Revolving Lender hereby absolutely andunconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuersuch Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuerin respect of a Letter of Credit and not immediately reimbursed by Borrower orsatisfied through a debit of Borrower’s account.  Each Revolving Lender acknowledges and agreesthat its obligations pursuant to this subsection in respect of Letters ofCredit are absolute and unconditional and shall not be affected by anycircumstance whatsoever, including setoff, counterclaim, the occurrence andcontinuance of a Default or an Event of Default or any failure by Borrower tosatisfy any of the conditions set forth in Section 2.2.  If any Revolving Lender fails to makeavailable to the L/C Issuer the amount of such

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Revolving Lender’s ProRata Share of any payments made by the L/C Issuer in respect of a Letter ofCredit as provided in this Section 1.1(c)(ii), the L/C Issuer shall beentitled to recover such amount on demand from such Revolving Lender togetherwith interest at the Index Rate or at the Alternative Currency Index Rate, asapplicable.

(iii)          Request for Letters of Credit.  Borrower shall give Agent at least three (3)Business Days prior written notice specifying the date a Letter of Credit isrequested to be issued, the amount and the name and address of the beneficiaryand a description of the transactions proposed to be supported thereby, theApplicable Currency, and the expiry date (or extended expiry date) of theLetter of Credit.  Each request byBorrower for the issuance of a Letter of Credit shall be in the form of Exhibit1.1(c).  If Agent informs Borrowerthat the L/C Issuer cannot issue the requested Letter of Credit directly,Borrower may request that L/C Issuer arrange for the issuance of the requestedLetter of Credit under a risk participation agreement with another financialinstitution reasonably acceptable to Agent, L/C Issuer and Borrower.  The issuance of any Letter of Credit underthis Agreement shall be subject to satisfaction of the conditions set forth in Section2.2 and the conditions that the Letter of Credit (i) supports atransaction benefiting the Credit Parties (other than Holdings) or theirwholly-owned Subsidiaries and (ii) is in a form, is for an amount andcontains such terms and conditions as are reasonably satisfactory to the L/CIssuer and, in the case of standby letters of credit, Agent.  The initial notice requesting the issuance ofa Letter of Credit shall be accompanied by the form of the Letter of Credit andthe Master Standby Agreement or Master Documentary Agreement, as applicable,and an application for a letter of credit, if any, then required by the L/CIssuer completed in a manner reasonably satisfactory to such L/C Issuer.  If any provision of any application orreimbursement agreement is inconsistent with the terms of this Agreement, thenthe provisions of this Agreement, to the extent of such inconsistency, shallcontrol.

(iv)          Expiration Dates of Letters ofCredit.  The expiration date of eachLetter of Credit shall be on a date that is not later than the earlier of(a) twelve months from its date of issuance or (b) the thirtieth (30th) day prior to the date setforth in clause (a) of the definition of the term Commitment TerminationDate. Notwithstanding the foregoing, a Letter of Credit may provide forautomatic extensions of its expiration date for one (1) or more successiveperiods of up to twelve (12) months for each period; provided that the L/CIssuer has the right to terminate such Letter of Credit on each such expirationdate and no renewal term may extend the term of the Letter of Credit to a datethat is later than the thirtieth (30th) day prior to the date set forth inclause (a) of the definition of the term Commitment Termination Date.  Upon direction by Agent or Requisite Lenders,the L/C Issuer shall not renew any such Letter of Credit at any time during thecontinuance of an Event of Default; provided that, in the case of a directionby Agent or Requisite Lenders, the L/C Issuer receives such directions

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prior to the date noticeof non-renewal is required to be given by the L/C Issuer and the L/C Issuer hashad a reasonable period of time to act on such notice.

(v)           Obligations Absolute.  The obligation of Borrower to reimburse theL/C Issuer, Agent and Lenders for payments made in respect of Letters of Creditissued by the L/C Issuer shall be unconditional and irrevocable and shall be paidunder all circumstances strictly in accordance with the terms of thisAgreement, including the following circumstances: (a) any lack of validityor enforceability of any Letter of Credit; (b) any amendment or waiver ofor any consent or departure from all or any of the provisions of any Letter ofCredit or any Loan Document; (c) the existence of any claim, set-off,defense or other right which Borrower, any of its Subsidiaries or Affiliates orany other Person may at any time have against any beneficiary of any Letter ofCredit, Agent, any L/C Issuer, any Lender or any other Person, whether inconnection with this Agreement, any other Loan Document or any other related orunrelated agreements or transactions; (d) any draft or other documentpresented under any  Letter of Creditproving to be forged, fraudulent, invalid or insufficient in any respect or anystatement therein being untrue or inaccurate in any respect; (e) paymentunder any Letter of Credit against presentation of a draft or other document thatdoes not substantially comply with the terms of such Letter of Credit; or(f) any other act or omission to act or delay of any kind of any L/CIssuer, Agent, any Lender or any other Person or any other event orcircumstance whatsoever that might, but for the provisions of this Section1.1(c)(v), constitute a legal or equitable discharge of Borrower’sobligations hereunder.  Without limitingthe generality of the foregoing, it is expressly understood and agreed byBorrower that the absolute and unconditional obligation of Borrower to Agentand Lenders hereunder to reimburse payments made under a Letter of Credit willnot be excused by the gross negligence or willful misconduct of the L/CIssuer.  However, the foregoing shall notbe construed to excuse an L/C Issuer from claims which Borrower may assertagainst the L/C Issuer subject to the terms of the Master Standby Agreement orthe Master Documentary Agreement.

(vi)          Obligations of L/C Issuers.  Each L/C Issuer (other than GE Capital)hereby agrees that it will not issue a Letter of Credit hereunder until it hasprovided Agent with written notice specifying the amount and intended issuancedate of such Letter of Credit.  Each L/CIssuer (other than GE Capital) further agrees to provide to Agent:  (a) a copy of each Letter of Creditissued by such L/C Issuer promptly after its issuance; (b) a weekly reportsummarizing available amounts under Letters of Credit issued by such L/CIssuer, the dates and amounts of any draws under such Letters of Credit, theeffective date of any increase or decrease in the face amount of any Letters ofCredit during such week and the amount of any unreimbursed draws under suchLetters of Credit; and (c) such additional information reasonablyrequested by Agent from time to time with respect to the Letters of Creditissued by such L/C Issuer.

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(d)                                 AlternativeCurrency Revolving Credit Subfacility.

(i)            The Revolving Loan Commitment may,in addition to advances under the Revolving Loan and the issuance of anyLetters of Credit, be utilized (subject to the limitations imposed by Section1.1(a) and this Section 1.1(d)), upon the request of Borrower, foradvances under the Alternative Currency Revolving Credit Subfacility as setforth herein.  Each Revolving Lenderagrees, severally and not jointly, to make available to the Borrower from timeto time until the Commitment Termination Date its Pro Rata Share of advancesdenominated in an Alternative Currency (each an “Alternative CurrencyRevolving Credit Advance”) requested by Borrower hereunder, which requestshall specify the Alternative Currency. The Pro Rata Share of the Alternative Currency Revolving Credit Advancesof any Revolving Lender shall not at any time exceed the Assigned Dollar Value ofsuch Lender’s Unused Alternative Currency Revolving Credit Sub-Commitmentat such time; provided, however, that the aggregate amount of allAlternative Currency Revolving Credit Advances at any time outstanding shallnot at any time exceed the Assigned Dollar Value of $150,000,000 (the “AlternativeCurrency Revolving Credit Subfacility”), and, provided, further,that the aggregate amount of all Alternative Currency Revolving CreditBorrowings shall in no event exceed the aggregate of the Unused AlternativeCurrency Revolving Credit Sub-Commitments of the Revolving Lenders atsuch time.  Each Alternative CurrencyRevolving Credit Borrowing  shall be inthe Assigned Dollar Value of approximately Two Million Dollars ($2,000,000) oran integral multiple of approximately One Million Dollars ($1,000,000) inexcess thereof on the date of the applicable Notice of Alternative CurrencyBorrowing or, if less, the then Dollar Equivalent amount of the aggregateUnused Alternative Currency Revolving Credit Sub-Commitments other than,in the case of continuations or conversions of any Alternative CurrencyRevolving Credit Borrowing, to the extent a failure to comply with theforegoing is solely a result of currency fluctuations.  Each Alternative Currency Revolving CreditBorrowing shall consist of Alternative Currency Revolving Credit Advances madesimultaneously by the Revolving Lenders ratably according to their AlternativeCurrency Revolving Credit Sub-Commitments.

(ii)           Each Alternative Currency RevolvingCredit Borrowing shall be made on notice, given not later than 1:00 P.M. (NewYork, New York time) on the 3rd Business Day prior to the date of the proposedBorrowing by the Borrower to the Agent. Each such notice of an Alternative Currency Revolving Credit Borrowing (a“Notice of Alternative Currency Borrowing”) shall be in substantiallythe form of Exhibit 1.1(d)(ii) hereto, specifying therein the requested(i) date of such Alternative Currency Revolving Credit Borrowing, (ii)Applicable Currency, and (iii) aggregate amount of such Alternative CurrencyRevolving Credit Borrowing.

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(e)                                  AlternativeCurrency Swing Line Facility.

(i)            Subject to the terms and conditionshereof, the Alternative Currency Swing Line Lender hereby agrees to makeavailable at any time and from time to time until the Commitment TerminationDate advances (each, an “Alternative Currency Swing Line Advance”).  The provisions of this Section 1.1(e)shall not relieve Revolving Lenders of their obligations to make RevolvingCredit Advances under Section 1.1(b) or Alternative Revolving CreditAdvances under Section 1.1(d). Except as provided in Section 1.1(a)(ii) above, the aggregateamount of Alternative Currency Swing Line Advances outstanding shall not exceedat any time the lesser of (A) the Alternative Currency Swing LineCommitment and (B) Borrowing Availability (“Alternative Currency Swing LineAvailability”).  Until the CommitmentTermination Date, Borrower may from time to time borrow, repay and reborrowunder this Section 1.1(e). Whenever Borrower desires that the Alternative Currency Swing LineLender make an Alternative Currency Swing Line Advance hereunder, Borrowershall give the Alternative Currency Swing Line Lender not later than 10:00 A.M.(New York time) on the Business Day prior to the date that an AlternativeCurrency Swing Line Advance is to be made, written notice or telephonic noticepromptly confirmed in writing of each Alternative Currency Swing Line Advanceto be made hereunder.  Each such noticeshall be irrevocable and specify (A) the date of Borrowing (which shall be aBusiness Day), and (B) the aggregate principal amount of the AlternativeCurrency Swing Line Advance to be made pursuant to such Borrowing.  Unless the Alternative Currency Swing LineLender has received at least one (1) Business Day’s prior written notice fromRequisite Lenders instructing it not to make an Alternative Currency Swing LineAdvance, the Alternative Currency Swing Line Lender shall, notwithstanding thefailure of any condition precedent set forth in Section 2.2, be entitledto fund that Alternative Currency Swing Line Advance, and to have eachRevolving Lender make Alternative Currency Revolving Credit Advances inaccordance with Section 1.1(e)(iii) or purchase participating interestsin accordance with Section 1.1(e)(iv). Notwithstanding any other provision of this Agreement or the other LoanDocuments, the Alternative Currency Swing Line Loan shall constitute an IndexRate Loan.  Borrower shall repay theaggregate outstanding principal amount of the Alternative Currency Swing LineLoan upon demand therefor by Agent.  Theentire unpaid balance of the Alternative Currency Swing Line Loan and all othernoncontingent Obligations shall be immediately due and payable in full inimmediately available funds on the Commitment Termination Date if not soonerpaid in full.

(ii)           Borrower shall execute and deliver tothe Alternative Currency Swing Line Lender a promissory note to evidence theAlternative Currency Swing Line Commitment. Such note shall be in the principal amount of the Alternative CurrencySwing Line Commitment of the Alternative Currency Swing Line Lender, dated theClosing Date and substantially in the form of Exhibit 1.1(e) (asamended, modified, extended, substituted or replaced from time to time, the “AlternativeCurrency Swing Line Note”).  TheAlternative Currency Swing Line Note shall represent the obligation

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of Borrower to pay theamount of the Alternative Currency Swing Line Commitment or, if less, theaggregate unpaid principal amount of all Alternative Currency Swing LineAdvances made to Borrower together with interest thereon as prescribed in Section1.2.

(iii)          The Alternative Currency Swing LineLender, at any time and from time to time in its sole and absolute discretion but no less frequently than once every twoweeks, may on behalf of Borrower (and Borrower hereby irrevocablyauthorizes the Alternative Currency Swing Line Lender to so act on its behalf)request each Revolving Lender to make an Alternative Currency Revolving CreditAdvance to Borrower (which shall be a LIBOR Loan at the Alternative CurrencyLIBOR Rate) in an amount equal to that Revolving Lender’s Pro Rata Share of thedifference between (A) the principal amount of the Alternative Currency SwingLine Loan (such amount, the “Refunded Alternative Currency Swing Line Loan”)outstanding on the date such notice is given and (B) the then Pounds Sterlingequivalent of $2,500,000.  Prior tosending such notice the Alternative Currency Swing Line Lender shall contactthe Borrower which shall specify the LIBOR Period for the Alternative CurrencyRevolving Credit Advance to be made by each Lender in order to repay theRefunded Alternative Currency Swing Line Loan and, accordingly, such noticesent by the Alternative Currency Swing Line Lender to each Lender shall specifyboth such Lender’s Pro Rata Share of the Refunded Alternative Currency Advanceand the LIBOR Period selected by the Borrower for the Alternative CurrencyRevolving Credit Advances to be made by the Lenders in the amount of theRefunded Alternative Currency Swing Line Loan. Unless any of the events described in Sections 7.1(f) and 7.1(g)has occurred (in which event the procedures of Section 1.1(e)(iv) shallapply) and regardless of whether the conditions precedent set forth in thisAgreement to the making of an Alternative Currency Revolving Credit Advance arethen satisfied, each Revolving Lender shall disburse directly to Agent, its ProRata Share of an Alternative Currency Revolving Credit Advance on behalf of theAlternative Currency Swing Line Lender, prior to 3:00 p.m. (New York time), inimmediately available funds on the third (3rd) Business Day next following thedate that such notice is given by the Alternative Currency Swing LineLender.  The proceeds of thoseAlternative Currency Revolving Credit Advances shall be immediately paid to theAlternative Currency Swing Line Lender and applied to repay the RefundedAlternative Currency Swing Line Loan.

(iv)          If, prior to refunding an AlternativeCurrency Swing Line Loan with an Alternative Currency Revolving Credit Advancepursuant to Section 1.1(e)(iii), one of the events described in Sections7.1(f) or 7.1(g) has occurred, then, subject to the provisions of Section1.1(e)(v) below, each Revolving Lender shall, on the date such AlternativeCurrency Revolving Credit Advance was to have been made for the benefit ofBorrower, purchase from the Alternative Currency Swing Line Lender an undividedparticipation interest in the Alternative Currency Swing Line Loan in an amountequal to its Pro Rata Share (determined with respect to Alternative CurrencyRevolving Credit Borrowings) 

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of such AlternativeCurrency Swing Line Loan.  Upon request,each Revolving Lender shall promptly transfer to the Alternative Currency SwingLine Lender, in immediately available funds, the amount of its participationinterest.

(v)           Each Revolving Lender’s obligation tomake Alternative Currency Revolving Credit Advances in accordance with Section1.1(e)(iii) and to purchase participation interests in accordance with Section1.1(e)(iv) shall be absolute and unconditional and shall not be affected byany circumstance, including (A) any setoff, counterclaim, recoupment,defense or other right that such Revolving Lender may have against theAlternative Currency Swing Line Lender, Borrower or any other Person for anyreason whatsoever; (B) the occurrence or continuance of any Default orEvent of Default; (C) any inability of Borrower to satisfy the conditionsprecedent to borrowing set forth in this Agreement at any time or (D) anyother circumstance, happening or event whatsoever, whether or not similar to anyof the foregoing.  Alternative CurrencySwing Line Lender shall be entitled to recover, on demand, from each RevolvingLender the amounts required pursuant to Sections 1.1.(e)(iii) or 1.1(e)(iv),as the case may be.  If any RevolvingLender does not make available such amounts to Agent or the AlternativeCurrency Swing Line Lender, as applicable, the Alternative Currency Swing LineLender shall be entitled to recover, on demand, such amount on demand from suchRevolving Lender, together with interest thereon for each day from the date ofnon-payment until such amount is paid in full at the Federal Funds Ratefor the first two Business Days and at the Alternative Currency Index Ratethereafter.

(f)            Funding Authorization.

(i)            The proceeds of all Loans made tothe Borrower pursuant to this Agreement (other than Loans made to the Borrowerpursuant to the Alternative Currency Revolving Credit Subfacility) subsequentto the Closing Date are to be funded by Agent by wire transfer to the accountdesignated by Borrower below (the “US Disbursement Account”):

Bank:  Deutsche Trust Company Americas

ABA No.:  021-001-033

Bank Address:  New York, New York

Account No.:  00360911

Reference: Vertis, Inc.

(ii)           The proceeds of all Loans made to theBorrower pursuant to the Alternative Currency Revolving Credit Subfacilityunder this Agreement subsequent to the Seventh Amendment Effective Date are tobe funded by Agent by wire transfer to the applicable account designated inwriting by Borrower to Agent at least ten (10) Business Days prior to thefunding of any such Loan under the Alternative Currency Revolving CreditSubfacility (each, a “European Disbursement Account”, and collectivelythe “European Disbursement 

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Accounts” andcollectively with the US Disbursement Account, the “Disbursement Accounts”).

Borrower shall provideAgent with written notice of any change in the foregoing instructions at leastthree (3) Business Days before the desired effective date of such change.

(g)           Term Loan.  Each Term Lender agrees, severally and not jointly,to lend to Borrower in one draw, on the Seventh Amendment Effective Date, itsPro Rata Share of the aggregate amount of $50,000,000 (the “Term Loan”).  The principal amount of the Term Loan shallbe due and payable in full, in cash in one installment, on the CommitmentTermination Date; subject, however, to acceleration upon (orfollowing) the occurrence of an Event of Default and during its continuation,or upon earlier termination of this Agreement, as provided for herein.  Amounts borrowed under this Section 1.1(g)and repaid may not be reborrowed.  TheTerm Loan shall be evidenced by promissory notes substantially in the form of Exhibit1.1(g) (as amended, modified, extended, substituted or replaced from timeto time, each a “Term Note” and, collectively, the “Term Notes”),and, except as provided in Section 1.7, the Borrower shall execute anddeliver each Term Note to the applicable Term Lender.  Each Term Note shall represent the obligationof Borrower to pay the amount of the applicable Term Lender’s Term LoanCommitment, together with interest thereon.

1.2           Interestand Applicable Margins.

(a)           Borrower shall pay interest to Agent,for the ratable benefit of Lenders, with respect to the various Loans (otherthan Letter of Credit Obligations) made by each Lender (or in the case of theSwing Line Loan, for the benefit of the Swing Line Lender or, in the case ofthe Alternative Currency Swing Line Loan, for the benefit of the AlternativeCurrency Swing Line Lender), in arrears on each applicable Interest PaymentDate, at the following rates with respect to (i) Revolving Credit Advances thatare Index Rate Loans, the Index Rate plus the Applicable Revolver Index Marginper annum, (ii) Revolving Credit Advances that are LIBOR Loans, at the electionof Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBORMargin per annum, (iii) the Swing Line Loan, the Index Rate plus the ApplicableRevolver Index Margin per annum, (iv) Alternative Currency Revolving CreditAdvances that are LIBOR Loans, at the election of Borrower, the applicableAlternative Currency LIBOR Rate plus the Applicable Revolver LIBOR Margin perannum, (v) Alternative Currency Swing Line Loan, the Alternative Currency IndexRate plus the Applicable Alternative Currency Revolver Index Margin per annum,and (vi) the Term Loan, the applicable LIBOR Rate plus the Applicable Term LoanMargin per annum.

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As of the SeventhAmendment Effective Date, the Applicable Margins with respect to RevolvingCredit Advances, Alternative Currency Revolving Credit Advances and Letter ofCredit Obligations are as follows:

| Applicable Revolver Index Margin                        |   | 1.75 | % |
|---------------------------------------------------------|--------|------|---|
| Applicable  Alternative Currency  Revolver Index Margin |   | 3.00 | % |
| Applicable  Revolver LIBOR Margin                       |   | 3.00 | % |
| Applicable L/C Margin                                   |   | 3.00 | % |

 

The Applicable Term LoanMargin shall in all events equal the greater of (I) 4.75% and (II) 1.75% inexcess of the then Applicable Revolver LIBOR Margin.

The Applicable Marginsshall be adjusted (up or down) prospectively on a quarterly basis as determinedby Holdings’ and its Subsidiaries’ consolidated financial performance,commencing with the first day of the first calendar month that occurs more thanone (1) day after delivery of Holdings’ quarterly Financial Statements toLenders for the Fiscal Quarter ending June 30, 2005.  Adjustments in Applicable Margins withrespect to Revolving Credit Advances, Alternative Currency Revolving CreditAdvances and Letter of Credit Obligations will be determined by reference tothe following grid:

| If Leverage Ratio is: | ** ** | **Level of  Applicable Margins:** |
|-----------------------|------------|-----------------------------------|
| <0.7               |       | Level I                           |
| <1.0, but > 0.7 |       | Level II                          |
| <1.6, but > 1.0 |       | Level III                         |
| >1.6               |       | Level IV                          |

 

|                                                        | ** ** | **Applicable Margins** | ** ** |
|--------------------------------------------------------|------------|-----------------------------|------------|
| ** **                                             | ** ** | **Level I**            | ** ** | **Level II** | ** ** | **Level III** | ** ** | **Level IV** | ** ** |
| Applicable  Revolver Index Margin                      |       |                        | 1.00       | % |   |   | 1.25 | % |   |   | 1.50 | % |   |   | 1.75 | % |   |
| Applicable  Alternative Currency Revolver Index Margin |       |                        | 2.25       | % |   |   | 2.50 | % |   |   | 2.75 | % |   |   | 3.00 | % |   |
| Applicable  Revolver LIBOR Margin                      |       |                        | 2.25       | % |   |   | 2.50 | % |   |   | 2.75 | % |   |   | 3.00 | % |   |
| Applicable L/C Margin                                  |       |                        | 2.25       | % |   |   | 2.50 | % |   |   | 2.75 | % |   |   | 3.00 | % |   |

 

All adjustments in theApplicable Margins  after June 30, 2005shall be implemented quarterly on a prospective basis, for each calendar monthcommencing at least one (1) day after the date of delivery to Lenders of the 

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quarterly unauditedFinancial Statements evidencing the need for an adjustment.  Concurrently with the delivery of quarterlyunaudited Financial Statements, Borrower shall deliver to Agent and Lenders acertificate, signed by its chief financial officer, setting forth in reasonabledetail the basis for the continuance of, or any change in, the ApplicableMargins.  Failure to timely deliver suchFinancial Statements shall, in addition to any other remedy provided for inthis Agreement, result in an increase in the Applicable Margins to the highestlevel set forth in the foregoing grid, until the first day of the firstcalendar month following the delivery of those Financial Statementsdemonstrating that such an increase is not required.  If any Default or an Event of Default hasoccurred and is continuing at the time any reduction in the Applicable Marginsis to be implemented, that reduction shall be deferred until the first day ofthe first calendar month following the date on which all Defaults or Events ofDefault are waived or cured.

(b)           If any payment on any Loan becomes dueand payable on a day other than a Business Day, the maturity thereof will beextended to the next succeeding Business Day (except as set forth in thedefinition of LIBOR Period) and, with respect to payments of principal,interest thereon shall be payable at the then applicable rate during suchextension.

(c)           All computations of Fees calculated ona per annum basis and interest shall be made by Agent on the basis of a 360-dayyear, in each case for the actual number of days occurring in the period forwhich such Fees and interest are payable. The Index Rate and the Alternative Currency Index Rate are each floatingrates determined for each day.  Eachdetermination by Agent of an interest rate and Fees hereunder shall be final,binding and conclusive on Borrower, absent manifest error.

(d)           So long as an Event of Default hasoccurred and is continuing under Section 7.1(a), (f) or (g)and without notice of any kind, or so long as any other Event of Default hasoccurred and is continuing and at the election of Agent (or upon the writtenrequest of Requisite Lenders) confirmed by written notice from Agent toBorrower, the interest rates applicable to the Loans and the Letter of Creditand Unused Line Fees shall be increased by two percentage points (2%) per annumabove the rates of interest or the rate of such Fee otherwise applicablehereunder (“Default Rate”), and all other outstanding Obligations whichare past due shall bear interest at the then applicable Index Rate applicableto such other Obligations plus the Default Rate.  Interest, Unused Line Fees and Letter ofCredit Fees at the Default Rate shall accrue from the initial date of suchEvent of Default until that Event of Default is cured or waived and shall bepayable upon demand, but in any event, shall be payable on the next regularlyscheduled payment date set forth herein for such Obligation.

(e)           Borrower shall have the option to(i) request that any Revolving Credit Advance or Alternative CurrencyRevolving Credit Advance be made as a LIBOR Loan, (ii) convert at any timeall or any part of outstanding 

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Loans (other than theSwing Line Loan) from Index Rate Loans to LIBOR Loans, (iii) convert anyLIBOR Loan (other than an Alternative Currency Revolving Credit Advance or theTerm Loan) to an Index Rate Loan, subject to payment of the LIBOR BreakageCosts in accordance with Section 1.3(e) if such conversion is made priorto the expiration of the LIBOR Period applicable thereto, or (iv) continueall or any portion of any Loan (other than the Swing Line Loan) as a LIBOR Loanupon the expiration of the applicable LIBOR Period and the succeeding LIBORPeriod of that continued Loan shall commence on the first day after the lastday of the LIBOR Period of the Loan to be continued, provided, however,Loans that bear interest by reference to the Alternative Currency LIBOR Rateand the Alternative Currency Index Rate may not be converted or continued asLoans that bear interest by reference to the LIBOR Rate or the Index Rate.  Any such election must be made by 1:00 p.m.(New York time) on the 3rd Business Day prior to (1) the date of anyproposed Revolving Credit Advance or Alternative Currency Revolving CreditAdvance that is to bear interest at the LIBOR Rate or the Alternative CurrencyLIBOR Rate, as applicable, (2) the end of each LIBOR Period with respectto any LIBOR Loans to be continued as such, or (3) the date on whichBorrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBORPeriod designated by Borrower in such election. If no election is received with respect to a LIBOR Loan by 1:00 p.m.(New York time) on the 3rd Business Day prior to the end of the LIBOR Period withrespect thereto, that LIBOR Loan (other than an Alternative Currency RevolvingCredit Advance) shall be converted to an Index Rate Loan at the end of itsLIBOR Period.  With respect to any Loanconsisting of an Alternative Currency Revolving Credit Advance, if no electionis received with respect to a LIBOR Loan by 1:00 p.m. (New York time) on the3rd Business Day prior to the end of the LIBOR Period with respect thereto,that LIBOR Loan shall be continued as a LIBOR Loan for the same LIBORPeriod.  Borrower must make such electionby notice to Agent in writing, by fax or overnight courier.  In the case of any conversion orcontinuation, such election must be made pursuant to a written notice (a “Noticeof Conversion/Continuation”) in the form of Exhibit 1.2(e).  No Loan shall be made, converted into orcontinued as a LIBOR Loan, if an Event of Default has occurred and iscontinuing and Agent or Requisite Lenders have determined not to make orcontinue any Loan as a LIBOR Loan as a result thereof.

(f)            Notwithstanding anything to thecontrary set forth in this Section 1.2, if a court of competentjurisdiction determines in a final order that the rate of interest payablehereunder exceeds the highest rate of interest permissible under law (the “MaximumLawful Rate”), then so long as the Maximum Lawful Rate would be soexceeded, the rate of interest payable hereunder shall be equal to the MaximumLawful Rate; provided, however, that if at any time thereafterthe rate of interest payable hereunder is less than the Maximum Lawful Rate,Borrower shall continue to pay interest hereunder at the Maximum Lawful Rateuntil such time as the total interest received by Agent, on behalf of Lenders,is equal to the total interest that would have been received had the interestrate 

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payable hereunder been(but for the operation of this paragraph) the interest rate payable since theClosing Date as otherwise provided in this Agreement.  Thereafter, interest hereunder shall be paidat the rate(s) of interest and in the manner provided in Sections 1.2(a)through (e), unless and until the rate of interest again exceeds theMaximum Lawful Rate, and at that time this paragraph shall again apply.  In no event shall the total interest receivedby any Lender pursuant to the terms hereof exceed the amount that such Lendercould lawfully have received had the interest due hereunder been calculated forthe full term hereof at the Maximum Lawful Rate.  If the Maximum Lawful Rate is calculatedpursuant to this paragraph, such interest shall be calculated at a daily rateequal to the Maximum Lawful Rate divided by the number of days in the year inwhich such calculation is made.  If,notwithstanding the provisions of this Section 1.2(f), a court ofcompetent jurisdiction shall determine by a final, non-appealable order that aLender has received interest hereunder in excess of the Maximum Lawful Rate,Agent shall, to the extent permitted by applicable law, promptly apply suchexcess as specified in Section 1.5(d) and thereafter shall refund anyexcess to Borrower or as such court of competent jurisdiction may otherwiseorder.

1.3           Fees.

(a)           Fee Letters.  Borrower shall pay: (i) to GE Capital,individually, the Fees specified in that certain fee letter, dated as ofNovember 5, 2004****among Borrower and GE Capital(the “GE Capital Fee Letter”), at the times specified for paymenttherein; and (ii) for so long as Crystal Capital is a “Lender”, to CrystalCapital, individually, the Fees specified in that certain fee letter, dated asof March 13, 2007****among Borrower and CrystalCapital (the “Crystal Capital Fee Letter”), at the times specified forpayment therein.

(b)           Unused Line Fee.  As additional compensation for the RevolvingLenders, Borrower shall pay to Agent, for the ratable benefit of such Lenders,in arrears, on the first Business Day of each calendar quarter prior to theCommitment Termination Date, commencing with January, 2005 and on theCommitment Termination Date, a fee for Borrower’s non-use of availablefunds in an amount equal to one-half of one percent (0.50%)****perannum multiplied by the difference between (x) the Maximum Amount (as itmay be reduced from time to time) and (y) the average for the period ofthe daily closing balances of the Revolving Loan (including, withoutduplication, Swing Line Loans and Alternative Currency Revolving Loans)outstanding during the period for which such Fee is due.

(c)           Letter of Credit Fee.  Borrower agrees to pay to Agent for thebenefit of Revolving Lenders, as compensation to such Revolving Lenders forLetter of Credit Obligations incurred hereunder, (i) without duplicationof reasonable, documented, out-of-pocket costs and expenses otherwise payableto Agent or Lenders hereunder, all costs and expenses incurred by Agent or anyLender on account of such Letter of Credit Obligations, and (ii) for eachcalendar 

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quarter during which anyLetter of Credit Obligation shall remain outstanding, commencing with the firstcalendar quarter following the Closing Date, a fee (the “Letter of CreditFee”) in an amount equal to theApplicable L/C Margin from time to time in effect multiplied by themaximum amount available from time to time to be drawn under the applicableLetter of Credit.  Such fee shall be paidto Agent for the benefit of the Revolving Lenders in arrears, on the firstBusiness Day of each calendar quarter and on the Commitment TerminationDate.  In addition, Borrower shall pay toany L/C Issuer, on demand, such fees (including all per annum fees), chargesand expenses of such L/C Issuer in respect of the issuance, negotiation,acceptance, amendment, transfer and payment of such Letter of Credit orotherwise payable pursuant to the application and related documentation underwhich such Letter of Credit is issued.

(d)           LIBOR Breakage Costs.  Upon (i) any default by Borrower inmaking any borrowing of, conversion into or continuation of any LIBOR Loanfollowing Borrower’s delivery to Agent of any LIBOR Loan request in respectthereof or (ii) any payment of a LIBOR Loan on any day that is not thelast day of the LIBOR Period applicable thereto (regardless of the source ofsuch prepayment and whether voluntary, by acceleration or otherwise), Borrowershall pay Agent, for the benefit of all Lenders that funded or were prepared tofund any such LIBOR Loan, LIBOR Breakage Costs, if applicable.

(e)           Expenses and Attorneys’ Fees.  Borrower agrees to pay all reasonable,documented, out-of-pocket fees, charges, costs and expenses (including, withoutduplication, reasonable attorneys’ fees and expenses) incurred by Agent, and,on and after the Seventh Amendment Effective Date, by Crystal Capital(regardless of whether incurred prior to the Seventh Amendment Effective Datein connection with the Seventh Amendment to Credit Agreement or after theSeventh Amendment Effective Date in connection with any of the Loan Documents),in connection with any matters contemplated by or arising out of the LoanDocuments, in connection with the examination, review, due diligenceinvestigation, documentation, negotiation, closing and syndication of thetransactions contemplated herein and in connection with the continuedadministration of the Loan Documents including any amendments, modifications,consents and waivers, and Agent will use its best efforts to give Borrowerreasonable notice of all such out-of-pocket fees, charges, costs and expenses; provided,however, that so long as no Default or Event of Default has occurred andis continuing, Borrower’s obligation to reimburse out-of-pocket expenses inrespect of (i) any Field Examination (as defined in Section 4.3 hereof)shall not exceed $40,000 and (ii) any Non-Real Estate Fixed Asset Appraisal (asdefined in Section 6.2(g) hereof) shall not exceed $125,000.  Borrower agrees to promptly pay reasonabledocumentation charges assessed by Agent for amendments, waivers, consents andany of the documentation prepared by Agent’s internal legal staff.  Borrower agrees to promptly pay, withoutduplication, all reasonable, documented, out-of-pocket fees, charges, costs andexpenses (including fees, charges, costs and expenses of attorneys, auditors,appraisers, consultants and 

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advisors) incurred byAgent, and, after the Seventh Amendment Effective Date, by Crystal Capital, inconnection with any (i) amendment, waiver or consent requested by a CreditParty with respect to the Loan Documents, (ii) Event of Default, (iii) work-outor (iv) action to enforce any Loan Document or to collect any payments due fromBorrower or any other Credit Party.  Inaddition, in connection with any work-out or action to enforce any LoanDocument or to collect any payments due from Borrower or any other CreditParty, Borrower agrees to promptly pay all reasonable fees, charges, costs andexpenses, including, without limitation, reasonable attorneys’ fees, incurredby Lenders.  All fees, charges, costs andexpenses for which Borrower is responsible under this Section 1.3(e)shall be deemed part of the Obligations when incurred, payable in accordancewith the final sentence of Section 1.4 and secured by the Collateral.

1.4           Receipt of Payments.

(a)           All payments by Borrower of theObligations shall be without deduction, defense, setoff or counterclaim andshall be made in same day funds and delivered to Agent, for the benefit ofAgent and Lenders, as applicable, by wire transfer to (i) with respect to paymentsin U.S. Dollars, the account identified below under the heading “US CollectionAccount” and (ii) with respect to payments in Pounds Sterling, the accountidentified below under the heading “UK Collection Account” or such other placeas Agent may from time to time designate in writing (collectively, the USCollection Account and the UK Collection Account are herein referred to as the “CollectionAccount”).

US Collection Account

ABA No. 021-001-033

Account Number 502-328-54

Deutsche Trust CompanyAmericas

New York, New York

ACCOUNT NAME: GECC/CAFDEPOSITORY

Reference:  GECapital re Vertis, Inc. CFN5830

UK Collection Account

Swift Code BARCGB22

Sort Code 200000

Barclays Bank PLC(London)

ACCOUNT NAME: GE CAPITALCOMMERCIAL FINANCE

Account Number: 60802697

Account ID: 5130

Reference: Vertis, Inc. CFN5830

(b)           Borrower shall make each payment underthis Agreement not later than (i) with respect to payments in Dollars, 4:00p.m. (New York time) on the day when due in immediately available funds inDollars to the US Collection Account and (ii) with respect to payments inPounds Sterling, 11:00 

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a.m. (New York time) onthe day when due in immediately available funds in Pounds Sterling to the UKCollection Account.  All payments byBorrower of the Obligations denominated in Dollars shall be made in Dollars;all payments by Borrower of the Obligations denominated in Pounds Sterlingshall be made in Pounds Sterling.  Forpurposes of computing interest and Fees and determining Borrowing Availabilityas of any date, all payments shall be deemed received on the day of receipt ofimmediately available funds therefor in (i) the U.S. Collection Account priorto 4:00 p.m. New York time and (ii) the UK Collection Account prior to 11:00a.m. (New York time).  Payments received(i) into the U.S. Collection Account after 4:00 p.m. (New York time) and (ii)after 11:00 a.m. (New York time) in the UK Collection Account on any BusinessDay shall be deemed to have been received on the following Business Day.

Whenever any payment tobe made hereunder shall be stated to be due on a day that is not a BusinessDay, the payment may be made on the next succeeding Business Day and suchextension of time shall be included in the computation of the amount ofinterest and Fees due hereunder.

(c)           Borrower hereby authorizes Lenders tomake Revolving Credit Advances, Alternative Currency Revolving Credit Advancesor Swing Line Advances for the payment of interest, Fees and expenses, Letterof Credit reimbursement obligations and any amounts required to be depositedwith respect to outstanding Letter of Credit Obligations pursuant to Sections1.5(e) or 7.3; provided, that so long as no Event of Default hasoccurred and is continuing, expense reimbursements pursuant to Section1.3(e) shall be payable 10 days after notice thereof to Borrower (andotherwise such expense reimbursements shall be payable upon demand).

1.5           Prepayments.

(a)           Voluntary Prepayments of Loans.  At any time, Borrower may prepay the Loans,in whole or in part, without premium or penalty subject to the payment of****LIBOR Breakage Costs, if applicable.  Prepayments of the Term Loan shall be appliedin accordance with Section 1.5(d).

(b)           Prepaymentsfrom Asset Dispositions.

(i)            Except as provided in Section1.5(b)(ii) below and other than any asset dispositions in connection withthe Permitted Receivables Financing as otherwise permitted hereunder,immediately upon receipt of any Net Proceeds in excess of $2,500,000 in theaggregate during any Fiscal Year,Borrower shall prepay the Loans in an amount equal to such Net Proceeds, exceptthat Borrower or its Subsidiaries mayreinvest all or a portion of the Net Proceeds of any such Asset Disposition,within three hundred and sixty (360) days, in fixed assets.  If Borrower does not intend to so reinvestsuch Net Proceeds or if the period set forth in the immediately precedingsentence expires without Borrower

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havingreinvested the Net Proceeds of any such Asset Disposition, Borrower shallprepay the Loans in an amount equal to such remaining Net Proceeds inaccordance with Section 1.5(d). Notwithstanding anything to the contrary in this Agreement, in the eventthat, and for so long as, Borrower has Borrowing Availability, both before andafter giving effect to any such prepayment, in excess of $20,000,000, theprovisions of this Section 1.5(b) shall not be applicable (i.e. nomandatory prepayment pursuant to this Section 1.5(b) shall be required).

(ii)           Notwithstanding anything to thecontrary in this Agreement, payments from (a) insurance proceeds or (b)condemnation proceeds, in each case, from casualties or losses to Collateralshall be applied to the Loan in accordance with this Section1.5(b)(ii).  If (i) Borrower notifies Agent in writingwithin thirty (30) days after the occurrence of such event that it intends toreplace or restore the affected Collateral, (ii) the cost required to replacethe Collateral with the same or substantially similar assets or restore theCollateral to the same value as it had prior to the casualty or condemnationdoes not exceed $2,500,000 and (iii) such proceeds, together with any amountscontributed to or otherwise available to Borrower to replace or restore theCollateral, are sufficient to cover all or substantially all of the replacementor restoration of the affected Collateral, Agent shall permit Borrower toreplace or restore the Collateral in a diligent and expeditious manner withmaterials and workmanship of substantially the same quality as existed beforethe casualty or condemnation; provided, that if Borrower has not completed suchreplacement or restoration within 360 days of such event, such insuranceproceeds or condemnation proceeds shall be applied to the Obligations inaccordance with Section 1.5(b)(i). To the extent not used to replace or restore the affected Collateralwithin 360 days of the casualty or condemnation, such proceeds shall be appliedin accordance with Section 1.5(b)(i). To the extent such prepayments exceed the then outstanding principalbalance of the Loans, they shall be returned to Borrower.

(c)           Prepayments from Issuance ofSecurities.  Immediately upon thereceipt by Holdings, Borrower or any of their Subsidiaries of the proceeds ofthe issuance of Stock, Borrower shall prepay the Loans in an amount equal tosuch proceeds, net of underwriting discounts and commissions and otherreasonable, documented, out-of-pocket costs associated therewith.  The payments shall be applied in accordancewith Section 1.5(d). Notwithstanding the foregoing, the following proceeds of stock issuancesshall be excluded from any mandatory prepayment: (i) proceeds of issuances ofStock by any Credit Party on or prior to the Closing Date, (ii) proceeds ofissuances of Stock of Holdings to management employees of any Credit Party,(iii) proceeds of issuances of Stock by any Subsidiary of Borrower to Borrowerthat constitute an Investment permitted hereunder and (iv) proceeds ofissuances of Stock by Holding to (I) THL and Evercore****(Holdings’ two principal shareholders), THL Affiliates,Evercore Affiliates and any other existing shareholders of Holdings as of theClosing Date or (II) additional Person(s) that become shareholder(s) ofHoldings following the Closing Date and are reasonably acceptable to Agent, provided,

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however,that any such issuance(s) pursuant to this clause (II) do not result ina Change of Control .

(d)                                 Applicationof Proceeds.

(i)            With respect to any prepayments madeby Borrower pursuant to Sections 1.5(b) and 5.17, such prepayments shall be applied as follows:****first,****to reduce theoutstanding principal balance of the Swing Line Loan or Alternative CurrencySwing Line Loan, as applicable, outstanding to Borrower until the same havebeen repaid in full; second, to the Revolving Credit Advances orAlternative Currency Revolving Credit Advances, as applicable, outstanding toBorrower until the same have been repaid in full and, in the event that at thetime of such prepayment Borrowing Availability both before and after givingeffect to any such prepayment, is less than $20,000,000, as a permanentreduction of the Revolving Loan Commitment; and third, to reduce theoutstanding principal balance of the Term Loan outstanding to Borrower untilthe same has been repaid in full.

(ii)           With respect to any prepayments madeby Borrower pursuant to Section 1.5(c), such prepayments shall be applied as follows:****first,****to reduce the outstandingprincipal balance of the Swing Line Loan outstanding to Borrower until the samehas been repaid in full; second, to the Revolving Credit Advances orAlternative Currency Revolving Credit Advances, as applicable, outstanding toBorrower until the same have been repaid in full; and third, to reducethe outstanding principal balance of the Term Loan outstanding to Borroweruntil the same has been repaid in full.  Considering each type of Loan being prepaidseparately, any such prepayment shall be applied first to Index Rate Loans ofthe type required to be prepaid before application to LIBOR Loans of the typerequired to be prepaid, in each case in a manner that minimizes any resultingLIBOR Breakage Costs.

(e)                                  Letterof Credit Obligations.  In the eventany Letters of Credit are outstanding at the time that the Revolving LoanCommitment is terminated, Borrower shall deposit with Agent for the benefit ofall Revolving Lenders cash in an amount equal to 102% of the aggregateoutstanding Letter of Credit Obligations to be available to Agent to reimbursepayments of drafts drawn under such Letters of Credit and pay any Fees andexpenses related thereto.

1.6           Maturity.  All of the Obligations shall become due andpayable as otherwise set forth herein, but in any event all of the remainingObligations (other than contingent indemnification obligations as to which nounsatisfied claim has been asserted) shall become due and payable upon theCommitment Termination Date.  Until theTermination Date, Agent shall be entitled to retain the Liens on the Collateralgranted under the Collateral Documents and the ability to exercise all rightsand remedies available to them under the Loan Documents and applicablelaws.  Notwithstanding anything containedin this Agreement to the

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contrary, upon any terminationof the Revolving Loan Commitment, all of the Obligations (other than contingentindemnification obligations as to which no unsatisfied claim has been asserted)shall be due and payable.

1.7           Loan Accounts.  Agent shall maintain a loan account (the “LoanAccount”) on its books to record: the name and federal employer identification number of each Lender, allAdvances and the Term Loan, all payments made by Borrower, and  all other debits and credits as provided inthis Agreement with respect to the Loans or any other Obligations.  All entries in the Loan Account shall be madein accordance with Agent’s customary accounting practices as in effect fromtime to time.  The balance in the LoanAccount, as recorded on Agent’s most recent printout or other writtenstatement, shall, absent manifest error, be presumptive evidence of the amountsdue and owing to Agent and Lenders by Borrower; provided that anyfailure to so record or any error in so recording shall not limit or otherwiseaffect Borrower’s duty to pay the Obligations. Agent shall render to Borrower a monthly accounting of transactions withrespect to the Loans setting forth the balance of the Loan Account as toBorrower for the immediately preceding month. Unless Borrower notifies Agent in writing of any objection to any suchaccounting (specifically describing the basis for such objection), withinforty-five (45) days after the date thereof, each and every such accountingshall, absent manifest error, be deemed final, binding and conclusive on Borrowerin all respects as to all matters reflected therein.  Only those items expressly objected to insuch notice shall be deemed to be disputed by Borrower.  Notwithstanding any provision hereincontained to the contrary, any Lender may elect (which election may be revoked)to dispense with the issuance of Notes to that Lender and may rely on the LoanAccount as evidence of the amount of Obligations from time to time owing to it.

1.8                               YieldProtection.

(a)           Capital Adequacy and OtherAdjustments.  In the event that anyLender shall have determined that the adoption or implementation after the datehereof of any law, treaty, directive, governmental (or quasi-governmental)rule, regulation, guideline or order, or any change in (or the interpretation,administration or application of) any of the same regarding capital adequacy,reserve requirements or similar requirements or compliance by any Lender or anycorporation controlling such Lender with any request or directive regardingcapital adequacy, reserve requirements or similar requirements (whether or nothaving the force of law and whether or not failure to comply therewith would beunlawful), in each case adopted or implemented after the Closing Date, from anycentral bank or governmental agency or body having jurisdiction does or shallhave the effect of increasing the amount of capital, reserves or other fundsrequired to be maintained by such Lender or any corporation controlling suchLender against commitments made by it under this Agreement in connection withthe making or financing of the Revolving Loan and thereby reducing the rate ofreturn on such Lender’s or such corporation’s capital as a consequence of its

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obligations hereunder,then Borrower shall from time to time within fifteen (15) days after notice anddemand from such Lender (together with the certificate referred to in the nextsentence and with a copy to Agent) pay to Agent, for the account of suchLender, additional amounts sufficient to compensate such Lender for suchreduction.  A certificate as to theamount of such cost and showing the basis of the computation of such costsubmitted by such Lender to Borrower and Agent shall, absent manifest error, befinal, conclusive and binding for all purposes.

(b)           Increased LIBOR Funding Costs; Illegality.  Notwithstanding anything to the contrarycontained herein, if the introduction of or any change in any law, rule,regulation, treaty or directive (or any change in the interpretation,administration or application thereof) shall make it unlawful, or any centralbank or other Governmental Authority shall assert that it is unlawful, for anyLender to agree to make or to make or to continue to fund or maintain any LIBORLoan or Alternative Currency LIBOR Loan, as applicable, then, unless that Lenderis able to make or to continue to fund or to maintain such LIBOR Loan orAlternative Currency LIBOR Loan, as applicable, at another branch or office ofthat Lender without, in that Lender’s opinion, adversely affecting it or itsLIBOR Loans or the income obtained therefrom, on notice thereof and demandtherefor by such Lender to Borrower through Agent, (i) the obligation ofsuch Lender to agree to make or to make or to continue to fund or maintainLIBOR Loans or Alternative Currency LIBOR Loans, as applicable, shall terminateand (ii) each such LIBOR Loan or Alternative Currency LIBOR Loan, asapplicable, shall automatically be converted into an Index Rate Loan orAlternative Currency Index Rate Loan, respectively.  If, after the date hereof, the introductionof, change in or interpretation of any law, rule, regulation, treaty ordirective would impose or increase reserve requirements (other than as takeninto account in the definition of LIBOR Rate or Alternative Currency LIBORRate, as applicable) and the result of any of the foregoing is to increase thecost to Agent or any such Lender of issuing any Letter of Credit or making orcontinuing any LIBOR Loan hereunder, as the case may be, or to reduce anyamount receivable hereunder, then Borrower shall from time to time withinthirty (30) days after notice and demand from Agent to Borrower (together withthe certificate referred to in the next sentence) pay to Agent itself or, forthe account of (and Agent shall promptly pay over to) all such affected Lenders,as applicable, additional amounts sufficient to compensate the Agent and suchLenders for such increased cost or reduced amount; provided, that suchLender shall not be entitled to any such amounts to the extent that the eventgiving rise to such assessment occurred more than ninety (90) days prior to thedate such notice and demand is given to Borrower; provided, however,that if the event giving rise to such assessment has a retroactive effect, thensuch ninety (90) day period shall be extended to include the period of suchretroactive effect.  A certificate as tothe amount of such cost and showing the basis of the computation of such costsubmitted by Agent on behalf of all such affected Lenders to Borrower shall,absent manifest error, be final, conclusive and binding for all purposes.

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1.9                                 Taxes.

(a)           No Deductions.  Any and all payments or reimbursements madehereunder (including any payments made pursuant to Section 10) or underany other Loan Document shall be made free and clear of and without deductionfor any and all Charges, present or future, taxes, levies, imposts, deductionsor withholdings, and all liabilities with respect thereto (including anyinterest, additions to tax or penalties applicable thereto) of any naturewhatsoever imposed by any Governmental Authority or by any politicalsubdivision or taxing authority thereof or therein with respect to suchpayments (but excluding any tax imposed on or measured by the net income orprofits or any franchise or other tax in lieu thereof (including branch profitsor similar taxes) of Agent or Lender by (i) the jurisdiction under thelaws of which such Agent or Lender is organized or any political subdivisionthereof, or (ii) the jurisdiction of such Agent’s or Lender’s applicablelending office or any political subdivision thereof) and all interest,penalties or similar liabilities with respect thereto (all such non-excludedtaxes, levies, imposts, duties, fees, assessments or other charges beingreferred to collectively as “Taxes”). If Borrower shall be required by law to deduct any Taxes from or inrespect of any sum payable hereunder or under any other Loan Document to anyLender or Agent, (i) the sum payable hereunder shall be increased as maybe necessary so that, after making all required deductions (includingdeductions applicable to additional sums payable pursuant to this Section 1.9),such Lender or Agent (as the case may be) receives an amount equal to the sumit would have received had no such deductions been made, (ii) Borrowershall make such deductions, (iii) Borrower shall timely pay the fullamount deducted to the relevant Governmental Authority in accordance withapplicable law, and (iv) Borrower shall furnish to the Agent the originalcopy of a receipt evidencing payment thereof within thirty (30) days after suchpayment is made.

(b)           Other Taxes.  In addition, Borrower hereby agrees to payany present or future stamp or documentary taxes or any other excise orproperty taxes, charges or similar levies and irrevocable value added taxeswhich arise from any payment made hereunder or under any other Loan Document orfrom the execution, delivery, enforcement or registration of, transfer orassignment or otherwise with respect to, this Agreement or any other LoanDocument (“Other Taxes”).

(c)                                  ForeignLenders.

(i)            Prior to becoming a Lender underthis Agreement and within fifteen (15) days after a reasonable written requestof Borrower or Agent from time to time thereafter, each such Person or Lenderthat is not in each case a “United States person” (as such term is defined inIRC Section 7701(a)(30)) for U.S. federal income tax purposes (a “ForeignLender”) shall

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deliver to each of theBorrower and Agent two duly completed copies of United States IRS Form W-8BEN,Form W-8ECI or Form W-8IMY or other applicable or successor form,certificate or document prescribed by the IRS or substitute therefor asapplicable, certifying such Foreign Lender’s entitlement to receive paymentsunder this Agreement and under the Notes free of any United States withholdingtax (a ”Certificate of Exemption”). Each Foreign Lender claiming exemption from U.S. federal withholding taxunder Section 871(h) or Section 881(c) of the IRC with respect topayments of “portfolio interest” hereby represents and warrants to Borrower andAgent that, as of the date that it became a Lender, such Foreign Lender(i) is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC,(ii) is not a “10 percent shareholder” of Borrower within the meaningof Section 871(h)(3)(B) of the IRC, and (iii) is not a controlled foreigncorporation receiving interest from a related person within the meaning ofSection 864(d)(4) of the IRC.  EachForeign Lender further undertakes to deliver to each of Borrower and Agentrenewals or additional copies of such Certificates of Exemption on or beforethe date that such Certificate of Exemption expires or becomes obsolete as maybe reasonably requested by Borrower or Agent, and after the occurrence ofany event requiring a change in the Certificate of Exemption so delivered byit, such additional forms or amendments thereto reflecting such change.  All Certificates of Exemption, additionalforms or amendments thereto described in the preceding sentence shall certifythat such Lender is entitled to receive payments under this Agreement withoutdeduction or withholding of any United States federal income taxes, unless anevent (including without limitation any change in treaty, law or regulation, orany change in the interpretation or administration thereof by any GovernmentalAuthority) has occurred prior to the date on which any such delivery wouldotherwise be required which renders all such forms inapplicable or which wouldprevent such Lender from duly completing and delivering any such form or amendmentwith respect to it and such Lender advises the Borrower and the Agent that itis not capable of receiving payments without any deduction or withholding ofUnited States federal income tax.

(ii)           For any period during which ForeignLender has failed to provide  Borrowerwith an appropriate Certificate of Exemption pursuant to clause (c)(i), above(unless such failure is due to a change in treaty, law or regulation, or anychange in the interpretation or administration thereof by any GovernmentalAuthority, occurring subsequent to the date on which a form originally wasrequired to be provided), such Foreign Lender shall not be entitled toindemnification under this Section 1.9 with respect to Taxesimposed by the United States; provided that, should Foreign Lender thatis otherwise exempt from or subject to a reduced rate of withholding tax becomesubject to Taxes because of its failure to deliver a Certificate of Exemptionrequired under clause (i), above, Borrower shall take such steps as suchForeign Lender shall reasonably request to assist such Foreign Lender torecover such Taxes.

(d)           [Intentionally Omitted].

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(e)           United States Lenders.  Each Lender that is a “United States person”(as such term is defined in IRC Section 7701(a)(30)) shall deliver to each ofthe Borrower and Agent two duly completed copies of United States IRS Form W-9.

(f)            Borrower Indemnification.  Borrower agrees to indemnify and holdharmless each Lender and Agent, and reimburse each such Lender or Agent (as thecase may be) upon its written request, for the full amount of Taxes (includingany Taxes and Other Taxes imposed by any jurisdiction on amounts payable underthis Section 1.9) levied or imposed and paid by such Lender or Agent (asthe case may be) and any liability (including penalties, interest and expenses,including reasonable attorney’s fees and expenses) arising therefrom or withrespect thereto whether or not such Taxes or Other Taxes were correctly orlegally asserted by the relevant Governmental Authority.  Additionally, Borrower agrees to payadditional amounts and to indemnify each Lender (without regard to the identityof the jurisdiction requiring the deduction or withholding) in respect of anyamounts deducted or withheld by it as described under this Section 1.9as a result of any changes after the Closing Date in any applicable law,treaty, governmental rule, regulation, guideline or order, or in theinterpretation thereof, relating to the deducting or withholding of Taxes.

(g)           [Intentionally Omitted].

(h)           Lender Indemnification of Agent.  If the U.S. IRS or any other GovernmentalAuthority of the United States or any other country or any politicalsubdivision thereof asserts a claim that Agent did not properly withhold taxfrom amounts paid to or for the account of any Lender (because the appropriateCertificate of Exemption was not delivered or properly completed, because suchLender failed to notify the Agent of a change in circumstances which renderedits exemption from withholding ineffective, or for any other reason), suchLender shall indemnify the Agent fully for all amounts paid, directly orindirectly, by Agent as tax, withholding therefor, or otherwise, includingpenalties and interest, and including taxes imposed by any jurisdiction onamounts payable to Agent under this subsection, together with all costs andexpenses related thereto (including attorneys fees and time charges ofattorneys for Agent).

(i)            Evidence of Payments.  As soon as practicable after any payment ofTaxes and Other Taxes by the Borrower to a Governmental Authority, the Borrowershall deliver to the Agent the original or a certified copy of a receipt issuedby such Governmental Authority evidencing such payment, a copy of the returnreporting such payment or other evidence of such payment reasonablysatisfactory to the Agent.  Any Non-U.S.Lender or Treaty Lender that is entitled to an exemption from or reduction ofwithholding tax with respect to payments under this Agreement or any Notepursuant to the law of any relevant jurisdiction or any treaty shall deliver toBorrower (with a copy to Agent), at the time or times

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prescribed by applicablelaw, such properly completed and executed documentation prescribed byapplicable law as will permit such payments to be made without withholding orat a reduced rate.

(j)            Survival.  The agreements in this Section 1.9shall survive the termination of this Agreement and the payment of the Obligations.

1.10         Borrower Representative.  Borrower hereby designates Vertis as its representative and agenton its behalf for the purposes of issuing Notice of Revolving Credit Advances,Notice of Alternative Currency Revolving Credit Advances and Notice ofConversion/Continuation, giving instructions with respect to the disbursementof the proceeds of the Loans, selecting interest rate options, requestingLetters of Credit, giving and receiving all other notices and consentshereunder or under any of the other Loan Documents and taking all other actions(including in respect of compliance with covenants) on behalf of Borrower underthe Loan Documents.  BorrowerRepresentative hereby accepts such appointment. Agent and each Lender may regard any notice or other communicationpursuant to any Loan Document from Borrower Representative as a notice orcommunication from Borrower.  Eachwarranty, covenant, agreement and undertaking made on its behalf by BorrowerRepresentative shall be deemed for all purposes to have been made by Borrowerand shall be binding upon and enforceable against Borrower to the same extentas it if the same had been made directly by Borrower.”

## 2.2.          Section 4.6 (Landlords’Agreements and Mortgagee Agreements) of the Credit Agreement is herebyamended by inserting the following sentence immediately after the last sentenceof such Section 4.6 of the Credit Agreement:

“If Agent receives alandlord or mortgagee agreement or bailee letter, as applicable, each to be inform and substance reasonably satisfactory to Agent, after the SeventhAmendment Effective Date, Agent shall (x) review any Reserves that have beenestablished by Agent based on Agent not having received such landlord ormortgagee agreement or bailee letter, as applicable, prior to the SeventhAmendment Effective Date and (y) reduce such Reserves if and to the extentappropriate based on Agent’s reasonable credit judgment.”

## 2.3.          Section 4.9 (CashManagement Systems) of the Credit Agreement is hereby amended by insertingthe following new language immediately after the last sentence of such Section4.9 of the Credit Agreement:

“Notwithstanding theforegoing requirements, Borrower and each other Credit Party shall cause eachdeposit account of USA Direct, LLC to become subject to a Control Agreement inform and substance reasonably satisfactory to Agent within sixty (60) daysfollowing the Seventh Amendment Effective Date.”

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## 2.4.          Section 6.1(a) (MinimumEBITDA) of the Credit Agreement is hereby amended by deleting the firstsentence of such Section and replacing it with the following new sentence:

“Holdings and itsSubsidiaries on a consolidated basis shall have: (i) at the end of each FiscalMonth ending during Fiscal Year 2007, EBITDA for the twelve trailing FiscalMonths, adjusted to reflect restructuring charges, non-cash non-recurringcharges and other adjustments, if any, all as set forth in Section 6.1(a)of Schedule 1 to Annex F, of not less than $125,000,000; and (ii)at the end of each Fiscal Quarter ending during Fiscal Year 2008, EBITDA forthe twelve trailing Fiscal Months, adjusted to reflect restructuring charges,non-cash non-recurring charges and other adjustments, if any, all as set forthin Section 6.1(a) of Schedule 1 to Annex F, of not lessthan $125,000,000.”

## 2.5.          Section 6.2 (FinancialStatements and Other Reports) of the Credit Agreement is hereby amended byinserting the following new clause immediately after clause (p) of such Section6.2 of the Credit Agreement:

“(q)         Bank Account Balances.  To Agent, within fifteen (15) Business Daysafter the end of each Fiscal Month, a report in form and substance reasonablysatisfactory to Agent with respect to the bank account balances of Borrower andeach other Credit Party.”

## 2.6.          Clause (l) (Damage;Casualty) of Section 7.1 (Event of Default) of the Credit Agreementis hereby amended by deleting such clause (l) and replacing it with thefollowing new clause (l):

“(l)          Damage; Casualty.  Any event occurs, whether or not insured orinsurable, as a result of which EBITDA for the immediately preceding 12 FiscalMonth period then ended, giving pro forma effect to any such event would beless than $125,000,000 and any such event cannot reasonably be expected to becorrected or reversed within 45 days; or”

## 2.7.          Section 7.5 (Applicationof Proceeds) of the Credit Agreement is hereby amended by deleting suchSection in its entirety and replacing it with the following new Section 7.5:

“7.5         Application of Proceeds.  Notwithstanding anything to the contrarycontained in this Agreement, upon the occurrence and during the continuance ofan Event of Default, Borrower irrevocably waives the right to direct theapplication of any and all payments at any time or times thereafter received byAgent from or on behalf of Borrower, and Agent shall have the continuing andexclusive right to apply and to reapply any and all payments received at anytime

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or times after theoccurrence and during the continuance of an Event of Default.  Notwithstanding anything to the contrarycontained in this Agreement (including, without limitation, Section 1.1and Section 1.5 hereof), all payments (including the proceeds of anyAsset Disposition or other sale of, or other realization upon, all or any partof the Collateral) received after acceleration of the Obligations shall beapplied as follows: first, to all costs and expenses incurred by orowing to Agent and any Lender with respect to this Agreement, the other LoanDocuments or the Collateral; second, to accrued and unpaid interest andFees with respect to Revolving Credit Advances (including any interest whichbut for the provisions of the Bankruptcy Code, would have accrued on suchamounts); third, to the principal amount of Revolving Credit Advancesoutstanding and to cash collateralize outstanding Letters of Credit (pro rataamong all such Revolving Credit Advances or Letters of Credit, as applicable,based upon the principal amount of such Revolving Credit Advances or theoutstanding face amount of such Letters of Credit, as applicable); fourth,to accrued and unpaid interest and Fees with respect to the Term Loan(including any interest which but for the provisions of the Bankruptcy Code,would have accrued on such amounts); fifth, to the principal amount ofthe Term Loan outstanding; and sixth to any other Obligations owing toAgent or any Lender under the Loan Documents or any Interest RateAgreement.  Any balance remaining shallbe delivered to Borrower or to whomever may be lawfully entitled to receivesuch balance or as a court of competent jurisdiction may direct.”

## 2.8.          Section 7 (DEFAULTS,RIGHTS AND REMEDIES) of the Credit Agreement is hereby amended by insertingthe following new Section 7.6 immediately following Section 7.5 of such Section7:

“7.6         Requisite Term Lender Remedies.  Upon the occurrence and during thecontinuance of either an Each Lender Event of Default or a Requisite TermLender Event of Default, Requisite Term Lenders may send a notice to Agent oftheir intent to direct Agent to exercise enforcement rights and remediesagainst Borrower, the other Credit Parties and/or the Collateral (a “RequisiteTerm Lender Notice”).  On the 91st day after receipt of a Requisite Term LenderNotice by Agent, unless (i) Agent shall have previously begun and be diligentlypursuing the exercise of enforcement rights and remedies against Borrower, theother Credit Parties and/or the Collateral, as applicable, (ii) Requisite TermLenders shall have withdrawn such Requisite Term Lender Notice, or (iii) theEach Lender Event of Default or Requisite Term Lender Event of Default forwhich the Requisite Term Lenders have sent the Requisite Term Lender Notice nolonger exists or has been waived, Agent shall begin and thereafter continue totake such action as Requisite Term Lenders may require to exercise suchenforcement rights and remedies against Borrower, the other Credit Partiesand/or the Collateral as are available to Agent under this Agreement and theother Loan Documents and are specified in the Requisite Term Lender Notice.”

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## 2.9.          Section 9.2 (Amendmentsand Waivers) of the Credit Agreement is hereby amended by inserting thefollowing new clause (c) immediately following clause (b) of such Section 9.2:

“              (c)           (I)  Notwithstanding the foregoing provisions ofthis Section 9.2, no amendment, waiver or other modification shall,without the consent of the Requisite Term Lenders and any other consentrequired under this Section 9.2: (i) amend, waive or otherwise modify the Applicable Term Loan Margin;(ii) amend, waive or otherwise modify (including, solely for purposes of thefollowing, any such amendment, waiver or other modification effected through anamendment or other modification of any defined term used therein), or grant anyconsent under the provisions of, Section 1.1(a)(ii), Section 1.1(g),Section 1.5, Section 5.1, Section 5.2, Section 5.3,Section 5.4, Section 5.5, Section 5.7, Section 5.10,Section 5.18, Section 6.1, Section 7.1, Section 7.2,Section 7.3, Section 7.5, Section 7.6, Section8.2(h)(i) or this Section 9.2(c); (iii) increase the aggregateamount of the Revolving Loan Commitment of all Revolving Lenders; (iv) amend,waive or otherwise modify (including, solely for purposes of the following, anysuch amendment, waiver or other modification effected through an amendment orother modification of any defined term used therein), or grant any consent todepart from the provisions of, any Event of Default resulting fromnoncompliance with Section 9.2(b) or with any of the Sections of thisAgreement set forth in clause (ii) above or with clause (iii)above; or (v) amend, waive or otherwise modify (including, solely for purposesof the following, any such amendment, waiver or other modification effectedthrough an amendment or other modification of any defined term used therein),or grant any consent to depart from, the provisions of the Existing SecurityAgreement.  Any such amendment, waiver orother modification shall apply equally to each Lender and shall be binding uponCredit Parties, Agent, Lenders, and all future holders of the Obligations.

                (II)  Notwithstanding any other provision of thisAgreement to the contrary, prior to the making of any Alternative CurrencyRevolving Credit Advance or Alternative Currency Swing Line Advance Borrowershall first obtain the written approval of Requisite Term Lenders (whichapproval may be provided by the Requisite Term Lenders (i) for a specificAlternative Currency Revolving Credit Advance or Alternative Currency SwingLine Advance or (ii) for Alternative Currency Revolving Credit Advances andAlternative Currency Swing Line Advances in an aggregate amount not to exceed aspecified maximum Assigned Dollar Value amount).

                (III)  In the event, if any, that Borrower or anyother Credit Party shall become debtors in any case under the Bankruptcy Codeand, in connection with such case or cases, Agent and/or Revolving Lendersdesire to permit the use of “Cash Collateral” (as such term is defined inSection 363 (a) of the Bankruptcy Code) or to permit Borrower or any otherCredit Party to obtain debtor-in-possession financing from Agent or Lenders orany other Person secured by the Collateral or otherwise, Term Lenders shallretain whatever legal rights Term

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Lenders would have toobject to such usage of cash collateral or provision of debtor-in-possessionfinancing and Agent and/or Revolving Lenders shall retain whatever legal rightsAgent and/or Revolving Lenders would have to oppose any such objection, permituse of “Cash Collateral” or provide debtor-in possession financing.”

## 2.10.        Section 9.13 (Confidentiality)of the Credit Agreement is hereby amended by inserting the following newsentence at the end of such Section 9.13:

“Notwithstanding anythingto the contrary herein or in any other Loan Document, the Borrower and theother Credit Parties agree that Crystal Capital shall have the right to issuepress releases, advertisements or tombstones regarding the making of the TermLoan to the Borrower pursuant to the terms of this Agreement; provided,that such press releases, advertisements and tombstones shall be subject to theprior approval of the Borrower and, to the extent that Agent’s name iscontained in any such press release, advertisement or tombstone or that anyreference to Agent is made therein, the Agent (with each such approval not tobe unreasonably withheld or delayed).”

## 2.11.        Clause (c) of Section9.19 (Replacement of Lenders) of the Credit Agreement is hereby amendedby deleting such clause (c) in its entirety and replacing it with the followingnew clause (c):

“(c)         If,in connection with any proposed amendment, modification, waiver or terminationpursuant to Section 9.2 (a “Proposed Change”) requiring (i) theconsent of all affected Lenders, the consent of Requisite Lenders is obtained,but the consent of other Lenders whose consent is required is not obtained (anysuch Lender whose consent is not obtained being referred to as a “Non-ConsentingLender”), (ii) the consent of Supermajority Lenders, the consent ofRequisite Lenders is obtained but the consent of Supermajority Lenders is notobtained, or (iii) the consent of both Requisite Lenders and Requisite TermLenders, the consent of Requisite Lenders is obtained but the consent ofRequisite Term Lenders is not obtained, then, so long as Agent is not aNon-Consenting Lender, at Borrower’s request Agent, or a Person reasonablyacceptable to Agent, shall have the right with Agent’s consent and in Agent’ssole discretion (but shall have no obligation) to purchase from suchNon-Consenting Lenders, and such Non-Consenting Lenders agree that they shall,upon Agent’s request, sell and assign to Agent or such Person, all of the Loansand Commitments of such Non-Consenting Lenders for an amount equal to theprincipal balance of all Loans held by the Non-Consenting Lenders and allaccrued interest and Fees and other Obligations owing with respect theretothrough the date of sale, such purchase and sale to be consummated pursuant toan executed Assignment Agreement.”

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## 2.12.        The definition of theterm “Alternative Currency LIBOR Rate” contained in Annex A (Definitions)to the Credit Agreement is hereby amended by deleting the words “Telerate Page3750” from clause (a) of such definition and replacing them with the words “ReutersScreen LIBOR01 Page”.

## 2.13.        The definition of theterm “Commitments” contained in Annex A (Definitions) to the CreditAgreement is hereby amended by deleting such definition in its entirety andreplacing it with the following new definition:

“Commitments means(a) as to any Lender, the aggregate of such Lender’s  Revolving Loan Commitment and Term LoanCommitment each as set forth on Annex B to the Agreement or in the mostrecent Assignment Agreement executed by such Lender and (b) as to allLenders, the aggregate of all Lenders’ (i) Revolving Loan Commitments, whichaggregate commitment shall be Two Hundred Million Dollars ($200,000,000) as ofthe Seventh Amendment Effective Date, and (ii) Term Loan Commitments, whichaggregate commitment shall be Fifty Million Dollars ($50,000,000) as of theSeventh Amendment Effective Date, as such Commitments may be reduced, amortizedor adjusted from time to time in accordance with this Agreement.  For the avoidance of doubt, the aggregateamount of the Revolving Loan Commitments shall not be subject to any of theadjustments or reductions contemplated by the Fourth Amendment to CreditAgreement.”

## 2.14.        The definition of theterm “Lenders” contained in Annex A (Definitions) to the CreditAgreement is hereby amended by deleting such definition in its entirety andreplacing it with the following new definition:

“Lenders means GECapital, the Revolving Lenders, the Term Lenders, and, if any such Lender shalldecide to assign all or any portion of the Obligations pursuant to and inaccordance with the terms of this Agreement, the term “Lenders” shall includeany assignee of such Lender.”

## 2.15.        The definition of theterm “LIBOR Loans” contained in Annex A (Definitions) to the CreditAgreement is hereby amended by deleting such definition in its entirety andreplacing it with the following new definition:

“LIBOR Loans meansan Advance or Term Loan or any portion thereof bearing interest by reference tothe LIBOR Rate or Alternative Currency LIBOR Rate, as applicable.”

## 2.16.        The definition of theterm “LIBOR Rate” contained in Annex A (Definitions) to the CreditAgreement is hereby amended by deleting the words “Telerate Page

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##  

## 3750” from clause (a) of such definition and replacing them with thewords “Reuters Screen LIBOR01 Page”.

## 2.17.        The definition of theterm “Loans” contained in Annex A (Definitions) to the Credit Agreementis hereby amended by deleting such definition in its entirety and replacing itwith the following new definition:

“Loans means theRevolving Loan, including, without limitation, any loans pursuant to AlternativeCurrency Revolving Credit Advances, the Term Loan, and the Swing Line Loan.”

## 2.18.        The definition of theterm “Notes” contained in Annex A (Definitions) to the Credit Agreementis hereby amended by deleting such definition in its entirety and replacing itwith the following new definition:

“Notes means,collectively, the Revolving Notes, the Term Notes, and the Swing Line Note.”

## 2.19.        The definition of theterm “Pro Rata Share” contained in Annex A (Definitions) to the CreditAgreement is hereby amended by deleting such definition in its entirety andreplacing it with the following new definition:

“Pro Rata Sharemeans with respect to all matters relating to any Lender (a) with respectto the Revolving Loan, the percentage obtained by dividing (i) the RevolvingLoan Commitment of that Lender by (ii) the aggregate Revolving LoanCommitments of all Lenders, (b) with respect to the Term Loan, thepercentage obtained by dividing (i) the Term Loan Commitment of thatLender by (ii) the aggregate Term Loan Commitments of all Lenders,(c) with respect to all Loans, the percentage obtained by dividing(i) the aggregate Commitments of that Lender by (ii) the aggregateCommitments of all Lenders, and (d) with respect to all Loans on and afterthe Commitment Termination Date, the percentage obtained by dividing(i) the aggregate outstanding principal balance of the Loans held by thatLender, by (ii) the outstanding principal balance of the Loans held by allLenders, as any such percentages may be adjusted by assignments pursuant to Section8.1.”

## 2.20.        The definition of theterm “Revolving Loan Commitment” contained in Annex A (Definitions) tothe Credit Agreement is hereby amended by deleting such definition in itsentirety and replacing it with the following new definition:

“Revolving LoanCommitment means (a) as to any Lender, the commitment of such Lenderto make its Pro Rata Share of Revolving Credit Advances and AlternativeCurrency Revolving Credit Advances or incur its Pro Rata Share of

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Letter of CreditObligations (including, in the case of the Swing Line Lender, its commitment tomake Swing Line Advances as a portion of its Revolving Loan Commitment and inthe case of the Alternative Currency Swing Line Lender, its commitment to makeAlternative Currency Swing Line Advances as a portion of its Revolving LoanCommitment) as set forth on Annex B or in the most recent AssignmentAgreement, if any, executed by such Lender and (b) as to all Lenders, theaggregate commitment of all Lenders to make the Revolving Credit Advances(including, in the case of the Swing Line Lender, Swing Line Advances and inthe case of the Alternative Currency Swing Line Lender, Alternative CurrencySwing Line Advances) and Alternative Currency Revolving Credit Advances orincur Letter of Credit Obligations, which aggregate commitment shall be TwoHundred Million Dollars ($200,000,000) as of the Seventh Amendment EffectiveDate, as such amount may be adjusted, if at all, from time to time inaccordance with the Agreement.”

## 2.21.        Annex A (Definitions)to the Credit Agreement is hereby further amended by inserting the followingnew defined terms into such Annex in appropriate alphabetical order:

“Applicable Term LoanMargin means the per annum interest rate from time to time in effect andpayable in addition to the LIBOR Rate, applicable to the Term Loan, asdetermined by reference to Section 1.2(a).”

“Crystal Capitalmeans Crystal Capital Fund, L.P., a limited partnership organized under thelaws of Delaware, in its capacity as a Term Lender.”

“Crystal Capital FeeLetter has the meaning set forth in Section 1.3(a).”

“Each Lender Event ofDefault means an Event of Default which has resulted from noncompliancewith any covenant or agreement contained in this Agreement the amendment,waiver or other modification of which would require the consent of each Lenderdirectly affected thereby pursuant to Section 9.2(b).”

“Fourth Amendment toCredit Agreement means that certain Amendment No. 4 to Credit Agreement,dated as of May 30, 2006, by and among the Borrower, the other Credit Parties,the Agent and Lenders.”

“Requisite TermLenders means Term Lenders having (a) more than 50% of the Term LoanCommitments of all Term Lenders, or (b) if the Term Loan Commitments havebeen terminated, more than 50% of the aggregate outstanding amount of the TermLoans; providedthat if there is more than one Term Lender,Requisite Term Lenders shall in any event be at least two (2) Term Lenders.”

“Requisite Term LenderNotice has the meaning set forth in Section 7.6.”

“Requisite Term LenderEvent of Default means an Event of Default which has resulted fromnoncompliance with any covenant or agreement contained in this

35

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Agreement the amendment,waiver or other modification of which would require the consent of theRequisite Term Lenders pursuant to Section 9.2(c).”

“Seventh Amendment toCredit Agreement or Seventh Amendment means that certain LimitedConsent and Amendment No. 7 to Credit Agreement, dated as of March    ,2007, by and among the Borrower, the other Credit Parties, the Agent andLenders.”

“Seventh AmendmentEffective Date means the date on which the conditions precedent to theeffectiveness of the Seventh Amendment to Credit Agreement are satisfied andthe Seventh Amendment to Credit Agreement becomes effective.”

“Term Lendersmeans those Lenders having a Term Loan Commitment.”

“Term Loan has themeaning ascribed to it in Section 1.1(g).”

“Term Loan Commitmentmeans: (x) (a) as to any Term Lender, the commitment of such Lender tomake its Pro Rata Share of the Term Loan as set forth on Annex B or inthe most recent Assignment Agreement, if any, executed by such Lender and(b) as to all Term Lenders, the aggregate commitment of all Lenders tomake the Term Loan, which aggregate commitment shall be Fifty Million Dollars($50,000,000) on the Seventh Amendment Effective Date; and (y) after the$50,000,000 Term Loan has been funded by the Term Lenders, (a) as to any TermLender, the Pro Rata Share of the outstanding principal amount of the Term Loanowing to such Lender and (b) as to all Term Lenders, the aggregate outstandingprincipal amount of the Term Loan, which shall be Fifty Million Dollars($50,000,000), as such amount may be reduced, if at all, from time to time inaccordance with the Agreement.”

“Term Notes has themeaning ascribed to it in Section 1.1(g).”

## 2.22.        Annex B (Pro RataShares and Commitment Amounts) to the Credit Agreement is hereby amended bydeleting such Annex B in its entirety and replacing it with the new Annex B setforth in Exhibit A to this Amendment.

## 2.23.        Section 6.1(a) (MinimumEBITDA) of Schedule 1 to Annex F (Compliance and Pricing Certificate)of the Credit Agreement is hereby amended by:

### (a)            replacing the figure “$160,000,000”appearing opposite the term “Required EBITDA” in such Section 6.1(a) ofSchedule 1 to Annex F and replacing it with the figure “$125,000,000”; and

### (b)           inserting the following new footnoteat the end of such Section 6.1(a) of Schedule 1 to Annex F:

36

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“To the extent themanagement fees permitted to be paid to (A) THL and/or any THL Affiliates or(B) Evercore and/or any Evercore Affiliates, in accordance with Section 5.8 ofthe Agreement are accrued rather than paid, such accrued management fees may beconsidered and included on the line item above for “any other non-cashgains/(losses) (other than non-cash losses relating to write-offs, write-downsor reserves with respect to Accounts and Inventory” for purposes of calculatingMinimum EBITDA.”

## 2.24.        Schedule1 to Exhibit 6.2(e) to the Credit Agreement is hereby amended by deleting suchSchedule 1 in its entirety and replacing it with the new Schedule 1 to Exhibit6.2(e) set forth in Exhibit B to this Amendment.

## 2.25.        Forthe purpose of clarification and notwithstanding anything to the contrary inthe Fourth Amendment to Credit Agreement, the terms and provisions set forth inSection 2.5 and Section 2.7 of the Fourth Amendment to Credit Agreement,including the “Step Downs” (as defined in and set forth in the Fourth Amendmentto Credit Agreement) and any other adjustments or reductions to the AdvanceRate and the Commitments set forth in the Fourth Amendment to Credit Agreement,shall no longer be applicable and shall be of no further force and effect.

## 2.26.        AdditionalJoint-Lead Arranger.  Crystal CapitalFund, L.P. is hereby appointed as a Joint-Lead Arranger in respect of theAgreement.

## 2.27.        CertainMortgage Matters.  With respect tothose mortgaged properties set forth on Exhibit C to this Amendment,within thirty (30) days following the Seventh Amendment Effective Date, which30-day period may be extended to sixty (60) days by Agent in its discretion,Agent shall have received duly executed and effective date down endorsements tothe title policies with respect to each of the Mortgages relating to suchmortgaged properties and such other instruments, amendments, agreements anddocuments as Agent may reasonably request relating to such Mortgages inconnection with this Amendment, all in form and substance reasonablysatisfactory to Agent.

## 2.28.        CertainGood Standing Certificates.  Withinthirty (30) days following the Seventh Amendment Effective Date Agent shallhave received good standing certificates and certificates of qualification toconduct business, each dated a recent date relative to the date of thisAmendment and certified by the applicable Secretary of State or otherauthorized Governmental Authority (1) from the State of New York with respectto USA Direct, LLC, (2) from the District of Columbia and the State of Indianawith respect to Vertis, Inc., and (3) from the State of Connecticut withrespect to Webcraft, LLC.

37

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# 3.             Consents.

## 3.1.          Notwithstandingany term or provision of the Credit Agreement or any other Loan Document to thecontrary, Agent and Lenders hereby consent to the incurrence by the Borrower ofthe Term Loan in the aggregate principal amount of $50,000,000, as furtherdescribed in and subject to the terms and provisions set forth in Section 2above.

## 3.2.          Notwithstandingany term or provision of the Credit Agreement or any other Loan Document to thecontrary, Agent and Lenders hereby consent to a sale-leaseback transaction withrespect to the Real Estate currently owned by Webcraft, LLC and located inChalfont, Pennsylvania (the “Chalfont Sale-Leaseback”) and, inconnection therewith, the release of Agent’s Liens on those specific assets ofWebcraft, LLC which relate to such Real Estate and are being transferred byWebcraft, LLC to the Chalfont Purchaser (as defined below) upon the closing ofand in connection with the Chalfont Sale-Leaseback; provided, that: (i)the Chalfont Sale-Leaseback shall be entered into with a third party purchaser(the “Chalfont Purchaser”) and shall be an arms-length transaction; (ii)on or prior to the date of consummation of the Chalfont Sale-Leaseback, Agentshall have received an opinion, in form and substance satisfactory to Agent,and from outside legal counsel to the Borrower acceptable to Agent, statingthat the consummation of the Chalfont Sale-Leaseback does not conflict with anyprovision of the Existing Security Agreement, the February 2003 SeniorSubordinated Debt Documents, the 2002 Senior Debt Documents, the 2003 SeniorSecured Debt Documents, the Mezzanine Debt Documents, the Receivables Indentureor the Receivables Purchase Agreement; (iii) as a condition to the consummationof the Chalfont Sale-Leaseback, Borrower and the other Credit Parties shallobtain a landlord waiver agreement with the Chalfont Purchaser which agreementshall contain a waiver or subordination of all Liens or claims that theChalfont Purchaser may assert against the Collateral at that location, andshall otherwise be reasonably satisfactory in form and substance to Agent; and(iv) the Net Proceeds of the Chalfont Sale-Leaseback shall be applied inaccordance with the provisions of Section 1.5 of the Credit Agreement.  At Borrower’s expense, Agent shall executeand deliver such lien release instruments and documents and take such relatedactions as Borrower may reasonably request to evidence and otherwise effectuatethe release of Agent’s Liens on such Real Estate and specific assets ofWebcraft, LLC which relate to such Real Estate upon the closing of the ChalfontSale-Leaseback in accordance with the provisions of this Section 3.2.

# 4.             Further Assurances. Each Credit Party shall, from time to time, execute and deliver suchagreements, instruments, certificates, reports and other documents and take allsuch actions as Agent or Lenders at any time may reasonably request toevidence, further document, effectuate or otherwise implement the actionsdescribed above in Sections 2 and 3 under the Credit Agreementand/or the other Loan Documents.

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

## 5.1.          Theexecution, delivery and performance by Borrower and each of the other CreditParties of this Amendment have been duly authorized by all necessary corporateaction, and this Amendment constitutes the legal, valid and binding obligationof Borrower and each of the other Credit Parties enforceable against each ofthem in accordance with its terms, except as the enforcement hereof may besubject to the effect of any applicable bankruptcy,

38

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##  

## insolvency, reorganization, moratorium orsimilar law affecting creditors’ rights generally or to general principles ofequity.

## 5.2.          Theexecution, delivery and performance of this Amendment and the consummation ofthe transactions contemplated hereby by Borrower and each other Credit Party donot, and will not:

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

### (b)           contravene orconflict with, or cause any Lien to arise under, (i) except if suchcontraventions, conflicts, or Liens do not have and would not reasonably beexpected to have, either individually or in the aggregate, a Material AdverseEffect, any provision of any indenture, agreement, mortgage, lease, instrumentor other document binding upon or otherwise affecting Borrower or any CreditParty or any property of Borrower or any Credit Party or (ii) the SecurityAgreement, the February 2003 Senior Subordinated Debt Documents, the 2002Senior Debt Documents, the 2003 Senior Secured Debt Documents or the MezzanineDebt Documents.

## 5.3.          Eachof the representations and warranties set forth in Section 3 of the CreditAgreement is true, complete and correct as of the date of this Amendment otherthan in the case of representations and warranties that speak as of a specificdate in which case such representations and warranties shall have been true,complete and correct as of such date. Each Schedule to the Credit Agreement remains true, complete and correctexcept to the extent set forth in the attached Exhibit D to thisAmendment.

## 5.4.          NoDefault or Event of Default exists under the Credit Agreement or any other LoanDocument or will exist after or be triggered by the execution, delivery andperformance of this Amendment or the consummation of the transactionscontemplated hereby.  In addition, eachof Borrower and each other Credit Party hereby represents, warrants andreaffirms that the Credit Agreement and each of the other Loan Documentsremains in full force and effect.

# 6.             Conditions Precedent toEffectiveness.  The effectiveness ofthe amendments set forth in Section 2 hereof and the consents set forthin Section 3 hereof are in each instance subject to the satisfaction ofeach of the following conditions precedent, each in a manner satisfactory toAgent:

## 6.1.          Amendment.  This Amendment shall have been duly executedand delivered by Borrower, the other Credit Parties, Agent and Lenders.

## 6.2.          RevolvingLender Fees.  Agent shall havereceived in cash an amendment fee from Borrower in an amount equal to 0.20% ofthe aggregate amount of all of the Revolving Loan Commitments, to bedistributed by Agent pro rata to the Revolving Lenders.

39

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## 6.3.          TermLender Fees.  Crystal Capital shallhave received any fees due and payable to Crystal Capital pursuant to and inaccordance with the terms of the Crystal Capital Fee Letter.

## 6.4.          NoDefault.  No Default or Event ofDefault shall have occurred and be continuing or would result from theeffectiveness of this Amendment or the consummation of any of the transactionscontemplated hereby.

## 6.5.          Consentsand Approvals.  Agent shall havereceived evidence satisfactory to Agent that any necessary consents andapprovals to any and all transactions contemplated by this Amendment have beenobtained by the Borrower and each other Credit Party.

## 6.6.          TermNotes.  Each Term Lender shall havereceived a Term Note dated the date of this Amendment in the amount of suchTerm Lender’s Term Loan Commitment duly executed by the Borrower.

## 6.7.          RevolvingNotes.  Each Revolving Lender shallhave received a new Revolving Note in form and substance satisfactory to Agentdated the date of this Amendment and reflecting such Revolving Lender’s reducedRevolving Loan Commitment pursuant to the terms of this Amendment.

## 6.8.          MortgageMatters.  Agent shall have receivedduly executed and effective date down endorsements to the title policies withrespect to each of the Mortgages other than those addressed by Section 2.27of this Amendment and such other instruments, amendments, agreements anddocuments as Agent may reasonably request relating to such Mortgages inconnection with this Amendment, all in form and substance satisfactory toAgent.

## 6.9.          SecurityInterests.  Agent and Lenders shallhave received evidence satisfactory to them that Agent (for the benefit ofitself and Lenders) has a valid and perfected first priority security interestin the Collateral.

## 6.10.        LienSearch Results.  Agent shall havereceived lien search results with respect to the Borrower and each other CreditParty (other than Vertis Digital Services Limited) satisfactory in form andsubstance to Agent.

## 6.11.        Chartersand Bylaws.  Agent shall havereceived each of Borrower’s and each other Credit Party’s (a) charter (orforeign equivalent) and all amendments thereto, if any, and (b) bylaws oroperating agreement, as applicable, together with all amendments thereto, ifany.

## 6.12.        GoodStanding Certificates.  Agent shallhave received, other than as addressed by Section 2.28 of thisAmendment, with respect to each of Borrower and each other Credit Party (otherthan Vertis Digital Services Limited): (a) good standing certificates in suchentity’s state of formation (or foreign equivalent); and (b) good standingcertificates and certificates of qualification to conduct business (or foreignequivalent) in each jurisdiction where such entity’s ownership or lease ofproperty or the conduct of its business requires such qualification, each dateda recent date prior to the date of this Amendment and certified by theapplicable Secretary of State or other authorized Governmental Authority.

40

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## 6.13.        Resolutions.  Agent shall have received resolutions ofBorrower’s and each other Credit Party’s Board of Directors or other applicablebody, approving and authorizing the execution, delivery and performance of thisAmendment and the transactions to be consummated in connection with thisAmendment, each certified by such entity’s corporate secretary or assistantsecretary as being in full force and effect without any modification oramendment as of the date of this Amendment.

## 6.14.        Opinions.  Agent and Lenders shall have received: (a) anopinion of counsel to Borrower, DLA Piper US LLP, with respect to thisAmendment, covering such matters as Agent shall reasonably request, in form andsubstance acceptable to Agent; provided, however, that noopinions relating to Vertis Digital Services Limited shall be required; and (b)an opinion of special counsel to Borrower, Sullivan & Cromwell LLP, withrespect to this Amendment, including, without limitation, as to this Amendmentand the transactions contemplated hereby not conflicting with any provision ofthe Security Agreement, the February 2003 Senior Subordinated Debt Documents,the 2002 Senior Debt Documents, the 2003 Senior Secured Debt Documents or theMezzanine Debt Documents, in form and substance acceptable to Agent.

## 6.15.        MinimumBorrowing Availability.  After givingeffect to the funding of the $50,000,000 Term Loan on the Seventh AmendmentEffective Date, Borrower shall have Borrowing Availability of at least$80,000,000 (with accounts payable and taxes being paid in the ordinary course,other than those accounts payable and taxes which are subject to disputes andchallenges being pursued in good faith). 

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

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

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

## 7.2.          NoWaiver.  The execution, delivery andeffect of this Amendment shall be limited precisely as written and shall not bedeemed to (i) be a consent to any waiver of any term or condition, or to anyamendment or modification of any term or condition (except as specificallyprovided herein) of the Credit Agreement or any other Loan Document or (ii)prejudice any right, power or remedy which the Agent or any Lender now has ormay have in the future under or in connection with the Credit Agreement, theNotes or any other Loan Document.

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

# 8.             Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed shall be deemed an original butall such counterparts shall

41

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#  

# constitute one andthe same instrument.  Delivery of anexecuted counterpart of a signature page to this Amendment by telecopier or “pdf”shall be as effective as delivery of a manually executed counterpart signaturepage to this Amendment.

# 9.             Costs and Expenses.  As provided in the Credit Agreement, Borrowershall pay the fees, costs and expenses incurred by Agent in connection with thepreparation, execution and delivery of this Amendment (including, withoutlimitation, attorneys’ fees).

# 10.           GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEWYORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS.

# 11.           Headings.  Section headings in this Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Amendment for any other purpose.

[Signature PagesFollow]

 

42

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

 

----

 
|            | **GENERAL  ELECTRIC CAPITAL**         |
|------------|---------------------------------------|
| ** ** | **CORPORATION**                       |
| ** ** | as Agent, an L/C  Issuer and a Lender |
| ** ** |
| ** ** |
|       | By:                                   | /S/ Sandra  Claghorn |   |
|       | Duly Authorized  Signatory            |

 

----

 
|            | **BANK OF AMERICA, N.A.**        |
|------------|----------------------------------|
|       | as a Lender                      |
|       |                             |
|       |                             |
|       | By:                              | /S/ Robert Scalzitt |
|       | Name:                            | Robert Scalzitt |
|       | Title:                           | Vice President |
|       |                             |
|       |                             |
|       |                             |
|       | **CRYSTAL CAPITAL FUND, L.P.**   |
|       | as a Lender                      |
|       |                             |
|       | **By: Crystal Capital GP, LLC,** | **its** |
| ** ** | **General  Partner**             | ** ** |
|       |                             |   |
| ** ** | ** **                       |
|       | By:                              | /S/ Steven  Migliero, Jr. |
|       | Name:                            | Steven Migliero,  Jr. |
|       | Title:                           | Director |
|            |                                  |  |  |  |

 

----

 

The following Persons are signatory to this Amendmentin their capacity as Credit Parties and not as Borrowers:
|            | **VERTIS HOLDINGS, INC.**           |
|------------|-------------------------------------|
| ** ** |                                |
| ** ** | By:                                 | /S/ Stephen  E. Tremblay |
| ** ** | Name:                               | Stephen E.  Tremblay |
| ** ** | Title:                              | Chief Financial  Officer |
| ** ** |                                |
| ** ** | **VERTIS DIGITAL SERVICES LIMITED** |
| ** ** |                                |
| ** ** | By:                                 | /S/ Stephen  E. Tremblay |
| ** ** | Name:                               | Stephen E.  Tremblay |
| ** ** | Title:                              | Chief Financial  Officer |
| ** ** |                                |
|       | **ENTERON GROUP LLC**               |
|       |                                |
|       | By:                                 | /S/ Stephen  E. Tremblay |
|       | Name:                               | Stephen E.  Tremblay |
| ** ** | Title:                              | Chief Financial  Officer |
|       |                                |
|       | **WEBCRAFT, LLC**                   |
|       |                                |
| ** ** | By:                                 | /S/ Stephen  E. Tremblay |
|       | Name:                               | Stephen E.  Tremblay |
|       | Title:                              | Chief Financial  Officer |
| ** ** |                                |
|       | **USA DIRECT, LLC**                 |
|       |                                |
|       | By:                                 | /S/ Stephen  E. Tremblay |
|       | Name:                               | Stephen E.  Tremblay |
| ** ** | Title:                              | Chief Financial  Officer |

 

----

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

 

----

 

EXHIBIT A

to

LIMITED CONSENTAND AMENDMENT NO. 7 TO CREDIT AGREEMENT

**Annex B**

**to**

**CreditAgreement**

PRO RATA SHARESAND COMMITMENT AMOUNTS
| ** **                                                                                                                                                                                                                               | ** ** | **Lender(s)**                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------|
| Revolving Loan Commitment (including a Swing Line  Commitment and Alternative Currency Swing Line Commitment collectively of  $30,000,000, and an Alternative Currency Revolving Credit Sub-Commitment of  $112,500,000) of $145,000,000 |       | General Electric  Capital Corporation |
|                                                                                                                                                                                                                                     |       |                                  |
| Revolving Loan Commitment (including an Alternative  Currency Revolving Credit Sub-Commitment of $37,500,000) of $55,000,000                                                                                                             |       | Bank of America,  N.A.                |
|                                                                                                                                                                                                                                     |       |                                  |
| Term Loan Commitment of $50,000,000                                                                                                                                                                                                      |       | Crystal Capital  Fund, L.P.           |

 

----

 

EXHIBIT B

to

LIMITED CONSENTAND AMENDMENT NO. 7 TO CREDIT AGREEMENT

**Schedule 1**

**to**

**Exhibit6.2(e) — Form of Borrowing Base Certificate**

Vertis, Inc.(Consolidated)

Borrowing BaseCertificate

      /        /       
| **(000’s)**                                                                                                                                                                                                                                                                                                                           | ** ** | **MMS** | ** ** | **VPS**    | ** ** | **UK** | ** ** | **Total** | ** ** | ** ** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------|------------|------------|------------|--------|------------|-----------|------------|------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                 |       |    |       |       |       |   |       |      |       |       |       |
| **Accounts Receivable per          /         /          aging**                                                                                                                                               |       |    |       |       |       |   |       |      |       |       |       |
| *Ineligibles*                                                                                                                                                                                                                                                                                                                              |       |    |       |       |       |   |       |      |       |       |       |
| Past Due (>90 Days  Past Invoice Date)                                                                                                                                                                                                                                                                                                  |       |    |       |       |       |   |       |      |       |       |       |
| Credits in Past Due  (>90 Days Past Invoice Date)                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| Cross Age (>50% Past  Due)                                                                                                                                                                                                                                                                                                              |       |    |       |       |       |   |       |      |       |       |       |
| Contra Accounts                                                                                                                                                                                                                                                                                                                            |       |    |       |       |       |   |       |      |       |       |       |
| Foreign Customers                                                                                                                                                                                                                                                                                                                          |       |    |       |       |       |   |       |      |       |       |       |
| Government Accounts                                                                                                                                                                                                                                                                                                                        |       |    |       |       |       |   |       |      |       |       |       |
| Intra-Company Accounts                                                                                                                                                                                                                                                                                                                     |       |    |       |       |       |   |       |      |       |       |       |
| Bankrupt Accounts                                                                                                                                                                                                                                                                                                                          |       |    |       |       |       |   |       |      |       |       |       |
| Volume Rebate Reserve                                                                                                                                                                                                                                                                                                                      |       |    |       |       |       |   |       |      |       |       |       |
| Credit Memo Reserve                                                                                                                                                                                                                                                                                                                        |       |    |       |       |       |   |       |      |       |       |       |
| Payment Error                                                                                                                                                                                                                                                                                                                              |       |    |       |       |       |   |       |      |       |       |       |
| *Total Ineligibles*                                                                                                                                                                                                                                                                                                                        |       | $       |       |       | $          |   |       | $         |       |       | $          |   |   |   |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| Eligible Accounts  Receivable                                                                                                                                                                                                                                                                                                              |       | $       |       |       | $          |   |       | $         |       |       | $          |   |   |   |
| Advance Rate                                                                                                                                                                                                                                                                                                                               |       | 85      | %          | 85         | %          | 85     | %          |      |       | 85         | %          |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| **Available Accounts Receivable**                                                                                                                                                                                                                                                                                                          | ** ** | **$**   | **0**      | ** ** | **$**      | **0**  | ** ** | **$**     | **0**      | ** ** | ** ** | ** ** | **$** | **0** | ** ** |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| Reserves: none                                                                                                                                                                                                                                                                                                                             |       | $       | 0          |       | $          | 0      |       | $         | 0          |       |       |   | $ | 0 |   |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| **Net Available Accounts  Receivable**                                                                                                                                                                                                                                                                                                     | ** ** | **$**   | **0**      | ** ** | **$**      | **0**  | ** ** | **$**     | **0**      |       |       | ** ** | **$** | **0** | ** ** |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| *(000’s)*                                                                                                                                                                                                                                                                                                                             |       |    |       |       |       |   |       | **Total** | ** ** | ** ** | ** ** |
|                                                                                                                                                                                                                                                                                                                                       |       |    |       |       |       |   |       |      |       |       |       |
| Residual Interest as of           /         /          (as reported in the     /      /          Daily Report) |       |    |       |       |       |   |       |      |       |       |       |
| Accounts Receivable Sold to Securitization                                                                                                                                                                                                                                                                                                 |       |    |       |       |       |   |       |      |       |       |       |

 

----

 
| Net Advances Under  Securitization  |       |       |       |       |       |   |       |       |       |       |       |
|-------------------------------------|------------|------------|------------|------------|------------|--------|------------|------------|------------|------------|------------|
| **Residual Interest**               |       |       |       |       |       | **$**  |       |       |       | ** ** | ** ** | ** ** |
| *Ineligibles*                       |       |       |       |       |       |   |       |       |       |       |       |
| Ineligible obligors                 |       |       |       |       |       |   |       |       |       |       |       |
| Ineligibles receivables             |       |       |       |       |       |   |       |       |       |       |       |
| Carry cost reserve                  |       |       |       |       |       |   |       |       |       |       |       |
| Total Ineligible                    |       |       |       |       |       | $      |       |       |       |       |       |   |
|                                |       |       |       |       |       |   |       |       |       |       |       |
| Eligible Residual  Interest         |       |       |       |       |       | $      |       |       |       |       |       |   |
| Advance Rate                        |       |       |       |       |       |   |       |       |       | 65         | %          |
|                                |       |       |       |       |       |   |       |       |       |       |       |
| **Net Residual Interest Available** | ** ** | ** ** | ** ** | ** ** | ** ** | **$**  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                |       |       |       |       |       |   |       |       |       |       |       |

 
| **(000’s)**                                                                                                                                                                | ** ** | **Paper**  | ** ** | **Ink**    | ** ** | **Finished  Goods** | ** ** | **Maint.  Parts** | ** ** | **Unbilled  A/R** | ** ** | **Total**  | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|---------------------|------------|-------------------|------------|-------------------|------------|------------|------------|
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Inventory as of          /         /          | ** ** | ** ** | ** ** | ** ** | ** ** | ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | **$**      | ** ** | ** ** |
| *Ineligibles*                                                                                                                                                                   | * *   | * *   | * *   | * *   | * *   | * *            | * *   | * *          | * *   | * *          | * *   | * *   | * *   |
| Excess Obsolete                                                                                                                                                                 |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Locations < $100M                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Cost Test Reserve                                                                                                                                                               |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Consigned Inventory  Reserve                                                                                                                                                    |       |       |       |       |       |                |       |              |       |              |       |       |       |
| GECFS Reserve (30% of  Unbilled A/R)                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| *Total Ineligibles*                                                                                                                                                             | * *   | * *   | * *   | * *   | * *   | * *            | * *   | * *          | * *   | * *          | * *   | * *   | * *   |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Eligible Inventory                                                                                                                                                              |       | $          |       |       | $          |                |       | $                 |       |              | $          |       |       | $ |   |   | $ |   |   |
| Advance Rate                                                                                                                                                                    |       | 65.0       | %          | 65.0       | %          | 65.0                | %          | 65.0              | %          | 65.0              | %          | 65.0       | %          |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| **Available Inventory**                                                                                                                                                         | ** ** | **$**      | ** ** | ** ** | **$**      | ** **          | ** ** | **$**             | ** ** | ** **        | **$**      | ** ** | ** ** | **$** | ** ** | ** ** | **$** | ** ** | ** ** |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| Reserves: none                                                                                                                                                                  |       | $          | 0          |       | $          | 0                   |       | $                 | 0          |              | $          | 0          |       | $ | 0 |   | $ | 0 |   |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| **Net Inventory Availability**                                                                                                                                                  | ** ** | **$**      | ** ** | ** ** | **$**      | ** **          | ** ** | **$**             | ** ** | ** **        | **$**      | ** ** | ** ** | **$** | ** ** | ** ** | **$** | ** ** | ** ** |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
| **Total Current Asset  Availability**                                                                                                                                           | ** ** | **$**      | ** ** | ** ** | **$**      | ** **          | ** ** | **$**             | ** ** | ** **        | **$**      | ** ** | ** ** | **$** | ** ** | ** ** | **$** | ** ** | ** ** |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |
|                                                                                                                                                                            |       |       |       |       |       |                |       |              |       |              |       |       |       |

 

----

 
| **(000s)**                                                        | ** ** | **Total**  | ** **  |
|-------------------------------------------------------------------|------------|------------|-------------|
|                                                              |       |       |        |
| **Fixed Assets as of**                                            | ** ** | ** ** | ** **  |   |
| ** **                                                        | ** ** | ** ** | ** **  |   |
| Machinery &  Equipment — Leased Locations                |       |       |        |   |
| Net Book Value                                                    |       |       |        |   |
| Net Orderly Liquidation  Value                                    |       |       |        |   |
| Lesser of (i) 55% of  Net Book Value and (ii) 100% of Net Orderly |       |       |        |   |
| Liquidation Value                                                 |       |       |        |   |
|                                                              |       |       |        |   |
| Machinery &  Equipment — Owned Locations                 |       |       |        |   |
| Net Book Value                                                    |       |       |        |   |
| Orderly Liquidation  Value In-Place                               |       |       |        |   |
| Lesser of (i) 55% of  Net Book Value and (ii) 100% of Orderly     |       |       |        |   |
| Liquidation Value  In-Place                                       |       |       |        |   |
|                                                              |       |       |        |   |
| **Total Machinery & Equipment  Availability**                 | ** ** | ** ** | ** **  |   |
|                                                              |       |       |        |   |
| Real Estate (Fair  Market Value)                                  |       |       |        |   |
| Advance Rate for Real  Estate                                     |       | 80         | %           |   |
|                                                              |       |       |        |   |
| **Total Real Estate Availability**                                | ** ** | ** ** | ** **  |   |
|                                                              |       |       |        |   |
|                                                              |       |       |        |   |
| **Total Fixed Assets Availability**                               | ** ** | ** ** | ** **  |   |
|                                                              |       |       |        |   |
| ** **                                                        | ** ** | ** ** | ** **  |   |
| ** **                                                        | ** ** | ** ** | ** **  |   |
| **Reserves:**                                                     | ** ** | ** ** | ** **  |   |
| Assets Purchased under  Capital Leases                            |       | —     |        |   |
| Rent Reserve                                                      |       | $          | 1,700,000   |   |   |
| Control Agreements                                                |       | —     |        |   |
|                                                              |       |       |        |   |
|                                                              |       |       |        |   |
| **Total Availability**                                            | ** ** | ** ** | ** **  |   |
| Revolver Commitment                                               |       | $          | 200,000,000 |   |   |
| Lesser of Commitment  and Availability                            |       |       |        |   |
| Less: Outstanding  Revolving Loan Balance                         |       |       |        |   |
| Less: Letters of Credit                                           |       |       |        |   |
|                                                              |       |       |        |   |
| Excess (Deficit) Availability                                     |       |       |        |   |
|                                                                   |            |            |             |  |  |  |  |  |

###  

For the avoidance ofdoubt, Advance Rates with respect to Fixed Assets shall not be subject to anyof the reductions contemplated by the Fourth Amendment to Credit Agreement.

The term “Fair MarketValue” for purposes of this Schedule 1 shall mean the value shownwith respect to owned real estate of the Borrower and the other Credit Partiesin the most recently completed Real Estate Appraisal, if any.

----

 

The term “Net OrderlyLiquidation Value” for purposes of this Schedule 1 shall mean withrespect to eligible machinery and equipment, the aggregate net orderlyliquidation value as determined by the most recent Fixed Asset Appraisal (orupdate thereof), provided by AccuVal Associates, Inc. or other appraisal firmapproved by Agent, of the eligible machinery and equipment of the Borrower andthe other Credit Parties delivered to Agent pursuant to the Credit Agreement.

The term “OrderlyLiquidation Value In-Place” for purposes of this Schedule 1 shallmean with respect to eligible machinery and equipment, the aggregate orderlyliquidation value in place thereof as determined by the most recent Fixed AssetAppraisal (or update thereof), provided by AccuVal Associates, Inc. or otherappraisal firm approved by Agent, of eligible machinery and equipment of theBorrower and the other Credit Parties delivered to Agent pursuant to the CreditAgreement.

----

 

EXHIBIT C

to

LIMITED CONSENTAND AMENDMENT NO. 7 TO CREDIT AGREEMENT

**CertainMortgaged Properties**
|                                                                  |
|-----------------------------------------------------------------------|
| 6111 Woodlake Center Dr., San Antonio, TX 

Bexar County              |
|                                                                  |
| Route 1 & Adams Station 

North Brunswick, NJ 

County: Middlesex |
|                                                                  |
| 1202 Shore Street 

West Sacramento, CA 

County: Yolo                |
|                                                                  |

 

----

 

EXHIBIT D

to

LIMITED CONSENTAND AMENDMENT NO. 7 TO CREDIT AGREEMENT

**Schedules**

**to**

**CreditAgreement**

[See attached]

 

 

 

 

 

 

 

 

 

 

 

 

 

----