**Exhibit 10.6**

LIMITED CONSENT ANDAMENDMENT NO. 5 TO CREDIT AGREEMENT

This Limited Consent andAmendment No. *5*to CreditAgreement, dated as of September *5,*2006(this “Consent and 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”), and theother Lenders.

RECITALS

A. Borrower, the otherCredit Parties, Agent and Lenders are parties to that certain Credit Agreement,dated as of December 22, 2004, including all annexes, exhibits and schedulesthereto (as amended by: (i) that certain Limited Consent and Amendment No. 1 toCredit Agreement, dated as of October 3,2005; (ii) that certain Amendment No. 2to Credit Agreement, dated as of November 22, 2005; (iii) that certain LimitedConsent and Amendment No. 3 to Credit Agreement, dated as of December 12, 2005;and (iv) that certain Amendment No. 4 to Credit Agreement, dated as of May30,2006; and as from time to time further amended, restated, supplemented orotherwise modified, the “Credit Agreement”).

B. Borrower and the otherCredit Parties have requested that Agent and Lenders consent to the sale byBorrower and Webcraft, LLC (“Webcraft”) of certain assets related to Borrower’sand Webcraft’s fragrance and cosmetic businesses as set forth in (i) thatcertain Asset Purchase Agreement to be entered into by Borrower and Webcraft,together as Seller, and Spice Acquisition Corp. (“Spice”), as Purchaser, and(ii) that certain Asset Sale Agreement to be entered into by Vertis FragranceSARL (“SARL”), as Seller, and Arcade Europe SARL, as Purchaser, substantiallyin the form of Exhibit A-1 and Exhibit A-2, respectively, to this Consent andAmendment (together, the “Asset Purchase Agreements”), and (iii) certainrelated actions as further described in Section 2 herein.

C. This Consent andAmendment shall constitute a Loan Document and these Recitals shall beconstrued as part of this Consent and Amendment.

NOW THEREFORE, inconsideration of the premises and the mutual covenants hereinafter contained,and of the Loans and other extensions of credit heretofore, now or hereaftermade to, or for the benefit of, Borrower by Lenders, Borrower, the other CreditParties, Agent and Lenders hereby agree as follows:

1. Definitions.Except to the extent otherwise specified herein, capitalized terms used in thisConsent and Amendment shall have the same meanings ascribed to them in theCredit Agreement and Annex A thereto.

2. Consents.

2.1. Notwithstanding Section5.7 of the Credit Agreement or any other provision of the Credit Agreement orany other Loan Document to the contrary, Agent and Lenders hereby consent tothe sale by Borrower and Webcraft to Spice of certain assets related toBorrower’s and Webcraft’s fragrance and cosmetic businesses as set forth in theAsset Purchase Agreements; provided, that, any changes to theAsset Purchase Agreements from the versions thereof attached to this Consentand Amendment as Exhibit A-1 and Exhibit A-2, shall be reasonably satisfactoryto Agent.

2.2. Notwithstanding anyprovision of the Credit Agreement or any other Loan Document to the contrary,Agent and Lenders hereby consent to the release of Agent’s Liens on the assetsof Borrower and Webcraft which are being sold by Borrower and Webcraft to Spicepursuant to the Asset Purchase Agreements upon the closing of the transactionscontemplated by the Asset Purchase Agreements to the

----

extent such properties andassets have been pledged to Agent pursuant to the Credit Agreement or any otherLoan Document.

3. Further Assurances.

3.1. Each Credit Partyshall, from time to time, execute and deliver such agreements, instruments,certificates, reports and other documents and take all such actions as Agent orLenders at any time may reasonably request to evidence, further document,effectuate or otherwise implement the actions described above in Section 2,under the Credit Agreement and/or the other Loan Documents.

3.2. At the time of theclosing of the transactions contemplated by the Asset Purchase Agreements andfrom time to time thereafter, at Borrower’s expense, Agent and Lenders shallexecute and deliver such lien release instruments and documents and take suchrelated actions as Borrower may reasonably request to evidence, furtherdocument, effectuate or otherwise implement the release of Agent’s Liens asdescribed above in Section 2, under the Credit Agreement and the other LoanDocuments.

4. Representations andWarranties. Borrower and Credit Parties, jointly and severally, herebyrepresent and warrant to Agent and Lenders that:

4.1.Aside from: (a) (i) the agreements to provide indemnification, (ii) theguaranty by Borrower, and (iii) other obligations, all as set forth in theAsset Purchase Agreements, under which the maximum aggregate exposure withrespect to the preceding clause (i) is $4,000,000, subject to the exceptionsset forth in the Asset Purchase Agreements; and (b) the obligations set forthin the Transition Services Agreement, substantially in the form of Exhibit B tothis Consent and Amendment (the “Transition Services Agreement”), to be enteredinto by and among Borrower, Webcraft, SARL and Spice, (A) there are nopost-closing obligations and liabilities, including, without limitation, contingentobligations and liabilities, under the Asset Purchase Agreements or theTransition Services Agreement of Borrower and the other Credit Parties to Spiceor any other Person, and (B) there is no existing guaranty, credit support,indemnity or other similar arrangement by Borrower or any other Credit Party orby any of their direct or indirect Subsidiaries in favor of Spice or anyemployee, customer or creditor relating to Spice.

4.2. The execution, deliveryand performance by Borrower and each of the other Credit Parties of thisConsent and Amendment have been duly authorized by all necessary corporateaction, and this Consent and Amendment constitutes the legal, valid and bindingobligation of Borrower and each of the other Credit Parties enforceable againsteach of them in accordance with its terms, except as the enforcement hereof maybe subject to the effect of any applicable bankruptcy, insolvency,reorganization, moratorium or similar law affecting creditors’ rights generallyor to general principles of equity.

4.3. The execution, deliveryand performance of this Consent and Amendment and the consummation of thetransactions contemplated hereby by Borrower and each other Credit Party donot, and will not:

(a) contravene or conflictwith any provision of (i) law, (ii) any judgment, decree or order, or (iii) thecertificate or articles of incorporation or by-laws or other constituentdocuments of Borrower or any other Credit Party; or

(b) contravene or conflictwith, or cause any Lien to arise under, any provision of any indenture,agreement, mortgage, lease, instrument or other document, including, withoutlimitation, the Security Agreement, the February 2003 Senior Subordinated DebtDocuments, the 2002 Senior Debt Documents, the 2003 Senior Secured DebtDocuments or the Mezzanine Debt Documents, binding upon or otherwise affectingBorrower or any Credit Party or any property of Borrower or any Credit Party.

----

4.4.          No Default or Event of Default exists under the CreditAgreement or any other Loan Document or will exist after or be triggered by theexecution, delivery and performance of this Consent and Amendment or theconsummation of the transactions contemplated hereby and by the Asset PurchaseAgreements. In addition, each of Borrower and each other Credit Party herebyrepresents, warrants and reaffirms that the Credit Agreement and each of theother Loan Documents remains in full force and effect.

5. Covenants. Asidefrom (a) (i) the agreements to provide indemnification, (ii) the guaranty byBorrower, and (iii) other obligations, all as set forth in the Asset PurchaseAgreements, under which the maximum aggregate exposure with respect to thepreceding clause (i) is $4,000,000, subject to the exceptions set forth in theAsset Purchase Agreements, and (b) the obligations set forth in the TransitionServices Agreement, each of Borrower and each other Credit Party executing thisConsent and Amendment jointly and severally agrees as to all Credit Partiesthat from and after the date hereof, the Credit Parties shall not and shall notcause or permit their Subsidiaries directly or indirectly to create, incur,assume or otherwise become or remain directly or indirectly liable with respectto any guaranty, credit support, indemnity or other similar arrangement, byBorrower or by any of its direct or indirect Subsidiaries in favor of Spice orany employee, customer or creditor relating to Spice.

6. Conditions Precedentto Effectiveness. The effectiveness of the consents set forth in Section 2hereof are in each instance subject to the satisfaction of each of thefollowing conditions precedent:

6.1. Consent andAmendment. This Consent and Amendment shall have been duly executed anddelivered by Borrower, the other Credit Parties, Agent and Lenders.

6.2. No Default. NoDefault or Event of Default shall have occurred and be continuing or wouldresult from the effectiveness of this Consent and Amendment or the consummationof any of the transactions contemplated hereby or by the Asset PurchaseAgreements.

6.3. Opinion. Agentand Lenders shall have received an opinion of counsel to Borrower, Sullivan& Cromwell LLP, with respect to this Consent and Amendment, including,without limitation, as to this Consent and Amendment, the Asset PurchaseAgreements and the transactions contemplated hereby and thereby not conflictingwith any provision of the Security Agreement, the February 2003 SeniorSubordinated Debt Documents, the 2002 Senior Debt Documents, the 2003 SeniorSecured Debt Documents or the Mezzanine Debt Documents, in form and substanceacceptable to Agent.

6.4. Miscellaneous.Agent and Lenders shall have received such other agreements, instruments anddocuments as Agent or Lenders may reasonably request.

7. Reference to andEffect Upon the Credit Agreement and other Loan Documents.

7.1. Full Force andEffect. Except as specifically provided herein, the Credit Agreement, theNotes and each other Loan Document shall remain in full force and effect andeach is hereby ratified and confirmed by all Credit Parties.

7.2. No Waiver. Theexecution, delivery and effect of this Consent and Amendment shall be limitedprecisely as written and shall not be deemed to (i) be a consent to any waiverof any term or condition, or to any amendment or modification of any term orcondition (except as specifically provided herein) of the Credit Agreement orany other Loan Document or (ii) prejudice any right, power or remedy which theAgent or any Lender now has or may have in the future under or in connectionwith the Credit Agreement, the Notes or any other Loan Document.

----

7.3 Certain Terms.Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof‘, “herein” or any other word or words of similar import shall mean and be areference to the Credit Agreement as amended hereby, and each reference in anyother Loan Document to the Credit Agreement or any word or words of similarimport shall be and mean a reference to the Credit Agreement as amended hereby.

8. Counterparts. ThisConsent and Amendment may be executed in any number of counterparts, each ofwhich when so executed shall be deemed an original but all such counterpartsshall constitute one and the same instrument. Delivery of an executedcounterpart of a signature page to this Consent and Amendment by telecopier or “pdf”shall be as effective as delivery of a manually executed counterpart signaturepage to this Consent and Amendment.

9. Costs and Expenses.As provided in the Credit Agreement, Borrower shall pay the fees, costs andexpenses incurred by Agent in connection with the preparation, execution anddelivery of this Consent and Amendment (including, without limitation,attorneys’ fees).

10. GOVERNING LAW.THIS CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED INACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TOCONFLICTS OF LAW PRINCIPALS.

11. Headings. Sectionheadings in this Consent and Amendment are included herein for convenience ofreference only and shall not constitute a part of this Consent and Amendmentfor any other purpose.

 

[Signature Pages Follow]

----

IN WITNESS WHEREOF, thisConsent and Amendment has been duly executed as of the date first writtenabove.

 
|            |   | BORROWER:         |
|------------|--------|-------------------|
|       |   |              |
| ** ** |   | **VERTIS,  INC.** |
| ** ** |   | ** **        |
| ** ** |   | ** **        |
|       |   | By:               | /s/ Dean D.  Durbin |
|       |   | Name:             | Dean D. Durbin |
|       |   | Title:            | President and  Chief Executive 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  Anchundia |
|   |   | Name:                     | Robert Anchundia |
|   |   | Title:                    |  Vice  President |
|        |        |                           |  |  |  |

 

----

The following Persons are signatory to this Amendmentin their capacity as Credit Parties and not as Borrowers:

 
|            |   | **VERTIS HOLDINGS, INC.**            |
|------------|--------|--------------------------------------|
| ** ** |   | ** **                           |
| ** ** |   | ** **                           |
|       |   | By:                                  | /s/ Dean D.  Durbin |
|       |   | Name:                                | Dean D. Durbin |
|       |   | Title:                               |  President  and Chief Executive Officer |
|       |   |                                 |
|       |   |                                 |
| ** ** |   | **VERTIS  DIGITAL SERVICES LIMITED** |
| ** ** |   | ** **                           |
| ** ** |   | ** **                           |
|       |   | By:                                  | /s/ Dean D.  Durbin |
|       |   | Name:                                | Dean D. Durbin |
|       |   | Title:                               |  President  and Chief Executive Officer |
| ** ** |   | ** **                           |
|       |   |                                 |
| ** ** |   | **ENTERON  GROUP LLC**               |
| ** ** |   | ** **                           |
| ** ** |   | ** **                           |
|       |   | By:                                  | /s/ Dean D.  Durbin |
|       |   | Name:                                | Dean D. Durbin |
|       |   | Title:                               |  President  and Chief Executive Officer |
| ** ** |   | ** **                           |
|       |   |                                 |
| ** ** |   | **WEBCRAFT,  LLC**                   |
| ** ** |   | ** **                           |
| ** ** |   | ** **                           |
|       |   | By:                                  | /s/ Dean D.  Durbin |
|       |   | Name:                                | Dean D. Durbin |
|       |   | Title:                               |  President  and Chief Executive Officer |
| ** ** |   | ** **                           |
|       |   |                                 |
| ** ** |   | **USA  DIRECT, LLC**                 |
| ** ** |   | ** **                           |
| ** ** |   | ** **                           |
|       |   | By:                                  | /s/ Dean D.  Durbin |
|       |   | Name:                                | Dean D. Durbin |
|       |   | Title:                               |  President  and Chief Executive Officer |
|            |        |                                      |  |  |  |

 

----

 
|            |   | **VERTIS  MAILING, LLC**     |
|------------|--------|------------------------------|
| ** ** |   | ** **                   |
| ** ** |   | ** **                   |
|       |   | By:                          | /s/ Dean D.  Durbin |
|       |   | Name:                        | Dean D. Durbin |
|       |   | Title:                       |  President  and Chief Executive Officer |
| ** ** |   | ** **                   |
| ** ** |   | ** **                   |
| ** ** |   | **WEBCRAFT  CHEMICALS, LLC** |
| ** ** |   | ** **                   |
| ** ** |   | ** **                   |
|       |   | By:                          | /s/ Dean D.  Durbin |
|       |   | Name:                        | Dean D. Durbin |
|       |   | Title:                       |  President  and Chief Executive Officer |
|            |        |                              |  |  |  |

 

----