**Exhibit10.5**

AMENDMENT NO. 4 TOCREDIT AGREEMENT

This Amendment No.4 to Credit Agreement, dated as of May 30, 2006 (this “Amendment”), isentered into by and among Vertis, Inc., as a Borrower (“Borrower”), theother Credit Parties signatory hereto, General Electric Capital Corporation, asa Lender and as Agent for Lenders (“Agent”), and the other Lenders.

RECITALS

A.            Borrower, the other Credit Parties, Agent and Lenders areparties to that certain Credit Agreement, dated as of December 22, 2004,including all annexes, exhibits and schedule thereto (as amended by thatcertain Limited Consent and Amendment No. 1 to Credit Agreement, dated as ofOctober 3, 2005, that certain Amendment No. 2 to Credit Agreement, dated as ofNovember 22, 2005, and that certain Limited Consent and Amendment No. 3 toCredit Agreement, dated as of December 12, 2005, and as from time to timefurther amended, restated, supplemented or otherwise modified, the “CreditAgreement”).

B.            Borrower and the other Credit Parties have requested thatAgent and Lenders consent to certain amendments to the Credit Agreement as setforth herein in Section 2 in order to increase: (i) the advance rate onFixed Assets with respect to the calculation of the Borrowing Base; and (ii)the amount of each Lender’s Revolving Loan Commitment.

C.            Borrower, the other Credit Parties, Agent and Lenders arewilling to consent to the amendments set forth herein pursuant to, and subjectto, the terms and conditions 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, 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 usedin this Amendment shall have the same meanings ascribed to them in the CreditAgreement and Annex A thereto.

# 2.             Amendments.

## 2.1.          Section 6.2(g) ofthe Credit Agreement is hereby deleted in its entirety and replaced with thefollowing paragraph:

 “(g)        Non-RealEstate Fixed Asset Appraisal and Real Estate Appraisal.  Upon the election of Agent, which may be madeat any time while and so long as a 

----

Default or Event ofDefault shall be continuing and not more than once per year so long as noDefault or Event of Default has occurred and is continuing, Agent may conductappraisals and audits and obtain appraisal reports in form and substance andfrom appraisers reasonably satisfactory to Agent (which may be, or beaffiliated with, a Lender) with respect to the fixed assets (excluding realestate) of the Borrower and the other Credit Parties (the “Non-Real EstateFixed Asset Appraisal”) which reports shall indicate whether or not therelevant information set forth in the Borrowing Base Certificate most recentlydelivered is accurate and complete in all material respects based upon a reviewby such appraiser;  provided, that solong as no Default or Event of Default has occurred and is continuing, Borrower’sobligation to reimburse out-of-pocket expenses in respect of any such Non-RealEstate Fixed Asset Appraisal shall not exceed $125,000.  At the request of the Borrower made at anytime in the reasonable discretion of Borrower, Agent may conduct appraisals andobtain appraisal reports in form and substance and from appraisers reasonably satisfactoryto Agent (which may be, or be affiliated with, a Lender) with respect to theowned real estate of the Borrower and the other Credit Parties (the “RealEstate Appraisal”) which reports shall indicate whether or not the relevantinformation set forth in the Borrowing Base Certificate most recently deliveredis accurate and complete in all material respects based upon a review by suchappraiser.  In addition, for periodsbeginning on or after January 1, 2007, upon the election of Agent, which may bemade at any time while and so long as a Default or Event of Default shall becontinuing and not more than once per year so long as no Default or Event ofDefault is continuing, Agent may conduct a Real Estate Appraisal which reportshall satisfy the requirements set forth in the immediately preceding sentence.”

## 2.2.          Annex A to theCredit Agreement is hereby amended by inserting the following definition inappropriate alphabetical order:

“Fixed Asset Appraisalshall mean a Non-Real Estate Fixed Asset Appraisal or a Real Estate Appraisalas the case may be and as each of such terms is defined in Section 6.2(g).”

## 2.3.          Section 1.3(e) ofthe Credit Agreement is hereby amended by deleting clause (ii) of the provisoat the end of the first sentence of such Section 1.3(e) and replacing it withthe following:

“(ii) any Non-Real EstateFixed Asset Appraisal (as defined in Section 6.2(g) hereof) shall not exceed$125,000.”

## 2.4.          Section 4.3 of theCredit Agreement is hereby amended by deleting the third sentence of suchSection 4.3 and replacing it with the following:

“In addition to theforegoing, each Credit Party shall permit any authorized representatives ofAgent to conduct a Fixed Asset Appraisal subject to and upon the terms andconditions set forth in Section 6.2(g) hereof; provided, however,that, so long as no Default or Event of Default has occurred and is continuing,(i)

2

----

Agent shall be limited toone (1) Non-Real Estate Fixed Asset Appraisal during each calendar year and,for periods beginning on or after January 1, 2007, one (1) Real EstateAppraisal during each calendar year, and (ii) Borrower’s obligation toreimburse out-of-pocket expenses in respect of any such Non-Real Estate FixedAsset Appraisal shall not exceed $125,000.”

## 2.5.          Schedule 1 toExhibit 6.2(e) to the Credit Agreement is hereby amended by deleting the figure“45%” in the “Advance Rate” line with respect to Fixed Assets appearing on thesecond page of such Schedule 1 and replacing such figure with “55%”.  Schedule 1 to Exhibit 6.2(e) to the CreditAgreement is hereby further amended by applying the following adjustments tothe figure “55%” (as herein amended) in the “Advance Rate” line with respect toFixed Assets appearing on the second page of such Schedule 1.  Each adjustment will be referred to as a “StepDown” and will occur on the dates detailed in the following table.  The Advance Rate associated with each StepDown will remain in place until the next Step Down.

| **Step Down** | ** ** | **Date** | ** **         | **Advance Rate on Fixed Assets** | ** ** |
|--------------------|------------|----------|--------------------|------------------------------------------------------|------------|
| 1                  |       |     | March 31, 2007     |                                                 |       | 53% |   |
| 2                  |       |     | June 30, 2007      |                                                 |       | 50% |   |
| 3                  |       |     | September 30, 2007 |                                                 |       | 48% |   |
| 4                  |       |     | December 31, 2007  |                                                 |       | 45% |   |

 

provided,however, that, if, prior to December 31, 2007, Agent receives aReal Estate Appraisal evidencing an amount of at least $45,000,000 in excess ofthe Net Book Value (as reported in the most recently delivered Borrowing BaseCertificate) of owned real estate of the Borrower and the other Credit Parties,then the Advance Rate on Fixed Assets will immediately revert to 45%; and, provided,further, that, if at any time prior to December 31, 2007 theMaximum Amount is permanently reduced pursuant to the terms of the CreditAgreement (whether in connection with a voluntary reduction, a mandatoryreduction or otherwise) to $200,000,000 or less, then the Advance Rate on FixedAssets will immediately revert to 45%.

## 2.6.          Schedule 1 toExhibit 6.2(e) to the Credit Agreement is hereby further amended by:

### (a)           deleting the line “Real Estate (NetBook Value)” with respect to Fixed Assets appearing on the second page of suchSchedule 1 and replacing such line with the line “Real Estate (the greater ofNet Book Value and Fair Market Value)”; and

### (b)           inserting the following at the end ofsuch Schedule 1:

“The term “Fair MarketValue” for purposes of this Schedule 1 shall mean the value shown with respectto owned real estate of the Borrower and the other Credit Parties in the mostrecently completed Real Estate Appraisal, if any.”

## 2.7.          Annex B to theCredit Agreement is hereby amended by:

3

----

##  

### (a)           deleting the figure “$150,000,000”appearing opposite the name of General Electric Capital Corporation on suchAnnex B and replacing such figure with “$165,000,000”.  Annex B to the Credit Agreement is herebyfurther amended by applying the following adjustments to the figure “$165,000,000”(as herein amended) appearing opposite the name of General Electric CapitalCorporation on such Annex B.  Eachadjustment will be referred to as a “Step Down” and will occur on the datesdetailed in the following table.  TheRevolving Loan Commitment of General Electric Capital Corporation associatedwith each Step Down will remain in place until the next Step Down.

| **Step Down** | ** ** | **Date** | ** **          | **Revolving Loan Commitment** | ** ** |         |
|--------------------|------------|----------|---------------------|-----------------------------------------|------------|--------------|
| 1                  |       |     | March 31, 2007      |                                    |       | $161,250,000 |   |
| 2                  |       |     | June 30, 2007       |                                    |       | $157,500,000 |   |
| 3                  |       |     | September 30,  2007 |                                    |       | $153,750,000 |   |
| 4                  |       |     | December 31, 2007   |                                    |       | $150,000,000 |   |
|                    |            |          |                     |                                         |            |              |  |  |  |

 

provided,further, that, if, prior to December 31, 2007, Agent receives aReal Estate Appraisal then the Revolving Loan Commitment of General ElectricCapital Corporation shall become equal to the lesser of (I) $165,000,000 and(II) the higher of (x) the then otherwise applicable Revolving Loan Commitmentdetermined in accordance with the foregoing Step Down table and (y) an amountequal to (A) $150,000,000 plus (B) 45% of (the Fair Market Value ofowned real estate of the Borrower and the other Credit Parties (as reported inthe Real Estate Appraisal) minus the Net Book Value of owned real estateof the Borrower and the other Credit Parties (as reported in the most recentlydelivered Borrowing Base Certificate)), which calculation shall be made eachsubsequent time that (x) Agent receives a Real Estate Appraisal, (y) a StepDown occurs or (z) the Net Book Value of owned real estate of the Borrower andthe other Credit Parties (as reported in the most recently delivered BorrowingBase Certificate) changes and following each such subsequent calculation theRevolving Loan Commitment of General Electric Capital Corporation shall beaccordingly adjusted (it being understood and agreed that in no eventwhatsoever shall the Revolving Loan Commitment of General Electric CapitalCorporation exceed $165,000,000); and

### (b)           deleting the figure “$50,000,000”appearing opposite the name of Bank of America, N.A. on such Annex B andreplacing such figure with “$55,000,000”. Annex B to the Credit Agreement is hereby further amended by applyingthe following adjustments to the figure “$55,000,000” (as herein amended)appearing opposite the name of Bank of America, N.A. on such Annex B.  Each adjustment will be referred to as a “StepDown” and will occur on the dates detailed in the following table.  The Revolving Loan Commitment of Bank ofAmerica, N.A. associated with each Step Down will remain in place until thenext Step Down.

4

----

 
| **Step Down** | ** ** | **Date** | ** **         | **Revolving Loan Commitment** | ** ** |
|--------------------|------------|----------|--------------------|-----------------------------------------|------------|
| 1                  |       |     | March 31, 2007     |                                    |       | $53,750,000 |   |
| 2                  |       |     | June 30, 2007      |                                    |       | $52,500,000 |   |
| 3                  |       |     | September 30, 2007 |                                    |       | $51,250,000 |   |
| 4                  |       |     | December 31, 2007  |                                    |       | $50,000,000 |   |

 

provided,further, that, if, prior to December 31, 2007, Agent receives aReal Estate Appraisal then the Revolving Loan Commitment of Bank of America,N.A. shall become equal to the lesser of (I) $55,000,000 and (II) the higher of(x) the then otherwise applicable Revolving Loan Commitment determined inaccordance with the foregoing Step Down table and (y) an amount equal to (A)$50,000,000 plus (B) 45% of (the Fair Market Value of owned real estateof the Borrower and the other Credit Parties (as reported in the Real EstateAppraisal) minus the Net Book Value of owned real estate of the Borrowerand the other Credit Parties (as reported in the most recently deliveredBorrowing Base Certificate)), which calculation shall be made each subsequenttime that (x) Agent receives a Real Estate Appraisal, (y) a Step Down occurs or(z) the Net Book Value of owned real estate of the Borrower and the otherCredit Parties (as reported in the most recently delivered Borrowing BaseCertificate) changes and following each such subsequent calculation theRevolving Loan Commitment of Bank of America, N.A. shall be accordinglyadjusted (it being understood and agreed that in no event whatsoever shall theRevolving Loan Commitment of Bank of America, N.A. exceed $55,000,000).

# 3.             Representations and Warranties.  Each of Borrower and each other Credit Party,jointly and severally, hereby represents and warrants to Agent and Lendersthat:

## 3.1.          The execution,delivery and performance by the Borrower and each of the other Credit Partiesof this Amendment have been duly authorized by all necessary corporate action,and this Amendment constitutes the legal, valid and binding obligation of theBorrower and each of the other Credit Parties enforceable against each of themin accordance with its terms, except as the enforcement hereof may be subjectto the effect of any applicable bankruptcy, insolvency, reorganization,moratorium or similar law affecting creditors’ rights generally or to generalprinciples of equity.

## 3.2.          Each of theexecution, delivery and performance of this Amendment by Borrower and eachCredit Party and the consummation of the transactions contemplated hereby doesnot, and will not, contravene or conflict with any provision of (i) law, (ii)any judgment, decree or order, or (iii) the certificate or articles ofincorporation or by-laws or other constituent documents of Borrower or anyCredit Party, and does not, and will not, contravene or conflict with, or causeany Lien to arise under, any provision of any indenture, agreement, mortgage,lease, instrument or other document, including, without limitation, theFebruary 2003 Senior Subordinated Debt Documents, the 2002 Senior DebtDocuments, the 2003 Senior Secured Debt Documents or the Mezzanine DebtDocuments, binding upon or otherwise affecting Borrower or any Credit Party orany property of Borrower or any Credit Party.

## 3.3.          No Default or Eventof Default exists under the Credit Agreement or any other Loan Document or willexist after or be triggered by the execution, delivery and 

5

----

## performance 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.

# 4.             Conditions Precedent to Effectiveness.  The effectiveness of the amendments set forthin Section 2 hereof are in each instance subject to the satisfaction ofeach of the following conditions precedent:

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

## 4.2.          No Default.  No Default or Event of Default shall haveoccurred and be continuing or would result from the effectiveness of thisAmendment or the consummation of any of the transactions contemplated hereby.

## 4.3.          Opinion.  Agent and Lenders shall have received anopinion of counsel to Borrower, Sullivan & Cromwell LLP, with respect tothis Amendment, including, without limitation, as to this Amendment and thetransactions contemplated hereby not conflicting with any provision of theFebruary 2003 Senior Subordinated Debt Documents, the 2002 Senior DebtDocuments, the 2003 Senior Secured Debt Documents or the Mezzanine DebtDocuments, all in form and substance acceptable to Agent.

## 4.4.          Notes.  Each Lender shall have received a newRevolving Note in form and substance acceptable to Agent, duly executed byBorrower and reflecting such Lender’s increased Revolving Loan Commitmentpursuant to the terms of this Amendment.

## 4.5.          Amendment Fee.  Borrower shall have paid to the Agent, anonrefundable amendment fee for the ratable account of the Lenders, in anamount equal to $200,000.

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

# 5.             Reference to and Effect Upon the Credit Agreement andother Loan Documents.  

## 5.1.          Full Force andEffect.  Except as specificallyprovided herein, the Credit Agreement and each other Loan Document shall remainin full force and effect and each is hereby ratified and confirmed by allCredit Parties.

## 5.2.          No Waiver.  The execution, delivery and effect of thisAmendment shall be limited precisely as written and shall not be deemed to (i)be a consent to any waiver of any term or condition, or to any amendment ormodification of any term or condition (except as specifically provided 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 or may have in the futureunder or in connection with the Credit Agreement or any other Loan Document.

## 5.3.          Certain Terms.  Each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or any other word or words ofsimilar import shall 

6

----

## mean and be a reference to the Credit Agreement as amended hereby, andeach reference in any other Loan Document to the Credit Agreement or any wordor words of similar import shall be and mean a reference to the CreditAgreement as amended hereby.

# 6.             Counterparts. This 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 executed counterpart of a signature page to this Amendmentby telecopier or “pdf” shall be as effective as delivery of a manually executedcounterpart signature page to this Amendment.

# 7.             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).

# 8.             GOVERNING LAW. THIS 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.

# 9.             Headings. Section headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for anyother purpose.

[Signature Pages Follow]

7

----

 

IN WITNESS WHEREOF, this Amendment has been dulyexecuted as of the date first written above.
|            | BORROWER:        |
|------------|------------------|
| ** ** |             |
| ** ** | **VERTIS, INC.** |
|       |             |
|       |             |
|       | By:              | /S/ JOHN V. HOWARD, JR. |
|       | Name:            | John V. Howard, Jr. |
|       | Title:           | Secretary |
|            |                  |  |  |

 

----

 
|        | **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/ JOHN V. HOWARD, JR. |
|       | Name:                               | John V. Howard, Jr. |
|       | Title:                              | Secretary |
| ** ** |                                |
| ** ** |                                |
| ** ** | **VERTIS DIGITAL SERVICES LIMITED** |
|       |                                |
|       |                                |
|       | By:                                 | /S/ JOHN V. HOWARD, JR. |
|       | Name:                               | John V. Howard, Jr. |
|       | Title:                              | Secretary |
| ** ** |                                |
| ** ** |                                |
| ** ** | **ENTERON GROUP LLC**               |
|       |                                |
|       |                                |
|       | By:                                 | /S/ JOHN V. HOWARD, JR. |
|       | Name:                               | John V. Howard, Jr. |
|       | Title:                              | Secretary |
| ** ** |                                |
| ** ** |                                |
| ** ** | **WEBCRAFT, LLC**                   |
|       |                                |
|       |                                |
|       | By:                                 | /S/ JOHN V. HOWARD, JR. |
|       | Name:                               | John V. Howard, Jr. |
|       | Title:                              | Secretary |
| ** ** |                                |
| ** ** |                                |
| ** ** | **VERTIS MAILING, LLC**             |
|       |                                |
|       |                                |
|       | By:                                 | /S/ JOHN V. HOWARD, JR. |
|       | Name:                               | John V. Howard, Jr. |
|       | Title:                              | Secretary |
|            |                                     |  |  |  |

 

----

 
|        | **WEBCRAFT CHEMICALS, LLC** |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         | /S/ JOHN V. HOWARD, JR. |
|   | Name:                       | John V. Howard, Jr. |
|   | Title:                      | Secretary |
|        |                             |  |  |

 

----