Exhibit 10.15


 


AMENDMENT
NO. 1 TO


AMENDED AND
RESTATED RETAINED SHARE AGREEMENT


AND


AMENDED AND
RESTATED MANAGEMENT
SUBSCRIPTION
AGREEMENT


 


This AMENDMENT NO. 1 TO AMENDED AND RESTATED RETAINED SHARE
AGREEMENT AND AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into
by and among Vertis Holdings, Inc., formerly known as Big Flower Holdings Inc.,
a Delaware corporation (the “Company”), Thomas
H. Lee Equity Fund IV, L.P. (the “Sponsor”) and
Donald E. Roland (the “Executive”), an
employee and shareholder of the Company.


 


WHEREAS, the Company, the Sponsor and the Executive
are parties to that certain Amended and Restated Retained Share Agreement and
that certain Amended and Restated Management Subscription Agreement, each dated
as of August 31, 2003 (each, a “Retained
Equity Agreement” and, collectively, the “Retained Equity Agreements”);


 


WHEREAS, the Retained Equity Agreements provide that
they may be amended only by a written instrument signed by the Company, the
Sponsor and the Executive; and


 


WHEREAS, the Company, the Sponsor and the Executive
desire to enter into this Agreement to amend the Retained Equity Agreements
pursuant to and consistent with the provisions of that certain letter
agreement, entered into coincident with this Agreement, between the Company,
Vertis, Inc., which is a wholly-owned subsidiary of the Company (the Company
and Vertis, Inc., collectively “Vertis”), and
the Executive with respect to Executive’s transition to the position of
Non-Executive Chairman of the Board of Directors of Vertis, Inc. (the “Letter Agreement”).


 


NOW,
THEREFORE, in
consideration of the mutual covenants set forth herein, the Executive’s
forfeiture of all shares of restricted stock subject to that certain Restricted
Stock Agreement between the Company and the Executive dated effective as of May 20,
2004, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Definitions. All capitalized terms used in this Agreement
but not otherwise defined herein shall have the meanings set forth in the
Retained Equity Agreements.


 


2.             Waiver of Call Right. The Retained Equity Agreements are hereby
amended by deleting, in their entirety, Article V and Article VI under each
Retained Equity Agreement.


 


3.             Extension of Tag-Along Rights. The Retained Equity Agreements are hereby
amended by deleting, in its entirety, Section 7.2
under each Retained Equity Agreement.


 


4.             No Other Changes. Except as set forth in Sections 2 and 3 of
this Agreement, the Retained Equity Agreements shall not be amended by this
Agreement in any way and shall remain in full force and effect,


 


5.             Effective Time. This Agreement shall become effective at the
same time that the Letter Agreement becomes effective. For the avoidance of
doubt, in the event that the Executive shall revoke


 

















 


his execution of the Letter Agreement before it
becomes effective, this Agreement shall be null and void and the Retained
Equity Agreements shall remain in their original form without amendment.


 


6.            Governing Law. The laws of the State of Delaware shall
govern the interpretation, validity and performance of the terms of this
Agreement, regardless of the law that might be applied under Delaware’s
principles of conflicts of law.


 


7.            Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.


 


8.            Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed. 


 


	
  THE
  EXECUTIVE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Donald
  E. Roland

  	
   

  	
  4/10/2006

  	
   

  
	
  Donald E.
  Roland

  	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  COMPANY:

  	
   

  
	
   

  	
   

  
	
  Vertis
  Holdings, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John V. Howard, Jr.

  	
   

  	
  3/28/06

  	
   

  
	
  Name:

  	
  John V. Howard, Jr.

  	
  Date

  	
   

  
	
  Title:

  	
  Secretary 

  	
   

  
	
   

  	
   

  
							



 


 


	
  THE
  SPONSOR:

  	
   

  
	
   

  	
   

  
	
  Thomas
  H. Lee Equity Fund IV, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Anthony
  J. DiNovi

  	
   

  	
  4/10/06

  	
   

  
	
  Name:

  	
  Anthony
  J. DiNovi

  	
  Date

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


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