EX-10.35



 





EXHIBIT 10.35




BRIDGE FACILITY INTERCREDITOR AGREEMENT




     This BRIDGE FACILITY INTERCREDITOR AGREEMENT (“Agreement”), dated as of March 3, 2008
is entered into by and among BANK OF AMERICA, N.A., as Senior Agent (as defined below), SPECIAL
SITUATIONS INVESTING GROUP, INC., as administrative agent and collateral agent under the Bridge
Facility Agreement (as defined below), and AMERICAN COLOR GRAPHICS, INC., a New York corporation
(the “Borrower”).



WITNESSETH:




     WHEREAS, the Borrower, ACG Holdings, Inc. as guarantor (the “Guarantor”), the
financial institutions party thereto from time to time (the “Senior Lenders”), and Bank of
America, N.A. as the administrative agent and collateral agent for the Senior Lenders (in such
capacity, the “Senior Agent”) are parties to that certain Amended and Restated Credit
Agreement, dated as of May 5, 2005, as amended by that certain First Amendment to Amended and
Restated Credit Agreement, dated as of September 26, 2006, as further amended by that certain
Second Amendment to Amended and Restated Credit Agreement, dated as of March 30, 2007, as further
amended by that certain Third Amendment to Amended and Restated Credit Agreement, dated as of June
13, 2007, as further amended by that certain letter agreement dated as of July 3, 2007, as further
amended by that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of
August 28, 2007, as further amended by that certain Fifth Amendment to Amended and Restated Credit
Agreement and Temporary Waiver Agreement, dated as of November 14, 2007, and as further amended by
that certain Sixth Amendment to Amended and Restated Credit Agreement and Temporary Waiver
Agreement, dated as of February 12, 2007 (as heretofore amended, the “Existing Credit
Agreement”);



     WHEREAS, the Borrower, the Guarantor, certain lenders identified therein (the “Bridge
Lenders”) and Special Situations Investing Group, Inc., as the administrative and collateral
agent (the “Bridge Agent”) for the Bridge Lenders have entered into that certain Bridge
Facility Agreement, of even date herewith, pursuant to which the Bridge Lenders have agreed to make
certain credit facilities available to the Borrower (the “Bridge Facility Agreement”);



     WHEREAS, the Borrower and The Bank of New York, as the trustee and the collateral agent (in
its capacity as collateral agent and any successor collateral agent thereunder, the
“Trustee”) are parties to that certain Indenture, dated as of July 3, 2003 (as such
Indenture may be amended, amended and restated, supplemented or otherwise modified, from time to
time at the option of the parties thereto, the “Indenture”) governing the rights and duties
of the Borrower under the 10% Senior Secured Notes due 2010 and Second Lien Supplemental Notes due
March 15, 2008;



     WHEREAS, the Senior Agent, the Trustee and the Borrower are parties to and governed by that
certain Intercreditor Agreement, dated as of July 3, 2003 (the “Intercreditor Agreement”);



     WHEREAS, the Borrower and the Guarantor have requested the Senior Agent and the Senior Lenders
to enter into a Seventh Amendment to Amended and Restated Credit Agreement



 









 





and Temporary Waiver Agreement, of even date herewith (the “Seventh Amendment”), in
connection with the Borrower’s entering into the Bridge Facility Agreement;




     WHEREAS, the Senior Agent and the Senior Lenders are willing to enter into the Seventh
Amendment, subject to certain conditions, including without limitation, the execution and delivery
of this Bridge Facility Intercreditor Agreement;



     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein
set forth and for other good and valuable consideration, the adequacy and receipt of which are
hereby acknowledged, and in reliance upon the representations, warranties and covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and the plural form
of the terms indicated). Capitalized terms defined in the Senior Credit Agreement and used (but not
otherwise defined) herein shall have the meanings ascribed to them in the Senior Credit Agreement.



     “Agreement” shall mean this Bridge Facility Intercreditor Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with the terms hereof.



     “Bankruptcy Code” shall mean title 11 of the United States Code (11 U.S.C. 101 et
seq.), as amended from time to time and any successor statute.



     “Bridge Agent” shall include, in addition to the Bridge Agent referred to in the
recitals hereto, the then acting administrative and collateral agent for the Bridge Lenders under
the Bridge Lender Documents and any successor thereto exercising substantially the same rights and
powers, or if there is no acting administrative and collateral agent under the Bridge Lender
Documents, the Bridge Lenders holding a majority in principal amount of Bridge Lender Claims then
outstanding.



     “Bridge Facility Collateral” shall mean all of the assets of the Borrower or any
Guarantor whether real, personal or mixed, in which the Bridge Lenders or the Bridge Agent (for the
ratable benefit of the Bridge Lenders) or any of them now or hereafter holds a Lien as security for
any Bridge Lender Claim.



     “Bridge Facility Collateral Documents” shall mean the Bridge Facility Security
Agreement, and any document or instrument executed and delivered pursuant to any Bridge Lender
Document at any time or otherwise pursuant to which a Lien is granted by the Borrower or a
Guarantor to secure the Bridge Lender Claims or under which rights or remedies with respect to any
such Lien are governed, as the same may be amended, renewed, restated, extended, supplemented or
modified from time to time.



     “Bridge Lender Claims” shall mean all Obligations (contingent or otherwise) arising
under or with respect to the Bridge Lender Documents or any of them.



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     “Bridge Lender Documents” shall mean the Bridge Facility Agreement, the Notes (as
defined in the Bridge Facility Agreement), the Bridge Facility Collateral Documents, and any other
related document or instrument executed and delivered pursuant to any Bridge Lender Document at any
time or otherwise evidencing any Bridge Lender Claims, as the same may be amended, renewed,
restated, extended, supplemented or modified from time to time.



     “Bridge Lender Security Agreement” shall mean the Bridge Lender Security Agreement,
dated as of March 3, 2008, among the Borrower, the Guarantors and the Bridge Agent, as the same may
be amended, renewed, extended, supplemented or modified from time to time.



     “Bridge Lenders” shall mean the Persons holding Bridge Lender Claims.



     “Common Collateral” shall mean all of the assets of the Borrower or any of its
Subsidiaries whether real, personal or mixed, constituting both Senior Lender Collateral and Bridge
Facility Collateral.



     “Comparable Bridge Facility Collateral Document” means, in relation to any Common
Collateral subject to any Senior Lender Collateral Document, that Bridge Facility Collateral
Document which creates a security interest in the same Common Collateral, granted by the Borrower
or same Guarantor, as applicable.



     “Discharge of Senior Lender Claims” shall mean, except to the extent otherwise
provided in Section 5.6, payment in full of the principal of, interest and premium, if any, on all
indebtedness outstanding under the Senior Credit Agreement and any other Future First-Lien
Obligation or, with respect to Hedging Obligations or letters of credit outstanding thereunder,
delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the
Senior Credit Agreement or Future Other First-Lien Obligations, as applicable, in each case after
or concurrently with termination of all commitments to extend credit thereunder, and payment in
full of any other Senior Lender Claims that are due and payable at or prior to the time such
principal and interest are paid.



     “Existing Credit Agreement” shall have the meaning set forth in the recitals hereto.



     “Future First-Lien Obligation” shall mean any First Priority Lien Obligation (as
defined in the Indenture) that is designated by the Borrower as a “First Priority Lien Obligation”
for purposes of the Indenture (other than the Senior Credit Agreement referenced in the recitals
hereto), provided that the Required Lenders under any Senior Loan Documents then in effect have
consented to such designation.



     “Future Other First-Lien Obligations” shall mean all Obligations of the Borrower or
any of its Subsidiaries in respect of cash management services or Hedging Obligations that are
designated by the Borrower as “First Priority Lien Obligations” for purposes of the Indenture
(other than any Senior Lender Cash Management Obligations and Senior Lender Hedging Obligations),
provided that the Required Lenders under any Senior Loan Documents then in effect have consented to
such designation.



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     “Guarantor” means ACG Holdings, Inc. and each Subsidiary of the Borrower that is a
guarantor of the Bridge Lender Claims.



     “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under (a) interest rate or currency swap agreements, interest rate or currency cap
agreements, interest rate or currency collar agreements and (b) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates and/or currency exchange
rates.



     “Indebtedness” means, with respect to any specified Person without duplication, any
indebtedness of such Person, whether or not contingent (a) in respect of borrowed money; (b)
evidenced by bonds, notes, debentures or other similar instruments or letters of credit (or
reimbursement agreements in respect thereof); (c) in respect of banker’s acceptances; (d)
representing obligations in connection with Capital Leases; (e) representing the balance deferred
and unpaid of the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable, if and to the extent any of the preceding items (other than
letters of credit) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness
of other Persons secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) to the extent of the fair market value of such
asset where the Indebtedness so secured is not the Indebtedness of such Person and, to the extent
not otherwise included, the guaranty by the specified Person of the Indebtedness of any other
Person. The amount of any Indebtedness outstanding as of any date will be (i) the accreted value
of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (ii)
the principal amount of the Indebtedness, together with any interest on the Indebtedness that is
more than 30 days past due, in the case of any other Indebtedness.



     “Indenture” shall have the meaning set forth in the recitals hereto.



     “Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary
case or proceeding under the Bankruptcy Code with respect to the Borrower or any Guarantor, (b) any
other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding with respect to the
Borrower or any Guarantor or with respect to any of their respective assets, (c) any liquidation,
dissolution, reorganization or winding up of the Borrower or any Guarantor whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the
benefit of creditors or any other marshalling of assets and liabilities of the Borrower or any
Guarantor.



     “Intercreditor Agreement” shall have the meaning set forth in the recitals hereto.



     “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
security interest, deposit arrangement, encumbrance, lien or preference priority or other security
agreement or other preferential arrangement whatsoever, including, without limitation, any right of
setoff, any conditional sale or other title retention agreement, the interest of a lessor under a
lease or any financing lease having substantially the same economic effect as any of the



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foregoing and the filing of any financing statement naming the owner of the asset to which
such Lien relates as debtor.




     “Obligations” shall mean any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness (including any obligation to post cash collateral in respect of letters of credit and
any other obligations), or any obligation for cash management services or Hedging Obligations.



     “Person” shall mean any person, individual, sole proprietorship, partnership, joint
venture, limited liability company, corporation, unincorporated organization, association,
institution, entity or other party, including, without limitation, any government and any political
subdivision, agency or instrumentality thereof.



     “Pledged Collateral” shall mean the “Instruments”, the “Promissory Notes”, and the
“Shares” under, and as defined in, the Bridge Facility Security Agreement, cash and other items
described in the Blocked Account Agreements, the securities and other items described in the
Securities Account Control Agreement and any other property in the possession of the Senior Agent
(or its agents or bailees).



     “Recovery” shall have the meaning set forth in Section 6.5 hereof.



     “Required Lenders” shall mean, with respect to any amendment or modification of the
Senior Credit Agreement, or any termination or waiver of any provision of the Senior Credit
Agreement, or any consent or departure by the Borrower therefrom, those Senior Lenders, the
approval of which is required to approve such amendment or modification, termination or waiver or
consent or departure.



     “Securities Account Control Agreement” means that certain Securities Account Control
Agreement dated as of May 5, 2005 by and among the Borrower, the Senior Agent and Bank of America,
N.A., as account holder, as the same may be amended, renewed, extended, supplemented or modified
from time to time.



     “Senior Agent” shall include, in addition to the Senior Agent referred to in the
recitals hereto, the then acting collateral agent for the Senior Lenders (or if there is more than
one agent, a majority of them) under the Senior Lender Documents and any successor thereto
exercising substantially the same rights and powers, or if there is no acting Senior Agent under
the Senior Credit Agreement, the Required Lenders.



     “Senior Credit Agreement” shall have the meaning set forth in the recitals hereto;
provided that if at any time a Discharge of Senior Lender Claims occurs with respect to the Senior
Credit Agreement referenced in the recitals hereto (without giving effect to Section 5.5), then, to
the extent provided in Section 5.6, the term “Senior Credit Agreement” shall mean the Future
First-Lien Obligation designated by the Borrower in accordance with the terms of such section.



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     “Senior Lender Cash Management Obligations” means all Obligations (as defined in the
Senior Credit Agreement or any Future First-Lien Obligation) of the Borrower or any of its
Subsidiaries in respect of cash management services.



     “Senior Lender Claims” shall mean (a) all Obligations outstanding (x) under the Senior
Credit Agreement or under one or more of the Senior Lender Documents or (y) under any Future
First-Lien Obligations, the Indebtedness under each of which (i) is permitted by the Indenture and
(ii) is designated by the Borrower as “First Priority Lien Obligations” for purposes of the
Indenture, (b) all Senior Lender Hedging Obligations and Senior Lender Cash Management Obligations
and (c) all Future Other First-Lien Obligations. Senior Lender Claims shall include all interest
accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation
Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance
with and at the rate specified in the Senior Credit Agreement or other Future First-Lien Obligation
whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation
Proceeding. To the extent any payment with respect to the Senior Lender Claims (whether by or on
behalf of any Borrower, as proceeds of security, enforcement of any right of setoff or otherwise)
is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a
debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof
originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such
payment had not occurred. Notwithstanding anything to the contrary contained in the first sentence
of this definition, any Obligation under the Senior Lender Documents or any Future First-Lien
Obligation (including, without limitation, any such Obligation in respect of cash management
services or Hedging Obligations) shall constitute a “Senior Lender Claim” if the Senior Agent shall
have received a representation from the Borrower in the Senior Lender Documents evidencing such
Obligation (or a certificate from an authorized officer of the Borrower delivered in connection
with such Senior Lender Documents) that such Obligation constitutes a “First Priority Lien
Obligation”, under and as defined in the Indenture (whether or not such Obligation was at any time
determined not to have been permitted to be incurred under the Indenture or the Bridge Facility
Agreement).



     “Senior Lender Collateral” shall mean all of the assets of ACG Holdings, Inc., the
Borrower or any of the Borrower’s Subsidiaries whether real, personal or mixed, in which the Senior
Lenders or the Senior Agent or any of them now or hereafter holds a Lien as security for any Senior
Lender Claim.



     “Senior Lender Collateral Documents” shall mean the Security Agreement, the Pledge
Agreement, the Mortgages and any Loan Document or other document or instrument pursuant to which a
Lien is granted securing the Senior Lender Claims, as the same may be amended, renewed, restated,
extended, supplemented or modified from time to time.



     “Senior Lender Documents” shall mean the Senior Credit Agreement, the Guaranty, and
each of the other Loan Documents (including, without limitation, each document or instrument
evidencing a Senior Lender Hedging Obligation or Senior Lender Cash Management Obligation), all
documents and instruments evidencing any other obligation under the Senior Credit Agreement or any
Future First-Lien Obligation or any Future Other First-Lien Obligations, and any other related
document or instrument executed or delivered pursuant to any



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Senior Lender Document at any time or otherwise evidencing any Senior Lender Claims, as any
such document or instrument may from time to time be amended, renewed, restated, extended,
supplemented or otherwise modified.




     “Senior Lender Hedging Obligations” means Obligations (as defined in the Senior Credit
Agreement or any Future First-Lien Obligation) constituting Hedging Obligations of the Borrower or
any of its Subsidiaries.



     “Senior Lenders” shall mean the Persons holding Senior Lender Claims, including,
without limitation, the Senior Agent.



     “Seventh Amendment” shall have the meaning set forth in the recitals hereto.



     “Trustee” shall include, in addition to the Trustee referred to in the recitals
hereto, the then acting collateral agent under the Indenture and any successor thereto exercising
substantially the same rights and powers, or if there is no acting collateral agent under the
Indenture, the Noteholders holding a majority in principal amount of Noteholder Claims then
outstanding.



     “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code of the State
of New York, as amended.



     SECTION 2. Lien Priorities.



     2.1 Subordination. Notwithstanding the date, manner or order of grant, attachment or
perfection of any Liens granted to the Bridge Agent or the Bridge Lenders on the Common Collateral
or of any Liens granted to the Senior Agent or the Senior Lenders on the Common Collateral and
notwithstanding any provision of the UCC, or any applicable law or the Bridge Lender Documents or
the Senior Lender Documents or any other circumstance whatsoever, the Bridge Agent, on behalf of
itself and each of the Bridge Lenders, hereby agrees that: (a) any Lien on the Common Collateral
securing the Senior Lender Claims now or hereafter held by the Senior Agent or the Senior Lenders
shall be senior and prior to any Lien on the Common Collateral securing the Bridge Lender Claims;
and (b) any Lien on the Common Collateral now or hereafter held by the Bridge Agent or the Bridge
Lenders, regardless of how acquired, whether by grant, statute, operation of law, subrogation or
otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral
securing the Senior Lender Claims. All Liens on the Common Collateral securing the Senior Lender
Claims shall be and remain senior to all Liens on the Common Collateral securing the Bridge Lender
Claims for all purposes, whether or not such Liens securing the Senior Lender Claims are
subordinated to any Lien securing any other obligation of the Borrower or any Guarantor.



     2.2 Prohibition on Contesting Liens. Each of the Bridge Agent, for itself and on
behalf of each Bridge Lender, and the Senior Agent, for itself and on behalf of each Senior Lender,
agrees that it shall not (and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including, without limitation, any Insolvency or Liquidation
Proceeding), the priority, validity or enforceability of a Lien held by the Senior



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Lenders in the Senior Lender Collateral or by the Bridge Lenders in the Common Collateral, as
the case may be.




     2.3 No New Liens. So long as the Discharge of Senior Lender Claims has not occurred,
(a) the parties hereto agree that, after the date hereof, if the Bridge Agent shall hold any Lien
on any assets of ACG Holdings, Inc. or any of its Subsidiaries securing the Bridge Lender Claims
that are not also subject to the first-priority Lien of the Senior Agent under the Senior Lender
Documents, the Bridge Agent, upon demand by the Senior Agent, will either release such Lien or
assign it to the Senior Agent as security for the Senior Lender Claims, and (b) the Borrower agrees
not to grant any Lien on any of its assets, or permit any Subsidiary of the Borrower to grant a
Lien on any of its assets, in favor of the Bridge Agent or the Bridge Lenders unless it, or such
Subsidiary, has granted a similar Lien on such assets in favor of the Senior Agent or the Senior
Lenders.



     SECTION 3. Enforcement.



     3.1 Exercise of Remedies.



     (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor,
(i) the Bridge Agent and the Bridge Lenders will not exercise or seek to exercise any rights or
remedies (including setoff) with respect to any Common Collateral, institute any action or
proceeding with respect to such rights or remedies, including, without limitation, any action of
foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the
Senior Agent or any Senior Lender, the exercise of any right under any Blocked Account Agreement,
landlord waiver or bailee’s letter or similar agreement or arrangement to which the Bridge Agent or
any Bridge Lender is a party, or any other exercise by any such party, of any rights and remedies
relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the
forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or
any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Senior
Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies
(including, without limitation, setoff and the right to credit bid their debt) and make
determinations regarding release, disposition, or restrictions with respect to the Common
Collateral without any consultation with or the consent of the Bridge Agent or the Bridge Lenders
(and the Bridge Agent and the Bridge Lenders shall be deemed to have consented to any such
enforcement, exercise or determination); provided, however, (A) that in any Insolvency or
Liquidation Proceeding commenced by or against the Borrower or any Guarantor, the Bridge Agent may
file a claim or statement of interest with respect to the Bridge Lender Claims, and (B) the Bridge
Agent may take any action not adverse to the Liens on the Common Collateral securing the Senior
Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising
rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders
may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in
such order and in such manner as they may determine in the exercise of their sole discretion. Such
exercise and enforcement shall include, without limitation, the rights of an agent appointed by
them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in
connection with such sale or



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disposition, and to exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or
similar laws of any applicable jurisdiction.




     (b) The Bridge Agent, on behalf of itself and the Bridge Lenders, agrees that it will not take
or receive any Common Collateral or any proceeds of Common Collateral in connection with the
exercise of any right or remedy (including setoff) with respect to any Common Collateral, unless
and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of
the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as
expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Bridge Agent
and the Bridge Lenders with respect to the Common Collateral is to hold a Lien on the Common
Collateral pursuant to the Bridge Lender Documents for the period and to the extent granted therein
and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Lender
Claims has occurred.



     (c) Subject to the proviso in Section 3.1(a) (ii) above, (a) the Bridge Agent, for itself or
on behalf of the Bridge Lenders, agrees that the Bridge Agent and the Bridge Lenders will not take
any action that would hinder any exercise of remedies undertaken by the Senior Agent under the
Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the
Common Collateral, whether by foreclosure or otherwise, and (b) the Bridge Agent, for itself and on
behalf of the Bridge Lenders, hereby waives any and all rights it or the Bridge Lenders may have as
a junior lien creditor or otherwise to object to the manner in which the Senior Agent or the Senior
Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the
Senior Lender Collateral.



     3.2 Cooperation. Subject to the proviso in Section 3.1(a)(ii) above, the Bridge
Agent, on behalf of itself and the Bridge Lenders, agrees that, unless and until the Discharge of
Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the
Senior Lenders and the Senior Agent upon the request thereof) in commencing any enforcement,
collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it
under any of the Bridge Lender Documents or otherwise.



     SECTION 4. Payments.



     4.1 Application of Proceeds. As long as the Discharge of Senior Lender Claims has not
occurred, the cash proceeds of Common Collateral received in connection with the sale of, or
collection on, such Common Collateral upon the exercise of remedies, shall be applied by the Senior
Agent to the Senior Lender Claims in such order as specified in the Senior Credit Agreement until
Discharge of Senior Lender Claims has occurred. Upon Discharge of the Senior Lender Claims, the
Senior Agent shall deliver any proceeds of Common Collateral held by it, in the same form as
received, with any necessary endorsements, to the Trustee or as a court of competent jurisdiction
may otherwise direct.



     4.2 Payments Over. Any Common Collateral or proceeds thereof received by the Bridge
Agent or any Bridge Lender in connection with the exercise of any right or remedy (including
setoff) relating to the Common Collateral in contravention of this Agreement shall be



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segregated and held in trust and forthwith paid over to the Senior Agent for the benefit of
the Senior Lenders in the same form as received, with any necessary endorsements or as a court of
competent jurisdiction may otherwise direct. The Senior Agent is hereby authorized to make any
such endorsements as agent for the Bridge Agent or any such Bridge Lender. This authorization is
coupled with an interest and is irrevocable.




     SECTION 5. Other Agreements.



     5.1 Releases.



     (a) If in connection with:




     (i) the exercise of the Senior Agent’s rights or remedies in respect of the Common
Collateral provided for in Section 3.1, including any sale, lease, exchange, transfer or
other disposition of such Common Collateral;




     (ii) any sale, lease, exchange, transfer or other disposition of Common Collateral
permitted under the terms of the Senior Credit Agreement (whether or not an event of default
under, and as defined therein, has occurred and is continuing) and permitted or not
prohibited under the Bridge Lender Documents; or




     (iii) any agreement between the Senior Agent and the Borrower to release the Senior
Agent’s Lien on any portion of the Common Collateral or to release any Guarantor from its
obligations under its guaranty of the Senior Lender Claims, which release is not otherwise
prohibited by the terms of the Bridge Lender Documents;



the Senior Agent, for itself or on behalf of any of the Senior Lenders, releases any of its Liens
on any part of the Common Collateral (or any Guarantor from its obligations under its guaranty of
the Senior Lender Claims), the Liens, if any, of the Bridge Agent, for itself or for the benefit of
the Bridge Lenders, on such Common Collateral (and the obligations of such Guarantor under its
guaranty of the Bridge Lender Claims) shall be automatically, unconditionally and simultaneously
released and the Bridge Agent, for itself or on behalf of any such Bridge Lender, promptly shall
execute and deliver to the Senior Agent or the Borrower such termination statements, releases and
other documents as the Senior Agent or the Borrower may request to effectively confirm such release
provided, however, that if an Event of Default (as defined in the Bridge Facility Agreement) exists
as of the date of Discharge of Senior Lender Claims, the Liens, if any, of the Bridge Agent for
itself or for the benefit of the Bridge Lenders on such Common Collateral (and the obligations of
such Guarantor under its guaranty of Bridge Lender Claims) shall not be released until such Event
of Default and all other Events of Default shall have been cured or otherwise waived except to the
extent such Common Collateral was disposed of in order to repay the Senior Lender Claims.




     (b) The Bridge Agent, for itself and on behalf of the Bridge Lenders, hereby irrevocably
constitutes and appoints the Senior Agent and any officer or agent of the Senior Agent, with full
power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of the Bridge Agent or such holder or in the Senior



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Agent’s own name, from time to time in the Senior Agent’s discretion, for the purpose of
carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to accomplish the
purposes of this Section 5.1, including, without limitation, any financing statements, endorsements
or other instruments or transfer or release.




     5.2 Insurance. Unless and until the Discharge of Senior Lender Claims has occurred,
the Senior Agent and the Senior Lenders shall have the sole and exclusive right, subject to the
rights of the Borrower under the Senior Lender Documents, to adjust settlement for any insurance
policy covering the Common Collateral in the event of any loss thereunder and to approve any award
granted in any condemnation or similar proceeding affecting the Common Collateral. Unless and
until the Discharge of Senior Lender Claims has occurred, all proceeds of any such policy and any
such award if in respect to the Common Collateral shall be paid to the Senior Agent for the benefit
of the Senior Lenders to the extent required under the Senior Credit Agreement and thereafter to
the Trustee, or as a court of competent jurisdiction may otherwise direct; provided,
however, that from and after the Termination Date, all such proceeds shall be paid to the
Senior Agent for the benefit of the Senior Lenders until the Discharge of Senior Lender Claims has
occurred and thereafter to the Trustee, or as a court of competent jurisdiction may otherwise
direct. If the Bridge Agent or any Bridge Lender shall, at any time, receive any proceeds of any
such insurance policy or any such award in contravention of this Agreement, it shall pay such
proceeds over to the Senior Agent in accordance with the terms of Section 4.2.



     5.3 Amendments to Bridge Lender Collateral Documents.



     (a) Without the prior written consent of the Senior Agent and the Required Lenders, no Bridge
Collateral Document may be amended, supplemented or otherwise modified or entered into to the
extent such amendment, supplement or modification, or the terms of any new Bridge Collateral
Document, would be inconsistent with any of the terms of the Senior Lender Documents. The Bridge
Agent agrees that each Bridge Lender Collateral Document shall include the following language:




	 	 	 	“Notwithstanding anything herein to the contrary, the lien and security interest granted to
the Bridge Agent pursuant to this Agreement and the exercise of any right or remedy by the
Bridge Agent hereunder are subject to the provisions of the Bridge Facility Intercreditor
Agreement, dated as of March 3, 2008 (the “Bridge Facility Intercreditor Agreement”) among
Bank of America, N.A. as Senior Agent, and Special Situations Investing Group, Inc., as
Bridge Agent, and American Color Graphics, Inc. In the event of any conflict between the
terms of the Bridge Facility Intercreditor Agreement and this Agreement, the terms of the
Bridge Facility Intercreditor Agreement shall govern.”





     (b) In the event the Senior Agent or the Senior Lenders enter into any amendment, waiver or
consent in respect of any of the Senior Lender Collateral Documents for the purpose of adding to,
or deleting from, or waiving or consenting to any departures from any provisions of, any Senior
Lender Collateral Document or changing in any manner the rights of the Senior Agent, the Senior
Lenders, the Borrower or the Guarantors thereunder, then such amendment, waiver or consent shall
apply automatically to any comparable provision of the Comparable



11









 





Bridge Lender Collateral Document without the consent of the Bridge Agent or the Bridge
Lenders and without any action by the Bridge Agent, the Borrower or any Guarantor; provided,
however, (A) that no such amendment, waiver or consent shall have the effect of removing assets
subject to the Lien of the Bridge Lender Collateral Documents, except to the extent that a release
of such Lien is permitted by Section 5.1 hereof and (B) notice of such amendment, waiver or consent
shall have been given to the Bridge Agent.




     5.4 Rights As Unsecured Creditors. Notwithstanding anything to the contrary in this
Agreement, the Bridge Agent and the Bridge Lenders may exercise rights and remedies as an unsecured
creditor against the Borrower and its Subsidiaries in accordance with the terms of the Bridge
Lender Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the
Bridge Agent or any Bridge Lender of the required payments of interest and principal so long as
such receipt is not the direct or indirect result of the exercise by the Bridge Agent or any Bridge
Lender of rights or remedies as a secured creditor or enforcement of any Lien held by any of them
in contravention of this Agreement. In the event the Bridge Agent or any Bridge Lender becomes a
judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights
as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing Senior
Lender Claims on the same basis as the other Liens securing the Bridge Lender Claims are so
subordinated to such Senior Lender Claims under this Agreement. Nothing in this Agreement modifies
any rights or remedies (x) the Senior Agent or the Senior Lenders may have with respect to the
Senior Lender Collateral or (y) except as expressly set forth herein, the Bridge Agent or the
Bridge Lenders may have with respect to the Bridge Lender Collateral.



     5.5 Bailee for Perfection.



     (a) The Senior Agent agrees to hold the Pledged Collateral that is part of the Common
Collateral in its possession or control (or in the possession or control of its agents or bailees)
as bailee for the Bridge Agent and any respective assignee, solely for the purpose of perfecting
the security interest granted in such Pledged Collateral pursuant to the Bridge Lender Security
Agreement, subject to the terms and conditions of this Section 5.5 hereof and subject to the terms
and conditions of Section 5.5 of the Intercreditor Agreement.



     (b) Until the Discharge of Senior Lender Claims has occurred, the Senior Agent shall be
entitled to deal with the Pledged Collateral in accordance with the terms of the Senior Lender
Documents as if no bailee arrangement with the Bridge Agent existed. The rights of the Bridge
Agent shall at all times be subject to the terms of this Agreement and the Senior Agent’s rights
under the Senior Lender Documents.



     (c) The Senior Agent shall have no obligation whatsoever to the Bridge Agent or any Bridge
Lender to assure that the Pledged Collateral is genuine or owned by the Borrower or one of its
Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this
Section 5.5. The duties or responsibilities of the Senior Agent under this Section 5.5 shall be
limited solely to holding the Pledged Collateral as bailee for the Bridge Agent for purposes of
perfecting the Lien held by the Bridge Agent, subject to the rights and interests of the Trustee
under the Intercreditor Agreement.



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     (d) Except as required by law, the Senior Agent shall not have by reason of the Bridge Lender
Security Agreement or this Agreement or any other document a fiduciary relationship in respect of
the Bridge Agent or any Bridge Lender.



     (e) Upon the Discharge of Senior Lender Claims, the Senior Agent shall deliver the Pledged
Collateral, together with any necessary endorsements, to the Trustee (or otherwise allow the
Trustee to obtain control of such Pledged Collateral) or as a court of competent jurisdiction may
otherwise direct.



     5.6 When Discharge of Senior Lender Claims Deemed to Not Have Occurred. If at any
time after the Discharge of Senior Lender Claims has occurred the Borrower designates any Future
First-Lien Obligation to be the “Senior Lender Documents” hereunder, then such Discharge of Senior
Lender Claims shall automatically be deemed not to have occurred for all purposes of this Agreement
(other than with respect to any actions taken prior to the date of such designation as a result of
the occurrence of such first Discharge of Senior Lender Claims), and such Future First-Lien
Obligation shall automatically be treated as the Senior Lender Documents for all purposes of this
Agreement, including without limitation for purposes of the Lien priorities and rights in respect
of Collateral set forth herein. Upon receipt of notice of such designation (including the identity
of the new Senior Agent), the Bridge Agent shall promptly deliver to the Senior Agent any Pledged
Collateral in its possession, together with any necessary endorsements (or otherwise allow such
Senior Agent to obtain control of such Pledged Collateral).



     5.7 Suspension of Effectiveness of Certain Provisions of Bridge Facility Agreement.



     (a) Prior to the Discharge of Senior Lender Claims, the Bridge Agent, for itself and on behalf
of the Bridge Lenders, agrees that the provisions of Section 2.04 of the Bridge Facility Agreement,
the representations and warranties contained in Article VI of the Bridge Facility Agreement, the
affirmative and negative covenants set forth in Articles VII and VIII of the Bridge Facility
Agreement, respectively, and any similar or related covenants, representations or warranties
contained in any other Bridge Lender Document (collectively, the “Applicable Provisions”),
shall be suspended and have no force and effect.



     (b) For the avoidance of doubt and without limiting the generality of the foregoing, prior to
the Discharge of Senior Lender Claims, the Bridge Agent, for itself and on behalf of the Bridge
Lenders, agrees that the Bridge Agent and the Bridge Lenders shall not declare a Default or Event
of Default (within the meaning of the Bridge Facility Agreement), impose a default rate of
interest, refuse to make loans under Section 5.02 of the Bridge Facility Agreement, or exercise any
rights or remedies under Section 9.02 of the Bridge Facility Agreement or any other Bridge Lender
Documents as a result of (i) the Borrower’s or the Guarantor’s failure to comply with the
Applicable Provisions, or (ii) Sections 9.01(f) (Inability to Pay Debts), 9.01(g) (Judgments),
9.01(h) (ERISA), 9.01(i) (Invalidity of Loan Documents), 9.01(j) (Change of Control), or 9.01(k)
(Default under Permitted Receivables Financing) of the Bridge Facility Agreement. Notwithstanding
the foregoing, the Bridge Lenders shall have the right to refuse to make



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Incremental Advances (as defined in the Bridge Facility Agreement) as a result of a failure of
any condition set forth in Section 5.02(c), (d), (e), (f), or (g) of the Bridge Facility Agreement.




     (c) Prior to the Discharge of the Senior Lender Claims, the Bridge Facility Agreement shall
not be amended to create or impose any affirmative or negative covenants, representations or
warranties, defaults or events of default, or other obligations on the Borrower or the Guarantor
which would be or become effective prior to the Discharge of the Senior Lender Claims.



     (d) Upon the Discharge of Senior Lender Claims, all of the Applicable Provisions, and all
Defaults and Events of Default that occurred prior to and are continuing at the Discharge of Senior
Lender Claims, shall, without notice to the Borrower or any other Person, immediately be fully
reinstated and become effective for all purposes under the Bridge Facility Agreement and the other
Bridge Lender Documents .



     SECTION 6. Insolvency or Liquidation Proceedings.



     6.1 Financing Issues. If any Borrower or Guarantor shall be subject to any Insolvency
or Liquidation Proceeding and the Senior Agent shall desire to permit the use of cash collateral or
to permit the Borrower to obtain financing under section 363 or section 364 of the Bankruptcy Code
(“DIP Financing”), then the Bridge Agent, on behalf of itself and the Bridge Lenders, agrees that
it will raise no objection to such use or DIP Financing and will not request adequate protection or
any other relief in connection therewith (except to the extent permitted by Section 6.3) and, to
the extent the Liens securing the Senior Lender Claims are subordinated or pari passu with such DIP
Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all
Obligations relating thereto) on the same basis as the other Liens securing the Bridge Lenders
Claims are so subordinated to Senior Lender Claims under this Agreement.



     6.2 Relief from the Automatic Stay. Until the Discharge of Senior Lender Claims has
occurred, the Bridge Agent, on behalf of itself and the Bridge Lenders, agrees that none of them
shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding in respect of the Common Collateral, without the prior written consent of the Senior
Agent and the Required Lenders.



     6.3 Adequate Protection. The Bridge Agent, on behalf of itself and the Bridge
Lenders, agrees that none of them shall contest (or support any other Person contesting) (a) any
request by the Senior Agent or the Senior Lenders for adequate protection or (b) any objection by
the Senior Agent or the Senior Lenders to any motion, relief, action or proceeding based on the
Senior Agent or the Senior Lenders claiming a lack of adequate protection. Notwithstanding the
foregoing contained in this Section 6.3, in any Insolvency or Liquidation Proceeding, (i) if the
Senior Lenders (or any subset thereof) are granted adequate protection in the form of additional
collateral in connection with any DIP Financing or use of its cash collateral under section 363 or
section 364 of the Bankruptcy Code, then the Bridge Agent on behalf of itself or any of the Bridge
Lenders, may seek or request adequate protection in the form of a replacement Lien on such
additional collateral, which Lien is subordinated to the Liens securing the Senior Lender Claims
and such DIP Financing (and all Obligations relating thereto) on the same basis as the



14









 





other Liens securing the Bridge Lender Claims are so subordinated to the Senior Lender Claims
under this Agreement, and (ii) in the event the Bridge Agent, on behalf of itself and the Bridge
Lenders, seeks or requests adequate protection and such adequate protection is granted in the form
of additional collateral, then the Bridge Agent, on behalf of itself or any of the Bridge Lenders,
agrees that the Senior Agent shall also be granted a senior Lien on such additional collateral as
security for the Senior Lender Claims and any such DIP Financing and that any Lien on such
additional collateral securing the Bridge Lender Claims shall be subordinated to the Liens on such
collateral securing the Senior Lender Claims and any such DIP Financing (and all Obligations
relating thereto) and any other Liens granted to the Senior Lenders as adequate protection on the
same basis as the other Liens securing the Bridge Lender Claims are so subordinated to such Senior
Lender Claims under this Agreement.




     6.4 No Waiver. Nothing contained herein shall prohibit or in any way limit the Senior
Agent or any Senior Lender from objecting in any Insolvency or Liquidation Proceeding or otherwise
to any action taken by the Bridge Agent or any of the Bridge Lenders, including, without
limitation, the seeking by the Bridge Agent or any Bridge Lender of adequate protection or the
asserting by the Bridge Agent or any Bridge Lender of any of its rights and remedies under the
Bridge Lender Documents or otherwise.



     6.5 Preference Issues. If any Senior Lender is required in any Insolvency or
Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower or
any Guarantor any amount (a “Recovery”), then the Senior Lender Claims shall be reinstated to the
extent of such Recovery and the Senior Lenders shall be entitled to a Discharge of Senior Lender
Claims with respect to all such recovered amounts. If this Agreement shall have been terminated
prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement.



     SECTION 7. Reliance; Waivers; etc.



     7.1 Reliance. (a) The consent by the Senior Lenders to the execution and delivery of
the Bridge Lender Documents and the grant to the Bridge Agent on behalf of the Bridge Lenders of a
Lien on the Common Collateral and all loans and other extensions of credit made or deemed made on
and after the date hereof by the Senior Lenders to the Borrower shall be deemed to have been given
and made in reliance upon this Agreement. The Bridge Agent, on behalf of itself and the Bridge
Lenders, acknowledges that it and the Bridge Lenders have, independently and without reliance on
the Senior Agent or any Senior Lender, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the Bridge Facility
Agreement, this Agreement and the transactions contemplated hereby and thereby and they will
continue to make their own credit decision in taking or not taking any action under the Bridge
Facility Agreement or this Agreement.



     (b) The Senior Agent, on behalf of itself and Lenders, acknowledges that it and the Lenders
have, independently and without reliance on the Bridge Agent or any Bridge Lender, and based on
documents and information deemed by them appropriate, made their own credit analysis and decision
to enter into the Senior Loan Documents, this Agreement and the



15









 





transactions contemplated hereby and thereby and they will continue to make their own credit
decision in taking or not taking any action under the Senior Loan Documents or this Agreement.




     7.2 No Warranties or Liability. (a) The Bridge Agent, on behalf of itself and Bridge
Lenders, acknowledges and agrees that each of the Senior Agent and the Senior Lenders have made no
express or implied representation or warranty, including, without limitation, with respect to the
execution, validity, legality, completeness, collectibility or enforceability of any of the Senior
Lender Documents. The Senior Lenders will be entitled to manage and supervise their respective
loans and extensions of credit to the Borrower in accordance with law and as they may otherwise, in
their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and
extensions of credit without regard to any rights or interests that the Bridge Agent or any Bridge
Lenders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement.
Neither the Senior Agent nor any Senior Lender shall have any duty to the Bridge Agent or any of
the Bridge Lenders to act or refrain from acting in a manner which allows, or results in, the
occurrence or continuance of an event of default or default under any agreements with the Borrower
(including, without limitation, the Bridge Lender Documents), regardless of any knowledge thereof
which they may have or be charged with.



     (b) The Senior Agent, on behalf of itself and Lenders, acknowledges and agrees that each of
the Bridge Agent and the Bridge Lenders have made no express or implied representation or warranty,
including, without limitation, with respect to the execution, validity, legality, completeness,
collectibility or enforceability of any of the Bridge Lender Documents.



     7.3 No Waiver of Lien Priorities.



     (a) No right of the Senior Lenders, the Senior Agent or any of them to enforce any provision
of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Borrower or the Guarantors or by any act or failure to act by any Senior
Lender or the Senior Agent, or by any noncompliance by any Person with the terms, provisions and
covenants of this Agreement, any of the Senior Lender Documents or any of the Bridge Lender
Documents, regardless of any knowledge thereof which the Senior Agent or the Senior Lenders, or any
of them, may have or be otherwise charged with;



     (b) Without in any way limiting the generality of the foregoing paragraph (but subject to the
rights of the Borrower and the Guarantors under the Senior Lender Documents), the Senior Lenders,
the Senior Agent and any of them, may, at any time and from time to time, without the consent of,
or notice to, the Bridge Agent or any Bridge Lender, without incurring any liabilities to the
Bridge Agent or any Bridge Lender, and without impairing or releasing the lien priorities and other
benefits provided in this Agreement (even if any right of subrogation or other right or remedy of
the Bridge Agent or any Bridge Lender is affected, impaired or extinguished thereby) do any one or
more of the following:




     (i) change the manner, place or terms of payment or change or extend the time of
payment of, or renew, exchange, amend, increase or alter, the terms of any of the Senior
Lender Claims or any Lien in any Senior Lender Collateral or guaranty thereof or



16









 






any liability of the Borrower or any Guarantor, or any liability incurred directly or
indirectly in respect thereof (including, without limitation, any increase in or extension
of the Senior Lender Claims, without any restriction as to the amount, tenor or terms of any
such increase or extension) or otherwise amend, renew, exchange, extend, modify or
supplement in any manner any Liens held by the Senior Lenders, the Senior Lender Claims or
any of the Senior Lender Documents;




     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with
in any manner and in any order any part of the Senior Lender Collateral or any liability of
the Borrower or any Guarantor to the Senior Lenders or the Senior Agent, or any liability
incurred directly or indirectly in respect thereof;




     (iii) settle or compromise any Senior Lender Claim or any other liability of the
Borrower or any Guarantor or any security therefor or any liability incurred directly or
indirectly in respect thereof and apply any sums by whomsoever paid and however realized to
any liability (including, without limitation, the Senior Lender Claims) in any manner or
order; and




     (iv) exercise or delay in or refrain from exercising any right or remedy against the
Borrower or any security or any Guarantor or any other Person, elect any remedy and
otherwise deal freely with the Borrower and the Senior Lender Collateral and any security
and any guarantor or any liability of the Borrower or any Guarantor to the Senior Lenders or
any liability incurred directly or indirectly in respect thereof;



     (c) The Bridge Agent, on behalf of itself and the Bridge Lenders, also agrees that the Senior
Lenders and the Senior Agent shall have no liability to the Bridge Agent or any Bridge Lender, and
the Bridge Agent, on behalf of itself and the Bridge Lenders, hereby waives any claim against any
Senior Lender or the Senior Agent, arising out of any and all actions which the Senior Lenders or
the Senior Agent may take or permit or omit to take with respect to: (i) the Senior Lender
Documents, (ii) the collection of the Senior Lender Claims or (iii) the foreclosure upon, or sale,
liquidation or other disposition of, the Senior Lender Collateral. The Bridge Agent, on behalf of
itself and the Bridge Lenders, agrees that the Senior Lenders and the Senior Agent have no duty to
them in respect of the maintenance or preservation of the Senior Lender Collateral, the Senior
Lender Claims or otherwise; and



     (d) The Bridge Agent, on behalf of itself and the Bridge Lenders, agrees not to assert and
hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or
otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other
similar right that may otherwise be available under applicable law or any other similar rights a
junior secured creditor may have under applicable law.



     7.4 Obligations Unconditional. All rights, interests, agreements and obligations of
the Senior Agent and the Senior Lenders and the Bridge Agent and the Bridge Lenders, respectively,
hereunder shall remain in full force and effect irrespective of:



17









 





     (a) any lack of validity or enforceability of the Senior Lender Documents or any Bridge Lender
Documents;



     (b) any change in the time, manner or place of payment of, or in any other terms of, all or
any of the Senior Lender Claims or Bridge Lender Claims, or any amendment or waiver or other
modification, including, without limitation, any increase in the amount thereof, whether by course
of conduct or otherwise, of the terms of the Senior Credit Agreement or any other Senior Lender
Document or of the terms of the Indenture or any other Noteholder Document or of the terms of the
Bridge Facility Agreement or any other Bridge Lender Document;



     (c) any exchange of any security interest in any Common Collateral or any other collateral, or
any amendment, waiver or other modification, whether in writing or by course of conduct or
otherwise, of all or any of the Senior Lender Claims or Bridge Lender Claims or any guarantee
thereof;



     (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or
any Guarantor; or



     (e) any other circumstances which otherwise might constitute a defense available to, or a
discharge of, any Borrower or Guarantor in respect of the Senior Lender Claims, or of the Bridge
Agent or any Bridge Lender in respect of this Agreement.



     SECTION 8. Miscellaneous.



     8.1 Conflicts. In the event of any conflict between the provisions of this Agreement
and the provisions of the Senior Lender Documents or the Bridge Lender Documents, the provisions of
this Agreement shall govern.



     8.2 Continuing Nature of this Agreement. This Agreement shall continue to be
effective until the Discharge of Senior Lender Claims shall have occurred. This is a continuing
agreement of lien subordination and the Senior Lenders may continue, at any time and without notice
to the Bridge Agent or any Bridge Lender, to extend credit and other financial accommodations and
lend monies to or for the benefit of the Borrower constituting Senior Lender Claims on the faith
hereof. The Bridge Agent, on behalf of itself and the Bridge Lenders, hereby waives any right it
may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.
The terms of this Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding.



     8.3 Amendments; Waivers. No amendment, modification or waiver of any of the
provisions of this Agreement by the Bridge Agent or the Senior Agent shall be deemed to be made
unless the same shall be in writing signed on behalf of the party making the same or its authorized
agent and each waiver, if any, shall be a waiver only with respect to the specific instance
involved and shall in no way impair the rights of the parties making such waiver or the obligations
of the other parties to such party in any other respect or at any other time. The Borrower and
Guarantors shall not have any right to amend, modify or waive any provision of this Agreement
without the consent of the Bridge Agent or the Senior Agent, as applicable, nor



18









 





shall any consent or signed writing be required of any of them to effect any amendment,
modification or waiver of any provision of this Agreement, except that no amendment, modification
or waiver affecting any obligation or right of the Borrower or any Guarantor hereunder shall be
made without the consent of the Borrower.




     8.4 Information Concerning Financial Condition of the Borrower and its Subsidiaries.
The Senior Agent and the Senior Lenders, on the one hand, and the Bridge Agent and the Bridge
Lenders, on the other hand, shall each be responsible for keeping themselves informed of (a) the
financial condition of the Borrower and its Subsidiaries and all endorsers and/or guarantors of the
Bridge Lender Claims or the Senior Lender Claims and (b) all other circumstances bearing upon the
risk of nonpayment of the Bridge Lender Claims or the Senior Lender Claims. The Senior Agent and
the Senior Lenders shall have no duty to advise the Bridge Agent or any Bridge Lender of
information known to it or them regarding such condition or any such circumstances or otherwise.
In the event the Senior Agent or any of the Senior Lenders, in its or their sole discretion,
undertakes at any time or from time to time to provide any such information to the Bridge Agent or
the Bridge Lenders, it or they shall be under no obligation (x) to provide any additional
information or to provide any such information on any subsequent occasion, (y) to undertake any
investigation or (z) to disclose any information which, pursuant to accepted or reasonable
commercial finance practices, such party wishes to maintain confidential.



     8.5 Subrogation. The Bridge Agent, on behalf of itself and the Bridge Lender, hereby
waives any rights of subrogation it may acquire as a result of any payment hereunder until the
Discharge of Senior Lender Claims has occurred.



     8.6 Application of Payments. All payments received by the Senior Lenders may be
applied, reversed and reapplied, in whole or in part, to such part of the Senior Lender Claims as
the Senior Lenders, in their sole discretion, deem appropriate.



     8.7 Consent to Jurisdiction; Waivers. The parties hereto consent to the jurisdiction
of any state or federal court located in New York, New York, and consent that all service of
process may be made by registered mail directed to such party as provided in Section 8.8 below for
such party. Service so made shall be deemed to be completed three (3) days after the same shall be
posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder
based on forum non conveniens, and any objection to the venue of any action instituted hereunder.
Each of the parties hereto waives any right it may have to trial by jury in respect of any
litigation based on, or arising out of, under or in connection with this Agreement or any other
Loan Document, or any course of conduct, course of dealing, verbal or written statement or action
of any party hereto.



     8.8 Notices. All notices to the Noteholders and the Senior Lenders permitted or
required under this Agreement may be sent to the Bridge Agent and the Senior Agent, respectively.
Unless otherwise specifically provided herein, any notice or other communication herein required or
permitted to be given shall be in writing and may be personally served, telecopied, electronically
mailed (other than notices to the Bridge Agent) or sent by courier service or U.S. mail and shall
be deemed to have been given when delivered in person or by courier service, upon receipt of a
telecopy or electronic mail or four Business Days after deposit



19









 





in the U.S. mail (registered or certified, with postage prepaid and properly addressed). For
the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s
name on the signature pages hereto, or, as to each party, at such other address as may be
designated by such party in a written notice to all of the other parties.




     8.9 Further Assurances. The Bridge Agent, on behalf of itself and the Bridge Lenders,
agrees that it shall take such further action and shall execute and deliver to the Senior Agent and
the Senior Lenders such additional documents and instruments (in recordable form, if requested) as
the Senior Agent or the Senior Lenders may reasonably request to effectuate the terms of and the
lien priorities contemplated by this Agreement.



     8.10 Governing Law. This Agreement has been delivered and accepted at and shall be
deemed to have been made at New York, New York and shall be interpreted, and the rights and
liabilities of the parties bound hereby determined, in accordance with the laws of the State of New
York.



     8.11 Binding on Successors and Assigns. This Agreement shall be binding upon the
Senior Agent, the Senior Lenders, the Bridge Agent, the Bridge Lenders, and their respective
permitted successors and assigns.



     8.12 Specific Performance. The Senior Agent may demand specific performance of this
Agreement. The Bridge Agent, on behalf of itself and the Bridge Lenders hereby irrevocably waives
any defense based on the adequacy of a remedy at law and any other defense which might be asserted
to bar the remedy of specific performance in any action which may be brought by the Senior Agent.



     8.13 Section Titles; Time Periods. The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and are not a part of
this Agreement. In the computation of time periods, unless otherwise specified, the word “from”
means “from and including” and each of the words “to” and “until” means “to but excluding” and the
word “through” means “to and including”.



     8.14 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which shall together constitute one and the same document.



     8.15 Authorization. By its signature, each Person executing this Agreement on behalf
of a party hereto represents and warrants to the other parties hereto that it is duly authorized to
execute this Agreement.



     8.16 No Third Party Beneficiaries. This Agreement and the rights and benefits hereof
shall inure to the benefit of the Senior Agent and the Senior Lenders and their respective
successors and assigns and, to the extent applicable, the Borrower, the Guarantors, the Bridge
Agent, the Bridge Lenders, the Trustee and the Noteholders and their respective permitted
successors and assigns. No other Person, shall have or be entitled to assert rights or benefits



20









 





hereunder. Notwithstanding anything to the contrary in this Agreement, the Borrower shall
cause the Guarantors to comply with the terms of this Agreement.




     8.17 Effectiveness. This Agreement shall become effective when executed and delivered
by the parties hereto. This Agreement shall be effective both before and after the commencement of
any Insolvency or Liquidation Proceeding. All references to the Borrower or Guarantors shall
include any Borrower or Guarantor as debtor and debtor-in-possession and any receiver or trustee
for the Borrower or any Guarantor (as the case may be) in any Insolvency or Liquidation Proceeding.



     8.18 Bridge Agent. The Bridge Agent shall not be deemed to owe any fiduciary duty to
the Senior Agent or the Senior Lenders. With respect to the Senior Lenders and the Senior Agent,
the Bridge Agent undertakes to perform or to observe only those covenants and obligations
specifically set forth in this Agreement and no implied covenants or obligations shall be read into
this Agreement against the Bridge Agent. The Bridge Agent hereby disclaims any representation or
warranty to the Senior Agent or Senior Lenders concerning the perfection of the liens and security
interests granted hereunder or in the value of any of the Collateral. The Senior Agent agrees that
it will give the Bridge Agent prompt notice of the occurrence of the Discharge of the Senior Lender
Claims, provided, however, the failure to give such notice will not impair any rights of the Senior
Agent hereunder or the duties and obligations of the Bridge Agent hereunder. Notwithstanding the
provisions of Section 8.8, any notice to the Bridge Agent will be effective only upon receipt.



21









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	Senior Agent:





BANK OF AMERICA, N.A., as Senior Agent

 	 
	 	By:  	 	 
	 	Name: 	 	 	 
	 	Title: 	 	  	 



	 	 	 	 	 
	 	 

 

	 
	 	Address: 	 	 
	 	 	 	 	 
	 	 	 	  	 



	 	 	 	 	 
	 	






	 	Bridge Agent:



SPECIAL SITUATIONS INVESTING GROUP, INC., 

as Bridge Agent

 	 
	 	By:  	 	 
	 	Name: 	 	 	 
	 	Title: 	 	  	 





	 	 	 	 	 
	 	 

 

	 
	 	Address: 	 	 
	 	 	 	 	 
	 	 	 	  	 
	 



	 	 	 	 	 
	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	Name: 	Patrick
W. Kellick 	 	 
	 	Title: 	Executive Vice President 	 	 
	 
	 


Address:




100 Winner’s Circle

Brentwood, TN 37027

Attention: Patrick W. Kellick

Telecopy no.: (625) 377-0348

email address: pat.kellick@amcg.com





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