Exhibit 10.2


FIRST AMENDMENT


THIS FIRST AMENDMENT
(this “Amendment”), is dated September 5, 2006, and relates to that
certain Receivables Funding and Administration Agreement, dated as of November
25, 2005 (as amended, restated, supplemented or otherwise modified from time to
time, the “Funding Agreement”), among Vertis Receivables II, LLC, a
Delaware limited liability company (“Borrower”), the financial
institutions from time to time party thereto (each a “Lender” and
collectively, the “Lenders”), General Electric Capital Corporation, a
Delaware corporation, as administrative agent for the Lenders (the “Administrative
Agent”), and is hereby made by Borrower, the Administrative Agent, and the
Lenders. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Funding Agreement.


W I T N E S S E T H:


WHEREAS, Borrower has
advised the Lenders and the Administrative Agent that Webcraft, LLC, a Delaware
limited liability company (“Webcraft”) has agreed to sell certain assets
used in the development, marketing, sale and production of multi-sensory
sampling devices and renditions, including, without limitation, fragrance,
cosmetics and toiletries-related sampling, labels, scent strips and single use
packaging for fragrances, cosmetics and toiletries (which business is
hereinafter referred to as the “Fragrance Business”) pursuant to that
certain Asset Purchase Agreement (the “FB Purchase Agreement”) among
Vertis, Inc., a Delaware corporation (“Vertis”) and Webcraft as “Seller”
thereunder and Spice Acquisition Corp., a Delaware corporation (the “FB
Purchaser”), dated September 5, 2006 (the transactions relating thereto,
the “Sale Transaction”);


WHEREAS, prior to the
date hereof, and continuing until the “Closing Date” (as defined in the FB
Purchase Agreement), Webcraft has sold and will continue to sell Receivables
arising out of the Fragrance Business to Borrower (the “FB Receivables”)
and after the Closing Date will continue to sell Receivables (other than those
arising out of the Fragrance Business) as provided in the Related Documents;


WHEREAS, the parties
hereto have agreed as follows:


(a)           contemporaneously with the
effectiveness of the Sale Transaction, all Transferred Receivables constituting
FB Receivables shall no longer constitute “Eligible Receivables”;


(b)           as a result of the foregoing, a
Funding Excess shall exist and Borrower shall be required to pay the amount of
such Funding Excess in cash to Administrative Agent pursuant to Section 2.08(b)
and 2.08(d);


(c)           if such Funding Excess is not paid as
and when required pursuant to Section 2.08(b) and 2.08(d), then Administrative
Agent has the authority pursuant to Section 9.01(b) to direct the sale of the
FB Receivables; and


(d)           in order to effectuate the provisions
of the Funding Agreement and Related Documents and the orderly disposition of
Transferred Receivables as required to repay the Loans, notwithstanding any
timing differentials between the occurrence of the 









 



foregoing pursuant to the Funding Agreement,
the Administrative Agent and the Lenders shall on the Effective Date (as
defined in Section 3 below), direct the sale of the FB Receivables to
the FB Purchaser by the Borrower, and the Borrower will effectuate such sale by
the execution and delivery of a quit-claim assignment agreement with the FB
Purchaser in form and substance satisfactory to Administrative Agent (a copy of
which is attached hereto as Exhibit A, the “FB Quitclaim”, such
quit-claim transaction, the “Quitclaim Transaction”);


WHEREAS, subject to the terms
and conditions set forth herein, in connection with the consummation of the
Sale Transaction and the Quitclaim Transaction, the Administrative Agent  and Lenders have agreed to consent to the
Quitclaim Transaction;


WHEREAS, the
Administrative Agent, the Lenders, and Borrower are willing to amend the
Funding Agreement to reflect the foregoing and grant the requested consent on
the terms and conditions set forth herein;


NOW, THEREFORE, in
consideration of the foregoing premises, the parties hereto agree as follows:


1.             Consent and Amendments as of Effective Date.  As of the “Effective Date” (as defined in Section
3 below):


(a)           All Transferred Receivables
constituting FB Receivables shall no longer be deemed “Eligible Receivables”.


(b)           The Administrative Agent and the
Lenders hereby direct, and consent to, the Quitclaim Transaction, and Borrower
shall enter into the Quitclaim Transaction and use the proceeds thereof to pay
on the Effective Date any Funding Excess resulting from the amendment described
in clause (a) above.


(c)           Any collections received in a
Lockbox, Collection Account or Concentration Account with respect to FB
Receivables on and after the Effective Date shall be deemed “Unrelated Amounts”.
Borrower shall identify to Administrative Agent such Unrelated Amounts within
one Business Day of deposit therein, and Administrative Agent agrees that upon
such notice Administrative Agent shall (i) until the 90th day after the Effective Date, remit such
amounts to the FB Purchaser as directed by Servicer and (ii) after the 90th day after the Effective Date, address such
Unrelated Amounts as otherwise provided in the Related Documents.


(d)           No later than 5:00 p.m. (New York
time) on each Tuesday, Borrower shall deliver a report identifying any
collections received by Borrower, Webcraft, any other Originator or Servicer
from FB Receivables during the previous calendar week (including a total of
such amounts identified pursuant to clause (c) above), prepared as of
the last day of such week.


(e)           On each Settlement Date until the 90th day after the Closing Date, Borrower shall
provide (or cause Servicer to so provide) a written report to 









 



Administrative Agent certifying that no
collections from FB Receivables have been remitted to the Agent Account about
which Administrative Agent has not been advised.


(f)            Borrower agrees that it will, on or
before the close of business on the fifth Business Day after the “Closing Date”
(as defined in the FB Purchase Agreement), cause Servicer to send written
notice to each Obligor of FB Receivables to remit payment to a deposit account
other than a Collection Account or Concentration Account (and a lockbox other
than a Lockbox) and a Person other than Borrower, Servicer and Webcraft. Should
notwithstanding such instructions any collections from FB Receivables be
remitted to Servicer, Webcraft, Borrower, any Originator, any Collection
Account, Concentration Account or Lockbox, Borrower shall exercise commercially
reasonable efforts to cause FB Purchaser to renotify such Obligors regarding
the proper direction of payments. The parties hereto agree that a failure to
send such notices by the date set forth in the first sentence of this clause
(f) shall not be subject to any grace period set forth in Section 8.01 of
the Funding Agreement.


(g)           The Administrative Agent, on behalf
of the Lenders, hereby releases all security interests with respect to all of
the Administrative Agent’s right, title and interest in and to the FB
Receivables.


2.             Representations and Warranties. As of the
Effective Date, Borrower hereby represents and warrants to Administrative Agent
and the Lenders that (i) all of the representations and warranties of such
Person in the Related Documents are true and correct in all material respects
on and as of such date as though made to each such Person on and as of such
date (other than representations and warranties which expressly speak as of a
different date, which representations shall be made only on such date), (ii)
each of the recitals accurately describes the transactions described therein in
all respects, and (iii) as of such date, no Incipient Termination Event,
Termination Event, Incipient Servicer Termination Event or Event of Servicer
Termination Event has occurred and is continuing (it being agreed and
understood by all parties that the Sale Transaction, Quitclaim Transaction and
any Funding Excess created thereby but remedied in accordance with Section
3(c) below do not constitute any of the foregoing types of events).


3.             Effective Date. 
The “Effective Date” shall occur upon the satisfaction of the
following conditions precedent:


(a)           The Administrative Agent shall have
received counterparts hereof executed by each Person for which a signature
block is attached hereto.


(b)           Each of the representations and
warranties contained in this Amendment which speaks as of the Effective Date
shall be true and correct in all respects on and as of the Effective Date.


(c)           Borrower shall have delivered to the
Administrative Agent on or prior to the Effective Date a Daily Report giving pro forma effect to the foregoing
amendment and consent, and from the amount received from the proceeds of the
Quitclaim Transaction, Borrower shall have paid to the Administrative Agent, in










 



immediately available funds, an amount equal
to the amount, if any, of Funding Excess created by the foregoing amendment and
consent.


(d)           The Administrative Agent shall have
received an execution copy of the FB Purchase Agreement and the FB Quitclaim
executed and delivered by all parties thereto in form and substance reasonably
satisfactory to Administrative Agent.


(e)           The “Closing Date” pursuant to the FB
Purchase Agreement shall have occurred, and the Sale Transaction and the
Quitclaim Transaction shall have been consummated.


4.             Reference to and Effect on the Related Documents.


(a)           As applicable, on and after the
Effective Date, each reference in the Funding Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import, and each reference in the other Related
Documents to the Funding Agreement, shall mean and be a reference to the
Funding Agreement as modified hereby.


(b)           Except as specifically amended or
consented to above, all of the terms of the Funding Agreement and all other
Related Documents remain unchanged and in full force and effect.


(c)           The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of any Lender or of Administrative Agent under any of the
Related Documents, nor constitute an amendment, other than as set forth herein,
or waiver of any provision of any of the Related Documents, nor obligate any
Lender or Administrative Agent to agree to similar consents in the future.


(d)           This Amendment shall constitute a
Related Document.


5.             Costs and Expenses.  Borrower agrees to pay upon demand in
accordance with the terms of Section 12.04 of the Funding Agreement all
reasonable costs and expenses of the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees, expenses and disbursements
of Sidley Austin LLP, counsel for the Administrative Agent with respect to any
of the foregoing.


6.             Miscellaneous. 
The headings herein are for convenience of reference only and shall not
alter or otherwise affect the meaning hereof.


7.             Counterparts. 
This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered by facsimile shall be an original, but all of which
shall together constitute one and the same instrument.


8.             GOVERNING LAW. 
THIS AMENDMENT
AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE 









 



GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO THE EXTENT
THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE
ADMINISTRATIVE AGENT IN THE RECEIVABLES OR REMEDIES HEREUNDER OR THEREUNDER, IN
RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.




	
  *

  	
  *

  	
  *

  






 









 



IN WITNESS WHEREOF,
Borrower, the Administrative Agent, and the Lenders, have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
date first above written.


	
   

  	
  VERTIS RECEIVABLES II, LLC

  
	
   

  	
  as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 









 



 


	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Timmerman

  
	
   

  	
   

  	
  Name: Susan
  Timmerman

  
	
   

  	
   

  	
  Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Commitment:
  $130,000,000

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  as the Lender
  and Swing Line Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Timmerman

  
	
   

  	
   

  	
  Name: Susan
  Timmerman

  
	
   

  	
   

  	
  Duly Authorized
  Signatory

  



 









 



 


	
  ACKNOWLEDGED & AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VERTIS, INC.

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John V. Howard, Jr.

  
	
   

  	
   

  	
  Name:

  	
  John V. Howard, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 









 



 


Exhibit A


Quitclaim
Agreement


SEE
ATTACHED