Exhibit
10.1


LIMITED CONSENT AND
AMENDMENT NO. 5 TO CREDIT AGREEMENT


This Limited Consent and
Amendment No. 5 to Credit
Agreement, dated as of September 5, 2006
(this “Consent and Amendment”), is entered into by and among Vertis, Inc. (“Borrower”),
as Borrower, the other Credit Parties signatory hereto, General Electric
Capital Corporation, as a Lender and as Agent for Lenders (“Agent”), and the
other Lenders.


RECITALS


A. Borrower, the other
Credit Parties, Agent and Lenders are parties to that certain Credit Agreement,
dated as of December 22, 2004, including all annexes, exhibits and schedules
thereto (as amended by: (i) that certain Limited Consent and Amendment No. 1 to
Credit Agreement, dated as of October 3,2005; (ii) that certain Amendment No. 2
to Credit Agreement, dated as of November 22, 2005; (iii) that certain Limited
Consent and Amendment No. 3 to Credit Agreement, dated as of December 12, 2005;
and (iv) that certain Amendment No. 4 to Credit Agreement, dated as of May
30,2006; and as from time to time further amended, restated, supplemented or
otherwise modified, the “Credit Agreement”).


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


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


NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained,
and of the Loans and other extensions of credit heretofore, now or hereafter
made to, or for the benefit of, Borrower by Lenders, Borrower, the other Credit
Parties, Agent and Lenders hereby agree as follows:


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


2. Consents.


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


2.2. Notwithstanding any
provision of the Credit Agreement or any other Loan Document to the contrary,
Agent and Lenders hereby consent to the release of Agent’s Liens on the assets
of Borrower and Webcraft which are being sold by Borrower and Webcraft to Spice
pursuant to the Asset Purchase Agreements upon the closing of the transactions
contemplated by the Asset Purchase 









 



Agreements to the extent such properties and assets
have been pledged to Agent pursuant to the Credit Agreement or any other Loan
Document.


3. Further Assurances.


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


3.2. At the time of the
closing of the transactions contemplated by the Asset Purchase Agreements and
from time to time thereafter, at Borrower’s expense, Agent and Lenders shall
execute and deliver such lien release instruments and documents and take such
related actions as Borrower may reasonably request to evidence, further
document, effectuate or otherwise implement the release of Agent’s Liens as
described above in Section 2, under the Credit Agreement and the other Loan
Documents.


4. Representations and
Warranties. Borrower and Credit Parties, jointly and severally, hereby
represent and warrant to Agent and Lenders that:


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


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


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


(a) contravene or conflict
with any provision of (i) law, (ii) any judgment, decree or order, or (iii) the
certificate or articles of incorporation or by-laws or other constituent
documents of Borrower or any other Credit Party; or


(b) contravene or conflict
with, or cause any Lien to arise under, any provision of any indenture,
agreement, mortgage, lease, instrument or other document, including, without
limitation, the Security Agreement, the February 2003 Senior Subordinated Debt
Documents, the 2002 Senior Debt 









 



Documents, the 2003 Senior Secured Debt Documents or
the Mezzanine Debt Documents, binding upon or otherwise affecting Borrower or
any Credit Party or any property of Borrower or any Credit Party.


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


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


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


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


6.2. No Default. No
Default or Event of Default shall have occurred and be continuing or would
result from the effectiveness of this Consent and Amendment or the consummation
of any of the transactions contemplated hereby or by the Asset Purchase
Agreements.


6.3. Opinion. Agent
and Lenders shall have received an opinion of counsel to Borrower, Sullivan
& Cromwell LLP, with respect to this Consent and Amendment, including,
without limitation, as to this Consent and Amendment, the Asset Purchase
Agreements and the transactions contemplated hereby and thereby not conflicting
with any provision of the Security Agreement, the February 2003 Senior
Subordinated Debt Documents, the 2002 Senior Debt Documents, the 2003 Senior
Secured Debt Documents or the Mezzanine Debt Documents, in form and substance
acceptable to Agent.


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


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


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


7.2. No Waiver. The
execution, delivery and effect of this Consent and Amendment 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 or modification 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 future under or in connection with the Credit Agreement, the Notes or any
other Loan Document.


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


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


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


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


11. Headings. Section
headings in this Consent and Amendment are included herein for convenience of
reference only and shall not constitute a part of this Consent and Amendment
for any other purpose.


[Signature Pages Follow]









 



 


IN WITNESS WHEREOF, this
Consent and Amendment has been duly executed as of the date first written
above.


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  VERTIS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D.
  Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
					



 









 



 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
  as Agent, an L/C
  Issuer and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra
  Claghorn

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 









 



 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Anchundia

  
	
   

  	
  Name:

  	
  Robert Anchundia

  
	
   

  	
  Title:

  	
  Vice President

  
					



 









 



 


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


	
   

  	
  VERTIS HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VERTIS DIGITAL SERVICES LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ENTERON GROUP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBCRAFT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  USA DIRECT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
									



 









 



 


	
   

  	
  VERTIS MAILING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WEBCRAFT CHEMICALS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean D. Durbin

  
	
   

  	
  Name:

  	
  Dean D. Durbin

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer