(I) DIVIDENDS MAY BE PAID TO THE EXTENT
PROVIDED IN SECTION 5.5, (J) INVESTMENTS MAY BE MADE TO THE EXTENT PERMITTED BY
SECTION 5.3, (K) THE TRANSACTIONS ENTERED INTO BETWEEN HOLDINGS AND ITS
SUBSIDIARIES, OR BETWEEN SUCH SUBSIDIARIES, SHALL BE PERMITTED TO THE EXTENT
EXPRESSLY PERMITTED BY SECTION 5.6 AND 5.7, (L) BORROWER AND ANY OF ITS
SUBSIDIARIES MAY PAY FEES (INCLUDING MANAGEMENT, ACQUISITION AND OTHER
CONSULTING FEES) TO VERTIS OR ANY DOMESTIC SUBSIDIARY THAT IS A GUARANTOR,
(M) ANY COMPENSATION PAID TO THIRD-PARTY INDEPENDENT OUTSIDE DIRECTORS,
(M) INTERCOMPANY INDEBTEDNESS PERMITTED (AND ONLY TO THE EXTENT PERMITTED)
PURSUANT TO SECTION 5.1(C) AND (L); (N) THE MEZZANINE DEBT PERMITTED (AND ONLY
TO THE EXTENT PERMITTED) PURSUANT TO SECTION 5.1(G); AND (O) INVESTMENTS
PERMITTED (AND ONLY TO THE EXTENT PERMITTED) PURSUANT TO SECTION 5.3(B), (C),
(D), (F), AND (I).
5.9.
CONDUCT OF BUSINESS. HOLDINGS SHALL NOT ENGAGE
IN ANY BUSINESS ACTIVITY OTHER THAN ITS OWNERSHIP OF THE STOCK OF ITS
SUBSIDIARIES AND ITS PERFORMANCE OF THE RELATED TRANSACTION DOCUMENTS; PROVIDED,
THAT HOLDINGS MAY ENGAGE IN THOSE ACTIVITIES THAT (I) ARE INCIDENTAL TO (X) THE
MAINTENANCE OF ITS CORPORATE EXISTENCE IN COMPLIANCE WITH APPLICABLE LAW,
(Y) LEGAL, TAX AND ACCOUNTING MATTERS IN CONNECTION WITH ANY OF THE FOREGOING
ACTIVITIES AND (Z) THE ENTERING INTO, AND PERFORMANCE OF ITS OBLIGATIONS UNDER,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND (II) ARE
OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE CREDIT PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO
DIRECTLY OR INDIRECTLY ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE
DESCRIBED ON SCHEDULE 5.9.
5.10.
CHANGES RELATING TO INDEBTEDNESS. THE CREDIT
PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY
OR INDIRECTLY CHANGE OR AMEND THE TERMS OF ANY OF ITS INDEBTEDNESS PERMITTED BY
SECTION 5.1(D), (E), (F), (G) OR (H), INCLUDING, WITHOUT LIMITATION, THE
MEZZANINE DEBT, THE SENIOR SUBORDINATED DEBT, THE FEBRUARY 2003 SENIOR
SUBORDINATED DEBT, THE 2002 SENIOR DEBT AND THE 2003 SENIOR SECURED DEBT (OR ANY
INDENTURE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT IN CONNECTION THEREWITH),
INCLUDING, WITHOUT LIMITATION, ANY OF THE SUBORDINATED NOTES, IF THE EFFECT OF
SUCH AMENDMENT IS TO: (A) INCREASE THE INTEREST RATE ON SUCH INDEBTEDNESS;
(B) ACCELERATE THE DATES UPON WHICH PAYMENTS OF PRINCIPAL OR INTEREST ARE DUE;
(C) INCREASE THE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS; (D) CHANGE ANY EVENT OF
DEFAULT OR ADD OR MAKE MORE RESTRICTIVE ANY COVENANT WITH RESPECT TO SUCH
INDEBTEDNESS; (E) CHANGE THE REDEMPTION OR PREPAYMENT PROVISIONS OF SUCH
INDEBTEDNESS; (F) CHANGE THE SUBORDINATION PROVISIONS THEREOF, IF ANY (OR THE
SUBORDINATION TERMS OF ANY GUARANTY THEREOF); (G) CHANGE OR AMEND ANY OTHER TERM
IF SUCH CHANGE OR AMENDMENT WOULD MATERIALLY INCREASE THE OBLIGATIONS OF THE
OBLIGOR OR CONFER ADDITIONAL MATERIAL RIGHTS ON THE HOLDER OF SUCH INDEBTEDNESS
IN A MANNER ADVERSE TO ANY CREDIT PARTY OR LENDERS; OR (H) INCREASE THE PORTION
OF INTEREST PAYABLE IN CASH WITH RESPECT TO ANY
43