EACH 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 PARTY 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 SUCH PARTY TO AGREE TO SIMILAR CONSENTS IN THE FUTURE.
(D)
THIS AMENDMENT SHALL CONSTITUTE A RELATED DOCUMENT.
6.
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.
7.
MISCELLANEOUS.
THE HEADINGS HEREIN ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT ALTER OR OTHERWISE AFFECT THE MEANING HEREOF.
8.
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.
9.
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 BORROWER OR 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
3
NEW YORK, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
*
*
*
4
IN WITNESS WHEREOF, the parties hereto 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 Borrower
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
VERTIS, INC., as Servicer, Parent and as an Originator
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
WEBCRAFT, LLC, as an Originator
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
WEBCRAFT CHEMICALS, LLC, as an Originator
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
ENTERON GROUP, LLC, as an Originator
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
VERTIS MAILING, LLC, as an Originator
By:
/S/ Stephen E. Tremblay
Name:
Stephen E. Tremblay
Title:
Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent
By:
/S/ Susan