ANY CREDIT
PARTY.
3.3.
NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER THE CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR WILL BE TRIGGERED BY THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AMENDMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND BY THE RECEIVABLES II SALE AGREEMENT.
IN ADDITION, EACH
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.
4.
CONDITIONS PRECEDENT TO EFFECTIVENESS.
THE EFFECTIVENESS OF THE
AMENDMENTS SET FORTH IN SECTION 2 HEREOF ARE IN EACH INSTANCE SUBJECT TO THE
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT:
4.1.
AMENDMENT.
THIS AMENDMENT SHALL HAVE BEEN DULY EXECUTED AND
DELIVERED BY THE BORROWERS, THE CREDIT PARTIES, AGENT AND LENDERS.
4.2.
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING OR WOULD RESULT FROM THE EFFECTIVENESS OF THIS AMENDMENT OR
THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE
RECEIVABLES II SALE AGREEMENT.
4.3.
OPINION.
AGENT AND LENDERS SHALL HAVE RECEIVED AN OPINION OF
COUNSEL TO BORROWERS, SULLIVAN & CROMWELL LLP, WITH RESPECT TO THIS AMENDMENT,
INCLUDING, WITHOUT LIMITATION, AS TO THIS AMENDMENT, THE RECEIVABLES II SALE
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY NOT CONFLICTING
WITH ANY PROVISION OF THE LOAN DOCUMENTS, THE
4
February 2003 Senior Subordinated Debt Documents, the 2002 Senior Debt
Documents, the 2003 Senior Secured Debt Documents or the Mezzanine Debt
Documents, all in form and substance acceptable to Agent.
4.4.
PLEDGE OF EQUITY IN VERTIS RECEIVABLES II.
AS REQUIRED BY
SECTION 4.7 OF THE CREDIT AGREEMENT, 100% OF THE CAPITAL STOCK OF VERTIS
RECEIVABLES II SHALL HAVE BEEN PLEDGED BY VERTIS PURSUANT TO AN AMENDMENT OR
SUPPLEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, TO THE PLEDGE
AGREEMENT, DATED AS OF DECEMBER 22, 2004, BETWEEN VERTIS, AS PLEDGOR, AND
GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, AND IN CONNECTION THEREWITH,
VERTIS SHALL HAVE DELIVERED TO AGENT THE ORIGINAL STOCK CERTIFICATE(S)
EVIDENCING 100% OF THE CAPITAL STOCK OF VERTIS RECEIVABLES II, TOGETHER WITH A
STOCK POWER(S) DULY ENDORSED IN BLANK BY VERTIS.
4.5.
UNRESTRICTED SUBSIDIARY DESIGNATION.
THE CREDIT PARTIES SHALL
HAVE DELIVERED TO THE AGENT EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO IT,
THAT VERTIS RECEIVABLES II HAS BEEN DESIGNATED, AND CONSTITUTES, AN UNRESTRICTED
SUBSIDIARY.
4.6.
MISCELLANEOUS.
AGENT AND LENDERS SHALL HAVE RECEIVED SUCH OTHER
AGREEMENTS, INSTRUMENTS AND DOCUMENTS AS AGENT OR LENDERS MAY REASONABLY
REQUEST.
5.
REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
5.1.
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.
5.2.
NO WAIVER.
THE EXECUTION, DELIVERY AND EFFECT OF THIS 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