CLAUSES WHICH ARE SET FORTH IN THE STOCK
PURCHASE AGREEMENT AND THE RELATED TAX DEED, UNDER WHICH THE MAXIMUM AGGREGATE
EXPOSURE IS £2,000,000, (B) OTHER CLAIMS, OBLIGATIONS, LIABILITIES AND EXPOSURES
IN AN AGGREGATE AMOUNT NOT TO EXCEED £1,000,000, AND (C) A GUARANTY BY HOLDINGS
OF THE OBLIGATIONS OF VERTIS PRS LIMITED UNDER THE EXPRESS NEWSPAPERS
AGREEMENTS, EACH BORROWER AND EACH OTHER CREDIT PARTY (OTHER THAN THE DEPARTING
ENTITIES) 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
4
ARRANGEMENT, BY VERTIS OR DIGITAL LIMITED, OR BY ANY OF THEIR DIRECT OR INDIRECT
SUBSIDIARIES (ASIDE FROM THE DEPARTING ENTITIES) IN FAVOR OF ANY DEPARTING
ENTITY, THE BUYER OR ANY EMPLOYEE, CUSTOMER OR CREDITOR RELATING TO ANY
DEPARTING ENTITY OR THE BUYER.
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 THE BORROWERS, THE 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 STOCK PURCHASE AGREEMENT.
6.3.
OPINION.
AGENT AND LENDERS SHALL HAVE RECEIVED AN OPINION OF
COUNSEL TO BORROWERS, SULLIVAN & CROMWELL LLP, WITH RESPECT TO THIS CONSENT AND
AMENDMENT, INCLUDING, WITHOUT LIMITATION, AS TO THIS CONSENT AND AMENDMENT, THE
STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
NOT CONFLICTING WITH ANY PROVISION OF THE 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.
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 (INCLUDING IN ITS CAPACITY AS A CREDIT PARTY, DIGITAL LIMITED), OTHER
THAN UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE STOCK PURCHASE
AGREEMENT, THE DEPARTING ENTITIES.
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