FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO U.S. SUBSIDIARIES GUARANTYCredit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EXHIBIT 10.27Termination Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of December 9, 2002Receivables Purchase Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
STOCK OPTION AGREEMENT PURSUANT TO THE VERTIS HOLDINGS, INC. 1999 EQUITY AWARD PLANStock Option Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of November 29 2002Registration Rights Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EXHIBIT 10.24 SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO SUBORDINATION AGREEMENT SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; AND FIRST AMENDMENT TO SUBORDINATION AGREEMENT (collectively, this "Amendment"), dated as of...Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies
W I T N E S S E T H:Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
CREDIT AGREEMENTCredit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EXHIBIT 10.32 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by and between the employee set forth on the signature page of this Agreement (the...Stock Purchase Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • Delaware
AMENDMENT NO. 4Senior Subordinated Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EXHIBIT 10.34 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by and between the employee set forth on the signature page of this Agreement (the...Stock Purchase Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • Delaware
EXHIBIT 10.25 WAIVER TO CREDIT AGREEMENT WAIVER TO CREDIT AGREEMENT (this "Waiver"), dated as of September 28, 2001, among VERTIS HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), a Delaware corporation ("Holdings"), VERTIS, INC. (f/k/a Big Flower...Waiver to Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies
RESTRICTED STOCK AGREEMENT VERTIS HOLDINGS, INC. 1999 EQUITY AWARD PLAN GRANTEE: MICHAEL T. DUBOSE NO. OF SHARES: 600,000Restricted Stock Agreement • April 1st, 2008 • Vertis Inc • Services-advertising agencies • New York
This Agreement (the “Agreement”), approved by Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”), evidences the award of 600,000 restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Vertis Holdings, Inc., a Delaware corporation (the “Company”), granted to you, Michael T. DuBose, effective as of January 7, 2008 (the “Grant Date”), pursuant to the Vertis Holdings, Inc. 1999 Equity Award Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
STOCK OPTION AGREEMENT PURSUANT TO THE VERTIS HOLDINGS, INC. 1999 EQUITY AWARD PLANStock Option Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies
EXHIBIT 10.1 SENIOR SUBORDINATED CREDIT AGREEMENTSenior Subordinated Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EXHIBIT 10.36 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by and between the employee set forth on the signature page of this Agreement (the...Stock Purchase Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • Delaware
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • March 28th, 2003 • Vertis Inc • Services-advertising agencies • New York
Vertis, Inc., a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $100,000,000 aggregate principal amount of its 107/8% Series B Senior Notes due June 15, 2009 (the "Exchange Notes"), for a like principal amount of its outstanding 107/8% Senior Notes due June 15, 2009 (the "Private Notes"). The terms and conditions of the Exchange Offer are set forth in a prospectus (the "Prospectus") included in the Company's registration statement on Form S-4 (File No. 333- ), as amended (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC"), and proposed to be distributed to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the "Notes." Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or accompanying Letter of Transmittal.
FIRST AMENDMENTFirst Amendment • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
W I T N E S S E T H :Second Amendment and Consent • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT dated as of December 9, 2002Indenture and Servicing Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
VERTIS, INC., as Issuer, the Guarantors named herein and The Bank of New York, as TrusteeIndenture • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
INDENTURE dated as of June 6, 2003, among VERTIS, INC., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).
VERTIS, INC., as Issuer, the Guarantors named herein and THE BANK OF NEW YORK, as TrusteeIndenture • May 15th, 2006 • Vertis Inc • Services-advertising agencies • New York
INDENTURE dated as of February 28, 2003, among VERTIS, INC., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
PLEDGE AGREEMENTPledge Agreement • July 17th, 2008 • Vertis Inc • Services-advertising agencies • New York
This PLEDGE AGREEMENT, dated as of July 17, 2008 (together with all amendments, if any, from time to time hereto, this “Agreement”) between VERTIS, INC., a Delaware corporation (the “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders (“Agent”).
W I T N E S S E T H:Third Amendment and Consent • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Vertis Inc • Services-advertising agencies • Maryland
THIS AGREEMENT by and among Vertis Inc., (the “Company”), Vertis Holdings, Inc. (“Holdings”) and Catherine Leggett (the “Executive”), dated and effective as of August 31, 2003 (the “Effective Date”).
W I T N E S S E T H:Credit Agreement • March 26th, 2003 • Vertis Inc • Services-advertising agencies • New York
MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 24, 1999, by and among Big Flower Holdings Inc., a Delaware corporation (the “Company,” which term shall, in the context of employment with the Company, also refer to any subsidiaries thereof), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Purchaser”), who is presently an officer, member of management or key employee of the Company.
MANAGEMENT SERVICES AGREEMENT WITH THOMAS H. LEE CAPITAL, LLCManagement Services Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
AGREEMENT entered into as of December 7,1999, between Thomas H. Lee Capital, LLC, a Delaware limited liability company (the “Consultant”), and Big Flower Holdings, Inc., a Delaware corporation (“Big Flower”).
REGISTRATION RIGHTS AGREEMENT Dated as of June 6, 2003 By and Among VERTIS, INC., the SUBSIDIARY GUARANTORS named herein and DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. 9 3/4 % Senior...Registration Rights Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
This Registration Rights Agreement (the “Agreement”) is dated as of June 6, 2003, by and among VERTIS, INC. a Delaware corporation (the “Company”), the subsidiaries of the Company that are listed on the signature pages hereto (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Fleet Securities, Inc. (collectively, the “Initial Purchasers”).
AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
This AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 31, 2003, by and among Vertis Holdings, Inc., formerly known as Big Flower Holdings Inc., a Delaware corporation (the “Company”), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Executive”), who is presently an officer, member of management or key employee of the Company.
FIRST AMENDMENTReceivables Funding and Administration Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
THIS FIRST AMENDMENT (this “Amendment”), is dated September 5, 2006, and relates to that certain Receivables Funding and Administration Agreement, dated as of November 25, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Funding Agreement”), among Vertis Receivables II, LLC, a Delaware limited liability company (“Borrower”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), General Electric Capital Corporation, a Delaware corporation, as administrative agent for the Lenders (the “Administrative Agent”), and is hereby made by Borrower, the Administrative Agent, and the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Funding Agreement.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
Fees quoted do not include any out-of-pocket expenses including, but not limited to, travel, expenses of external counsel, foreign depositaries, facsimile, stationery, postage, telephone, overnight courier, messenger costs and other allocated costs. These expenses will be billed at our cost, when incurred. In the event the transaction terminates before closing, all out-of-pocket expenses incurred, including our counsel fees, if applicable, will be billed to the account.
NIL COST OPTION AGREEMENTNil Cost Option Agreement • February 25th, 2005 • Vertis Inc • Services-advertising agencies • New York
This Agreement (the “Agreement”), approved by Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”), evidences the award of an option (“Option”) to acquire 5,497 shares (each, an “Option Share,” and collectively, the “Option Shares”) of the Common Stock of Vertis Holdings, Inc., a Delaware corporation (the “Company”), granted to you, Adriaan Roosen, effective as of July 27, 2004 (the “Grant Date”), pursuant to the Vertis Holdings, Inc. 1999 Equity Award Plan (the “Plan”) and subject to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
SECURITY AGREEMENTSecurity Agreement • July 17th, 2008 • Vertis Inc • Services-advertising agencies • New York
WHEREAS, pursuant to that certain Senior Secured, Priming and Super Priority Debtor-in-Possession Credit Agreement dated as of the date hereof by and among Grantors, the Persons named therein as Credit Parties, Agent and Lenders (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), Lenders have agreed to make the Loans and to incur Letter of Credit Obligations on behalf of Grantors;
John V. Howard www.vertisinc.comEmployment Agreement • April 1st, 2008 • Vertis Inc • Services-advertising agencies
