0000950144-07-010582 Sample Contracts

American Color Graphics, Inc., ACG Holdings, Inc., and The Bank of New York Trust Company, N.A. AMENDED AND RESTATED INDENTURE Dated as of November 14, 2007
American Color Graphics Inc • November 16th, 2007 • Commercial printing • New York

AMENDED AND RESTATED INDENTURE dated as of November 14, 2007 among American Color Graphics, Inc., a New York corporation (the “Company”), ACG Holdings, Inc., a Delaware corporation (“Holdings” or the “Guarantor”) and The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”).

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AMENDMENT AND TEMPORARY WAIVER AGREEMENT
And Temporary Waiver Agreement • November 16th, 2007 • American Color Graphics Inc • Commercial printing

THIS AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”), is made and entered into as of November 14, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, “ACG”), AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company (together with any permitted successors and assigns, “ACG Finance” and, together with ACG, the “ACG Parties”), the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT
Credit Agreement and Temporary Waiver Agreement • November 16th, 2007 • American Color Graphics Inc • Commercial printing

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT (this “Fifth Amendment”) is made and entered into as of November 14, 2007 among AMERICAN COLOR GRAPHICS, INC., a New York corporation (together with any permitted successors and assigns, the “Borrower”), the Guarantor signatory hereto, the financial institutions identified on the signature pages hereof as Lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Agent”).

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