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.
