RESTRICTED STOCK AGREEMENT VERTIS HOLDINGS, INC. 1999 EQUITY AWARD PLAN GRANTEE: CATHERINE LEGGETT NO. OF SHARES: 6,520Restricted Stock 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 6,520 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, Catherine Leggett, effective as of May 20, 2004 (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.
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”).
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.
CREDIT AGREEMENT DATED AS OF DECEMBER , 2004 by and among VERTIS, INC., VERTIS LIMITED, and VERTIS DIGITAL SERVICES LIMITED as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION...Credit Agreement • February 25th, 2005 • Vertis Inc • Services-advertising agencies • New York
This CREDIT AGREEMENT is dated as of December , 2004 and entered into by and among Vertis, Inc., a Delaware corporation (“Vertis” or the “Domestic Borrower”), Vertis Limited, a company incorporated under the laws of England and Wales and registered under number 3435268 (“Vertis Limited”) and Vertis Digital Services Limited, a company incorporated under the laws of England and Wales and registered under number 3526757 (“Digital Limited”, and with Vertis Limited, each a “European Borrower” and collectively, the “European Borrowers”; Vertis and the European Borrowers are referred to herein collectively as the “Borrowers” and individually as a “Borrower”), the other persons designated as “Credit Parties”, the financial institutions who are or hereafter become parties to this Agreement as Lenders (the “Lenders” and each a “Lender”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as the initial L/C Issuer and as Agent and BANK OF AMERI
