0001104659-06-073656 Sample Contracts

FIRST AMENDMENT
First Amendment • November 9th, 2006 • 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.

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LIMITED CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • November 9th, 2006 • Vertis Inc • Services-advertising agencies • New York

This Limited Consent and Amendment No. 5 to Credit Agreement, dated as of September 5, 2006 (this “Consent and Amendment”), is entered into by and among Vertis, Inc. (“Borrower”), as Borrower, the other Credit Parties signatory hereto, General Electric Capital Corporation, as a Lender and as Agent for Lenders (“Agent”), and the other Lenders.

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