0000950144-08-001133 Sample Contracts

SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT
And Temporary Waiver Agreement • February 15th, 2008 • American Color Graphics Inc • Commercial printing

THIS SECOND AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Second Amendment”) is made and entered into as of February 12, 2008 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, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

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SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT
Credit Agreement and Temporary Waiver Agreement • February 15th, 2008 • American Color Graphics Inc • Commercial printing

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND TEMPORARY WAIVER AGREEMENT (this “Sixth Amendment”) is made and entered into as of February 12, 2008 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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