MANAGEMENT SERVICES AGREEMENT WITH THOMAS H. LEE CAPITAL, LLCManagement Services Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
AGREEMENT entered into as of December 7,1999, between Thomas H. Lee Capital, LLC, a Delaware limited liability company (the “Consultant”), and Big Flower Holdings, Inc., a Delaware corporation (“Big Flower”).
FIRST AMENDMENTFirst Amendment • April 2nd, 2007 • 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.
LIMITED CONSENT AND AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
This Limited Consent and Amendment No. 7 to Credit Agreement, dated as of March 30, 2007 (this “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”), the other Lenders, and Crystal Capital Fund, L.P, as a Joint-Lead Arranger.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
This Amendment No. 4 to Credit Agreement, dated as of May 30, 2006 (this “Amendment”), is entered into by and among Vertis, Inc., as a Borrower (“Borrower”), the other Credit Parties signatory hereto, General Electric Capital Corporation, as a Lender and as Agent for Lenders (“Agent”), and the other Lenders.
LIMITED CONSENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
This Limited Consent and Amendment No. 6 to Credit Agreement, dated as of November , 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.
John V. Howard, Jr., Esq. www.vertisinc.comLetter Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies
VERTIS, INC., as Issuer, the Guarantors named herein and THE BANK OF NEW YORK, as TrusteeVertis Inc • April 2nd, 2007 • Services-advertising agencies • New York
INDENTURE dated as of February 28, 2003, among VERTIS, INC., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
SECOND AMENDMENTSale Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • New York
THIS SECOND AMENDMENT (this “Amendment”), is dated March 30, 2007, and relates to (i) that certain Receivables Funding and Administration Agreement, dated as of November 25, 2005 (as amended pursuant to that certain First Amendment dated as of September 5, 2006 and as further 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 (ii) that certain Receivables Sale and Servicing Agreement, dated as of November 25, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement” and together with the Funding Agreement, the “Agreements” and each an “Agreement”) among Borrower, Vertis,
MANAGEMENT SERVICES AGREEMENT WITH EVERCORE ADVISORS INC.Management Services Agreement • April 2nd, 2007 • Vertis Inc • Services-advertising agencies • Delaware
AGREEMENT entered into as of December 7, 1999, between Evercore Advisors Inc., a Delaware corporation (the “Consultant”), and Big Flower Holdings, Inc., a Delaware corporation (“Big Flower”).
LIMITED CONSENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • 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.
