REGISTRATION RIGHTS AGREEMENT Dated as of June 6, 2003 By and Among VERTIS, INC., the SUBSIDIARY GUARANTORS named herein and DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. 9 3/4 % Senior...Registration Rights Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
This Registration Rights Agreement (the “Agreement”) is dated as of June 6, 2003, by and among VERTIS, INC. a Delaware corporation (the “Company”), the subsidiaries of the Company that are listed on the signature pages hereto (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Fleet Securities, Inc. (collectively, the “Initial Purchasers”).
VERTIS, INC., as Issuer, the Guarantors named herein and The Bank of New York, as TrusteeIndenture • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
INDENTURE dated as of June 6, 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”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
Fees quoted do not include any out-of-pocket expenses including, but not limited to, travel, expenses of external counsel, foreign depositaries, facsimile, stationery, postage, telephone, overnight courier, messenger costs and other allocated costs. These expenses will be billed at our cost, when incurred. In the event the transaction terminates before closing, all out-of-pocket expenses incurred, including our counsel fees, if applicable, will be billed to the account.
EIGHTH AMENDMENT TO CREDIT AGREEMENT; AND SECOND AMENDMENT TO SUBORDINATION AGREEMENTCredit Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
EIGHTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT; AND SECOND AMENDMENT TO SUBORDINATION AGREEMENT (collectively, this “Amendment”), dated as of May 21, 2003, among VERTIS HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), a Delaware corporation (“Holdings”), VERTIS, INC. (f/k/a Big Flower Press Holdings, Inc.), a Delaware corporation (“Vertis”), VERTIS LIMITED (f/k/a Big Flower Limited), a Wholly-Owned Subsidiary of Vertis and a limited company organized under the laws of England (“VL”), VERTIS DIRECT MARKETING SERVICES (CROYDON) LIMITED (f/k/a Olwen Direct Mail Limited), a Wholly-Owned Subsidiary of VL and a limited company organized under the laws of England (“VDMS”), VERTIS DIGITAL SERVICES LIMITED (f/k/a Big Flower Digital Services Limited), an indirect Wholly-Owned Subsidiary of Vertis and a limited company organized under the laws of England (“VDSL”), FUSION PREMEDIA GROUP LIMITED (f/k/a Troypeak Limited), an indirect Wholly-Owned Subsidiary of Vertis and a limited company organiz
U.S. SECURITY AGREEMENT among VERTIS HOLDINGS, INC. (f/k/a Big Flower Holdings, Inc.), VERTIS, INC. (f/k/a Big Flower Press Holdings, Inc.), VARIOUS U.S. SUBSIDIARIES OF VERTIS, INC. and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as...Security Agreement • June 24th, 2003 • Vertis Inc • Services-advertising agencies • New York
SECURITY AGREEMENT, dated as of December 7, 1999 and amended and restated as of June 6, 2003 (as so amended and restated and as the same may be further amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this “Agreement”), among each of the undersigned (each, an “Assignor” and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the “Assignors”) and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Collateral Agent (the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined in Article IX hereof, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
