Amendment No. 12 to Senior Subordinated Credit Agreement among Vertis, Inc., Vertis Holdings, Inc., Subsidiary Guarantors, Lenders, and Agents

Summary

This amendment, dated January 18, 2002, modifies the Senior Subordinated Credit Agreement originally signed on December 7, 1999, between Vertis, Inc., Vertis Holdings, Inc., several subsidiary guarantors, various lenders, and their agents. The amendment extends a specific date in the agreement from January 18, 2002, to January 31, 2002. Vertis, Inc. agrees to cover related legal and administrative costs. All other terms of the original credit agreement remain unchanged, and the obligations of the subsidiary guarantors continue in full effect.

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EX-10.13 16 a2106381zex-10_13.txt EXHIBIT 10.13 EXHIBIT 10.13 AMENDMENT NO. 12 Amendment No. 12, dated as of January 18, 2002 (the "Amendment"), to the Senior Subordinated Credit Agreement, dated as of December 7, 1999, as amended, among Vertis, Inc. (f/k/a Big Flower Press Holdings, Inc.), a Delaware corporation (the "Company"), Vertis Holdings, Inc. (f/k/a Big Flower Holdings, Inc.), a Delaware corporation ("Holdings"), the Subsidiary Guarantors named on the signature pages hereto, the Lenders named on the signature pages hereto (the "Lenders") and Bankers Trust Company, JP Morgan Chase Bank (f/k/a The Chase Manhattan Bank) and Banc of America Bridge LLC (f/k/a NationsBridge, L.L.C.) as Agents for the Lenders (in such capacity, the "Agents") (the "Credit Agreement"). Except as otherwise indicated herein, capitalized terms used herein have the same meanings as set forth in the Credit Agreement. W I T N E S S E T H : WHEREAS, pursuant to Section 12.6 of the Credit Agreement, the Company and the Required Lenders desire to amend certain provisions of the Credit Agreement; NOW THEREFORE, in consideration of the premises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. AMENDMENT. Section 5.13 of the Credit Agreement is hereby amended by deleting the reference to January 18, 2002 in the first line of such section and replacing it with January 31, 2002. 2. ADDITIONAL FEES. The Company agrees to pay on demand all costs and expenses of the Agents and Lenders in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of Cahill Gordon & Reindel, counsel for the Agents and Lenders, with respect thereto. 3. SCOPE OF AMENDMENT. Except as specifically amended hereby, the Credit Agreement shall remain unchanged. It is declared and agreed by each of the parties hereto that the Credit Agreement, subject to this Amendment, shall continue, in full force and effect, and that the Amendment and the Credit Agreement shall be read as and shall constitute one document. 4. COUNTERPARTS. This Amendment may be executed in multiple counterparts, and by different parties hereto in separate counterparts, each of which when so executed -2- shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. 6. ACKNOWLEDGMENT AND CONSENT BY THE SUBSIDIARY GUARANTORS. Each Subsidiary Guarantor hereby acknowledges that it has read this Amendment and consents to the terms hereof and further confirms and agrees that, notwithstanding the effectiveness of this Amendment, its obligations under its Guarantee shall not be impaired or affected and its Guarantee is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. S-1 WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. VERTIS, INC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President VERTIS HOLDINGS, INC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President SUBSIDIARY GUARANTORS: PRINTCO., INC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President WEBCRAFT LLC By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President WEBCRAFT CHEMICALS LLC By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. S-2 Title: Senior Vice President ENTERON GROUP LLC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President BIG FLOWER DIGITAL SERVICES (DELAWARE), INC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President BIG FLOWER DIGITAL LLC By: BIG FLOWER DIGITAL SERVICES (DELAWARE), INC. By: /s/ John V. Howard, Jr. -------------------------------- Name: John V. Howard, Jr. Title: Senior Vice President S-3 AGENTS: DEUTSCHE BANK TRUST COMPANY AMERICAS, as co-agent By: /s/ David J. Flannery -------------------------------- Name: David J. Flannery Title: Managing Director JP MORGAN CHASE BANK (formerly The Chase Manhattan Bank), as co-agent By: /s/ Randolph E. Cates -------------------------------- Name: Randolph E. Cates Title: Vice President BANC OF AMERICA BRIDGE LLC, as co-agent By: /s/ S. Paul Trapani, III -------------------------------- Name: S. Paul Trapani Title: Managing Director S-4 LENDERS: DEUTSCHE BANK TRUST CORPORATION By: /s/ David J. Flannery -------------------------------- Name: David J. Flannery Title: Managing Director JP MORGAN CHASE BANK (formerly The Chase Manhattan Bank) By: /s/ Randolph E. Cates -------------------------------- Name: Randolph E. Cates Title: Vice President BANC OF AMERICA BRIDGE LLC By: /s/ Bradford Jones -------------------------------- Name: Bradford Jones Title: Managing Director ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: -------------------------------- Name: Title: S-5 OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P., its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: -------------------------------- Name: Title: D.K. ACQUISITION PARTNERS, L.P. By: M.H. Davidson & Co., its General Partner By: -------------------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By: -------------------------------- Name: Title: S-6 TCW LEVERAGED INCOME TRUST, L.P. By: TCW Advisers (Bermuda), Ltd. as Investment Adviser By: -------------------------------- Name: Title: TCW LEVERAGED INCOME TRUST II, L.P. By: TCW Advisers (Bermuda), Ltd. as General Partner By: -------------------------------- Name: Title: FLEET CORPORATE FINANCE, INC. By: -------------------------------- Name: Title: MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: -------------------------------- Name: Title: S-7