Exhibit 4.2
AMENDMENT TO FORBEARANCE
AGREEMENT
This Amendment to Forbearance
Agreement (this “ Agreement ”) is dated
May 2, 2008 and 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 Lenders party hereto.
W I T N E S S E T H
:
WHEREAS, the parties hereto are the
parties to that certain Forbearance Agreement dated April 3,
2008 (as the same is amended hereby, the “ Forbearance
Agreement ”);
WHEREAS, Borrower and the other
Credit Parties have requested that Agent and Lenders party to the
Forbearance Agreement amend the Forbearance Agreement as set forth
herein so as to reduce the minimum Borrowing Availability required
under Section 1(c) of the Forbearance
Agreement;
WHEREAS, subject to the terms and
conditions hereof, Agent and Requisite Lenders have agreed to grant
this request; and
WHEREAS, this Agreement constitutes
a Loan Document and these Recitals shall be construed as part of
this Agreement;
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Defined
Terms . Each capitalized term
used herein and not otherwise defined herein shall have the meaning
attributed to such term in the Forbearance Agreement (including,
without limitation, by virtue of its reference to defined terms
used in the Credit Agreement).
2.
Amendment to
Forbearance Agreement . The parties hereto
and to the Forbearance Agreement agree to amend the Forbearance
Agreement by deleting Section 1(c) therefrom and
replacing it with the following:
(c)
“
Forbearance Termination Date ” means the earliest to
occur of (i) 5:00 p.m. (New York time) on May 27,
2008, (ii) the fifth calendar day following the first day, if
any, on which Borrowing Availability is $7,000,000 or less, or
(iii) the date upon which a Forbearance Default
occurs.
3.
Conditions to
Effectiveness . The effectiveness of
this Agreement is expressly conditioned upon Agent’s receipt
(on behalf of itself and each of the Lenders party hereto) from
Borrower of the following, all of which shall be in form and
substance satisfactory to Agent:
(a)
Agreement
. A duly
executed counterpart of this Agreement from Agent, Requisite
Lenders, Borrower and the other Credit Parties listed on the
signature pages hereto.
(b)
Other
Documents . Such other documents,
instruments and agreements as Agent may reasonably
request.
4.
Representations and
Warranties of Borrower . In order to induce
Agent and Lenders to enter into this Agreement, Borrower hereby
represents and warrants to Agent and Lenders that:
(a)
Representations and
Warranties . (i) No Default
or Event of Default (other than the Existing Default) has occurred
or is continuing and (ii) no representation or warranty of any
Credit Party contained in the Credit Agreement or any of the other
Loan Documents, including this Agreement, is untrue or incorrect in
any material respect as of the date hereof, except to the extent
that such representation or warranty expressly relates to an
earlier date, in which case it shall be true and correct in all
material respects as of such earlier date.
(b)
Authorization,
etc . Each of Borrower and
the other Credit Parties has the power and authority to execute,
deliver and perform this Agreement. Each of Borrower and the
other Credit Parties has taken all necessary action (including,
without limitation, obtaining approval of its members, if
necessary) to authorize its execution, delivery and performance of
this Agreement. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no
consent of any other Person, is required in connection with
Borrower’s or any other Credit Party’s execution,
delivery and performance of this Agreement, except for those
already duly obtained. This Agreement has been duly executed
and delivered by each of Borrower and the other Credit Parties and
constitutes the legal, valid and binding obligation of each of
Borrower and the other Credit Parties, enforceable against them in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity
or law). Each of Borrower’s and the other Credit
Parties’ execution, delivery or performance of this Agreement
does not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition
of any Lien upon the property of Borrower or any of the other
Credit Parties by reason of the terms of (i) any contract,
mortgage, lease, agreement, indenture or instrument to which
Borrower or any of the other Credit Parties is a party or which is
binding upon them or any one of them
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