Exhibit 4.8
EXECUTION
VERSION
SECOND AMENDMENT TO
FORBEARANCE AGREEMENT
This Second Amendment to Forbearance
Agreement (this “ Agreement ”), dated as of
May 20, 2008, further amends that certain Forbearance
Agreement dated as of April 30, 2008 (as amended, the “
Forbearance Agreement ”) and is entered into by and
among Vertis, Inc. (the “ Issuer ”), each
of the undersigned entities listed as guarantors (collectively, the
“ Guarantors ”) and each of the undersigned
holders (collectively, the “ Holders ”) of the
9.75% Senior Secured Second Lien Notes due 2009 (the “
Notes ”) issued by the Issuer. Each capitalized
term used herein and not otherwise defined herein shall have the
meaning attributed to such term in the Forbearance
Agreement.
W I T N E S S E T
H:
WHEREAS, on April 30, 2008, the Issuer, the
Guarantors and certain of the Holders entered into the Forbearance
Agreement, pursuant to which those Holders agreed to forbear during
the Forbearance Period from exercising their rights and remedies
under the Indenture and from directing the Trustee to exercise any
such rights and remedies on their behalf resulting from the
Existing Default and the Payment Default; and
WHEREAS, the failure of the Restructuring Agreement
Execution to occur on or before 5:00 p.m. (New York time) on
May 13, 2008 (the “ Restructuring Execution
Deadline ”) resulted in a Forbearance Termination Event
under the Forbearance Agreement; and
WHEREAS , on May 14, 2008, the Issuer, the
Guarantors and the Holders entered into the First Amendment to
Forbearance Agreement (the “ First Amendment
”), which amended the Forbearance Agreement by waiving
the Forbearance Termination Event thereunder and extending the
Restructuring Execution Deadline to 5:00 p.m. (New York time)
on May 20, 2008; and
WHEREAS, due to the ongoing discussions among the parties
with respect to the Restructuring Agreement, the Issuer and the
Guarantors have requested that the Holders continue their
forbearance with respect to the Payment Default and the Existing
Default by further extending the Restructuring Execution Deadline;
and
WHEREAS, subject to the terms and conditions set forth
herein, the Holders have agreed to continue their forbearance and
extend the Restructuring Execution Deadline to 5:00 p.m. (New
York time) on May 27, 2008.
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:
SECTION 1. Amendment to Existing
Forbearance Agreement. The following clauses of the definition of
Forbearance Termination Event in Section 1 of the Forbearance
Agreement shall be hereby further amended as follows:
(1) clause (a) is hereby further
amended to read: “(a) the failure of the Restructuring
Agreement Execution to occur on or before 5:00 p.m. (New York
time) on May 27, 2008;”;
