Exhibit 10.5
TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this
“Agreement” ) is made and entered into as of
November 25, 2005, among MANUFACTURERS AND TRADERS TRUST
COMPANY, not individually but solely as trustee (the
“Trustee” ) under the Indenture (as hereinafter
defined), VERTIS RECEIVABLES, LLC ( “VR” )
, and VERTIS, INC. ( “Vertis” or the
“Servicer” ) .
STATEMENT OF FACTS
I.
Pursuant to that certain Receivables
Purchase Agreement, dated as of December 9, 2002 (the
“Existing Receivables Purchase Agreement” )
between VR, Vertis and certain subsidiaries of Vertis
(collectively, the “Sellers” ) , VR has
purchased from time to time from the Sellers certain receivables
and related assets resulting from the sale of goods or the
provision of services to customers of the Sellers (collectively,
the “Receivables” ) .
II.
VR, as issuer, Vertis, as Servicer
and the Trustee have entered into an Amended and Restated Indenture
and Servicing Agreement (the “Indenture” ) dated
as of December 9, 2002, which provides for, among other
things, the issuance of certain Notes and the pledge of the
Receivables and certain other collateral to Trustee for the benefit
of Noteholders under the Indenture.
III.
Pursuant to Consent Agreements dated
as of November, 2005 with each Noteholder, VR has made arrangements
to pay
