<PAGE>
Exhibit 10.19
CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 AND
230.406
**** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT
REQUEST FILED SEPARATELY WITH THE COMMISSION
(SUNCHEMICAL LOGO)
SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
1879 Commerce Park East
Lancaster PA 17601
717 393 8330
717 392 8395 Fax
CUSTOMER
SUPPLY AND EQUIPMENT
AGREEMENT
THIS AGREEMENT is entered into effective March 1, 2004 between SUN
CHEMICAL
CORPORATION ("SUN CHEMICAL"), with offices at 135 West Lake St.,
Northlake, IL
60164; and Network Communications ("CUSTOMER"), with offices at
2305 Newpoint
Parkway.
1. PRODUCT SUPPLY
CUSTOMER agrees to purchase from SUN CHEMICAL **** of the products
set forth on
Appendix A, attached hereto or in total ink or coating purchases
(the
"PRODUCTS") for the term of this Agreement.
2. TERM
This Agreement shall continue through April 30, 2007. Thereafter,
it may be
extended upon the mutual written agreement of the parties
3. PRICING
Initial pricing will be as set forth in Appendix A and will not
change during
the first year of this Agreement. Thereafter, SUN CHEMICAL may
increase its
prices upon thirty (30) days' written notice. Network
Communications Inc
reserves the right to terminate this agreement if Sun Chemical is
not price
competitive, without further liability except for payment for
products used. A
**** discount will be paid annually to Network Communications
throughout the
life of this contract. The first pay out will occur in January of
2005.
4. PAYMENT TERMS
Payment terms for the duration of this agreement will be net thirty
30 days from
date of invoice. Payments not made according to these terms will
bear interest
from the date due at the lesser of (i) one percent (1%) per month
or (ii) the
maximum rate then legally permissible, until paid.
http://www.sunchemical.com
<PAGE>
(SUNCHEMICAL LOGO)
SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
1879 Commerce Park East
Lancaster PA 17601
717 393 8330
717 392 8395 Fax
5. VALUE SERVICES
Please see appendix B
6. LIMITED WARRANTY/LIMITATION ON LIABILITY
The PRODUCTS sold hereunder are warranted to be free from defects
in material
and workmanship and to comply with SUN CHEMICAL's written
specifications.
EQUIPMENT is provided subject to the manufacturer's standard
warranty. SUN
CHEMICAL DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR USE OR
PURPOSE. SUN CHEMICAL's sole obligation on account of breach of the
foregoing
warranty is to promptly replace or correct defective product at its
expense or,
at its option, to refund the purchase price thereof.
IN NO EVENT SHALL SUN CHEMICAL BE LIABLE FOR ANY LOSS OR DAMAGE,
DIRECT,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING OUT OF THE USE OF,
OR THE
INABILITY TO USE, PRODUCTS SOLD OR EQUIPMENT PROVIDED HEREUNDER,
WHETHER SUCH
DAMAGE RESULTS FROM BREACH OR WARRANTY, NEGLIGENCE OR ANY OTHER
CAUSE AND
WHETHER OR NOT SUN CHEMICAL KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH
LOSS OR DAMAGE.
Any EQUIPMENT of a third party shall be subject to such third
party's warranty
and CUSTOMER shall look only to such third party for claims and SUN
CHEMICAL
shall have no obligation or liability with respect thereto.
7. CONFIDENTIALITY
This Agreement, its subject matter and any and all information
disclosed by one
party to the other hereunder shall be considered confidential and
shall not be
disclosed or used for any unauthorized purpose by the receiving
party; provided,
however, that the foregoing prohibition shall not pertain to
information which
(a) is or hereafter enters the public domain thr
