VERTIS INC
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>17
<FILENAME>a2106381zex-10_14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
<Page>

                                                                   EXHIBIT 10.14

                          WAIVER, CONSENT AND AMENDMENT

          Waiver, Consent and Amendment, dated as of May 30, 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 Deutsche Bank Trust Company Americas (f/k/a 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, the Company is contemplating issuing up to $300.0 million of
unsecured senior notes on or prior to July 31, 2002, which notes will be sold
pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as
amended, substantially on the terms set forth in that certain draft offering
memorandum dated May 30, 2002 which terms have been approved by the Agents (such
issuance, the "Senior Notes Issuance");

          WHEREAS, pursuant to Section 12.6 of the Credit Agreement, the Company
desires to have the Required Lenders waive certain provisions of the Credit
Agreement and consent to the departure of the Company therefrom and 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. WAIVER AND CONSENT. The Required Lenders hereby waive compliance by
the Company with and consent to the departure from the provisions of the Credit
Agreement (including, without limitation, Exhibit XIV to the Credit Agreement)
with respect to the Senior Note Issuance; provided that the proceeds of such
Senior Notes Issuance are applied as follows: First, to the repayment of $25
million of revolving credit borrowings under the Senior Credit Facility; Second,
to the payment of all fees and expenses relating to the Senior Notes Offering;
and Third, 50% of the remaining proceeds to the repayment of term loan
borrowings under the Senior Credit Facility and 50% of the remaining proceeds to
the repayment

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                                       -2-

of amounts outstanding under the Credit Agreement. The Required Lenders hereby
agree that the Senior Note Issuance or the application of the proceeds thereof
as described above shall not constitute an Event of Default or Potential Event
of Default under the Credit Agreement.

          2.   AMENDMENT.

               (a) SECTION 1.1. Section 1.1 of the Credit Agreement is hereby
          amended as follows:

                    (1) By adding the following definition in alphabetical order
               therein:

                    "Senior Note Offering" means the Company's issuance of
               senior notes in an aggregate principal amount not to exceed
               $300.0 million."

                    (2) The definition of "Trigger Date" is hereby amended as
               follows:

                    "Trigger Date" means July 31, 2002; provided, however, that
               if the Company has consummated the Senior Note Offering on or
               prior to July 31, 2002, then the Trigger Date will be extended to
               January 31, 2003."

                    (3) The definition of "A/R Facility" is hereby amended to
               read as follows:

               "A/R Facility" means the Receivable Purchase Agreement dated
               as of March 19, 1996, as amended among Holdings, certain
               subsidiaries of Holdings (including the Company) and BFP
               Receivables Corporation in each case as such agreement may be
               amended (including any amendment and restatement thereof),
               supplemented or otherwise modified from time to time, including
               any agreement extending the term thereof of, or any successor or
               replacement agreement, including, without limitation, any
               agreement or agreements governing a Qualified Receivables
               Transaction (as defined in Exhibit XIV to the Credit
               Agreeement)."

               (b) EXHIBIT XIV. Exhibit XIV to the Credit Agreement is hereby
          amended as follows:

                    (1) The section entitled "Certain Definitions" is hereby
               amended by adding the following definition in alphabetical order
               therein:

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                                       -3-

                    "Senior Notes" means the Company's senior notes issued
               between May 1, 2002 and July 31, 2002 in an aggregate principal
               amount not to exceed $300.0 million.

                    (2) The definition of "Permitted Indebtedness" is hereby
               amended by (1) deleting the word "and" at the end of clause (14)
               thereof and replacing it with a semicolon, and (2) deleting the
               period at the end of clause (15) thereof and replacing it with a
               semicolon and the word "and" and (3) adding a new clause (16)
               thereto which reads as follows, "Indebtedness of the Company
               represented by the Senior Notes and guarantees of the Senior
               Notes by certain of the Company's Restricted Subsidiaries."

                    (3) The definition of "A/R Facility" is hereby amended in
               its entirety to read as follows:

               "A/R Facility" means the Receivable Purchase Agreement dated as
               of March 19, 1996, as amended among Holdings, certain
               subsidiaries of Holdings (including the Company) and BFP
               Receivables Corporation in each case as such agreement may be
               amended (including any amendment and restatement thereof),
               supplemented or otherwise modified from time to time, including
               any agreement extending the term thereof of, or any successor or
               replacement agreement, including, without limitation, any
               agreement or agreements governing a Qualified Receivables
               Transaction."

          3. 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 and the documentation contemplated hereby,
including the reasonable fees and out-of-pocket expenses of Cahill Gordon &
Reindel, counsel for the Agents and Lenders, with respect thereto.

          4. 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, including but not limited to
Section 5.12 thereof, 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.

          5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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                                       -4-

          6. 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.

          7. 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.

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                                       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.
                                            Title:  Senior Vice President

<Page>

                                       S-2


                                       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

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                                       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
                                          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, III
                                            Title:  Senior Vice President

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                                       S-4


                                       LENDERS:

                                       DEUTSCHE BANK TRUST CORPORATION


                                       By:  /s/ David J. Flannery
                                            --------------------------------
                                            Name:   David J. Flannery
                                            Title:  Managing Director


                                       JP MORGAN CHASE BANK


                                       By:  /s/ Randolph E. Cates
                                            --------------------------------
                                            Name:   Randolph E. Cates
                                            Title:  Vice President


                                       BANC OF AMERICA BRIDGE LLC


                                       By:  /s/ S. Paul Trapani, III
                                            --------------------------------
                                            Name:   S. Paul Trapani, III
                                            Title:  Senior Vice President


                                       ARCHIMEDES FUNDING III, LTD.


                                       By:  ING Capital Advisors LLC,
                                             as Collateral Manager


                                       By:  /s/ Jane Musser Nelson
                                            --------------------------------
                                            Name:   Jane Musser Nelson
                                            Title:  Managing Director

<Page>

                                       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:  /s/ Scott D. Krase
                                            --------------------------------
                                            Name:   Scott D. Krase
                                            Title:  Authorized Signatory


                                       D.K. ACQUISITION PARTNERS, L.P.

                                       By:  M.H. Davidson & Co.,
                                              its General Partner

                                       By:  /s/ Thomas Kempner
                                            --------------------------------
                                            Name:   Thomas Kempner
                                            Title:  Partner


                                       FRANKLIN FLOATING RATE TRUST


                                       By:   /s/ RiCHARD HsU
                                            --------------------------------
                                            Name:   Richard Hsu
                                            Title:  Vice President

<Page>

                                       S-6


                                       TCW LEVERAGED INCOME TRUST, L.P.


                                       By:  TCW Advisers (Bermuda), Ltd.
                                             as Investment Adviser

                                       By:  /s/ Mark L. Gold
                                            --------------------------------
                                            Name:   Mark L. Gold
                                            Title:  Managing Director

                                       By:  TCW Investment Management Company,
                                             as Investment Adviser

                                       By:  /s/ Jonathan R. Insull
                                            --------------------------------
                                            Name:   Jonathan R. Insull
                                            Title:  Managing Director


                                       TCW LEVERAGED INCOME TRUST II, L.P.


                                       By:  TCW Advisers (Bermuda), Ltd.
                                             as General Partner

                                       By:  /s/ Mark L. Gold
                                            --------------------------------
                                            Name:   Mark L. Gold
                                            Title:  Managing Director

                                       By:  TCW Investment Management Company,
                                             as Investment Adviser

                                       By:  /s/ Jonathan R. Insull
                                            --------------------------------
                                            Name:   Jonathan R. Insull
                                            Title:  Managing Director

<Page>

                                       S-7


                                       FLEET CORPORATE FINANCE, INC.


                                       By:  /s/ Timothy C. Shoyer
                                            --------------------------------
                                            Name:   Timothy C. Shoyer
                                            Title:  Vice President


                                       MERRILL LYNCH GLOBAL INVESTMENT
                                         SERIES:  INCOME STRATEGIES
                                         PORTFOLIO


                                       By: Merrill Lynch Asset Management, L.P.,
                                            as Investment Advisor

                                       By:  /s/ Jaimin Patel
                                            --------------------------------
                                            Name:   Jaimin Patel
                                            Title:  Authorized Signatory

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