Common use of Optional Payments and Modifications of Certain Debt Instruments Clause in Contracts

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments of principal and interest) under the Valassis Indenture Documents except to the extent permitted by Section 8.6(h), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); or (e) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may be.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes (other than regularly scheduled payments an exchange of principal and interest) under the Valassis Indenture Documents except Capital Stock of Holdings to the extent permitted by Section 8.6(hholders of the Senior Subordinated Notes for the cancellation of all or any portion of the Senior Subordinated Notes), or enter into any derivative or other transaction with any Derivatives Counterparty obligating Holdings, the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents Senior Subordinated Notes (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon, (ii) does not involve the payment of a material consent fee and (iii) would not reasonably be expected to materially increase the obligations of the obligor or could not otherwise be confer additional material rights on the holder of such Senior Subordinated Notes in a manner reasonably expected to have a Material Adverse Effectbe materially adverse to the interests of the Administrative Agent or the Lenders), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change preferred Equity in a manner that would (i) would extend set the scheduled redemption date prior to the date that is six months after the date of final maturity of the Term Loans or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve allow the payment holders of a material consent fee); such preferred Equity to redeem, at their option, prior to the date that is six months after the date of final maturity of the Term Loans or (ed) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “"Designated Senior Indebtedness” (or any other defined term having a similar purpose) Debt" for the purposes of the Valassis Indenture Documents or the Target Senior Subordinated Note Purchase Documents, as the case may beIndenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent permitted by Section 8.6(h)Senior Subordinated Notes, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents Senior Subordinated Notes (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effectfee), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of of, the Preferred Stock or the Certificate of the Borrower or any of its Subsidiaries Designation (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); provided that the Borrower shall not be prohibited hereby from decreasing, eliminating or reclassifying any authorized but unissued shares of Preferred Stock or (ed) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Senior Subordinated Note Purchase Documents, as the case may beIndenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent permitted by Section 8.6(h), Senior Subordinated Notes; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or Senior Subordinated Notes if the Target Note Purchase Documents (other than any effect of such amendment, modification, waiver or other change that is to increase the interest rate on the Senior Subordinated Notes, change (ito earlier dates) would extend the maturity or reduce the amount of any payment dates on which payments of principal thereof or reduce interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome on the rate Borrower), change the redemption, prepayment or extend defeasance provisions thereof, change the subordination provisions of the Senior Subordinated Notes (or any date for payment Guarantee thereof), or to increase materially the obligations of interest thereon and the Company thereunder or to confer any additional rights on the holders of the Senior Subordinated Notes (iior a trustee or other representative on their behalf) does not involve that would be adverse in any material respect to any Loan Party or the Lenders, or require the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); or (ec) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior IndebtednessDebt” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Senior Subordinated Note Purchase Documents, as the case may beIndenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent permitted Senior Subordinated Notes, any Permitted Refinancing Indebtedness in respect thereof or any other Subordinated Indebtedness; provided, however, that the Borrower may make an optional or voluntary payment, prepayment, repurchase or redemption in respect of, or otherwise optionally or voluntarily defease or segregate funds with respect to, the Senior Subordinated Notes so long as either (i) such transaction is consummated pursuant to the Tender Offer Documents as in effect on the Closing Date (or after giving effect to such amendments thereto as are not materially adverse to the interests of the Lenders) or (ii) such transaction is consummated after the expiry of the Tender Offer and the receipt by Section 8.6(h)the Borrower of the proceeds of the Tender Offer Term Loans, (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents Senior Subordinated Notes or any agreement or instrument governing any Subordinated Indebtedness or any Permitted Refinancing Indebtedness in respect of the Target Note Purchase Documents Senior Subordinated Notes (other than any such amendment, modification, waiver or other change relating to the Senior Subordinated Notes or any Permitted Refinancing Indebtedness in respect thereof that either (i) is effected pursuant to the Tender Offer Documents as in effect on the Closing Date (or after giving effect to such amendments thereto as are not materially adverse to the interests of the Lenders) or (ii) (A) would extend the maturity or reduce the amount of any payment of principal thereof or reduce Table of Contents the rate or extend any date for payment of interest thereon or eliminate covenants governing the terms thereof and (iiB) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); , or (ec) designate any Indebtedness (other than obligations of the Loan Parties pursuant under to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior IndebtednessDebt” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Senior Subordinated Note Indenture, any agreement or instrument governing any Permitted Refinancing Indebtedness in respect of the Senior Subordinated Notes or any agreement or instrument governing any other Subordinated Indebtedness (and the Obligations of the Loan Parties under the Loan Documents or the Target Note Purchase Documents, as the case may beshall be so designated).

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent Senior Subordinated Notes or any Senior Unsecured Notes, except as permitted by under Section 8.6(h7.2(f) or 7.6(e) (as applicable), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Senior Subordinated Notes, the Senior Subordinated Note Indenture Documents or the Target Note Purchase Documents Senior Unsecured Notes or any indenture related thereto or any agreement relating to Indebtedness refinancing, renewals or extending any of the foregoing (other than any such amendment, modification, waiver or other change pursuant to a refinancing of such Indebtedness permitted by Section 7.2(f) or that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effectfee), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, CREDIT AGREEMENT modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and thereon, (ii) does not involve the payment of a material consent fee); , (iii) converts such Preferred Stock into common shares of either Holdings or the Borrower or (eiv) is not otherwise adverse to the interests of the Lenders) or (d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or and the Valassis Indenture DocumentsSenior Unsecured Notes) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Senior Subordinated Note Purchase Documents, as the case may beIndenture.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer Except pursuant to make any payments (other than regularly scheduled payments of principal and interesti) under the Valassis Indenture Documents except Permitted Refinancings to the extent permitted by Section 8.6(h8.2(j) or Permitted Payments to the extent permitted by Section 8.6(d), make or offer to make any optional or voluntary payment, prepayment (including mandatory prepayment), repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any indebtedness of any Group Member (other than indebtedness permitted by Section 8.2(a), (b), (e) and (h) (to the extent such prepayment, repurchase or repurchase is in connection with a Permitted Refinancing), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis any Borrower Indenture Documents or the Target Note Purchase Documents any Subordinated Debt (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material thereon; provided, that, any consent fee or could not otherwise be reasonably expected to have a Material Adverse Effectpaid in connection therewith is on customary market terms), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Capital Stock of the Borrower or any of its Subsidiaries Group Member that is preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (iithereon; provided, that, any consent fee paid in connection therewith is on customary market terms) does not involve the payment of a material consent fee); or (ed) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of any Borrower Indenture, the Valassis Senior Note Indenture Documents or the Target Note Purchase Documents, as the case may beany Subordinated Debt Agreement.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Debt (other than regularly scheduled payments collectively “Restricted Debt Payments”) except for: (i) Permitted Refinancings; (ii) Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of principal and interestthe Available Amount on such date that the Borrower elects to apply to this clause (a)(ii); (iii) under Restricted Debt Payments in an aggregate amount not to exceed: (A) $15,000,000, plus (B) $15,000,000; minus the Valassis Indenture Documents except to the extent permitted by amount of Restricted Payments made in reliance on Section 8.6(h8.6(m), minus the amount of any Investments made in reliance on Section 8.7(e)(ii); (iv) Restricted Debt Payments in respect of the discharge of the Senior Notes on the Closing Date with the proceeds of the Term Loans borrowed on the Closing Date and a Qualified Public Offering; and (v) additional Restricted Debt Payments so long as, after giving effect thereto on a pro forma basis, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents any Junior Debt (other than any such amendment that is not materially adverse to the Lenders, it being agreed that any amendment, modification, waiver or other change that (i) that, in the case of any Junior Debt, would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does is not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except materially adverse to the extent permitted by Section 8.6(hLenders), ; or (diii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred any Qualified Capital Stock of the Borrower that would cause such Qualified Capital Stock to become Disqualified Capital Stock; and (c) amend, modify, waive or otherwise change, or consent or agree to any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend to, any of the scheduled redemption date or reduce the amount terms of any scheduled redemption payment or reduce the rate or extend Organizational Document of any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); or (e) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (Party or any other defined term having Pledged Company if such amendment, modification, waiver or change could reasonably be expected to have a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may beMaterial Adverse Effect.

Optional Payments and Modifications of Certain Debt Instruments. The Borrower will not, and will not permit any of its Subsidiaries to, (a) Make make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent permitted by Section 8.6(h), Material Indebtedness; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents Material Indebtedness (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effectfee), ; (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries preferred stock (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); or (ed) designate amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any financial or negative covenants, or defaults or events of default, in any Material Indebtedness that are more restrictive (other in respect of any Loan Party) than obligations of those set forth in the Loan Parties pursuant Documents (and without prejudice to the foregoing, the Borrower will, and will cause its Subsidiaries to, execute and deliver such amendments (in form and substance reasonably satisfactory to the Required Lenders) to the Loan Documents that the Administrative Agent or Required Lenders may require to incorporate such more restrictive (in respect of any Loan Party) provisions into the Valassis Indenture Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may be.

Optional Payments and Modifications of Certain Debt Instruments. The Borrower will not, and will not permit any of its Subsidiaries to, (a) Make make or offer to make any payments optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Notes (other than regularly scheduled payments with the net cash proceeds of any offerings of Equity Interests or refinancing, refunding, renewal or extension of such indebtedness (without increasing (other than by the costs, fees, and expenses and by accrued and unpaid interests and premium paid in connection with any such refinancing, renewal or extension), or shortening the maturity of, the principal amount thereof)) if at the time of and interest) under the Valassis Indenture Documents except immediately after effect has been given to such proposed action, an Event of Default shall occur and be continuing (or, based on pro forma financial reports after giving effect to the extent permitted by Section 8.6(hproposed action and any concurrent repayment of debt, would reasonably be expected to occur), ; or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or Senior Notes if the Target Note Purchase Documents (other than any effect of such amendment, modification, waiver or other change that would be to (i) would extend shorten the scheduled maturity date of the Senior Notes or reduce such other indebtedness, (ii) increase the frequency or amount of any amortization payment thereunder, (iii) impose a financial maintenance covenant, (iv) reduce the maximum principal amount of principal Secured Obligations permitted to be secured under the indentures governing the Senior Notes without triggering the equal and ratable provisions thereof or reduce the rate (v) impose any other restriction or extend any date for payment event of interest thereon and (ii) does default which is not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except also being offered to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock of the Borrower or any of its Subsidiaries (other than any such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of a material consent fee); or (e) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may beLenders concurrently.

Optional Payments and Modifications of Certain Debt Instruments. (a) Make or offer to make any payments (other than regularly scheduled payments optional or voluntary payment, prepayment, repurchase or redemption of principal and interest) under the Valassis Indenture Documents except or otherwise optionally or voluntarily defease or segregate funds with respect to the extent permitted by Section 8.6(h), Securitization Note; (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the material terms of the Valassis Indenture Documents or the Target Securitization Note Purchase Documents (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effectfee), ; or (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock ABL Facility Agreement other than as permitted under the Intercreditor Agreement; (d) make any cash (i) optional or voluntary payment, prepayment, repurchase or redemption of any Convertible Notes or (ii) optional payments on account of or for a sinking or other analogous fund for the repurchase, redemption, defeasance or other acquisition of any Convertible Notes, in each case other than a refinancing or refunding thereof with the proceeds of Indebtedness permitted under Section 6.2 (but if such Indebtedness is incurred in reliance upon Section 6.2(k), then (A) the differences between the documentation governing such new Section 6.2(k) Indebtedness and the Convertible Notes Documents shall be deemed to be modifications of the Borrower Convertible Notes Documents, which modifications must comply with the requirements of Section 6.9(e), and (B) after the consummation of such refinancing or refunding, such new documentation shall be deemed to be the “Convertible Notes Documents” for purposes of Section 6.9(e), and all amendments, supplements, modifications and waivers of such documentation shall be subject thereto); (e) make any amendment, supplement, modification or waiver of any of the terms of any Convertible Notes or the Convertible Notes Documents not expressly required pursuant to the terms of the Convertible Notes or the Convertible Notes Documents (i) which shortens the fixed maturity of or increases the aggregate principal amount thereof to an amount in excess of the aggregate amount of Convertible Notes permitted to be incurred pursuant to Section 6.2(k), or increases the rate or shortens the time of payment of interest on, or increases the amount or shortens the time of payment of any principal or premium payable, at a date fixed for prepayment or by acceleration or otherwise prior to maturity thereof or increases the amount of, or accelerates the time of payment of, any fees or other amounts payable in connection therewith to any holder thereof; (ii) which relates to any material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject Holdings, or any of its Subsidiaries Subsidiaries, to any more onerous or more restrictive provisions; or (other iii) which otherwise adversely affects the interests of the Lenders hereunder in any material respect; or (f) except in connection with a refinancing or refunding thereof permitted under Section 6.9(d), repurchase any Convertible Notes at any time when the Borrower has Excess Cash Flow in an amount less than any such amendmentthe outstanding Obligations; provided however that notwithstanding Section 6.9(d) and so long as no Default or Event of Default has occurred and is continuing, modificationand to the extent required as a result of the application of NASDAQ Rule 4350(i), waiver Holdings may pay, prepay, repurchase or other change that redeem Convertible Notes in an amount not to exceed (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and $15,000,000 plus (ii) does not involve the payment of a material consent fee); or (e) designate any Indebtedness (other than obligations 100% of the Loan Parties pursuant Net Cash Proceeds from the (x) incurrence by Borrower of any Permitted Junior Lien Debt and unsecured Indebtedness and (y) the issuance by Holdings of Capital Stock and Convertible Notes (in excess of the Convertible Notes outstanding as of the Restatement Effective Date), plus (iii) 50% of Consolidated Net Income for the period (treated as one accounting period) from the beginning of the last fiscal quarter of 2008 to end of the most recent fiscal quarter ending prior to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) date of such payment for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may bewhich financial statements are in existence.

Optional Payments and Modifications of Certain Debt Instruments. (ai) Make any optional or offer voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease any Junior Financing except for (x) payments in the aggregate pursuant to make this clause (i) not to exceed the Available Amount during the term of this Agreement, (y) the refinancing thereof with the Net Cash Proceeds of any payments Permitted Refinancing of any of the foregoing or any Indebtedness (other than regularly scheduled payments of principal and interest) under the Valassis Indenture Documents except Indebtedness that is owed to the extent permitted by Section 8.6(hBorrower or any Restricted Subsidiary), and (bz) the conversion of any Junior Financing to Capital Stock; provided that, in the case of (x), no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met; and (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Valassis Indenture Documents or the Target Note Purchase Documents any Junior Financing (other than any amendment that is not materially adverse to the Lenders and in any event any such amendment, modification, waiver or other change that (i) in the case of any Junior Indebtedness, would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and thereon. (iib) does not involve the payment of a material consent fee or could not otherwise be reasonably expected to have a Material Adverse Effect), (c) redeem, retire, defease, purchase or otherwise acquire the Existing Valassis Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except to the extent permitted by Section 8.6(h), (d) amendAmend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Preferred Stock any Organizational Document of the Borrower any Loan Party or any of its Subsidiaries (other than any Pledged Company if such amendment, modification, waiver or other change that (i) would extend the scheduled redemption date or reduce the amount of any scheduled redemption payment or reduce the rate or extend any date for payment of dividends thereon and (ii) does not involve the payment of could reasonably be expected to have a material consent fee); or (e) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents or the Valassis Indenture Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar purpose) for the purposes of the Valassis Indenture Documents or the Target Note Purchase Documents, as the case may beMaterial Adverse Effect.