LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NCH NUWORLD, L.L.C.Limited Liability Company Operating Agreement • June 28th, 2007 • VCI Electronic Coupons, Inc. • Services-direct mail advertising services • Delaware
This Limited Liability Company Agreement of NCH NuWorld, L.L.C. (the “Company”) is made as of March 27, 2000, among NuWorld Marketing Limited, a Delaware corporation, and Coupon Select, Inc., a California corporation, as initial members of the Company.
EXCHANGE AGENT & DEPOSITARY AGREEMENTDepositary Agreement • June 28th, 2007 • VCI Electronic Coupons, Inc. • Services-direct mail advertising services • New York
This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this day of , 2007 by and between Valassis Communications, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association having its principal corporate trust offices in Minneapolis, Minnesota (hereinafter referred to as “Wells Fargo”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALASSIS RELATIONSHIP MARKETING SYSTEMS, LLCLimited Liability Company Agreement • June 28th, 2007 • VCI Electronic Coupons, Inc. • Services-direct mail advertising services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT (this “Agreement”) of VALASSIS RELATIONSHIP MARKETING SYSTEMS, LLC (the “Company”), dated as of February 27, 2007, is entered into by and between RELATIONSHIP MARKETING GROUP, INC., a Delaware corporation (“RMGI”), and VCI DIRECT MAIL, INC., a Delaware corporation (“VCIDM”, and together with RMGI and any other members admitted to the Company from time to time in accordance with the provisions of this Agreement, the “Members”).
Letterhead Gaboriault & Pearsall, P.C.VCI Electronic Coupons, Inc. • June 28th, 2007 • Services-direct mail advertising services
We have acted as special local counsel to Relationship Marketing Group, Inc. a Connecticut corporation (“RMG”) in connection with the Guarantee Documents. We understand and acknowledge that Valassis intends to file this opinion as an exhibit to a registration statement on Form S-4 (the “Registration Statement”) with the Securities & Exchange Commission, relating to the exchange by Valassis of $540,000,000 aggregate principal amount of 8 1/4% Senior Notes due 2015, which are being registered under the Registration Statement (the “Exchange Notes”), for a like principal amount of Valassis’ outstanding, unregistered 8 1/4% Senior Notes due 2015, issued on March 2, 2007 (the “Original Notes”). The Original Notes have been, and the Exchange Notes will be, issued pursuant to the Indenture and guaranteed by the Subsidiary Guarantors pursuant to the Guarantee. In such capacity, we have reviewed and relied upon an original or copy of the Guarantee Documents dated as of March 2, 2007.
