AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
THIS AMENDMENT dated as of May 20, 1996, between Valassis Communications,
Inc. ('Company'), Comerica Bank, Westpac Banking Corporation and The Long-Term
Credit Bank of Japan, Ltd. (collectively, the 'Banks') and Comerica Bank, as
agent for the Banks (in such capacity, 'Agent').
RECITALS
A. Company, Banks and Agent entered into that certain Revolving Credit
Agreement dated as of August 11, 1995, as previously amended on December 15,
1995 ('Agreement').
B. Company, Banks and Agent desire to amend the Agreement as set forth
below.
NOW, THEREFORE, the parties agree as follows:
1. Section 6.4 of the Agreement is amended to read as follows:
'6.4 Net Worth. Maintain at all times Consolidated Net Worth of not
less than the following during the periods set forth below:
from December 31, 1995 through March 30, 1996:
($306,000,000) less the Net Worth Adjustment
from March 31, 1996 through June 29, 1996:
($303,000,000) less the Net Worth Adjustment
from June 30, 1996 through September 29, 1996:
($297,000,000) less the Net Worth Adjustment
from September 30, 1996 through December 30, 1996:
($293,000,000) less the Net Worth Adjustment
from December 31, 1996 through March 30, 1997:
($288,000,000) less the Net Worth Adjustment
from March 31, 1997 through June 29, 1997:
($283,000,000) less the Net Worth Adjustment
from June 30, 1997 through September 29, 1997:
($278,000,000) less the Net Worth Adjustment
from September 30, 1997 through December 30, 1997:
($273,000,000) less the Net Worth Adjustment
from December 31, 1997 through March 30, 1998:
($268,000,000) less the Net Worth Adjustment
from March 31, 1998 and thereafter:
($263,000,000) less the Net Worth Adjustment
'Net Worth Adjustment' shall mean as of any date of determination the
aggregate dollar amount paid by Company in
redemptions of the capital stock of Company to such date under clause (iii) of
Section 7.1 hereof.'
2. Section 7.1 of the Agreement is amended to read as follows:
'7.1 Capital Structure and Redemptions. Purchase, acquire or redeem
any of its capital stock other than (i) redemptions of the capital stock of
Company not to exceed $100,000 in aggregate purchase price during any
fiscal year of Company, provided that such stock is purchased solely for
the purpose of being subsequently transferred to members of Company's Board
of Directors who are not Affiliates or employees of Company or the
Company's Affiliates, as a component of their annual compensation and it is
held by Company as treasury stock until used for such purpose, (ii)
purchases, acquisitions or redemptions of the Stock of Company not to
exceed $2,000,000 in any fiscal year paid, provided that such stock is
purchased solely for use in connection with an employee benefit plan or
other employee incentive plan and is held by Company as treasury stock
until used for such purpose, and (iii) other redemptions of the capital
stock of Company not to exceed 5,000,000 shares of the capital stock of
Company in the aggregate, provided that the aggregate amount of such
redemptions made by Company under this clause (iii) plus the aggregate
amount of dividends paid by Company in accordance with clause (ii) of
Section 7.7 of this Agreement shall not exceed the following amount during
the periods set forth below:
Fiscal year 1996 $40,000,000
Fiscal year 1997 $50,000,000
Fiscal year 1998 $50,000,000.'
3. Section 7.7 of the Agreement is amended to read as follows:
'7.7 Dividends. Declare or pay any dividends in cash or property on or
make any other distribution in cash or property with respect to any shares
of its capital stock or other equity interests, whether by reduction of
stockholders' equity or otherwise, except for (i) dividends and other
distributions by Subsidiaries to Company and (ii) so long as immediately
prior thereto and after giving effect thereto no Default and Event of
Default has occurred and is continuing, cash dividends on the capital stock
of Company in an amount not to exceed $7,500,000 in the aggregate during
any fiscal quarter of Company, provided that the aggregate amount paid by
Company in
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redemptions of the capital stock of Company under clause (iii) of Section
7.1 plus the aggregate amount of dividends paid by Company in accordance
with this clause (ii) shall not exceed the following amount during the
periods set forth below:
Fiscal year 1996 $40,000,000
Fiscal year 1997 $50,000,000
Fiscal year 1998 $50,000,000.'
4. Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Company's corporate powers, have been duly
authorized, are not in contravention of law or the terms of Company's Articles
of Incorporation or Bylaws, and do not require the consent or approval of any
governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the continuing
representations and warranties of Company set forth in Sections 5.1 through 5.23
and 5.25 of the Agreement are true and correct on and as of the date hereof with
the same force and effect as if made on and as of the date hereof; (c) the
continuing representations and warranties of Company set forth in Section 5.24
of the Agreement are true and correct as of the date hereof with respect to the
most recent financial statements furnished to the Bank by Company in accordance
with Section 6.3 of the Agreement; and (d) no Default or Event of Default under
the Agreement, has occurred and is continuing as of the date hereof.
5. Except as expressly modified herein, all of the terms and conditions of
this Agreement shall remain in full force and effect. This Amendment may be
signed in counterparts.
COMERICA BANK, as Agent VALASSIS COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Its: First Vice President Its: Chief Financial Officer
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BANKS:
COMERICA BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Its: First Vice President
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WESTPAC BANKING CORPORATION
By: /s/ Xxxxx Xxxxx
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Its: Vice President
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THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. CHICAGO BRANCH
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Its: Vice President and Deputy General
Manager
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