FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS AMENDMENT dated as of December 15, 1995, by and among Valassis Communications, Inc., a Delaware corporation ('Company'), the Banks (as defined below) and Comerica Bank, as agent for the Banks (in such...

                 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
 
     THIS  AMENDMENT  dated  as of  December  15,  1995, by  and  among Valassis
Communications, Inc., a Delaware corporation ('Company'), the Banks (as  defined
below) and Comerica Bank, as agent for the Banks (in such capacity, 'Agent').
 
                                    RECITALS
 
     A.  Company,  Comerica  Bank, Westpac  Banking  Corporation,  the Long-Term
Credit  Bank  of  Japan,  Ltd.   Chicago  Branch  (individually  a  'Bank'   and
collectively  the 'Banks') and Agent entered  into that certain Credit Agreement
dated August 11, 1995 ('Credit Agreement').
 
     B. Company,  Banks  and Agent  desire  to  amend the  Credit  Agreement  to
increase  the Maximum  Subsidiary Investment  Amount (as  defined in  the Credit
Agreement).
 
     NOW, THEREFORE, the parties agree as follows:
 
     1. Section 7.17 of the Credit Agreement is amended to read as follows:
 
    'Maximum  Subsidiary  Investment  Amount.   Allow  the  Maximum   Subsidiary
    Investment  Amount  to exceed  Fifty  Million Dollars  ($50,000,000)  in the
    aggregate at any time.'
 
     2. The above amendment shall be effective as of December 15, 1995.
 
     3. Except as expressly modified hereby, all of the terms and conditions  of
the Credit Agreement shall remain in full force and effect.
 
     4.  This Amendment may  be executed in counterparts  and each executed copy
shall constitute an  original instrument, but  such counterparts shall  together
constitute but one and the same instrument.
 
     The parties execute this Amendment as of the date set forth above.
 
COMPANY:                                  VALASSIS COMMUNICATIONS, INC.
 
                                          By:  /s/ Xxxxx X. Xxxxxxx
                                               --------------------------
                                               Xxxxx X. Xxxxxxx
                                          Its: Secretary




 

 

AGENT:                           COMERICA BANK, as Agent

                                 By:  /s/ Xxxxx X. Xxxxxxxx
                                      --------------------------
                                      Xxxxx X. Xxxxxxxx
                                 Its: First Vice President
 
BANKS:                           COMERICA BANK
                                 By:  /s/ Xxxxx X. Xxxxxxxx
                                      --------------------------
                                      Xxxxx X. Xxxxxxxx
                                 Its: First Vice President
 
                                 WESTPAC BANKING CORPORATION

                                 By:  /s/ Xxxxx Xxxxx
                                      --------------------------
                                      
                                 Its: Vice President

                                 THE LONG-TERM CREDIT BANK OF
                                 JAPAN, LTD., CHICAGO BRANCH

                                 By:  /s/ Xxxx X. Xxxxxxxx
                                      --------------------------
                                      Xxxx X. Xxxxxxxx
                                 Its: Vice President and Deputy General Manager




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