8 1/4% Senior Notes due 2015Valassis Communications Inc • March 8th, 2007 • Services-advertising • New York
This Indenture, dated as of March 2, 2007, is by and among VALASSIS COMMUNICATIONS, INC., a Delaware corporation (the “Company”), the initial guarantors listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among VALASSIS COMMUNICATIONS, INC. THE GUARANTORS PARTY HERETO and BEAR, STEARNS & CO. INC. BANC OF AMERICA SECURITIES LLC March 2, 2007Registration Rights Agreement • March 8th, 2007 • Valassis Communications Inc • Services-advertising • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2007, by and among Valassis Communications, Inc., a Delaware corporation (the “Company”), each of the guarantors listed on Schedule I hereto (the “Guarantors”) and Bear, Stearns & Co. Inc. and Banc of America Securities LLC (together, the “Initial Purchasers”). The Initial Purchasers have agreed to purchase the Company’s 8 1/4% Senior Notes due 2015 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
CREDIT AGREEMENT among VALASSIS COMMUNICATIONS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Syndication Agent, THE ROYAL BANK OF SCOTLAND PLC, JPMORGAN CHASE BANK, N.A. and GENERAL ELECTRIC CAPITAL...Credit Agreement • March 8th, 2007 • Valassis Communications Inc • Services-advertising • New York
CREDIT AGREEMENT, dated as of March 2, 2007 among (a) VALASSIS COMMUNICATIONS, INC., a Delaware corporation (“Valassis” or “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), (c) BEAR, STEARNS & CO. INC., as joint bookrunner and joint lead arranger (“Bear Stearns”), (d) BANC OF AMERICA SECURITIES LLC, as joint bookrunner and as joint lead arranger (in such capacity, together with Bear Stearns, collectively, the “Joint Lead Arrangers”), (e) BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), (f) THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agent, JPMORGAN CHASE BANK, N.A., as co-documentation agent, GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agent (in such capacity, collectively, the “Documentation Agent”), and (g) BEAR STEARNS CORPORATE LENDING INC. (“BSCL”), as administrative agent (in such capacity, the “Administrative Agent”) and as coll
SECOND SUPPLEMENTAL INDENTURE dated as of March 2, 2007 to that certain INDENTURE dated as of January 12, 1999 between VALASSIS COMMUNICATIONS, INC. as Issuer, and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee relating to the Issuer’sSecond Supplemental Indenture • March 8th, 2007 • Valassis Communications Inc • Services-advertising • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 2, 2007 (this “Supplement”), is entered into between Valassis Communications, Inc., a Delaware corporation (the “Company”), having its principal office at 19975 Victor Parkway, Livonia, Michigan 48152, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture (as hereinafter defined).
FIRST SUPPLEMENTAL INDENTURE dated as of March 2, 2007 to that certain INDENTURE dated as of May 22, 2003 between VALASSIS COMMUNICATIONS, INC. as Issuer, and BNY MIDWEST TRUST COMPANY as Trustee relating to the Issuer’s Senior Convertible Notes Due 2033First Supplemental Indenture • March 8th, 2007 • Valassis Communications Inc • Services-advertising • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 2, 2007 (this “Supplement”), is entered into between Valassis Communications, Inc., a Delaware corporation (the “Company”), having its principal office at 19975 Victor Parkway, Livonia, Michigan 48152, and BNY Midwest Trust Company, an Illinois trust company, as Trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture (as hereinafter defined).
GUARANTEE, SECURITY AND COLLATERAL AGENCY AGREEMENT made by VALASSIS COMMUNICATIONS, INC. and certain of its Subsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC., as Collateral Agent Dated as of March 2, 2007Assumption Agreement • March 8th, 2007 • Valassis Communications Inc • Services-advertising • New York
GUARANTEE, SECURITY AND COLLATERAL AGENCY AGREEMENT, dated as of March 2, 2007 (together with all amendments, supplements or other modifications, if any, from time to time, this “Agreement”), by each of the parties signatory hereto as grantors (together with any other entity that may become a party hereto as a grantor as provided herein, the “Grantors”), in favor of BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”), in its capacity as collateral agent acting pursuant to this Agreement for the benefit of the Secured Parties (in such capacity, the “Collateral Agent”).
