FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of April 20, 2009 (this “Supplemental Indenture”), is entered into by and among Valassis Communications, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Valassis In-Store Solutions, Inc., a Delaware corporation (“Valassis In-Store”), Perimeter Marketing Company, a Delaware corporation (“Perimeter”; each of Valassis In-Store and Perimeter, a “New Subsidiary Guarantor” and, together, the “New Subsidiary Guarantors”), and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein that are not otherwise defined herein shall have the meanings assigned to such terms in the Indenture (as hereinafter defined). The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
WHEREAS, Section 4.16 of the Indenture provides that if the Company or any of its Restricted Subsidiaries shall organize, acquire, or otherwise invest in another Domestic Restricted Subsidiary (other than an Immaterial Subsidiary), then such Domestic Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms set forth in the Indenture;
WHEREAS, the New Subsidiary Guarantors desire to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such New Subsidiary Guarantors are dependent on the financial performance and condition of the Company and on such New Subsidiary Guarantors’ access to working capital through the Company’s access to revolving credit borrowings under the New Credit Agreement, as amended; and
WHEREAS, pursuant to Section 9.01(e) of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder.
1. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Guarantors and each other New Subsidiary Guarantor, fully, unconditionally and irrevocably, to guarantee the Company’s obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor.
2. Termination, Release and Discharge. Each New Subsidiary Guarantor’s Guarantee shall terminate and be of no further force or effect, and each New Subsidiary Guarantor shall be released and discharged from all obligations in respect of its Guarantee as and when provided in Article 11 of the Indenture.
3. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of the New Subsidiary Guarantors’ respective Guarantees or any provision contained herein or in Article 11 of the Indenture.
4. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Upon execution hereof by the Company, the New Subsidiary Guarantors and the Trustee, this Supplemental Indenture shall become effective. The provisions set forth in this Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplemental Indenture. The Indenture shall remain in full force and effect as modified by this Supplemental Indenture.
6. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, and by the different parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.
7. Headings. The headings used herein have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
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VALASSIS COMMUNICATIONS, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: | Xxxxxx X. Xxxxxxx | |
Title: | Chief Financial Officer | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Xxxx X. Xxxxxxx | |
Name: | Xxxx X Xxxxxxx | |
Title: | Vice President | |
PERIMETER MARKETING COMPANY, a Delaware corporation | ||
By: | /s/ Xxxxx Xxxx | |
Name: | Xxxxx Xxxx | |
Title: | Vice President | |
VALASSIS IN-STORE SOLUTIONS, INC., a Delaware corporation | ||
By: | /s/ Xxxxx Xxxx | |
Name: | Xxxxx Xxxx | |
Title: | Vice President |