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EXHIBIT 10.1(A)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment dated as of November 25, 1998 by and among Comerica
Bank, Xxxxxx Trust and Savings Bank and KeyBank National Association (the
"Revolving Credit Banks"), Comerica Bank, in its capacity as lender of the Swing
Line Credit ("Swing Line Bank") and together the Revolving Credit Bank
(collectively referred to as the "Banks"), Comerica Bank as agent for the Banks
(in such capacity "Agent"), and Valassis Communications, Inc., a Delaware
corporation ("Company").
R E C I T A L S:
1. Banks, Agent and Company entered into that certain Credit
Agreement dated as of November 16, 1998 ("Agreement").
2. Banks, Agent and Company desire to amend the Agreement as set
forth below.
The parties agree as follows:
1. The definition of "Revolving Credit Optional Increase" set
forth in Article 1 of the Agreement is amended to read as follows:
"'Revolving Credit Optional Increase' shall mean an amount up
to Sixty Million Dollars ($60,000,000)."
2. Schedule 9.4 of the Agreement is amended in its entirety to
read in the form of Schedule 9.4 annexed to this Amendment.
3. The above amendments shall be effective as of the date hereof.
4. Except as expressly modified hereby, all the terms and
conditions of the Agreement shall remain in full force and effect.
5. 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 Certificate 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 Section 7.1
through 7.7 and 7.19 through 7.22 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 7.18 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 8.3 of the Agreement; and (d) no
Event of Default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute an Event of Default under the
Agreement, has occurred and is continuing as of the date hereof.
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6. This Amendment may be executed in several counterparts and
each executed copy shall constitute an original instrument, but such
counterparts shall together constitute one in the same instrument.
COMPANY: VALASSIS COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Chief Financial Officer
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AGENT: COMERICA BANK, AS AGENT
By: /s/ M. Xxxx Xxxxxxxxx
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Its: Assistant Vice President
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REVOLVING CREDIT BANKS: COMERICA BANK
By: /s/ M. Xxxx Xxxxxxxxx
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Its: Assistant Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Law
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Its: Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President
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SWING LINE BANK: COMERICA BANK
By: /s/ M. Xxxx Xxxxxxxxx
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Its: Assistant Vice President
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