June 23, 1997
Comerica Bank
Xx. Xxxxxxx X. Xxxxxxx
Xxxxxxxx Communications, Inc.
00000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Waiver regarding Revolving Credit Agreement dated as of August 11,
1995 as amended ('Credit Agreement')
Dear Xx. Xxxxxxx:
Having received approval and authorization from the Majority Banks, the
Agent hereby confirms the waiver ('Waiver') by the Agent and the Majority Banks
of Valassis Communications, Inc.'s ('VCI') noncompliance with the provisions of
Section 7.10 of the Credit Agreement and any Event of Default under Section
8.1(k) of the Credit Agreement arising solely as a result of the transaction
described in your letter to Comerica Bank dated June 16, 1997, a copy of which
is annexed hereto.
This Waiver shall not be deemed to amend or alter in any respect the terms
of the Credit Agreement or any of the other Loan Documents (including without
limitation all conditions or requirements for Advances, and any other financial
or other covenants), or to constitute a waiver or release by any of the Banks or
Agent of any right, remedy, Default or Event of Default under the Credit
Agreement or any of the other Loan Documents, except as expressly set forth
above.
Except as specifically defined to the contrary herein, capitalized terms
used in this Waiver shall have the meanings given them in the Credit Agreement.
This Waiver shall not become effective unless and until countersigned by VCI (in
the space provided below) and returned to the Agent within five (5) Business
Days from the date of this letter.
Very truly yours,
COMERICA BANK
By: Xxxxxx X. Xxxxxxx
-------------------.
Its: Vice President
VCI hereby acknowledges the Waiver
on the foregoing terms this 25th
day of June, 1997:
VALASSIS COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
By: Xxxxx X. Xxxxxxx, Esq.
Its: Secretary
[LOGO of Valassis Communications]
June 16, 1997
Xx. Xxxx Xxxxxxxxx
Comerica Bank
P.O. Box 75000
Detroit, MI 48275-3327
Dear Xxxx:
As you know, Valassis Communications announced on June 6 that we have filed a
Form S-3 Registration Statement with the Securities and Exchange Commission.
This Statement was filed because Conpress International (Netherlands Antilles)
N.V., an affiliate of Consolidated Press Holdings Limited, is planning to sell
approximately 13 million of its 20.2 million shares of Valassis common stock.
This sale will reduce their interest from approximately 50% to less than 18%.
This transaction will trigger an Event of Default under Section 8.1(k) of our
Revolving Credit Agreement. In addition, since Valassis has entered into an
agreement to assist Conpress with the registration and sale of these shares,
this may fail the negative covenant text found in Section 7.10 (preventing
transactions with affiliates). In order to avoid default, we are requesting that
the Bank Group issue a waiver on this entire transaction as soon as possible
since this sale is expected to occur by early July. Ideally, this waiver should
also specifically refer to these two sections so that there is no confusion.
I have attached a copy of the press release announcing this transaction for your
reference. Please note that Valassis will not receive any of the proceeds of
this offering.
As always, I appreciate the Bank Group's prompt response in responding to our
request. If you or the other banks have any questions, please call me at (313)
000-0000.
Sincerely,
VALASSIS COMMUNICATIONS, INC.
Xxxxxxx X. Xxxxxxx
Assistant Treasurer
PMR/dmr
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