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EXHIBIT 4.1(A)
FIRST SUPPLEMENTAL INDENTURE (the "Supplement"), dated as of
March 9, 1999, between Valassis Communications, Inc., a Delaware corporation
(the "Company"), and The Bank of New York, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company and the Trustee have executed and
delivered the Indenture, dated as of January 12, 1999 (the "Indenture"),
providing for the issuance thereunder by the Company, and the authentication and
delivery by the Trustee, of the Company's 6 5/8% Senior Notes due 2009 (the
"Notes");
WHEREAS, Section 901(g) of the Indenture authorizes the
Company and the Trustee, without the consent of any holder of the Notes, to
amend, from time-to-time, the Indenture by supplemental indenture for the
purposes therein set forth;
WHEREAS, the Company, by appropriate corporate action, has
determined to supplement the Indenture in the manner described below, and all
acts or proceedings necessary to authorize and constitute this Supplement a
valid and binding agreement in accordance with the terms hereof, have been done
and taken.
NOW, THEREFORE, in consideration of the premises herein, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders of the Notes from time-to-time, as follows:
Section 1. Indenture Supplement. Section 101 of the Indenture
shall be amending by adding the following defined terms:
"Treasury Rate" shall mean, as of any Redemption Date, the
yield to maturity as of such Redemption Date of the United
States Treasury securities with constant maturity (as compiled
and published in the most recent Federal Reserve Statistical
Release H. 15 (519) that has become publicly available at
least two business days prior to the Redemption Date (or, if
such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to
the period from the Redemption Date to January 15, 2009;
provided, however, that if the period from the Redemption Date
to January 15, 2009 is less than one year, the weekly average
yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used."
"Voting Stock" shall mean, with respect to any Person,
securities of any class or classes of Capital Stock in such
Person entitling the holders thereof (whether at all times or
only so long as no senior class of stock has voting power by
reason of any contingency) to vote in the election of members
of the board of directors of such Person."
Section 2. Indenture to Remain in Effect. The Indenture, as
amended and supplemented by this Supplement, shall remain in full force and
effect.
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Section 3. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
Section 4. Counterparts. This Supplement may be executed in
one or more counterparts, each of which shall be an original, but such
counterparts together shall construe one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
VALASSIS COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chairman of the Board, President
and Chief Executive Officer
THE BANK OF NEW YORK
By: /s/ X.X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
