REGISTRATION RIGHTS AGREEMENT Dated as of January 28, 2011 By and Among VALASSIS COMMUNICATIONS, INC., THE GUARANTORS NAMED HEREIN and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDRegistration Rights Agreement • February 3rd, 2011 • Valassis Communications Inc • Services-advertising • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 28, 2011, by and among Valassis Communications, Inc., a Delaware corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers named on Schedule A hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6 5/8% Senior Notes due 2021 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
6 5/8% SENIOR NOTES DUE 2021Supplemental Indenture • February 3rd, 2011 • Valassis Communications Inc • Services-advertising • New York
INDENTURE, dated as of January 28, 2011, among Valassis Communications, Inc., a Delaware corporation, as issuer, the Subsidiaries of the Company listed on the signature page hereto and Wells Fargo Bank, National Association, a national banking association, as trustee.
THIRD SUPPLEMENTAL INDENTURE dated as of January 28, 2011 with respect to the: INDENTURE Dated as of March 2, 2007 by and among VALASSIS COMMUNICATIONS, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION,...Third Supplemental Indenture • February 3rd, 2011 • Valassis Communications Inc • Services-advertising • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of January 28, 2011, by and among Valassis Communications, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors party hereto (the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) for the Company’s 8 1/4% Senior Notes due 2015 (the “Notes”).
