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 Wells 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.
W I T N E S S E T H:
WHEREAS, the
Company, the existing Guarantors and the Trustee have heretofore
become parties to an indenture (as amended, supplemented, waived or
otherwise modified, the “ Indenture ”), dated as
of March 2, 2007, providing for the issuance of the
Company’s 8 1 / 4 % Senior Notes due 2015 (the
“ Notes ”);
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.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New
Subsidiary
