PLEDGE AGREEMENT dated as of [DATE], 1999, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the "BORROWER"), AMERICAN MEDIA, INC., a Delaware corporation ("HOLDINGS"), each subsidiary of Holdings listed on Schedule I hereto (each such...Pledge Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
1 EXHIBIT 2.4 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement"), dated as of May 7, 1999, between American Media, Inc., a Delaware corporation (together with its subsidiaries, the "Company"), and Evercore Advisors Inc., a Delaware...Management Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
Swaine & Moore, or at such other time and place as the parties hereto shall agree upon. (b) The "Restatement Effective Date" shall be specified by the Borrower, and shall be a date not later than January 23, 2003, as of which all the conditions set...Credit Agreement • January 27th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
1 Exhibit 4.3 AMERICAN MEDIA OPERATIONS, INC. 10 1/4% SENIOR SUBORDINATED NOTES DUE 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAmerican Media Operations Inc • June 28th, 1999 • Periodicals: publishing or publishing & printing • New York
GUARANTEE AGREEMENT dated as of May 7, 1999, among AMERICAN MEDIA, INC. ("HOLDINGS"), a Delaware corporation, each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "SUBSIDIARY" and, collectively, the...Guarantee Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENTCredit Agreement • June 26th, 2000 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (DAVID J. PECKER) AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated February 24, 2003 by and between American Media, Inc. (the "Company") and David J. Pecker (the "Executive")....Employment Agreement • June 6th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
ARTICLE IContribution Agreement • April 24th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • Delaware
1 Exhibit 4.1 AMERICAN MEDIA OPERATIONS, INC. 10 1/4% Senior Subordinated Notes due 2009 PURCHASE AGREEMENTMerger Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
1 EXHIBIT 4.5 SECURITY AGREEMENT SUPPLEMENT SECURITY AGREEMENT SUPPLEMENT, dated June 5, 1998, to the Security Agreement, dated as of June 7, 1989 (the "SECURITY AGREEMENT"), made by the Company and the corporations that are signatories thereto in...Security Agreement • June 23rd, 1998 • American Media Operations Inc • Periodicals: publishing or publishing & printing
1 EXHIBIT 4.10 AMENDMENT, dated as of March 20, 1997 (this "Amendment"), to and of the Third Amended and Restated Credit Agreement, dated as of November 10, 1994 (as amended, supplemented or otherwise modified from time to time, the "Credit...American Media Operations Inc • June 20th, 1997 • Periodicals: publishing or publishing & printing
EXHIBIT 4.1 EXECUTION COPY AMERICAN MEDIA OPERATIONS, INC. 87/8% Senior Subordinated Notes due 2011 INDENTURE Dated as of January 23, 2003 J.P. Morgan Trust Company, National Association as Trustee TABLE OF CONTENTSAmerican Media Operations Inc • January 27th, 2003 • Periodicals: publishing or publishing & printing • New York
1 Exhibit 99.1 EMPLOYMENT AGREEMENT (DAVID J. PECKER) EMPLOYMENT AGREEMENT (the "Agreement") dated February 16, 1999 by and between EMP Acquisition Corp., a Delaware corporation ("Newco") and David J. Pecker (the "Executive"). WHEREAS, Newco and...Employment Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Agreement") is entered into as of February 24, 2003 by and among EMP Group L.L.C., a Delaware limited liability company (the "Company"), and EMP Merger Corporation, a...Agreement and Plan of Merger • April 24th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 99.1 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 17th day of April, 2003, by and between American Media, Inc., a Delaware corporation (the "Company"), THL Managers V, LLC, a Delaware limited...Management Agreement • April 24th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
SECURITY AGREEMENT dated as of May 7, 1999, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the "BORROWER"), AMERICAN MEDIA, INC., a Delaware corporation ("HOLDINGS"), each subsidiary of Holdings listed on Schedule I hereto (each such...Security Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT dated as of January 30, 2006, among AMERICAN MEDIA, INC., AMERICAN MEDIA OPERATIONS, INC., The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and DEUTSCHE BANK SECURITIES INC., as Syndication AgentCredit Agreement • February 15th, 2006 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT dated as of January 30, 2006, among AMERICAN MEDIA, INC., AMERICAN MEDIA OPERATIONS, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 1The Agreement and Plan of Merger • April 24th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 2.1 PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • January 27th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of May 7, 1999, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the "BORROWER"), each subsidiary of American Media, Inc. listed on Schedule I hereto (each a "SUBSIDIARY" or a...Subrogation and Contribution Agreement • June 28th, 1999 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (Mike Rosenbloom) EMPLOYMENT AGREEMENT (the "Agreement") dated November 1, 1999 by and between American Media, Inc. (the "Company") and Mike Rosenbloom (the "Executive"). The Company, Executive, Globe International Publishing...Employment Agreement • June 26th, 2000 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (Kevin Hyson)Employment Agreement • March 23rd, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • Florida
EMPLOYMENT AGREEMENT (the “Agreement”) dated November 1, 2004 by and between American Media Operations, Inc. (the “Company” or “AMI”) and Kevin Hyson (the “Executive”).
April 13, 1999 Mr. David J. Pecker c/o Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Attn: Scott Price, Esq. Dear David: Reference is made to the employment agreement dated February 16, 1999 between EMP Acquisition...American Media Operations Inc • June 28th, 1999 • Periodicals: publishing or publishing & printing • New York
AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENTContribution Agreement • April 24th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing • Delaware
AMERICAN MEDIA OPERATIONS, INC. EXCHANGE AND REGISTRATION RIGHTS AGREEMENT December 13, 2007Exchange and Registration Rights Agreement • February 14th, 2008 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
American Media Operations, Inc., a Delaware corporation (the “Company”), proposes to issue, for each $1,000 outstanding principal amount of the Company’s 10 1/4% Series B Senior Subordinated Notes due 2009 (the “Existing Securities”) held by any holder of Existing Securities, $36.36 principal amount of 10 1/4% Series B Senior Subordinated Notes due 2009 (the “Additional Securities” and, together with the Existing Securities, the “Securities”). The Securities were issued pursuant to an Indenture dated as of February 14, 2002 (as supplemented, the “Indenture”), among the Company, certain of the Company’s subsidiaries as guarantors (the “Note Guarantors”) and HSBC Bank USA, National Association (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”). The Company issued $400,000,000 aggregate principal amount of Existing Securities and $14,544,000 aggregate principal amount of Additional Securities pursuant to the Indenture.
CONSENT AGREEMENTConsent Agreement • May 22nd, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
Consent Agreement, dated as of May 15, 2007 (this “Agreement”), by and among American Media Operations, Inc. (the “Company”) and each of the parties listed on the signature page hereto (each a “Bondholder”, and collectively, the “Bondholders”), relating to certain proposed amendments to the Indenture, dated as of February 14, 2002, as supplemented by the First Supplemental Indenture, dated as of December 30, 2002, the Second Supplemental Indenture, dated as of January 23, 2003, the Third Supplemental Indenture, dated as of March 17, 2006, the Fourth Supplemental Indenture, dated as of June 26, 2006, the Fifth Supplemental Indenture, dated as of August 18, 2006, the Sixth Supplemental Indenture, dated as of November 2, 2006, and the Seventh Supplemental Indenture, dated as of February 15, 2007 (as amended and supplemented, the “Indenture”), among the Company, the guarantors named therein (the “Note Guarantors”) and HSBC Bank USA, National Association (as successor in interest to JPMorga
EXHIBIT 4.10 REAFFIRMATION AND AMENDMENT AGREEMENT, dated as of January 23, 2003, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the "Borrower"), AMERICAN MEDIA, INC., a Delaware corporation ("Holdings"), each subsidiary of Holdings...Reaffirmation and Amendment Agreement • June 6th, 2003 • American Media Operations Inc • Periodicals: publishing or publishing & printing
EMPLOYMENT AGREEMENT (Thomas E. Severson, Jr.)Employment Agreement • February 9th, 2005 • American Media Operations Inc • Periodicals: publishing or publishing & printing • Florida
EMPLOYMENT AGREEMENT (the “Agreement”) dated December 15, 2004 by and between American Media Operations, Inc. (the “Company” or “AMI”) and Thomas E. Severson, Jr. (the “Executive”).
EMPLOYMENT AGREEMENT (Michael Porche)Employment Agreement • June 30th, 2008 • American Media Operations Inc • Periodicals: publishing or publishing & printing • Florida
EMPLOYMENT AGREEMENT (the “Agreement”) dated December 18, 2003 by and between Distribution Services, Inc. (“DSI”), a subsidiary of American Media Operations, Inc. (collectively referred to herein as the “Company” or “AMI”) and Michael Porche (the “Executive”).
CONSENT AGREEMENTConsent Agreement • May 22nd, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
Consent Agreement, dated as of May 15, 2007 (this “Agreement”), by and among American Media Operations, Inc. (the “Company”) and each of the parties listed on the signature page hereto (each a “Bondholder”, and collectively, the “Bondholders”), relating to certain proposed amendments to the Indenture, dated as of January 23, 2003, as supplemented by the First Supplemental Indenture, dated as of March 17, 2006, the Second Supplemental Indenture, dated as of June 26, 2006, the Third Supplemental Indenture, dated as of August 18, 2006, the Fourth Supplemental Indenture, dated as of November 2, 2006, and the Fifth Supplemental Indenture, dated as of February 15, 2007 (as amended and supplemented, the “Indenture”), among the Company, the guarantors named therein (the “Note Guarantors”) and HSBC Bank USA, National Association (as successor in interest to J.P. Morgan Trust Company, N.A.), a national banking association, as trustee (the “Trustee”).
ContractFifth Supplemental Indenture • February 16th, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”) dated as of February 15, 2007, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the “Company”), the Note Guarantors (defined on the signature pages hereto) and HSBC BANK USA, NATIONAL ASSOCIATION (as successor in interest to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION), a national banking association duly organized and existing under the laws of the United States of America, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2006, As Amended and Restated as of December 31, 2008 among AMERICAN MEDIA, INC., AMERICAN MEDIA OPERATIONS, INC., The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • February 19th, 2009 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2006, as Amended and Restated as of December 31, 2008, among AMERICAN MEDIA, INC., AMERICAN MEDIA OPERATIONS, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 23rd, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of January 23, 2003 (this “Supplemental Indenture”), among WEIDER PUBLICATIONS, LLC, a Delaware limited liability company, and SYL COMMUNICATIONS, a California corporation (collectively the “New Guarantors”), and AM AUTO WORLD WEEKLY, INC., a Delaware corporation, AMERICAN MEDIA CONSUMER ENTERTAINMENT INC., a Delaware corporation, AMERICAN MEDIA CONSUMER MAGAZINE GROUP, INC., a Delaware corporation, AMERICAN MEDIA DISTRIBUTION & MARKETING GROUP, INC., a Delaware corporation, AMERICAN MEDIA NEWSPAPER GROUP, INC., a Delaware corporation, AMERICAN MEDIA MINI MAGS, INC., a Delaware corporation, AMERICAN MEDIA PROPERTY GROUP, INC., a Delaware corporation, COUNTRY MUSIC MEDIA GROUP, INC., a Delaware corporation, DISTRIBUTION SERVICES, INC., a Delaware corporation, GLOBE COMMUNICATIONS CORP., a Delaware corporation, GLOBE EDITORIAL, INC., a Delaware corporation, MIRA! EDITORIAL, INC., a Delaware corporation, NATIONAL ENQUIRER, INC., a Florida corpo
ContractSeventh Supplemental Indenture • February 16th, 2007 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”) dated as of February 15, 2007, among AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation (the “Company”), the Note Guarantors (defined on the signature pages hereto) and HSBC BANK USA, NATIONAL ASSOCIATION (as successor in interest to JPMORGAN CHASE BANK, N.A.), a national banking association duly organized and existing under the laws of the United States of America, as trustee under the Indenture referred to below (the “Trustee”).
ContractAmerican Media Operations Inc • March 23rd, 2007 • Periodicals: publishing or publishing & printing
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of March 15, 2006 (this “Instrument”), by and among AMERICAN MEDIA OPERATIONS, INC., a corporation duly organized and existing under the laws of Delaware, having its principal office at 1000 American Media Way, Boca Raton, Florida 33464 (the “Issuer”), JPMORGAN CHASE BANK, N.A. (successor to JPMorgan Chase Bank), a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 4 New York Plaza, 15th Floor, New York, New York 10004, as resigning Trustee (the “Resigning Trustee”), and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 452 Fifth Avenue, New York, New York 10018, as successor Trustee (the “Successor Trustee”).
