ContractCredit Agreement • July 1st, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of February 20, 2015 (this “Amendment”) to the Credit Agreement (as defined below), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders signatory hereto (the “Extending Lenders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
Dated as of January 20, 2015 Among AMERICAN MEDIA, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent 7.000% SECOND LIEN SENIOR SECURED NOTES DUE 2020Indenture • January 26th, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
INDENTURE, dated as of January 20, 2015, by and among American Media, Inc., a Delaware corporation, the Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”) and as collateral agent (together with its successors and assigns, in such capacity, the “Collateral Agent”). References to the “Issuer” in this Indenture refer only to American Media, Inc. and not any of its Subsidiaries.
AMERICAN MEDIA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • Delaware
This Indemnification Agreement (“Agreement”), dated as of ________, 2014, is by and between American Media, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and [NAME] (the “Indemnitee”).
1 EXHIBIT 4.13 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of March 20, 1997, among MacFadden Holdings, L.P. ("Assignor"), Peter C. Callahan, Maynard Rabinowitz and Michael J. Boylan (each an "Assignee")....Assignment and Assumption Agreement • June 20th, 1997 • American Media Inc • Newspapers: publishing or publishing & printing
1 EXHIBIT 10.6 November 11, 1996 Mr. Iain Calder 6045 N.W. 22nd Avenue Boca Raton, Florida 33496 Dear Iain: This will confirm the agreement between you and American Media, Inc. modifying the terms of your Employment Agreement dated November 22, 1995....Employment Agreement • June 20th, 1997 • American Media Inc • Newspapers: publishing or publishing & printing
COLLATERAL AGREEMENTCollateral Agreement • January 26th, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
Reference is made to the Indenture dated as of January 20, 2015 (as further amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among American Media, Inc. (the “Issuer”), the subsidiaries of the Issuer party thereto as guarantors, Wilmington Trust, National Association, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”) and the Collateral Agent.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2014, is made and entered into by and among American Media, Inc., a Delaware corporation (“AMI”), the subsidiary guarantors listed on the signature pages hereto (the “Guarantors”), certain funds and accounts managed by Chatham Asset Management, LLC (as set forth under the caption “Chatham Parties” on Schedule A hereto, and collectively, the “Chatham Parties”) and Omega Charitable Partnership, L.P. (together with the Chatham Parties, the “Investors”).
AMENDMENT NO. 11 dated as of February 1, 2016, to that Employment Agreement dated November 1, 2004 (the "Agreement") by and between KEVIN HYSON (the "Executive") and AMERICAN MEDIA OPERATIONS, INC. (the "Company").Employment Agreement • July 29th, 2016 • American Media Inc • Newspapers: publishing or publishing & printing
AMENDMENT NO. 3, dated as of February 23, 2006, to that Employment Agreement dated April 2, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
AMENDMENT NO. 2, dated as of August 1, 2005, to that Employment Agreement dated April 2, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 30th, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 5, dated as of January 27, 2015 (this “Amendment”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto (the “Lenders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTURE Dated as of August 15, 2014 Between AMERICAN MEDIA, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent to the INDENTURE Dated as of October 2, 2013 Among AMERICAN MEDIA, INC., THE GUARANTORS...First Supplemental Indenture • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 15, 2014, between AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the “Trustee”).
AMENDMENT NO. 10, dated as of January 10, 2010, to that Employment Agreement dated April 1, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 29th, 2016 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 2, dated as of March 18, 2016 (this “Amendment”) to the Amended and Restated Revolving Credit Agreement dated as of February 20, 2015, as amended by the Amendment No. 1, dated as of February 12, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto (the “Lenders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTURE Dated as of March 18, 2016 Between AMERICAN MEDIA, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent to the INDENTURE Dated as of January 20, 2015 Between AMERICAN MEDIA, INC. and WILMINGTON...First Supplemental Indenture • June 29th, 2016 • American Media Inc • Newspapers: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of March 18, 2016, between AMERICAN MEDIA, INC., a Delaware corporation (the "Issuer"), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the "Trustee").
AMENDMENT NO. 11, dated as of November 1, 2011, to that Employment Agreement dated April 1, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
1 EXHIBIT 4.3 THIRD AMENDED AND RESTATED MEDIA PLEDGE AGREEMENT THIRD AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 5, 1998, made by AMERICAN MEDIA, INC. (formerly known as Enquirer/Star Group, Inc., the "PLEDGOR"), in favor of THE CHASE...Media Pledge Agreement • June 23rd, 1998 • American Media Inc • Newspapers: publishing or publishing & printing • New York
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 29th, 2016 • American Media Inc • Newspapers: publishing or publishing & printing • New York
This Note Purchase Agreement (this “Agreement”) is made and entered into as of March 21, 2016, by and among American Media, Inc., a Delaware corporation (the “Company”), the guarantors party to the Indenture (as defined below) (the “Guarantors”), Leon Cooperman, David Pecker and certain funds and accounts managed by Chatham Asset Management, LLC (as set forth under the caption “Chatham Parties” on Schedule A hereto, and collectively, the “Investors”). The Company, the Guarantors and the Investors are collectively referred to herein as the “Parties” and individually as a “Party,” as the context requires.
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 2, dated as of July 15, 2014 (this “Amendment”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto (the “Lenders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WAIVER TO REVOLVING CREDIT AGREEMENTWaiver to Revolving Credit Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WAIVER, dated as of July 3, 2014 (this “Waiver”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT NO. 12, dated as of January 2, 2014, to that Employment Agreement dated April 1, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
ContractEmployment Agreement • July 29th, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 3 (This "Amendment"), dated as of September 22, 2014 (the "Amendment Effective Date"), to that Employment Agreement dated March 2, 2009, as amended (the "Agreement"), by and between David J. Pecker (the "Executive") and American Media, Inc. (successor-in-interest to American Media Operations, Inc.) the "Company").
WAIVER TO REVOLVING CREDIT AGREEMENTWaiver Agreement • July 1st, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WAIVER AGREEMENT, dated as of February 17, 2015 (this “Waiver”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto (the "Lenders"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 3rd, 2023 • American Media Inc • Newspapers: publishing or publishing & printing
The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. The undersigned also agree that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of September 8, 2014, by and among American Media, Inc., a Delaware corporation (the “Company”), AMI Parent Holdings LLC (“Parent”), Chatham Asset Management, LLC, a Delaware limited liability company (“CAM”), on behalf of itself and Chatham Asset High Yield Master Fund, Ltd. and Chatham Eureka Fund, L.P. (collectively, the “Chatham Holders”), and Omega Charitable Partnership, L.P., a limited partnership organized in the Cayman Islands (the “Omega Holder” and, together with the Chatham Holders, the “Noteholders”). References in this Agreement to each Chatham Holder shall be deemed to include CAM, as such Chatham Holder’s duly authorized representative, for purposes of fulfilling the Chatham Holders’ obligations hereunder. The Company and the Noteholders are collectively referred to herein as the “Parties” and individually as a “Party,” as the context requires.
AMENDMENT NO. 4, dated as of April 4, 2006, to that Employment Agreement dated April 2, 2002 (the "Agreement") by and between David Bonnett (the "Executive") and AMERICAN MEDIA, INC. (the "Company").Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing
ContractCollateral Agent Joinder Agreement • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
COLLATERAL AGENT JOINDER AGREEMENT NO. 1 dated as of October 2, 2013 (the “Joinder Agreement”) to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of December 22, 2010 (the “Intercreditor Agreement”), among AMERICAN MEDIA, INC., a Delaware corporation (the “Borrower”), the GRANTORS party thereto, JPMORGAN CHASE BANK, N.A., as the Agent and Revolving Credit Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the First Lien Trustee and First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the Second Lien Trustee and Second Lien Collateral Agent, and each ADDITIONAL COLLATERAL AGENT from time to time party thereto.
WAIVER TO REVOLVING CREDIT AGREEMENTWaiver to Revolving Credit Agreement • August 20th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WAIVER, dated as of August 15, 2014 (this “Waiver”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
EXCHANGE AGREEMENTExchange Agreement • June 29th, 2016 • American Media Inc • Newspapers: publishing or publishing & printing • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of March 21, 2016, by and among American Media, Inc., a Delaware corporation (the “Company”), Omega Charitable Partnership, L.P. and certain funds and accounts managed by Chatham Asset Management, LLC (collectively, the “Noteholders”). The Company and the Noteholders are collectively referred to herein as the “Parties” and individually as a “Party,” as the context requires.
WAIVER AND AMENDMENTWaiver and Amendment • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WAIVER AND AMENDMENT (this “Amendment”), dated as of October 2, 2013, among AMERICAN MEDIA, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on Schedule I hereto (each a guarantor of the Company’s obligations under the Notes (as defined below) and collectively referred to herein as the “Guarantors”) and Chatham Asset Management, LLC (“CAM”) and Omega Charitable Partnership, L.P. (the “Omega Holder”). The holders of the Notes previously identified to the Company that are affiliated with CAM are referred to in this Agreement, collectively, as the “Chatham Holders”. Each Chatham Holder and the Omega Holder is referred to herein as a “Holder” and, collectively, as the “Majority Holders”. References in this Agreement to the Chatham Holders shall be deemed to include CAM, as such Holder’s duly authorized representative, for purposes of fulfilling the Chatham Holders’ obligations hereunder.
EMPLOYMENT AGREEMENT (David Bonnett)Employment Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • Florida
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 1, 2002 by and between American Media, Inc. (the “Company” or “AMI”) and David Bonnett (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • February 23rd, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of January 5, 2015, by and among American Media, Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company that are Guarantors (as defined below), Chatham Asset Management, LLC, a Delaware limited liability company (“CAM”), on behalf of itself and Chatham Asset High Yield Master Fund, Ltd., Chatham Eureka Fund, L.P. and Chatham Fund, LP (collectively, the “Noteholders”). References in this Agreement to each Noteholder shall be deemed to include CAM, as such Noteholder’s duly authorized representative, for purposes of fulfilling the Noteholders’ obligations hereunder. The Company and the Noteholders are collectively referred to herein as the “Parties” and individually as a “Party,” as the context requires.
ContractEmployment Agreement • February 23rd, 2015 • American Media Inc • Newspapers: publishing or publishing & printing
AMENDMENT NO. 5, dated as of September 24, 2014, to that Employment Agreement, dated March 8, 2010, as amended (the "Agreement"), by and between Christopher Polimeni (the "Executive") and AMERICAN MEDIA, INC. (successor-in-interest to American Media Operations, Inc.) the "Company").
ContractEmployment Agreement • November 14th, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of November 14, 2013 (the “Amendment Effective Date”), to that Employment Agreement dated March 2, 2009, as amended (the “Agreement”), by and between David J. Pecker (the “Executive”) and American Media, Inc. (successor-in-interest to American Media Operations, Inc.) (the “Company”).
ContractCollateral Agent Joinder Agreement • January 26th, 2015 • American Media Inc • Newspapers: publishing or publishing & printing • New York
COLLATERAL AGENT JOINDER AGREEMENT NO. 2 dated as of January 20, 2015 (the “Joinder Agreement”) to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of December 22, 2010 (the “Intercreditor Agreement”), among AMERICAN MEDIA, INC., a Delaware corporation (the “Borrower”), the GRANTORS party thereto, JPMORGAN CHASE BANK, N.A., as the Agent and Revolving Credit Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the First Lien Trustee and First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the Second Lien Trustee and Second Lien Collateral Agent, and each ADDITIONAL COLLATERAL AGENT from time to time party thereto.
