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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 MANHATTAN BANK (as successor to
Chemical Bank ("CHEMICAL")) as agent (in such capacity the "AGENT") for the
banks (the "BANKS") parties to the Fourth Amended and Restated Credit Agreement,
dated as of June 5, 1998 (as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among AMERICAN MEDIA OPERATIONS, INC.
(formerly known as Enquirer/Star, Inc.), a Delaware corporation (the "COMPANY"),
certain of its subsidiaries, the Banks and the Agent.
W I T N E S S E T H:
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WHEREAS, the Company, certain banks and Chemical, as agent for
such banks, are parties to the Third Amended and Restated Credit Agreement,
dated as of November 10, 1994 (as further amended, the "EXISTING CREDIT
AGREEMENT");
WHEREAS, it was a condition precedent to the effectiveness of
the Existing Credit Agreement that the Pledgor execute and deliver the Second
Amended and Restated Group Pledge Agreement dated as of November 21, 1994 (as
heretofore amended, modified or supplemented, the "EXISTING PLEDGE AGREEMENT");
WHEREAS, the Company has requested that the Existing Credit
Agreement be amended and restated to extend the final maturity and restructure
the amortization schedule of the Existing Term Loans (as defined in the Credit
Agreement) and extend the availability of the Revolving Credit Commitments (as
defined in the Credit Agreement) and to make certain other changes to the
Existing Credit Agreement and, to effect the foregoing, the Company has entered
into the Credit Agreement with the other parties thereto; and
WHEREAS, it is a condition precedent to the effectiveness of
the Credit Agreement that the Pledgor shall have amended and restated the
Existing Pledge Agreement as set forth in this Pledge Agreement;
NOW, THEREFORE, in consideration of the premises and to induce
the Agent and the Banks to enter into the Credit Agreement, the Pledgor hereby
agrees with the Agent, for the ratable benefit of the Banks that the Existing
Pledge Agreement shall be amended and restated to read in its entirety as
follows:
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1. DEFINED TERMS. Unless otherwise defined herein, terms which
are defined in the Credit Agreement and used herein are so used as so defined,
and the following terms shall have the following meanings:
"CODE" means the Uniform Commercial Code from time to time in
effect in the State of New York.
"COLLATERAL" means the Pledged Stock and all Proceeds.
"INVESTMENT VEHICLE" as defined in subsection 6(f)(i).
"OBLIGATIONS" means (a) the unpaid principal of and interest
on (including interest accruing on or after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Company, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding)
the Notes and all other obligations and liabilities of the Company to
the Agent and the Banks, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, the
Credit Agreement, the Notes, the other Credit Documents to which the
Company is a party or this Pledge Agreement and any other document
made, delivered or given in connection therewith or herewith, whether
on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including, without limitation, all fees
and disbursements of counsel to the Agent or to the Banks that are
required to be paid by the Company pursuant to the terms of the Credit
Agreement or this Pledge Agreement) or otherwise and (b) all
obligations and liabilities of the Company to any Bank under or in
connection with any Interest Rate Hedge Agreement.
"PLEDGE AGREEMENT" means this Third Amended and Restated Group
Pledge Agreement, as amended, supplemented or otherwise modified from
time to time.
"PLEDGED STOCK" means the shares of capital stock of the
Company listed on Schedule I hereto, together with all stock
certificates, options or rights of any nature whatsoever that may be
issued or granted by the Company to the Pledgor while this Pledge
Agreement is in effect.
"PROCEEDS" means all "proceeds" as such term is defined in
Section 9-306(1) of the Uniform Commercial Code in effect in the State
of New York on the date hereof and, in any event, shall include,
without limitation, all dividends or other income from the Pledged
Stock, collections thereon or distributions with respect thereto.
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2. PLEDGE; GRANT OF SECURITY INTEREST. The Pledgor has
delivered or hereby delivers to the Agent, for the ratable benefit of the Banks,
all the Pledged Stock and hereby
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grants to the Agent, for the ratable benefit of the Banks, a first security
interest in the Collateral, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.
3. STOCK POWERS. Concurrently with the delivery to the Agent
of each certificate representing one or more shares of Pledged Stock to the
Agent, the Pledgor has delivered or shall deliver an undated stock power
covering such certificate, duly executed in blank by the Pledgor with, if the
Agent so requests, signature guaranteed.
4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants that:
(a) the Pledgor has the power and authority and the legal
right to execute and deliver, to perform its obligations under, and to
grant the Lien on the Collateral pursuant to, this Pledge Agreement and
has taken all necessary action to authorize its execution, delivery and
performance of, and grant of the Lien on the Collateral pursuant to,
this Pledge Agreement;
(b) this Pledge Agreement constitutes a legal, valid and
binding obligation of the Pledgor enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law);
(c) the execution, delivery and performance of this Pledge
Agreement will not violate any provision of any Requirement of Law or
Contractual Obligation of the Pledgor and will not result in the
creation or imposition of any Lien on any of the properties or revenues
of the Pledgor pursuant to any Requirement of Law or Contractual
Obligation, except as contemplated hereby;
(d) no consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority and no
consent of any other Person (including, without limitation, any partner
or creditor of the Pledgor or stockholder or creditor of the issuer),
is required in connection with the execution, delivery, performance,
validity or enforceability of this Pledge Agreement;
(e) no litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the
knowledge of the Pledgor, threatened by or against the Pledgor or
against any of its properties or revenues with respect to this Pledge
Agreement or any of the transactions contemplated hereby;
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(f) the shares of Pledged Stock listed on Schedule I
constitute all of the issued and outstanding shares of all classes of
the capital stock of the Company as of the date hereof;
(g) all the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable;
(h) the Pledgor is the record and beneficial owner of, and has
good and marketable title to, the Pledged Stock listed on Schedule I,
free of any and all Liens or options in favor of, or claims of, any
other Person, except the Lien created by this Pledge Agreement; and
(i) upon delivery to the Agent of the stock certificates
evidencing the Pledged Stock, the Lien granted pursuant to this Pledge
Agreement will constitute a valid, perfected first priority Lien on the
Pledged Stock, enforceable as such against all creditors of the Pledgor
and any Persons purporting to purchase any Collateral from the Pledgor.
5. AFFIRMATIVE COVENANTS. The Pledgor covenants and agrees
with the Agent and the Banks that, from and after the date of this Pledge
Agreement until the Obligations are paid in full and the Commitments are
terminated:
(a) if the Pledgor shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate
representing a stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion of, or in
exchange for any shares of the Pledged Stock, or otherwise in respect
thereof, the Pledgor shall accept the same as the agent of the Agent
and the Banks, hold the same in trust for the Agent and the Banks and
deliver the same forthwith to the Agent in the exact form received,
duly indorsed by the Pledgor to the Agent, if required, together with
an undated stock power covering such certificate duly executed in blank
by the Pledgor and with, if the Agent so requests, signature
guaranteed, to be held by the Agent, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums paid upon
or in respect of the Pledged Stock upon the liquidation or dissolution
of the Company shall be paid over to the Agent to be held by it
hereunder as additional collateral security for the Obligations, and in
case any distribution of capital shall be made on or in respect of the
Pledged Stock or any property shall be distributed upon or with respect
to the Pledged Stock pursuant to the recapitalization or
reclassification of the capital of the Company or pursuant to the
reorganization thereof, the property so distributed shall be delivered
to the Agent to be held by it hereunder as additional collateral
security for the Obligations. If any sums of money or property so paid
or distributed in respect of the Pledged Stock shall be received by the
Pledgor, the Pledgor shall,
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until such money or property is paid or delivered to the Agent, hold
such money or property in trust for the Banks, segregated from other
funds of the Pledgor, as additional collateral security for the
Obligations;
(b) at any time and from time to time, upon the written
request of the Agent, and at the sole expense of the Pledgor, the
Pledgor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Agent
may reasonably request for the purposes of obtaining or preserving the
full benefits of this Pledge Agreement and of the rights and powers
herein granted. If any amount payable under or in connection with any
of the Collateral shall be or become evidenced by any promissory note,
other instrument or chattel paper, such note, instrument or chattel
paper shall be immediately delivered to the Agent, duly endorsed in a
manner satisfactory to the Agent, to be held as Collateral pursuant to
this Pledge Agreement;
(c) the Pledgor agrees to pay, and to save the Agent and the
Banks harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamps, excise, sales
or other taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.
6. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default
shall have occurred and be continuing and the Agent shall have given notice to
the Pledgor of the Agent's intent to exercise its corresponding rights pursuant
to paragraph 9 below, the Pledgor shall be permitted to receive and retain all
cash dividends paid, to the extent permitted by the Credit Agreement, in respect
of the Pledged Stock. Unless an Event of Default shall have occurred and be
continuing and the Agent shall have given notice to the Pledgor of the Agent's
intent to exercise its corresponding rights pursuant to paragraph 9 below, the
Pledgor shall be permitted to exercise all voting and corporate rights with
respect to the Pledged Stock, PROVIDED, HOWEVER, that no vote shall be cast or
corporate right exercised or other action taken which, in the Agent's reasonable
judgment, would impair the Collateral or which would be inconsistent with or
result in any violation of any provision of the Credit Agreement, the Notes, the
other Credit Documents to which the Company is a party or this Pledge Agreement.
7. RIGHTS OF THE BANKS AND THE AGENT. (a) If an Event of
Default shall occur and be continuing and the Agent shall give notice of its
intent to exercise such rights to the Pledgor, the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as the Agent may determine.
If an Event of Default shall have occurred and be continuing and the Agent shall
give notice of its intent to exercise such rights to the Pledgor, all shares of
the Pledged Stock shall be registered in the name of the Agent or its nominee,
and the Agent or its nominee may thereafter exercise (i) all voting, corporate
and other rights pertaining to such shares of the Pledged Stock at any meeting
of shareholders of the Company or otherwise and (ii) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to
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exchange at its discretion any and all of the Pledged Stock upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of the Company, or upon the exercise by the Pledgor or
the Agent of any right, privilege or option pertaining to such shares of the
Pledged Stock, and in connection therewith, the right to deposit and deliver any
and all of the Pledged Stock with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as it may
determine), all without liability except to account for property actually
received by it, but the Agent shall have no duty to the Pledgor to exercise any
such right, privilege or option and shall not be responsible for any failure to
do so or delay in so doing.
(b) The rights of the Agent and the Banks hereunder shall not
be conditioned or contingent upon the pursuit by the Agent or any Bank of any
right or remedy against the Company or against any other Person which may be or
become liable in respect of all or any part of the Obligations or against any
collateral security therefor, guarantee therefor or right of offset with respect
thereto. Neither the Agent nor any Bank shall be liable for any failure to
demand, collect or realize upon all or any part of the Collateral or for any
delay in doing so, nor shall the Agent be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Pledgor or any other
Person or to take any other action whatsoever with regard to the Collateral or
any part thereof.
8. REMEDIES. If an Event of Default shall occur and be
continuing, the Agent, on behalf of the Banks, may exercise, in addition to all
other rights and remedies granted in this Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the Obligations, all
rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor, the Company or
any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, assign, give an option or options to purchase or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board or office
of the Agent or any Bank or elsewhere upon such terms and conditions as it may
deem advisable and at such prices as it may deem best, for cash or on credit or
for future delivery without assumption of any credit risk. The Agent or any Bank
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
the Pledgor, which right or equity is hereby waived or released. The Agent shall
apply any Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred in respect
thereof or incidental to the care or safekeeping of any of the Collateral or in
any way relating to the Collateral or the rights of the Agent and the Banks
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements of counsel to the Agent, to the payment in whole or in part of the
Obligations, in such order as the Agent may elect, and only after such
application and after the payment by the Agent of any other
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amount required by any provision of law, including, without limitation, Section
9-504(1)(c) of the Code, need the Agent account for the surplus, if any, to the
Pledgor. To the extent permitted by applicable law, the Pledgor waives all
claims, damages and demands it may acquire against the Agent or any Bank arising
out of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition. The Pledgor further waives and agrees not to assert any
rights or privileges which it may acquire under Section 9-112 of the Code.
9. REGISTRATION RIGHTS; PRIVATE SALES. (a) If the Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to paragraph 8 hereof, and if in the opinion of the Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), the Pledgor will cause the Company to (i) execute and
deliver, and cause the directors and officers of the Company to execute and
deliver, all such instruments and documents, and do or cause to be done all such
other acts as may be, in the opinion of the Agent, necessary or advisable to
register the Pledged Stock, or that portion thereof to be sold, under the
provisions of the Securities Act, (ii) to use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) to make all
amendments thereto and/or to the related prospectus which, in the opinion of the
Agent, are necessary or advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. The Pledgor agrees to cause the Company to comply
with the provisions of the securities or "Blue Sky" laws of any and all
jurisdictions which the Agent shall designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not
be audited) which will satisfy the provisions of Section 11(a) of the Securities
Act.
(b) The Pledgor recognizes that the Agent may be unable to
effect a public sale of any or all the Pledged Stock, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall not
merely because it is a private sale be deemed to have been made in a
commercially unreasonable manner. The Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to
permit the Company to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if the Company
would agree to do so.
(c) The Pledgor further agrees to use its best efforts to do
or cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Stock pursuant to this paragraph 9
valid and binding and in compliance with any and all
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other applicable Requirements of Law. The Pledgor further agrees that a breach
of any of the covenants contained in this paragraph 9 will cause irreparable
injury to the Agent and the Banks, that the Agent and the Banks have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this paragraph 10 shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except for
a defense that no Event of Default has occurred and is continuing under the
Credit Agreement, it being understood that nothing in this sentence shall be
deemed to constitute a waiver by the Pledgor of the requirements of Section
9-504(3) of the Code that every aspect of the disposition of Collateral must be
commercially reasonable.
10. NO SUBROGATION. Notwithstanding any payment or payments
made by the Pledgor hereunder, or any setoff or application of funds of the
Pledgor by any Bank, or the receipt of any amounts by the Agent or any Bank with
respect to any of the Collateral, the Pledgor shall not be entitled to be
subrogated to any of the rights of the Agent or any Bank against the Company or
against any other collateral security held by the Agent or any Bank for the
payment of the Obligations, nor shall the Pledgor seek any reimbursement from
the Company in respect of payments made by the Pledgor in connection with the
Collateral, or amounts realized by the Agent or any Bank in connection with the
Collateral. If any amount shall be paid to the Pledgor on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by the Pledgor in trust for the Agent
and the Banks, segregated from other funds of the Pledgor, and shall, forthwith
upon receipt by the Pledgor, be turned over to the Agent in the exact form
received by the Pledgor (duly indorsed by the Pledgor to the Agent, if required)
to be applied against the Obligations, whether matured or unmatured, in such
order as the Agent may determine.
11. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The
Pledgor shall remain obligated hereunder, and the Collateral shall remain
subject to the Lien granted hereby, notwithstanding that, without any
reservation of rights against the Pledgor, and without notice to or further
assent by the Pledgor, any demand for payment of any of the Obligations made by
the Agent or any Bank may be rescinded by the Agent or such Bank, and any of the
Obligations continued, and the Obligations, or the liability of the Company or
any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered, or released by the Agent or any Bank, and the
Credit Agreement, the Notes, the other Credit Documents to which the Company is
a party and any other documents executed and delivered in connection therewith
may be amended, modified, supplemented or terminated, in whole or part, as the
Banks (or the Required Banks, as the case may be) may deem advisable from time
to time, and any guarantee, right of offset or other collateral security at any
time held by the Agent or any Bank for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Agent nor any Bank
shall have any obligation to protect, secure, perfect or insure any other Lien
at any time held by it as security for the Obligations or any property subject
thereto. The Pledgor waives any and all notice of the creation, renewal,
extension or accrual of any of the Obligations and notice of or proof of
reliance by the Agent or any Bank upon this Pledge Agreement; the Obligations,
and any
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of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Pledge Agreement; and all dealings between the
Company and the Pledgor, on the one hand, and the Agent and the Banks, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Pledge Agreement. The Pledgor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Company or the Pledgor with respect to the Obligations.
12. LIMITATION ON DUTIES REGARDING COLLATERAL. The Agent's
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
securities and property for its own account. Neither the Agent, any Bank nor any
of their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Pledgor or otherwise.
13. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.
14. SEVERABILITY. Any provision of this Pledge Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
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15. PARAGRAPH HEADINGS. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any
Bank shall by any act (except by a written instrument pursuant to paragraph 18
hereof) be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Agent or any Bank, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Agent or any Bank of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Agent
or such Bank would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.
17. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING
LAW. None of the terms or provisions of this Pledge Agreement may be amended,
supplemented or otherwise modified except by a written instrument executed by
the Pledgor and the Agent, PROVIDED that any provision of this Pledge Agreement
may be waived by the Agent in a letter or agreement executed by the Agent or by
telex or facsimile transmission from the Agent. This Pledge Agreement shall be
binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Agent and the Banks and their respective successors and assigns.
THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
18. NOTICES. Notices by the Agent to the Pledgor or the
Company may be given by mail, by telex or by facsimile transmission, addressed
or transmitted to the Pledgor or the Company at its address or transmission
number set forth under its signature below and shall be effective (a) in the
case of mail, five days after deposit in the postal system, first class postage
pre-paid, and (b) in the case of telex or facsimile notices, when sent. The
Pledgor and the Company may change their respective addresses and transmission
numbers by written notice to the Agent.
19. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO COMPANY. The
Pledgor hereby authorizes and instructs the Company to comply with any
instruction received by it from the Agent in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that the Company shall be fully protected in so
complying.
20. AUTHORITY OF AGENT. The Pledgor acknowledges that the
rights and responsibilities of the Agent under this Pledge Agreement with
respect to any action taken by the Agent or the exercise or non-exercise by the
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Pledge Agreement
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shall, as between the Agent and the Banks, be governed by the Credit Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Agent and the Pledgor, the Agent shall be
conclusively presumed to be acting as agent for the Banks with full and valid
authority so to act or refrain from acting, and neither the Pledgor nor the
Company shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.
21. RESTATEMENT. It is the intention of each of the parties
hereto that all obligations of the Pledgor under the Existing Pledge Agreement
be continued hereunder, and that the Existing Pledge Agreement be amended and
restated to reflect such continuation and to preserve the pledge of stock by the
Pledgor to the Agent under the Existing Pledge Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above written.
AMERICAN MEDIA, INC.
By:
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Title:
Address for Notices:
c/o AMERICAN MEDIA OPERATIONS, INC.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx and
Xxxxx X. Xxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
with a copy to:
Boston Ventures Management, Inc.
Xxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx X. Xxxxxxxx, III
Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
Accepted and Agreed:
THE CHASE MANHATTAN BANK,
as Agent
By:
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Title:
14
14
ACKNOWLEDGEMENT AND CONSENT
The Company referred to in the foregoing Third Amended and
Restated Pledge Agreement hereby acknowledges receipt of a copy thereof and
agrees to be bound thereby and to comply with the terms thereof insofar as such
terms are applicable to it. The Company agrees to notify, in accordance with the
provisions of subsection 9.2 of the Credit Agreement, the Agent promptly in
writing of the occurrence of any of the events described in paragraph 5(a) of
the Third Amended and Restated Pledge Agreement. The Company further agrees that
the terms of paragraph 9(c) of the Third Amended and Restated Pledge Agreement
shall apply to it, MUTATIS mutandis, with respect to all actions that may be
required of it under or pursuant to or arising out of paragraph 9 of the Third
Amended and Restated Pledge Agreement.
AMERICAN MEDIA OPERATIONS, INC.
By:
---------------------------
Title:
15
15
SCHEDULE 1
To Pledge
Agreement
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DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Company Stock No. Shares
------- ----- --- ------
American Media Common Stock
Operations, Inc. $.20 par value 3 7,507.58
