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EXHIBIT 4.2
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FIRST AMENDED AND RESTATED COMPANY PLEDGE AGREEMENT
FIRST AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June
5, 1998, made by AMERICAN MEDIA OPERATIONS, INC. (as successor to Enquirer/Star
Group, Inc. (as successor to GP Group, Inc.)), a Delaware corporation (the
"COMPANY"), in favor of THE CHASE MANHATTAN BANK (as successor to Chemical Bank
("CHEMICAL") (as successor to Manufacturers Hanover Trust Company ("MHT"))) as
agent (in such capacity, the "AGENT") for the banks and other financial
institution (collectively, 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 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, the Banks and MHT, as agent for such
banks, are parties to the Credit Agreement, dated as of June 7, 1989 (the
"ORIGINAL CREDIT AGREEMENT"), as amended by the Amended and Restated Credit
Agreement, dated as of June 28, 1990, the Second Amended and Restated Credit
Agreement, dated as of May 12, 1992, and the Third Amended and Restated Credit
Agreement, dated as of November 10, 1994 and as further amended, among the
Company, certain banks and other financial institutions, and Chemical, as agent
for the Banks as further amended;
WHEREAS, it was a condition precedent to the effectiveness of
the Original Credit Agreement that the Company execute and deliver, for the
ratable benefit of the Banks, the Company Pledge Agreement, dated as of June 7,
1989 (as heretofore amended, modified or supplemented, the "EXISTING COMPANY
PLEDGE AGREEMENT");
WHEREAS, pursuant to the Credit Agreement, the Banks have
severally agreed to make loans to the Company upon the terms and subject to the
conditions set forth therein, to be evidenced by the Notes issued by the Company
thereunder; the Company is the legal and beneficial owner of the shares of
Pledged Stock (as hereinafter defined) issued by the National Enquirer, Inc., a
Florida corporation, Weekly World News, Inc., a Florida corporation,
Distribution Services, Inc., a Delaware corporation, Fairview Printing, Inc., a
Florida corporation, NDSI, Inc., a Delaware corporation, Star Editorial, Inc., a
Delaware corporation, SOM Publishing Inc., a Florida corporation, Country
Weekly, Inc., a Delaware corporation, FrontLine Marketing, Inc., a Delaware
corporation, and American Media Marketing, Inc., a Florida corporation
(collectively, together, with any Subsidiaries of the Company the stock of which
is pledged hereunder subsequent to the date hereof as described in the
immediately succeeding recital, the "ISSUERS"); and it is a condition precedent
to the obligation of the Banks to make their respective loans to the Company
under the Credit Agreement that the Company shall have amended and restated the
Existing Company Pledge Agreement as set forth in this Pledge Agreement to the
Agent for the ratable benefit of the Banks; and
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WHEREAS, pursuant to the provisions of subsection 6.3 of the
Credit Agreement the Company has agreed that, in the circumstances described
therein, it will execute and deliver to the Agent, for the ratable benefit of
the Banks, a pledge agreement supplement in the form of Annex A hereto (each, a
"PLEDGE AGREEMENT SUPPLEMENT"), pledging hereunder the capital stock of
corporations which, after the date hereof, become Subsidiaries of the Company
(such additional shares of stock, together with all stock certificates, options
or rights of any nature whatsoever that may be granted by such Issuer to the
Company in respect of such shares of stock, being hereinafter referred to as the
"ADDITIONAL PLEDGED STOCK");
NOW, THEREFORE, in consideration of the premises and to induce
the Agent and the Banks to enter into the Credit Agreement and to induce the
Banks to make their respective loans under the Credit Agreement, the Company
hereby agrees with the Agent for the ratable benefit of the Banks that the
Existing Company Pledge Agreement shall be amended and restated to read in its
entirety as follows:
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.
"OBLIGATIONS" means (a) all indebtedness, obligations and
liabilities of the Company and the other Credit Parties to the Banks
and the Agent incurred under or arising out of or in connection with
the Credit Agreement, the Notes, the other Credit Documents or this
Pledge Agreement, whether for principal, interest (including, without
limitation, interest accruing after the commencement of any bankruptcy,
reorganization, insolvency or other similar proceeding with respect to
the Company, whether or not such interest constitutes an allowed claim
in such proceeding), fees, expenses 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 Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"PLEDGED STOCK" means the shares of capital stock of the
Issuers listed on Schedule I hereto and any Additional Pledged Stock,
together with all stock certificates, options or rights of any nature
whatsoever that may be issued or granted by the Issuers to the Company
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
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and, in any event, shall include, without limitation, all dividends or other
income from the Pledged Stock, collections thereon or distributions with respect
thereto.
2. PLEDGE; GRANT OF SECURITY INTEREST. (a) The Company hereby
delivers to the Agent, for the ratable benefit of the Banks, all the Pledged
Stock listed on Schedule I hereto and hereby 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.
(b) Pursuant to subsection 7.3 of the Credit Agreement, the
Company agrees that from time to time hereafter, in the circumstances described
in said subsection, it will execute and deliver to the Agent, for the ratable
benefit of the Banks, a Pledge Agreement Supplement and certificates
representing all the shares of the Subsidiary of the Company described therein.
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 Company shall deliver an undated stock power covering such
certificate, duly executed in blank by the Company with, if the Agent so
requests, signature guaranteed.
4. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants that:
(a) the shares of Pledged Stock listed on Schedule I
constitute all the issued and outstanding shares of all classes of the
capital stock of each Issuer listed on said Schedule as of the date
hereof;
(b) all the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable;
(c) the Company 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
(d) 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 Company
and any Persons purporting to purchase any Collateral from the Company.
5. COVENANTS. The Company 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 Company shall, as a result of its ownership of the
Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without
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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 Company 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 Company to
the Agent, if required, together with an undated stock power covering
such certificate duly executed in blank by the Company 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 any of the Issuers 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 such
Issuer 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 Company, the Company shall, 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
Company, as additional collateral security for the Obligations.
(b) Without the prior written consent of the Agent, the
Company will not, except to the extent permitted by the provisions of
subsection 6.7(a) of the Credit Agreement (x) vote to enable, or take
any other action to permit, any of the Issuers to issue any stock or
other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any
stock or other equity securities of any nature of such Issuer, (y)
sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Collateral, or (z) create, incur or permit
to exist any Lien or option in favor of, or any claim of any Person
with respect to, any of the Collateral, or any interest therein, except
for the Lien provided for by this Pledge Agreement and the Security
Agreement. The Company will defend the right, title and interest of the
Agent and the Banks in and to the Collateral against the claims and
demands of all Persons whomsoever.
(c) At any time and from time to time, upon the written
request of the Agent, and at the sole expense of the Company, the
Company 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.
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(d) The Company 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 Company of the Agent's intent to exercise its corresponding rights pursuant
to paragraph 7 below, the Company shall be permitted to receive all cash
dividends paid, to the extent permitted by the Credit Agreement, in respect of
the Pledged Stock and 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 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 Company, (i) 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, and (ii) 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 (A) all voting, corporate and other rights pertaining to such shares of
the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and
(B) 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 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 Issuers, or upon the exercise by the Company 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 Company 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 Company or any other
Person or to take any other action whatsoever with regard to the Collateral or
any part thereof.
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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 Company, any of the
Issuers 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 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 Company, 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
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
Company. To the extent permitted by applicable law, the Company 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 Company shall remain liable for any deficiency if the
proceeds of any sale or other disposition of Collateral are insufficient to pay
the Obligations and the fees and disbursements of any attorneys employed by the
Agent or any Bank to collect such deficiency.
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 Company will cause each of the Issuers to (i) execute and
deliver, and cause the directors and officers of such Issuer 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
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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 Company agrees to cause each of the Issuers 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 Company 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
Company acknowledges and agrees that any such private sale may result in prices
and the 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 any of the Issuers to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such Issuer
would agree to do so.
(c) The Company 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 other applicable
Requirements of Law. The Company 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 9 shall be specifically enforceable against the
Company, and the Company 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. 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 Company or otherwise.
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11. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.
12. 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.
13. 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.
14. NO WAIVER; CUMULATIVE REMEDIES. Neither the Agent nor any
Bank shall by any act (except by a written instrument pursuant to paragraph 15
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.
15. 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 Company 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 Company 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.
16. NOTICES. Notices by the Agent to the Company or any of the
Issuers may be given by mail, by telex or by facsimile transmission, addressed
or transmitted to the Company or such Issuer at its address or transmission
number set forth in the Credit Agreement or under its signature below, as the
case may be, and shall be effective (a) in the case of mail, 2 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 Company and the Issuers may change
their respective addresses and transmission numbers by written notice to the
Agent.
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17. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS. The
Company hereby authorizes and instructs each of the Issuers 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
Company, and the Company agrees that the Issuers shall be fully protected in so
complying.
18. RESTATEMENT. It is the intention of each of the parties
hereto that all obligations of the Company under the Existing Company Pledge
Agreement be continued hereunder, and that the Existing Company Pledge Agreement
be amended and restated to reflect such continuation and to preserve the pledge
of stock by the Company to the Agent under the Existing Company Pledge
Agreement.
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 OPERATIONS, INC.
By:
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Title:
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ACKNOWLEDGEMENT AND CONSENT
Each of the Issuers referred to in the foregoing 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. Each of the Issuers 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 Pledge Agreement. Each of the Issuers further agrees that the terms of
paragraph 9(c) of the 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 Pledge Agreement.
NATIONAL ENQUIRER, INC.
By:
-------------------
Title:
WEEKLY WORLD NEWS, INC.
By:
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Title:
DISTRIBUTION SERVICES, INC.
By:
-------------------
Title:
SOM PUBLISHING, INC.
By:
-------------------
Title:
FAIRVIEW PRINTING, INC.
By:
-------------------
Title:
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NDSI, INC.
By:
-------------------
Title:
STAR EDITORIAL, INC.
By:
-------------------
Title:
COUNTRY WEEKLY, INC.
By:
-------------------
Title:
FRONTLINE MARKETING, INC.
By:
-------------------
Title:
AMERICAN MEDIA MARKETING, INC.
By:
-------------------
Title:
c/o Address for Notices for each of the
Above:
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.
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Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx X. Xxxxxxxx, III
Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
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SCHEDULE 1
To Pledge
Agreement
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DESCRIPTION OF PLEDGED STOCK
Stock
Certificate No. of
Issuer Class of Stock No. Shares
------ -------------- --- ------
National Common Stock $.001 2C15 958,911
Enquirer, Inc. par value
Weekly World Common Stock $100 4 8
News, Inc. par value
Distribution Common Stock 2 5
Services, Inc. no par value
Fairview Printing, Inc. Common Stock $1.00 2 150
par value
SOM Publishing, Inc. Common Stock $.01 1 50,000
par value
NDSI, Inc. Common Stock 2 150
no par value
Star Editorial, Common Stock 1 10
Inc. no par value
Country Weekly, Inc. Common Stock $1 2 100
par value
FrontLine Marketing, Inc. Series A Preferred Stock A1 800
$.01 par value
American Media Common Stock $.01 1 100
Marketing, Inc. par value
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ANNEX A
To Company
Pledge Agreement
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[FORM OF PLEDGE AGREEMENT SUPPLEMENT]
PLEDGE AGREEMENT SUPPLEMENT dated ___________, 19__ (this
"SUPPLEMENT") made by AMERICAN MEDIA OPERATIONS, INC., a Delaware corporation
(the "COMPANY"), in favor of THE CHASE MANHATTAN BANK, as agent (in such
capacity, the "AGENT") for the banks (the "Banks") parties to the Credit
Agreement, dated as of June __, 1998 (as amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"), among the Company, the
Banks and the Agent.
1. This Supplement is executed and delivered pursuant to the
terms of the Pledge Agreement dated as of June __, 1998 (as supplemented by this
Supplement and as the same has been and may hereafter be supplemented by any
other Pledge Agreement Supplement, the "PLEDGE AGREEMENT") by the Company in
favor of the Agent. Terms defined in the Pledge Agreement are used herein with
their defined meanings.
2. The Company confirms and reaffirms the security interest in
the Pledged Stock granted to the Agent, for the ratable benefit of the Banks,
under the Pledge Agreement, and as additional collateral security for the prompt
and complete payment and performance when due of all the obligations and in
order to induce the Banks to make additional extensions of credit to the Company
in accordance with the terms of the Credit Agreement, the Company hereby
pledges, assigns, hypothecates, transfers and delivers to the Agent, for the
ratable benefit of the Banks, and hereby grants to the Agent, for the ratable
benefit of the Banks, a first security interest in the Additional Pledged Stock
listed on Schedule 1 annexed hereto and all Proceeds thereof and hereby delivers
to the Agent appropriate undated stock powers duly executed in blank with
respect to each certificate representing such Additional Pledged Stock.
3. The Company hereby represents and warrants that the
representations and warranties contained in Section 4 of the Pledge Agreement
are true and correct on the date of this Supplement with all references therein
to "Pledged Stock" to include the Additional Pledged Stock listed on Schedule 1
hereto and on Schedule 1 to each Pledge Agreement Supplement executed and
delivered in connection with the Pledge Agreement prior to the date hereof and
with references therein to "this Agreement" to mean the Pledge Agreement as
supplemented hereby. In addition, the Company represents and warrants that this
Supplement has been duly executed and delivered by the Company and constitutes a
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as may be limited by applicable
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).
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4. This Supplement is supplemental to the Pledge Agreement,
forms a part thereof and is subject to all the terms thereof. Schedule 1 to the
Pledge Agreement does, and shall be deemed to, include each item listed on
Schedule 1 hereto, and each such item shall be and is included within the
meaning of the term "Additional Pledged Stock" as such term is used in the
Pledge Agreement.
IN WITNESS WHEREOF, the Company has caused this Supplement to
be duly executed and delivered by its duly authorized officer on the date first
set forth above.
AMERICAN MEDIA OPERATIONS, INC.
By:
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Title:
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SCHEDULE 1
To Pledge
Agreement Supplement
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DESCRIPTION OF ADDITIONAL PLEDGED STOCK
[Common] Stock of [Name of Issuer], $________ par value,
_________ shares of which are authorized, ____________ shares of which are
issued and outstanding, represented by stock certificates as follows:
Stock
Certificate No. of
No. Shares
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