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
listed on the signature pages hereof (collectively,
the "Subsidiary Loan Parties" and, together with the
Borrower and Holdings, the "Reaffirming Parties") and
JPMORGAN CHASE BANK ("JPMCB"), as Administrative
Agent and Collateral Agent under the Restated Credit
Agreement referred to below.
WHEREAS Holdings, the Borrower, the Lenders party thereto, and
JPMCB have entered into an Amendment and Restatement Agreement (the "Amendment
and Restatement Agreement"), dated as of January 23, 2003, which amends and
restates the Credit Agreement dated as of May 7, 1999, as amended and restated
as of May 21, 2002 (as amended and restated after giving effect to the Amendment
and Restatement Agreement, the "Restated Credit Agreement"), among Holdings, the
Borrower, the Lenders from time to time party thereto and JPMCB;
WHEREAS each of the Reaffirming Parties is party to one or
more of the Security Documents (such term and each other capitalized term used
but not defined herein having the meaning assigned in the Restated Credit
Agreement), the Guarantee Agreement, the Indemnity, Subrogation and Contribution
Agreement, the 2002 Amendment and Restatement Agreement, and the 2002
Reaffirmation Agreement (the Security Documents, the Guarantee Agreement, the
Indemnity, Subrogation and Contribution Agreement, the 2002 Amendment and
Restatement Agreement and the 2002 Reaffirmation Agreement are collectively
referred to herein as the "Reaffirmed Documents");
WHEREAS the Reaffirming Parties have requested and, pursuant
to Section 5 of the Amendment and Restatement Agreement, the Required
Restatement Lenders have consented to amend the Security Agreement as set forth
herein;
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WHEREAS each Reaffirming Party expects to realize, or has
realized, substantial direct and indirect benefits as a result of the Amendment
and Restatement Agreement becoming effective and the consummation of the
transactions contemplated thereby; and
WHEREAS the execution and delivery of this Agreement is a
condition precedent to the consummation of the transactions contemplated by the
Amendment and Restatement Agreement.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Reaffirmation/Amendment and Restatement
SECTION 1.01. Reaffirmation. (a) Each of the Reaffirming
Parties hereby consents to the Amendment and Restatement Agreement and the
transactions contemplated thereby and hereby confirms its respective guarantees,
pledges, grants of security interests and other agreements, as applicable, under
each of the Reaffirmed Documents to which it is party, and agrees that
notwithstanding the effectiveness of the Amendment and Restatement Agreement and
the consummation of the transactions contemplated thereby, such guarantees,
pledges, grants of security interests and other agreements shall continue to be
in full force and effect and shall accrue to the benefit of the Lenders under
the Restated Credit Agreement. Each of the Reaffirming Parties further agrees to
take any action that may be required or that is reasonably requested by the
Administrative Agent to ensure compliance by Holdings and the Borrower with
Sections 5.12 and 5.13 of the Restated Credit Agreement and hereby reaffirms its
obligations under each similar provision of each Reaffirmed Document to which it
is party.
(b) Each of the Reaffirming Parties hereby confirms and agrees
that the Tranche C-1 Term Loans constitute Obligations under each of the
Reaffirmed Documents.
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SECTION 1.02. Amendment and Restatement. On and after the
effectiveness of the Amendment and Restatement Agreement, (i) each reference in
each Reaffirmed Document to the "Credit Agreement", "thereunder", "thereof" or
words of like import shall mean and be a reference to the Restated Credit
Agreement as such agreement may be amended, modified or supplemented and in
effect from time to time and (ii) the definition of any term defined in any
Reaffirmed Document by reference to the terms defined in the "Credit Agreement"
shall be amended to be defined by reference to the defined term in the Restated
Credit Agreement, as the same may be amended, modified or supplemented and in
effect from time to time.
SECTION 1.03. Amendment to Security Agreement. The Security
Agreement is hereby amended by deleting in its entirety Section 4.12(e) thereof
and substituting the following therefore:
"If, during the course of any fiscal quarter, any Grantor shall, either
itself or through any agent, employee, licensee or designee, file an
application for any Patent, Trademark or Copyright (or for the
registration of any Trademark or Copyright) with the United States
Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or
in any other country or any political subdivision thereof, the Borrower
or such Grantor shall deliver to the Collateral Agent, concurrently
with any delivery following the end of such fiscal quarter of financial
statements under clause (a) or (b) of Sections 5.01 of the Credit
Agreement (or, if earlier, promptly upon request by the Collateral
Agent), a listing of all such applications that were filed during such
fiscal quarter. Upon request of the Collateral Agent, each Grantor
agrees to execute and deliver any and all agreements, instruments,
documents and papers as the Collateral Agent may request to evidence
and perfect the Collateral Agent's security interest in any such
Patent, Trademark or Copyright, and each Grantor hereby appoints the
Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being
hereby ratified and confirmed; such power, being coupled with an
interest, is irrevocable."
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ARTICLE II
Representations and Warranties
Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:
SECTION 2.01. Organization. Such Reaffirming Party is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.
SECTION 2.02. Authority; Enforceability. Such Reaffirming
Party has the power and authority to execute, deliver and carry out the terms
and provisions of this Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of this Agreement. Such
Reaffirming Party has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms.
SECTION 2.03. Reaffirmed Documents. The representations and
warranties of such Reaffirming Party contained in each Reaffirmed Document are
true and correct (or, in the case of such representations and warranties that
are not qualified as to materiality, true and correct in all material respects)
on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties
shall have been true and correct (or, in the case of such representations and
warranties that are not qualified as to materiality, true and correct in all
material respects) as of such earlier date).
ARTICLE III
Miscellaneous
SECTION 3.01. Notices. All notices and other communications
hereunder shall be made at the addresses, in the manner and with the effect
provided in Article IX of the Restated Credit Agreement; provided that, for this
purpose, the address of each Reaffirming Party shall be the one
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specified for the Borrower under the Restated Credit Agreement.
SECTION 3.02. Expenses. Each Reaffirming Party agrees to pay
all reasonable costs, fees and expenses (including reasonable attorneys' fees
and time charges of attorneys for JPMCB or any Lender, which attorneys may be
employees of JPMCB or any Lender) incurred by JPMCB or any Lender in collecting
or enforcing any Reaffirming Party's obligations under this Agreement.
SECTION 3.03. Loan Document. This Agreement is a Loan Document
executed pursuant to the Restated Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.
SECTION 3.04. Section Captions. Section captions used in this
Agreement are for convenience of reference only and shall not affect the
construction of this Agreement.
SECTION 3.05. Severability. Wherever possible each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
SECTION 3.06. Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.
SECTION 3.07. Amendment. This Agreement may be waived,
modified or amended only by a written agreement executed by each of the parties
hereto.
SECTION 3.08. Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original
but all of which shall together constitute one and the same agreement. Delivery
of an executed counterpart of a signature page of this Agreement by facsimile or
other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
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SECTION 3.09. No Novation. Neither this Agreement nor the
execution, delivery or effectiveness of the Amendment and Restatement Agreement
shall extinguish the obligations for the payment of money outstanding under the
Amendment and Restatement Agreement or the Restated Credit Agreement or
discharge or release the Lien or priority of any Security Document or any other
security therefor. Nothing herein contained shall be construed as a substitution
or novation of the obligations outstanding under the Existing Credit Agreement
or instruments securing the same, which shall remain in full force and effect,
except to any extent modified hereby or by instruments executed concurrently
herewith. Nothing implied in this Agreement, the Amendment and Restatement
Agreement or in any other document contemplated hereby or thereby shall be
construed as a release or other discharge of Holdings, the Borrower or any
Subsidiary Loan Party under any Loan Document from any of its obligations and
liabilities as "Holdings", the "Borrower", a "Subsidiary Loan Party", a
"Pledgor" or a "Grantor" under the Restated Credit Agreement or the Loan
Documents. Each of the Existing Credit Agreement and the Loan Documents shall
remain in full force and effect, until (as applicable) and except to any extent
modified hereby or by the Amendment and Restatement Agreement or in connection
herewith and therewith.
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IN WITNESS WHEREOF, Each Reaffirming Party and JPMCB, as
Administrative Agent for the benefit of the Lenders, have caused this Agreement
to be duly executed and delivered as of the date first above written.
AMERICAN MEDIA OPERATIONS, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AM AUTO WORLD WEEKLY, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA CONSUMER ENTERTAINMENT, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA CONSUMER MAGAZINE GROUP, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
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AMERICAN MEDIA DISTRIBUTION & MARKETING GROUP, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA PROPERTY GROUP, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA MINI MAGS, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMERICAN MEDIA NEWSPAPER GROUP, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMI BOOKS, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
AMI FILMS, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
COUNTRY MUSIC MEDIA GROUP, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
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DISTRIBUTION SERVICES, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
GLOBE COMMUNICATIONS CORP.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
GLOBE EDITORIAL, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
MIRA! EDITORIAL, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
NDSI, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
NATIONAL ENQUIRER, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
NATIONAL EXAMINER, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
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STAR EDITORIAL, INC.,
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President & General Counsel
JPMORGAN CHASE BANK, as
Administrative Agent,
By:_____________________________________________
Name:
Title:
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STAR EDITORIAL, INC.,
By:_____________________________________________
Name:
Title:
JPMORGAN CHASE BANK, as
Administrative Agent and
Collateral Agent,
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
