PUBLICITY RIGHTS LICENSE AGREEMENTPublicity Rights License Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
PUBLICITY RIGHTS LICENSE AGREEMENT (this “Agreement”), dated as of April 2, 2008 (the "Effective Date”), among Emeril J. Lagasse, III (“Licensor”), on the one hand, and MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (“MSLO”), and MSLO EMERIL SHARED IP SUB LLC, a Delaware limited liability company and wholly-owned subsidiary of Acquisition Sub (“Shared IP Sub” and together with MSLO, “Licensees” and each, a “Licensee”), on the other hand.
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
Letter AgreementLocation Rental Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
Letter AgreementBonus Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
LOAN AGREEMENT dated as of April 4, 2008 by and among BANK OF AMERICA, N.A., MSLO EMERIL ACQUISITION SUB LLC, as Borrower and MARTHA STEWART LIVING OMNIMEDIA, INC., as Parent GuarantorLoan Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
This Loan Agreement (this “Agreement”) dated as of April 4, 2008 by and among Bank of America, N.A. (together with its successors and assigns, the “Bank”), located at 767 Fifth Avenue, Floor 12A, New York, New York 10153, and MSLO Emeril Acquisition Sub LLC, a Delaware limited liability company, the principal place of business of which is located at 11 West 42nd Street, New York, New York 10026 (the “Borrower”), and Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“Parent Guarantor”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 2, 2008 among MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (the “Company”), EMERIL’S FOOD OF LOVE PRODUCTIONS, L.L.C., a Louisiana limited liability company (“Food of Love”), EMERILS.COM, LLC, a Louisiana limited liability company (“emerils.com”), and Emeril J. Lagasse, III (“Lagasse” and together with Food of Love and emerils.com, the “Original Holders”).
AMENDED AND RESTATED SIXTH LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
WHEREAS, Landlord and Tenant entered into a written agreement of lease dated as of August 20, 1999 (the “Original Lease”), as amended by First Lease Modification Agreement dated as of December 17, 1999 (the “First Amendment”). Second Lease Modification Agreement dated as of August, 2000, Third Lease Modification Agreement dated as of July 1, 2002, Fourth Lease Modification Agreement dated as of November 10, 2005 and Fifth Lease Modification Agreement dated as of January 3, 2007 (the “Fifth Amendment”; the lease and all such modification agreements, as amended hereby, collectively, the “Lease”), wherein and whereby Landlord leased to Tenant the entire ninth (9th) floor and a portion of the ninth (9th) floor roof (collectively, the “Ninth Floor Premises”) and portions of the second (2nd) mezzanine, as more particularly described in the Lease (collectively, the “Second Mezzanine Premises”; the Ninth Floor Premises and the Second Mezzanine Premises are sometimes hereinafter collectively re
PLEDGE AGREEMENTPledge Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
PLEDGE AGREEMENT dated as of April 4, 2008 between MSLO Emeril Acquisition Sub LLC, a Delaware limited liability company (“Pledgor”), and Bank of America, N.A., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined below).
