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 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.
COLLATERAL AGREEMENT dated as of October 2, 2013 among AMERICAN MEDIA, INC., THE SUBSIDIARIES OF AMERICAN MEDIA, INC. IDENTIFIED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentCollateral Agreement • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
Reference is made to the Indenture dated as of October 2, 2013 (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.
AMENDMENT NO. 1 TO AMERICAN MEDIA, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • Delaware
This AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of October 2, 2013 (the “Amendment”), to the Stockholders’ Agreement, dated as of December 22, 2010 (the “Stockholders’ Agreement”), among American Media, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company party thereto from time to time (collectively, the “Stockholders”), is entered into by the undersigned Stockholders, acting by Majority Requisite Consent pursuant to Section 9.1 of the Stockholders’ Agreement.
September 27, 2013 American Media, Inc. 1000 American Media Way Boca Raton, Florida 33464 Attention: Chris Polimeni, Executive Vice President – Chief Financial OfficerExchange Agreement • October 2nd, 2013 • American Media Inc • Newspapers: publishing or publishing & printing • New York
This letter agreement (this “Agreement”) sets forth the agreement by and among American Media, Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company that are Guarantors (as defined below) and Chatham Asset Management, LLC, a Delaware limited liability company (“CAM”) on behalf of itself and the Chatham Holders (as defined below), and Omega Charitable Partnership, L.P., a limited partnership organized in the Cayman Islands (the “Omega Holder”). The holders of the Existing Second Lien Notes and the First Lien Notes (each as defined below) 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 “Holders”. References in this Agreement to each Chatham Holder shall be deemed to include CAM, as such Holder’s duly authorized representative, for purposes of fulfilling the Chatham Ho
