NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2014, is made and entered into by and among American Media, Inc., a Delaware corporation (“AMI”), the subsidiary guarantors listed on the signature pages hereto (the “Guarantors”), certain funds and accounts managed by Chatham Asset Management, LLC (as set forth under the caption “Chatham Parties” on Schedule A hereto, and collectively, the “Chatham Parties”) and Omega Charitable Partnership, L.P. (together with the Chatham Parties, the “Investors”).
FIRST SUPPLEMENTAL INDENTURE Dated as of August 15, 2014 Between AMERICAN MEDIA, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent to the INDENTURE Dated as of October 2, 2013 Among AMERICAN MEDIA, INC., THE GUARANTORS...First Supplemental Indenture • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 15, 2014, between AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the “Trustee”).
AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • New York
WHEREAS, the Company is party to that certain letter agreement, dated as of September 27, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”), by and among the Company, the subsidiaries of the Company party thereto, Chatham Asset Management, LLC and Omega Charitable Partnership, L.P.; and
Agreement and plan of MERGER by and among AMI Parent Holdings LLC, AMI Merger Corporation and AMERICAN MEDIA, INC. dated as of August 15, 2014Merger Agreement • August 15th, 2014 • American Media Inc • Newspapers: publishing or publishing & printing • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of August 15, 2014, by and among AMI Parent Holdings LLC, a Delaware limited liability company, (“Parent”), AMI Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and American Media, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.
