0001193125-12-365039 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

This REGISTRATION RIGHTS AGREEMENT dated as of December 1, 2010 (this “Agreement”) is entered into by and between AMO Escrow Corporation, a Delaware corporation (the “Escrow Corporation”) and J.P. Morgan Securities LLC (“JPMorgan”), as representative of the several initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase a portion of the $385,000,000 aggregate principal amount of the Escrow Corporation’s 11 1/2% First Lien Senior Secured Notes due 2017 (the “Initial Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Securities.” On the Release Date (as defined below), American Media Operations, Inc., a Delaware corporation (the “Company”) and the Subsidiary Guarantors (as defined in the Purchase Agreement) will execute a registration rights agreement joind

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REVOLVING CREDIT AGREEMENT dated as of December 22, 2010 among AMERICAN MEDIA, INC., The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and DEUTSCHE BANK SECURITIES INC., as Syndication Agent J.P. MORGAN SECURITIES LLC. as...
Revolving Credit Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

REVOLVING CREDIT AGREEMENT dated as of December 22, 2010 among AMERICAN MEDIA, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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GUARANTEE AND COLLATERAL AGREEMENT dated as of December 22, 2010 among AMERICAN MEDIA, INC., THE SUBSIDIARIES OF AMERICAN MEDIA, INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Guarantee and Collateral Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of December 22, 2010, among AMERICAN MEDIA, INC., the Subsidiaries of AMERICAN MEDIA, INC. identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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COLLATERAL AGREEMENT dated as of December 22, 2010 among AMERICAN MEDIA, INC., THE SUBSIDIARIES OF AMERICAN MEDIA, INC. IDENTIFIED HEREIN and WILMINGTON TRUST FSB, as Collateral Agent
Collateral Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

Reference is made to the Indenture dated as of December 22, 2010 (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 FSB, as Trustee (together with its successors and assigns, in such capacity, the “Trustee”) and the Collateral Agent.

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EMPLOYMENT AGREEMENT (John Swider)
Employment Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • Florida

EMPLOYMENT AGREEMENT (the “Agreement”) dated October 22, 2004 by and between American Media Operations, Inc. (the “Company” or “AMI”) and John Swider (the “Executive”).

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EMPLOYMENT AGREEMENT (David Leckey)
Employment Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • Florida

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 22, 2009 by and between American Media Operations, Inc. (the “Company”) and David leckey (the “Executive”).

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EMPLOYMENT AGREEMENT (DAVID J. PECKER)
Employment Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated March 2, 2009 by and between American Media Operations, Inc. (the “Company”) and David J. Pecker (the “Executive”).

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

Junior Lien Intercreditor Agreement (this “Agreement”), dated as of December 22, 2010 among JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, with its successors and assigns, the “Agent”) and collateral agent (in such capacity, with its successors and assigns, the “Revolving Credit Collateral Agent”) under the Revolving Facility (such term, and other capitalized terms used herein but not otherwise defined, having the meaning set forth in Section 1.1 below), Wilmington Trust FSB, as trustee (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Lien Trustee”) and collateral agent for the First Lien Note Secured Parties (in such capacity, with its successors and assigns, the “First Lien Collateral Agent”), Wilmington Trust FSB, as trustee (in such capacity, with its successors and assigns, the “Second Lien Trustee”) and collateral agent for the Second Lien Note Secured Parties (in such capacity, with its successors and a

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AMENDMENT NO. 7, dated as of January 02, 2012, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between KEVIN HYSON (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

This REGISTRATION RIGHTS AGREEMENT dated as of December 22, 2010 (this “Agreement”) is entered into by and between American Media, Inc., a Delaware corporation (the “Company”), those certain Guarantors listed on the signature pages hereto and the parties identified as “Holders” (as defined below), each of whom beneficially owns a portion of the $104,889,262 aggregate principal amount of the Company’s 13.5% Second Lien Senior Secured Notes due 2018 (the “Notes”) to be guaranteed by the Guarantors (the “Guarantees”) pursuant to the Indenture (as defined below). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO 1, dated as of February 23, 2006, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 10, 2012 (the “Effective Date”), is made by and between American Media, Inc. (“Purchaser”) and Hudson Publications, LLC (“Seller”).

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AMENDMENT NO. 2, dated as of March 13, 2012, to that Employment Agreement dated March 8, 2010 (the “Agreement”) by and between Christopher Polimeni (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Employment Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing
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AMERICAN MEDIA, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

American Media, Inc. hereby awards shares of its common stock, par value $0.0001 per share, to the Employee named below, in accordance with the American Media, Inc. Equity Incentive Plan (the “Plan”). The terms and conditions of the Award are set forth in this Restricted Stock Agreement (this “Agreement”), the Plan and the Stockholders’ Agreement, dated as of December 22, 2010, among the Company and its stockholders signatory thereto (as amended, the “Stockholders’ Agreement”). To the extent that the terms of the Plan conflict with the terms and conditions of this Agreement, the terms of the Plan will be controlling.

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 5, dated as of December 20, 2007, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 4, dated as of December 15, 2007, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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FIRST SUPPLEMENTAL INDENTURE Dated as of May 13, 2011 Among AMERICAN MEDIA, INC., THE GUARANTORS NAMED HEREIN and WILMINGTON TRUST FSB, as Trustee to the INDENTURE Dated as of December 22, 2010 Between AMERICAN MEDIA, INC. and WILMINGTON TRUST FSB, as...
First Supplemental Indenture • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 13, 2011, among AMI DIGITAL, INC., a Delaware corporation (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST FSB, as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE Dated as of May 13, 2011 Among AMERICAN MEDIA, INC., THE GUARANTORS NAMED HEREIN And WILMINGTON TRUST FSB, as Trustee to the INDENTURE Dated as of December 1, 2010 Between AMO ESCROW CORPORATION and WILMINGTON TRUST FSB,...
Second Supplemental Indenture • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 13, 2011, among AMI DIGITAL, INC., a Delaware corporation (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST FSB, as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the “Trustee”).

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AMENDMENT NO. 3, dated as of January 02, 2012, to that Employment Agreement dated March 22, 2009 (the “Agreement”) by and between DVID LECKEY (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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AMENDMENT NO.9, dated as of February 13, 2012, to that Employment Agreement dated October 22, 2004 (as previously amended, the “Agreement”) by and between JOHN SWIDER (“Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 1, dated as of January 17, 2011, to that Employment Agreement dated March 8, 2010 (the “Agreement”) by and between Christopher Polimeni (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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AMENDMENT NO. 7, dated as of October 18, 2009, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 5, dated as of October 18, 2009, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between KEVIN HYSON (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 2, dated as of January 17, 2011, to that Employment Agreement dated March 22, 2009 (the “Agreement”) by and between DAVID LECKEY (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 1, dated as of October 18, 2009, to that Employment Agreement dated March 22, 2009 (the “Agreement”) by and between DAVID LECKEY (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 1, dated as of January 17, 2011, to that Employment Agreement dated March 16, 2010 (the “Agreement”) by and between Jeffrey Laymon (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO 3, dated as of September 20, 2008, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between Kevin Hyson (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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AMENDMENT NO. 6, dated as of March 19, 2009, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO 1, dated as of September 12, 2006, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between Kevin Hyson (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO 2, dated as of December 15, 2007, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between Kevin Hyson (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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FIRST LIEN INTERCREDITOR AGREEMENT dated as of December 22, 2010, among AMERICAN MEDIA, INC., the other GRANTORS party hereto, JPMORGAN CHASE BANK, N.A., as Agent, JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent, WILMINGTON TRUST FSB,...
First Lien Intercreditor Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

FIRST LIEN INTERCREDITOR AGREEMENT dated as of December 22, 2010, 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among AMERICAN MEDIA, INC., a Delaware corporation (the “Borrower”), the other GRANTORS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement (in such capacity, the “Agent”) and as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity, the “Credit Agreement Collateral Agent”), WILMINGTON TRUST FSB, as Trustee under the Senior Secured Notes Indenture (as defined below) (together with its successors and assigns, in such capacity, the “Senior Secured Notes Trustee”) and as collateral agent for the Senior Secured Notes Secured Parties (as defined below) (together with its successors and assigns, in such capacity, the “Senior Secured Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral

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Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing

AMENDMENT NO. 4, dated as of March 19, 2009, to that Employment Agreement dated November 1, 2004 (the “Agreement”) by and between KEVIN HYSON (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).

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AMERICAN MEDIA, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF DECEMBER 22, 2010
Stockholders’ Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • Delaware

STOCKHOLDERS’ AGREEMENT dated as of December 22, 2010 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among American Media, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company receiving Common Stock (as defined below) pursuant to the Plan (as defined below) and any other Persons that become a party to this Agreement in accordance with its terms.

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AMENDMENT NO. 2, dated as of May 29, 2006, to that Employment Agreement dated October 22, 2004 (the “Agreement”) by and between John Swider (the “Executive”) and AMERICAN MEDIA OPERATIONS, INC. (the “Company”).
Ami Celebrity Publications, LLC • August 22nd, 2012 • Newspapers: publishing or publishing & printing
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Registration Rights Agreement Joinder
Rights Agreement • August 22nd, 2012 • Ami Celebrity Publications, LLC • Newspapers: publishing or publishing & printing • New York

WHEREAS, AMO Escrow Corporation and J.P. Morgan Securities LLC, as representative of the Initial Purchasers named on Schedule I of the Purchase Agreement (collectively, the “Initial Purchasers”), heretofore executed and delivered a registration rights agreement (“Registration Rights Agreement”), dated December 1, 2010, providing for the registration and exchange of the Securities (as defined therein); and

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