MEREDITH CORPORATION, THE GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 31, 2018 6.875% SENIOR NOTES DUE 2026Indenture • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of January 31, 2018, among Meredith Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee.
CREDIT AGREEMENT Dated as of January 31, 2018 among MEREDITH CORPORATION, as the Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and...Credit Agreement • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of January 31, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Meredith Corporation, an Iowa corporation, as borrower (the “Borrower”), the Subsidiary Guarantors party hereto from time to time, each lender party hereto from time to time (collectively, the “Lenders” and individually, a “Lender”) and Royal Bank of Canada (“Royal Bank”), as Swingline Lender, Administrative Agent and Collateral Agent.
ContractWarrant Agreement • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS WARRANT.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31, 2018, among Time Inc., a Delaware corporation (“Time”), certain of Time’s subsidiaries listed on Schedule I hereto (together with Time, each a “Time Guarantor” and collectively, the “Time Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEREDITH CORPORATION, KED MDP INVESTMENTS, LLC AND THE OTHER HOLDERS PARTY HERETO Dated as of January 31, 2018Registration Rights Agreement • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2018, is made by and among KED MDP Investments, LLC, a Delaware limited liability company (“Purchaser”), each other Person that is the permitted holder of record of at least one Share, the Warrant, the Option or any of the Class A Common Stock issued upon the exercise of any Share, the Warrant (or any substitute warrant issued pursuant thereto) or the Option (or any substitute option issued pursuant thereto) (a “Holder”) who becomes a party hereto by the execution of a Joinder, and Meredith Corporation, an Iowa corporation (the “Company” and together with Purchaser, any other Holders party hereto, the “Parties”). As provided in Section 3.1, capitalized terms used herein but not otherwise defined have the meanings specified in the Statement of Designation of Series A Preferred Stock of Meredith Corporation (the “Series A Statement of Designation”).
ContractOption Agreement • January 31st, 2018 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
THIS OPTION AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS OPTION MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS OPTION.
