Petersen Companies Inc Sample Contracts

Petersen Companies Inc – ASSET SALE AND PURCHASE AGREEMENT (December 30th, 1998)

EXHIBIT 2.1 ASSET SALE AND PURCHASE AGREEMENT BY AND AMONG PETERSEN PUBLISHING COMPANY, L.L.C., CURTCO FREEDOM GROUP, L.L.C., AND, FOR PURPOSES OF SECTION 4, SECTION 7.1(c), SECTION 7.7 AND SECTION 8 ONLY, FREEDOM MAGAZINES, INC. AND CURTCO PUBLISHING AND, FOR PURPOSES OF SECTION 8 ONLY, WILLIAM J. CURTIS

Petersen Companies Inc – PARENT GUARANTY (May 15th, 1998)

PARENT GUARANTY THIS GUARANTY AGREEMENT (this "Guaranty"), dated as of the 31st day of March, 1998 (this "Guaranty"), is made between THE PETERSEN COMPANIES, INC., a Delaware corporation (the "Guarantor"), and FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. The Guarantor, Petersen Publishing Company, L.L.C., a Delaware limited liability company (the "Borrower"), the Lenders, First Union National Bank, as Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent, Morgan Stanley Senior Fundin

Petersen Companies Inc – CREDIT AGREEMENT (May 15th, 1998)

EXHIBIT 4.1 ================================================================================ CREDIT AGREEMENT among THE PETERSEN COMPANIES, INC., PETERSEN PUBLISHING COMPANY, L.L.C., THE LENDERS NAMED HEREIN, FIRST UNION NATIONAL BANK, as Administrative Agent, CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Documentation Agent, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, BANKBOSTON, N.A. and THE BANK OF NEW YORK, as Managing Agents

Petersen Companies Inc – PARENT PLEDGE AND SECURITY AGREEMENT (May 15th, 1998)

PARENT PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 31st day of March, 1998 (this "Agreement"), is made by THE PETERSEN COMPANIES, INC., a Delaware corporation (the "Pledgor"), in favor of FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Secured Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. The Pledgor, Petersen Publishing Company, L.L.C., a Delaware limited liability company (the "Borrower"), the Lenders, First Union National Bank, as Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent, Morgan Stanley Senior Funding, Inc.,

Petersen Companies Inc – BORROWER PLEDGE AND SECURITY AGREEMENT (May 15th, 1998)

BORROWER PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 31st day of March, 1998 (this "Agreement"), is made by PETERSEN PUBLISHING COMPANY, L.L.C., a Delaware limited liability company (the "Pledgor"), in favor of FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Secured Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. The Petersen Companies, Inc., the Pledgor, the Lenders, First Union National Bank, as Administrative Agent, Canadian Imperial Bank of Commerce, as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation Agent, and the Managing

Petersen Companies Inc – BORROWER PLEDGE AND SECURITY AGREEMENT (November 14th, 1997)

EXHIBIT 4.2 BORROWER PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 6th day of October, 1997 (this "Agreement"), is made by PETERSEN PUBLISHING COMPANY, L.L.C., a Delaware limited liability company (the "Pledgor"), in favor of FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Secured Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. The Petersen Companies, Inc., the Pledgor, the Lenders, First Union National Bank, as Administrative Agent, and CIBC Inc., as Documentation Agent, are parties

Petersen Companies Inc – PARENT PLEDGE AND SECURITY AGREEMENT (November 14th, 1997)

EXHIBIT 4.3 PARENT PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT, dated as of the 6th day of October, 1997 (this "Agreement"), is made by PETERSEN HOLDINGS, L.L.C., a Delaware limited liability company ("Holdings"), and THE PETERSEN COMPANIES, INC., a Delaware corporation ("Parent"; each of Holdings and Parent, a "Pledgor," and collectively, the "Pledgors"), in favor of FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Secured Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. Parent, Petersen Publishing

Petersen Companies Inc – PARENT GUARANTY (November 14th, 1997)

EXHIBIT 4.5 PARENT GUARANTY THIS GUARANTY AGREEMENT (this "Guaranty"), dated as of the 6th day of October, 1997 (this "Guaranty"), is made between (a) PETERSEN HOLDINGS, L.L.C., a Delaware limited liability company ("Holdings"), and THE PETERSEN COMPANIES, INC., a Delaware corporation ("Parent"; each of Holdings and Parent, a "Guarantor," and collectively, the "Guarantors"), and (b) FIRST UNION NATIONAL BANK, as administrative agent for the banks and other financial institutions (collectively, the "Lenders") party to the Credit Agreement referred to below (in such capacity, the "Administrative Agent"), for the benefit of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement referred to below. RECITALS A. Parent, Petersen Pub

Petersen Companies Inc – CREDIT AGREEMENT (November 14th, 1997)

EXHIBIT 4.1 ================================================================================ CREDIT AGREEMENT among THE PETERSEN COMPANIES, INC., PETERSEN PUBLISHING COMPANY, L.L.C., THE LENDERS NAMED HEREIN, FIRST UNION NATIONAL BANK, as Administrative Agent, and CIBC INC., as Documentation Agent $175,000,000 Senior Revolving Credit Facility Arranged by FIRST UNION CAPITAL MARKETS CORP. Dated as of October 6, 1997 ================================================================================

Petersen Companies Inc – REVOLVING CREDIT NOTE (November 14th, 1997)

EXHIBIT 4.4 Borrower's Taxpayer Identification No. 95-4597937 REVOLVING CREDIT NOTE $96,250,000 October 6, 1997 Charlotte, North Carolina FOR VALUE RECEIVED, PETERSEN PUBLISHING COMPANY, L.L.C., a Delaware limited liability company (the "Borrower"), hereby promises to pay to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the offices of First Union National Bank (the "Administrative Agent") located at One First Union Center, 301 South College Street, Charlotte, North Carolina (or at such other place or places as the Administrative Agent may designate), at the times and in the manner provided in the Credit Agreement, dated as of October 6, 1997 (as amended, modified or supplemented from time to time, the "Credit Agreement")

Petersen Companies Inc – AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT (November 14th, 1997)

EXHIBIT 10.3 AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT -------------------------------------------- This Amendment No. 1 to Securityholders Agreement (this "Amendment") --------- is made as of September 30, 1997, by and among The Petersen Companies, Inc., a Delaware corporation formerly known as BrightView Communications Group, Inc. (the "Company"), Petersen Holdings, L.L.C., a Delaware limited liability company ------- ("Holdings"), and the other Persons executing this Amendment and listed on the -------- Schedule of Investors attached hereto (each, an "Investor" and all of such --------------------- -------- Per

Petersen Companies Inc – 1997 LONG-TERM EQUITY INCENTIVE PLAN (November 14th, 1997)

EXHIBIT 10.1 THE PETERSEN COMPANIES, INC. 1997 LONG-TERM EQUITY INCENTIVE PLAN ------------------------------------ 1. Purpose. ------- This plan shall be known as The Petersen Companies, Inc. 1997 Long- Term Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of The Petersen Companies, Inc. (the "Company") and its Subsidiaries by (i) providing certain directors, officers and key employees of, and certain other key individuals who perform services for, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. Grants of incentive or nonqualified stock op

Petersen Companies Inc – 1997 LONG-TERM EQUITY INCENTIVE PLAN (September 29th, 1997)

Exhibit 10.18 PETERSEN HOLDINGS, L.L.C. 1997 LONG-TERM EQUITY INCENTIVE PLAN ------------------------------------ 1. Purpose. ------- This plan shall be known as Petersen Holdings, L.L.C. 1997 Long-Term Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of Petersen Holdings, L.L.C. (the "Company") and its Subsidiaries by (i) providing certain officers and key employees of, and certain other key individuals who perform services for, the Company and its Subsidiaries with incentives to maximize unitholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. 2. Definitions. ----------- (a) "Board of Direc

Petersen Companies Inc – 1997 LONG-TERM EQUITY INCENTIVE PLAN (September 29th, 1997)

Exhibit 10.15 THE PETERSEN COMPANIES, INC. 1997 LONG-TERM EQUITY INCENTIVE PLAN ------------------------------------ 1. Purpose. ------- This plan shall be known as The Petersen Companies, Inc. 1997 Long- Term Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of The Petersen Companies, Inc. (the "Company") and its Subsidiaries by (i) providing certain directors, officers and key employees of, and certain other key individuals who perform services for, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. Grants of incentive or nonqualified stock options

Petersen Companies Inc – AGREEMENT (September 24th, 1997)

EXHIBIT 10.17 AGREEMENT AGREEMENT dated as of this July 31, 1997 between and among Petersen Holdings, L.L.C., a Delaware limited liability company (the "Company"), BrightView Communications, Inc., a Delaware corporation ("BrightView"), Petersen Publishing Company, L.L.C., a Delaware limited liability company ("Publishing"), James D. Dunning, Jr. ("Dunning"), Laurence H. Bloch ("Bloch"), Stuart Karu ("Karu" and, collectively with Dunning and Bloch, the "Investors"), D. Claeys Bahrenburg ("Bahrenburg"), Neal Vitale ("Vitale") and Richard S Willis ("Willis" and collectively with Bahrenburg and Vitale, the "Executives"). The Executives and the Investors are referred to herein collectively as the "Holders" and each is referred to herein individually as a "Holder." Capitalized terms contained in this letter and not otherwise defined herein shall have the meanings ascribed to su

Petersen Companies Inc – RESTATED CERTIFICATE OF INCORPORATION (September 24th, 1997)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF THE PETERSEN COMPANIES, INC. ARTICLE I - Name ---------------- The name of the corporation is The Petersen Companies, Inc. (hereinafter referred to as the "Corporation"). ARTICLE II - Registered Office ------------------------------ The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle 19805. The name of the registered agent of the Corporation at that address is Corporation Service Company. ARTICLE III - Purpose --------------------- The purpose of the Corporation is to engage i

Petersen Companies Inc – CONTRIBUTION AND RECAPITALIZATION AGREEMENT (September 24th, 1997)

EXHIBIT 2.1 CONTRIBUTION AND RECAPITALIZATION AGREEMENT ------------------------------------------- This Contribution and Recapitalization Agreement (this "Agreement") is made as of September __, 1997, by and among The Petersen Companies, Inc., a Delaware corporation (the "Company"), Willis Stein & Partners, L.P. ("Willis Stein"), Nassau Capital Partners II, L.P. ("Nassau") and NAS Partners I, L.L.C. ("NAS" and, together with Willis Stein and Nassau, the "PIC Investors"), and each of the other Persons listed on the Schedule of Investors attached hereto (each, a "Holdings Investor" and all of such Persons, collectively, the "Holdings Investors"). The PIC Investors and the Holdings Investors are collectively referred to herein as the "Investors." Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 8 below.

Petersen Companies Inc – AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT (September 24th, 1997)

EXHIBIT 10.19 AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT -------------------------------------------- This Amendment No. 1 to Securityholders Agreement (this "Amendment") is made as of September __, 1997, by and among The Petersen Companies, Inc., a Delaware corporation formerly known as BrightView Communications Group, Inc. (the "Company"), Petersen Holdings, L.L.C., a Delaware limited liability company ("Holdings"), and the other Persons executing this Amendment and listed on the Schedule of Investors attached hereto (each, an "Investor" and all of such Persons, collectively, the "Investors"). The Company, Holdings and the Investors are parties to a Securityholders Agreement, dated as of September 30, 1996 among the Company, Holdings and the Investors (the "Securityholders Agreement"), and wish to amend the Securityholders Agreement as provided herein.

Petersen Companies Inc – [FORM OF UNDERWRITING AGREEMENT] (September 15th, 1997)

EXHIBIT 1.1 [FORM OF UNDERWRITING AGREEMENT] [September __], 1997 Morgan Stanley & Co. Incorporated Donaldson, Lufkin & Jenrette Securities Corporation BT Alex. Brown Incorporated Goldman, Sachs & Co. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Morgan Stanley & Co. International Limited Donaldson, Lufkin & Jenrette International BT Alex. Brown International, a division of Bankers Trust International PLC Goldman Sachs International c/o Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA England Dear Sirs and Mesdames: The Petersen Companies, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters (as defined below) 6,250,000 shares of its Class A Co

Petersen Companies Inc – POWER OF ATTORNEY (August 7th, 1997)

EXHIBIT 24.1 BRIGHTVIEW COMMUNICATIONS GROUP, INC. POWER OF ATTORNEY REGISTRATION STATEMENT ON FORM S-1 ---------------------------------- KNOW ALL MEN BY THESE PRESENTS, that BrightView Communications Group, Inc. (the "Company"), and each of the undersigned officers and directors of the Company, hereby appoint Neal Vitale, Richard S. Willis or Daniel H. Blumenthal, and each of them, as attorneys-in-fact for the undersigned and for each of them (with full power of substitution and resubstitution, for and in the name, place and stead of each of the Company and undersigned officers and directors, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, a Registration Statement on Form S-1, for the purposes of registering shares of Common Stock, par value $.01 per share ("Commo