TIME INC., THE GUARANTORS NAMED ON SCHEDULE I HERETO and CITIBANK, N.A., as Trustee INDENTURE Dated as of October 11, 2017 7.50% SENIOR NOTES DUE 2025Indenture • October 11th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of October 11, 2017, among Time Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule I hereto and Citibank, N.A., as Trustee.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 11th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 24, 2014 (as amended by that Amendment No. 1, dated as of October 11, 2017, and as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Time Inc., a Delaware 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 Citibank, N.A. (“Citibank”), as Administrative Agent.
TIME INC., THE GUARANTORS NAMED ON SCHEDULE I HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 29, 2014 5.75% SENIOR NOTES DUE 2022Time Inc. • April 28th, 2014 • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of April 29, 2014, among Time Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule I hereto and Wells Fargo Bank, National Association, as Trustee.
ContractEmployment Agreement • January 31st, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (the “Agreement”) made December 2, 2011 effective as of January 9, 2012 (the “Effective Date”) between TIME INC., a Delaware corporation (the “Company”), and LAURA LANG (“You”).
AGREEMENT AND PLAN OF MERGER among TIME INC., MEREDITH CORPORATION, and GOTHAM MERGER SUB, INC. Dated as of November 26, 2017Agreement and Plan of Merger • November 27th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 26, 2017, among Time Inc., a Delaware corporation (the “Company”), Meredith Corporation, an Iowa corporation (“Parent”), and Gotham Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Parent, Purchaser and the Company are referred to individually as a “Party” and collectively as “Parties”.
Time Inc. 225 Liberty Street New York, NY 10281 212-522-1212Time Inc. • December 12th, 2017 • Periodicals: publishing or publishing & printing • New York
The following sets forth the amended and restated terms and conditions of your employment with Time Inc. (the “Company”) and will constitute our agreement (“Agreement”):
Time Inc. Restricted Stock Units AgreementRestricted Stock Units Agreement • May 10th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • Delaware
WHEREAS, the Company has adopted the “Plan” (as defined below), the terms of which are hereby incorporated by reference and made a part of this Restricted Stock Units Agreement, including any appendices attached hereto (collectively the “Agreement”); and
Time Inc. Performance Stock Units AgreementPerformance Stock Units Agreement • November 3rd, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • Delaware
WHEREAS, the Company has adopted the “Plan” (as defined below), the terms of which are hereby incorporated by reference and made a part of this Performance Stock Units Agreement, including any appendices attached hereto (collectively the “Agreement”); and
EMPLOYEE MATTERS AGREEMENT By and Between TIME WARNER INC. and TIME INC. Dated as of June 4, 2014Employee Matters Agreement • June 5th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time”, and together with TWX, the “Parties”).
CREDIT AGREEMENT Dated as of April 24, 2014 among TIME INC., as the Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME, and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS...Credit Agreement • May 8th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
CREDIT AGREEMENT, dated as of April 24, 2014 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Time Inc., a Delaware 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 Citibank, N.A. (“Citibank”), as Administrative Agent.
ContractTax Matters Agreement • June 5th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time” and, together with TWX, the “Parties”).
Time Inc. Non Qualified Stock Option AgreementIncentive Compensation Plan • August 4th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Company has adopted the “Plan” (as defined below), the terms of which are hereby incorporated by reference and made a part of this Non Qualified Stock Option Agreement, including any appendices attached hereto (collectively the “Agreement”); and
SEPARATION AND DISTRIBUTION AGREEMENT By and Between TIME WARNER INC. and TIME INC. Dated as of June 4, 2014Separation and Distribution Agreement • June 5th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
ContractEmployment Agreement • January 31st, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (the “Agreement”) made and effective as of October 31, 2013 between TIME INC., a Delaware corporation (the “Company”), and JEFFREY J. BAIRSTOW (“You”).
TRANSITION SERVICES AGREEMENT between TIME WARNER INC. and TIME INC. Dated as of June 4, 2014Transition Services Agreement • June 5th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 4, 2014, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and TIME INC., a Delaware corporation (“Time”).
Time Inc. 2016 Omnibus Incentive Compensation Plan Non-Employee Director Restricted Stock Units AgreementRestricted Stock Units Agreement • August 4th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Restricted Stock Units Agreement (the “Agreement”); and
July 26, 2010 Dear Evelyn:Time Inc. • January 31st, 2014 • Periodicals: publishing or publishing & printing • New York
You are currently employed by IPC Media Limited, a subsidiary of Time Inc. (the “Company”), pursuant to an Employment Agreement effective April 4, 2003 (the “Prior Agreement”). This Agreement (“Agreement”) amends and restates the terms of your employment with the Company and supersedes the Prior Agreement as of January 1, 2011 (the “Effective Date”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 4th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 15, 2014, between Cozi Inc. (the “Guaranteeing Subsidiary”), an affiliate of Time Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURENinth Supplemental Indenture • February 27th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 24, 2016, between Bizrate Insights Inc. (the “Guaranteeing Subsidiary”), an affiliate of Time Inc., a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
Restricted Stock Units Agreement General Terms and ConditionsRestricted Stock Units Agreement • April 28th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • August 4th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2016, between Vertical Media Solutions Inc. (the “Guaranteeing Subsidiary”), an affiliate of Time Inc., a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
TIME WARNER INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 28th, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
Time Inc. 2016 Omnibus Incentive Compensation Plan Non-Employee Director Deferred Stock Units AgreementStock Units Agreement • August 4th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • Delaware
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Deferred Stock Units Agreement (the “Agreement”); and
Time Inc. Time & Life Building 225 Liberty Street New York, NY 10281 212-522-1212Time Inc. • December 12th, 2017 • Periodicals: publishing or publishing & printing • New York
Reference is hereby made to your employment agreement with Time Inc. effective September 21, 2015 which is scheduled to expire on December 31, 2018 (the “Agreement”). This letter (the “Amendment”) amends the Agreement to reflect your current roles and compensation as follows:
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • February 19th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 29, 2014, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2022 (the “Notes”);
TIME INC. TIME INC. (UK) LTD AND IPC MEDIA PENSION TRUSTEE LIMITED DEED OF GUARANTEE IN RELATION TO THE IPC MEDIA PENSION SCHEMETime Inc. • October 23rd, 2015 • Periodicals: publishing or publishing & printing
SEVENTH SUPPLEMENTAL INDENTURE This Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of March 31, 2016, among This Old House Ventures, LLC, This Old House Productions, LLC (together, the “Released Guarantors”), Time Inc. (the...Seventh Supplemental Indenture • May 5th, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 29, 2014, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2022 (the “Notes”);
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • May 10th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 30, 2017, between Time Mailing Services LLC (the “Guaranteeing Subsidiary”), an affiliate of Time Inc., a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 6th, 2015 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of July 6, 2015, between FanSided Inc. (the “Guaranteeing Subsidiary”), an affiliate of Time Inc., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
Time Inc. 225 Liberty Street New York, NY 10281Time Inc. • July 25th, 2016 • Periodicals: publishing or publishing & printing • New York
Reference is hereby made to your employment agreement with Time Inc. dated November 5, 2013, as amended March 31, 2014 (the “Agreement”). This letter (“Amendment”) confirms our mutual agreement regarding the transition of your role at the Company effective as of July 18, 2016 as follows:
Performance Stock Units AgreementPerformance Stock Units Agreement • May 10th, 2017 • Time Inc. • Periodicals: publishing or publishing & printing • Delaware
WHEREAS, the Company has adopted the “Plan” (as defined below), the terms of which are hereby incorporated by reference and made a part of this Performance Stock Units Agreement, including any appendices attached hereto (collectively the “Agreement”); and
TIME INC. NEW YORK, NY 10020Time Inc. • January 31st, 2014 • Periodicals: publishing or publishing & printing • New York
Reference is hereby made to your employment agreement made December 18, 2012 and effective January 1, 2013 (the “Employment Agreement”). Capitalized terms used herein but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings given such terms in the Employment Agreement. We have agreed that your employment with the Company will be terminated and the provisions of Section 5.4 of your Employment Agreement will apply, subject to the modifications set forth in this Letter Agreement (which modifications shall be deemed to constitute an amendment to your Employment Agreement). This Letter Agreement serves as your notice under Section 5.4 and sets forth the understandings between the Company and you concerning the termination of your employment and your entitlements under the Employment Agreement.
July 20, 2010 Howard M. Averill c/o Time Inc. New York, NY 10020 Dear Howard:Employment Agreement • January 31st, 2014 • Time Inc. • Periodicals: publishing or publishing & printing • New York
This will confirm our discussions concerning the terms and conditions of your employment with Time Inc. (the “Company”) and will constitute our agreement (“Agreement”) as follows:
September 12, 2016 Joseph A. Ripp Time Inc.Time Inc. • November 3rd, 2016 • Periodicals: publishing or publishing & printing
Inducement Award PlanInducement Award Plan • November 3rd, 2016 • Time Inc. • Periodicals: publishing or publishing & printing • New York
WHEREAS, the Company has adopted the “Plan” (as defined below), the terms of which are hereby incorporated by reference and made a part of this Non Qualified Stock Option Agreement, including any appendices attached hereto (collectively the “Agreement”); and
