Schedule 10.1 ------------- MEREDITH CORPORATION 1996 RESTRICTED STOCK AGREEMENT You have been selected to be a Participant in the Meredith Corporation 1996 Stock Incentive Plan (the "Plan"), as specified below:Agreement • September 24th, 1998 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
EXHIBIT 2 --------- CREDIT AGREEMENTCredit Agreement • February 11th, 1999 • Meredith Corp • Periodicals: publishing or publishing & printing • Georgia
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 30, 2016 among MEREDITH CORPORATION, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer, The Other Lenders Party Hereto, JPMORGAN...Credit Agreement • January 26th, 2017 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 30, 2016, among MEREDITH CORPORATION, an Iowa corporation (hereinafter, together with its successors in title and assigns, called the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
NONQUALIFIED STOCK OPTION AWARDAgreement • November 12th, 1996 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
MEREDITH CORPORATION, THE GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of June 29, 2020 6.500% SENIOR SECURED NOTES DUE 2025Indenture • June 30th, 2020 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
INDENTURE, dated as of June 29, 2020, among Meredith Corporation, an Iowa corporation (the “Issuer”), the Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee and Collateral Agent.
R E C I T A L S: ---------------Credit Agreement • February 13th, 2001 • Meredith Corp • Periodicals: publishing or publishing & printing • Georgia
FIRST MEDIA TELEVISION, L.P. 400 Perimeter Center Terrace Suite 975 Atlanta, Georgia 30346 June 2, 1997Agreement • July 10th, 1997 • Meredith Corp • Periodicals: publishing or publishing & printing
Exhibit 4 --------- CREDIT AGREEMENTCredit Agreement • July 10th, 1997 • Meredith Corp • Periodicals: publishing or publishing & printing • Georgia
NONQUALIFIED STOCK OPTION AWARDAgreement • May 14th, 1997 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
AMENDMENT TO CONSULTANCY AGREEMENTConsultancy Agreement • February 13th, 2001 • Meredith Corp • Periodicals: publishing or publishing & printing
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.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 28th, 2014 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
Meredith Corporation, an Iowa corporation (together with any successor thereto that becomes such in accordance with Section 10.5, the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the Purchasers”) as follows:
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 2026Supplemental Indenture • 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.
Exhibit 2.2 ----------- Continental Cablevision, Inc. The Pilot House Lewis Wharf Boston, MA 02110 GUARANTY AGREEMENT Dear Sirs and Mesdames: Reference is hereby made to the Purchase Agreement, dated as of March 15, 1996 (as from time to time amended...Guaranty Agreement • November 8th, 1996 • Meredith Corp • Periodicals: publishing or publishing & printing • Minnesota
NONQUALIFIED STOCK OPTION AWARDAgreement • February 11th, 1997 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
Note Purchase AgreementMeredith Corp • January 28th, 2015 • Periodicals: publishing or publishing & printing • New York
Meredith Corporation, an Iowa corporation (together with any successor thereto that becomes such in accordance with Section 10.5, the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the Purchasers”) as follows:
Exhibit 2.1 ----------- KELLY TELEVISION CO. AGREEMENT AND PLAN OF MERGER dated as of August 21, 1998Agreement and Plan of Merger • November 12th, 1998 • Meredith Corp • Periodicals: publishing or publishing & printing • California
FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of April 25, 2011 Among MEREDITH FUNDING CORPORATION as Seller, MEREDITH CORPORATION, as Servicer, FALCON ASSET SECURITIZATION COMPANY LLC, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME...Receivables Purchase Agreement • April 27th, 2011 • Meredith Corp • Periodicals: publishing or publishing & printing • Illinois
THIS FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 25, 2011, is among Meredith Funding Corporation, a Delaware corporation (“Seller”), Meredith Corporation, an Iowa corporation (“Meredith”), as initial Servicer, the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), Falcon Asset Securitization Company LLC (“Conduit”) and JPMorgan Chase Bank, N.A., as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEREDITH CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and RBC CAPITAL MARKETS, LLC as representative of the Initial Purchasers (as defined herein) Dated as of June 29, 2020Registration Rights Agreement • June 30th, 2020 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making
CREDIT AGREEMENT Dated as of June 16, 2010 among MEREDITH CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, The Other Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and BBVA COMPASS BANK,...Credit Agreement • June 18th, 2010 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
This CREDIT AGREEMENT is entered into as of June 16, 2010, among MEREDITH CORPORATION, an Iowa corporation (hereinafter, together with its successors in title and assigns, called the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and BBVA COMPASS BANK, each as a Co-Syndication Agent, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.
Exhibit 4.1 ----------- CREDIT AGREEMENTCredit Agreement • May 13th, 2002 • Meredith Corp • Periodicals: publishing or publishing & printing
Meredith CorporationEmployment Agreement • May 19th, 2020 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
Meredith CorporationAcknowledgment Agreement • September 10th, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
As you know, Meredith Corporation (“Meredith”) recently entered into an Agreement and Plan of Merger, with Gray Television, Inc. (“Gray”), Gray Hawkeye Stations, Inc., a wholly-owned subsidiary of Gray, and Meredith dated May 3, 2021 (as amended, the “Merger Agreement”). As a result of the Merger contemplated by the Merger Agreement (the “Merger”), Gray will acquire our local media group (“LMG”) business segment and Meredith will become a wholly-owned subsidiary of Gray.
AGREEMENT AND PLAN OF MERGER by and among MEDIA GENERAL, INC, MONTAGE NEW HOLDCO, INC., MONTAGE MERGER SUB 1, INC., MONTAGE MERGER SUB 2, INC. and MEREDITH CORPORATION DATED AS OF SEPTEMBER 7, 2015Agreement and Plan of Merger • September 10th, 2015 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2015 (this “Agreement”), by and among Media General, Inc., a Virginia corporation (“Montage”), Montage New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Montage (“New Holdco”), Montage Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), Montage Merger Sub 2, Inc., an Iowa corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), and Meredith Corporation, an Iowa corporation (“Marigold”). Each of Montage, New Holdco, Merger Sub 1, Merger Sub 2, and Marigold may be referred to herein as a “party” and collectively as the “parties”.
Exhibit 10.2 ------------ Statement re: Meredith Corporation Nonqualified Stock Option Award Agreements with its named executive officers Meredith Corporation has certain nonqualified stock option award agreements with certain of its named executive...Meredith Corp • November 13th, 1997 • Periodicals: publishing or publishing & printing
Meredith Corporation has certain nonqualified stock option award agreements with certain of its named executive officers. Such agreements are not filed herewith pursuant to Instruction 2. to Item 601 of Regulation S-K as they are substantially identical in all material respects, except as to the parties thereto and the number of stock options covered under the awards, to the agreement filed as Exhibit 10.1 in this Form 10-Q for the period ended September 30, 1997. The named executive officers and the number of stock options awarded in their respective agreements not filed with the Commission are as follows:
MEREDITH CORPORATION $50,000,000 6.39% Senior Notes, Series A, Due April 1, 2007 $50,000,000 6.62% Senior Notes, Series B, Due April 1, 2008 NOTE PURCHASE AGREEMENT Dated as of April 1, 2002Note Purchase Agreement • September 13th, 2004 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
AMONGReceivables Sale Agreement • May 13th, 2002 • Meredith Corp • Periodicals: publishing or publishing & printing • Illinois
Exhibit 10.2 ------------ Statement re: Meredith Corporation Nonqualified Stock Option Award Agreements with its named executive officers Meredith Corporation has certain nonqualified stock option award agreements with certain of its named executive...Meredith Corp • November 12th, 1998 • Periodicals: publishing or publishing & printing
Meredith Corporation has certain nonqualified stock option award agreements with certain of its named executive officers. Such agreements are not filed herewith pursuant to Instruction 2. to Item 601 of Regulation S-K as they are substantially identical in all material respects, except as to the parties thereto and the number of stock options covered under the awards, to the sample agreement filed as Exhibit 10.1 in this Form 10-Q for the period ended September 30, 1998. The named executive officers and the number of stock options awarded in their respective agreements not filed with the Commission are as follows:
ASSET PURCHASE AGREEMENT Among GANNETT CO., INC. and MEREDITH CORPORATION IN RESPECT OF TELEVISION STATION KMOV(TV), ST. LOUIS, MISSOURI and Related AssetsAsset Purchase Agreement • January 29th, 2014 • Meredith Corp • Periodicals: publishing or publishing & printing • Delaware
ASSET PURCHASE AGREEMENT, dated as of December 23, 2013 (this “Agreement”), by and among (i) GANNETT CO., INC., a Delaware corporation (“Parent”), together with that certain Seller named herein who shall join this Agreement as a party hereto, on the one hand, and (ii) MEREDITH CORPORATION, an Iowa corporation (“Buyer”), on the other hand.
EXECUTION COPY MEREDITH CORPORATION $50,000,000 6.39% Senior Notes, Series A, Due April 1, 2007 $50,000,000 6.62% Senior Notes, Series B, Due April 1, 2008 NOTE PURCHASE AGREEMENT Dated as of April 1, 2002 TABLE OF CONTENTS (Not a part of the Agreement)Note Purchase Agreement • May 13th, 2002 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
AMENDED AND RESTATED SEVERANCE AGREEMENT BETWEEN MEREDITH CORPORATION AND EXECUTIVE OF\FICERSSeverance Agreement • February 4th, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • New York
This Agreement is entered into as of the 30th of November, 2020 by and between MEREDITH CORPORATION, an Iowa corporation (the “Company”), and Catherine Levene, (the “Executive”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of June 2, 2021, by and among Meredith Corporation, an Iowa corporation (the “Company”), Gray Television, Inc., a Georgia corporation (“Parent”) and Gray Hawkeye Stations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Each of the Company, Parent and Merger Sub is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
MEREDITH CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT*Restricted Stock Unit Award Agreement • August 29th, 2017 • Meredith Corp • Periodicals: publishing or publishing & printing • Iowa
THIS AGREEMENT (the “Agreement”), effective as of the date set forth in the Notice, is between Meredith Corporation, an Iowa corporation (the “Company”) and the Grantee named in the Notice (the “Grantee”), and is subject to all applicable provisions of the Plan and the Plan’s Prospectus. The parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER among ABOUT, INC., MEREDITH CORPORATION, MEREDITH HOLDINGS CORPORATION, and solely for the limited purposes set forth herein IAC/INTERACTIVECORP Dated as of October 6, 2021Agreement and Plan of Merger • October 7th, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2021, among Meredith Corporation, an Iowa corporation (“Matrix”), Meredith Holdings Corporation, an Iowa corporation and a wholly owned Subsidiary of Matrix (the “Company”), About, Inc., a Delaware corporation (“Parent”), and, solely with respect to Section 10.6, Section 10.10, Section 10.11, Section 10.12, Section 10.13 and Section 10.15, IAC/InterActiveCorp, a Delaware corporation (“Parent Guarantor”). Matrix, the Company, Parent and, following the execution and delivery of the Merger Sub Joinder by Merger Sub, Merger Sub are referred to individually as a “Party” and collectively as “Parties”.
AMONGReceivables Purchase Agreement • May 13th, 2002 • Meredith Corp • Periodicals: publishing or publishing & printing • Illinois
