Exhibit 4.11
AMENDMENT No. 1 dated as of March 5, 2003, to the
Amended and Restated Credit Agreement dated as of January 23,
2003 (the "Credit Agreement"), among American Media Inc.
("Holdings"), American Media Operations, Inc. (the
"Borrower"), the lenders party thereto (the "Lenders") and
JPMorgan Chase Bank, as Administrative Agent (the
"Administrative Agent").
A. Pursuant to the Credit Agreement, the Lenders have extended, and
have agreed to extend, credit to the Borrower.
B. The Borrower and Holdings have requested that certain provisions
of the Credit Agreement be amended as set forth herein.
C. The undersigned Lenders are willing to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement, as amended hereby.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, and subject to the conditions set forth
herein, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Section 1.01. (a) The definition of the
term "Change in Control" in Section 1.01 of the Credit Agreement is hereby
amended as follows:
(i) by replacing subclause (i) of clause (a) of such definition with
the following: "(a)(i) Holdings at any time owning, beneficially and of
record, less than all the outstanding Equity Interests of the Borrower
(other than up to 20% of the common stock of the Borrower held by Persons
other than Holdings in accordance with Section 6.03(e))"; and
(ii) by replacing clause (d) of such definition with the following:
"(d) either Evercore or THL (or a combination thereof) no longer having
the direct or
2
indirect power to appoint a majority of the managers of (or other
individual comprising) the board of managers or other governing body
of EMP Group L.L.C.".
(b) The definition of the term "Management Agreement" in Section
1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
"Management Agreement" means the agreement among Holdings, THL
and Evercore substantially in the form provided to the
Administrative Agent prior to March 5, 2003.
(c) The definition of the term "Prepayment Event" in Section 1.01
of the Credit Agreement is hereby amended by deleting in clause (c) of such
definition the text "Restricted Subsidiary or (ii)" and replacing it with the
text "Restricted Subsidiary, (ii) any such issuance of Equity Interests by
Holdings or receipt by Holdings of any capital contribution, in each case in
connection with the Equity Reorganization, to the extent that the proceeds
therefrom are applied by Holdings to pay or reimburse fees and expenses incurred
in connection with the Equity Reorganization or (iii)".
(d) The following new definitions are added to Section 1.01 of
the Credit Agreement in appropriate alphabetical order:
"Equity Reorganization" means the recapitalization of EMP
Group L.L.C. ("EMP") through (a) the formation of a corporation (the
"Merger Corp.") by Evercore, THL and certain of their respective
Affiliates and related investors (collectively, the
"Recapitalization Group") , (b) the contribution by the
Recapitalization Group of cash and certain of their existing Equity
Interests in EMP to the Merger Corp. and (c) the merger of EMP into
the Merger Corp., with EMP as the surviving entity.
"Prior Management Agreement" means the agreement among
Holdings and Evercore dated May 7, 1999.
"THL" means ▇▇▇▇▇▇ ▇. ▇▇▇ Partners, L.P., a Delaware limited
partnership, and its affiliates or any investment fund controlled by
▇▇▇▇▇▇ ▇. ▇▇▇ Partners, L.P.
3
SECTION 2. Amendment to Section 6.09. Section 6.09 of the Credit
Agreement is hereby amended as follows:
(a) by deleting clause (c) of Section 6.09 and replacing it with "(c)
transactions expressly contemplated by the Management Agreement, including
payment of management fees to THL and Evercore in an aggregate amount not to
exceed $2,000,000 in any fiscal year";
(b) by replacing the word "and" at the end of clause (d) with a comma;
and
(c) by inserting at the end of clause (e) of Section 6.09 the following
additional clauses:", (f) the payment or reimbursement by Holdings of fees
and expenses incurred in connection with the Equity Reorganization, but only to
the extent that Holdings shall have received cash, proceeds from additional
capital contributions by EMP Group L.L.C., or the issuance of additional Equity
Interests by Holdings to EMP Group L.L.C., for the purpose of making such
payments and (g) the payment or performance by Holdings of its obligations under
the indemnification, expense reimbursement and other provisions of the Prior
Management Agreement that survive termination thereof."
SECTION 3 . Representations and Warranties. Each of the Borrower and
Holdings represents and warrants to the Administrative Agent and to each of the
Lenders that:
(a) This Amendment has been duly authorized, executed and delivered by
each of the Borrower and Holdings and constitutes a legal, valid and binding
obligation of each of the Borrower and Holdings, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.
(b) The representations and warranties of each Loan Party set forth in the
Loan Documents are true and correct (or, in the case of such representations and
warranties that are not qualified as to materiality, true and correct in all
material respects) on and as of the date hereof.
(c) Immediately after giving effect to this Amendment, no Default shall
have occurred and be continuing.
SECTION 5. Conditions to Effectiveness. The amendments set forth in
Sections 1 and 2 of this Amendment
4
shall become effective on the date that the Equity Reorganization is consummated
(determined based on notice to the Administrative Agent from Holdings or the
Borrower to such effect), subject to satisfaction of the following conditions on
or prior to such date: (a) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, Holdings and the Required Lenders and (b) the Administrative Agent
shall have received payment of all fees and out-of-pocket expenses required to
be paid or reimbursed by the Borrower pursuant to the Credit Agreement or in
connection with this Amendment (including those payable pursuant to Section 6
below).
SECTION 6. Amendment Fee. In consideration of the agreements of the
Lenders contained in this Amendment, the Borrower agrees to pay to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart of this Amendment at or prior to 5:OO p.m., New York time, on March
5, 2003, an amendment fee in an amount equal to 0.050% of the sum of such
Lender's Revolving Commitment and outstanding Term Loans; provided that such fee
shall not be payable unless and until all conditions to the effectiveness of
this Amendment as provided in Section 5 hereof (other than payment of such
amendment fee) shall have been satisfied.
SECTION 7 . Waiver. Each undersigned Lender hereby waives compliance with
Section 6.09 of the Credit Agreement to the extent, and only to the extent, to
permit Holdings to pay up to $4,000,000 of expenses incurred in connection with
the Equity Reorganization if the Equity Reorganization does not occur and to
permit the Borrower to make payments to Holdings as necessary to fund such
payments by Holdings. This waiver shall become effective on the date that the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Borrower, Holdings and the
Required Lenders.
SECTION 8. Credit Agreement. Except as specifically amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date hereof,
any reference to the Credit Agreement shall mean the Credit Agreement as amended
or modified hereby. This Amendment shall be a Loan Document for all purposes.
5
SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.
SECTION 11. Headings. The Section headings used herein are for convenience
of reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
AMERICAN MEDIA, INC.,
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President &
General Counsel
AMERICAN MEDIA OPERATIONS, INC.,
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President &
General Counsel
JPMORGAN CHASE BANK, individually and
as Administrative Agent,
by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
