EXECUTION COPY
Exhibit 4.5
AMENDMENT dated as of February 11, 2002
(this "Amendment"), to the Credit Agreement dated as
of May 7, 1999, as amended and restated as of
November 1, 1999 (the "Credit Agreement"), among
American Media Operations, Inc., a Delaware
corporation (the "Borrower"), American Media, Inc., a
Delaware corporation ("Holdings"), the lenders party
thereto (the "Lenders"), and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), a New
York banking corporation, as administrative agent (in
such capacity, the "Administrative Agent").
WHEREAS, pursuant to the Credit Agreement, the Lenders and the
Issuing Bank have extended credit to the Borrower, and have agreed to extend
credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein.
WHEREAS, the Borrower desires to issue Senior Subordinated
Notes (the "New Senior Subordinated Notes") in an aggregate principal amount not
to exceed $175,000,000 and to use 50% of the gross proceeds thereof to enable
Holdings to make a distribution (in the form of a divided or equity repurchase)
to EMP Group L.L.C. with respect to Equity Interests in Holdings owned by EMP
Group L.L.C., and to use the remaining Net Proceeds thereof after making such
distribution to prepay Term Loans.
WHEREAS, the Borrower has requested that the Required Lenders
agree to amend certain provisions of the Credit Agreement as provided herein to
allow for the issuance of the New Senior Subordinated Notes and the distribution
to EMP Group L.L.C. with respect to Equity Interests in Holdings owned by EMP
Group L.L.C.
WHEREAS, the Required Lenders are willing to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the Borrower and the Required Lenders under
Section 9.02 of the Credit Agreement hereby amend the Credit Agreement as
follows:
SECTION 1. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof", "hereunder," "herein" and "hereby" and
each similar reference and each reference to this "agreement" and each other
similar reference contained in the Credit Agreement shall, after this Amendment
becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment. (a) The definition of the term
"Consolidated EBITDA" in Section 1.01 of the Credit Agreement is hereby amended
(i) by deleting the word
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"and" directly preceding clause (g) of such definition and replacing it with a
comma, (ii) by adding the text "and" immediately after the text "Permitted
Acquisition or Indebtedness" in clause (g) therein and (iii) by inserting the
following clause (h) after clause (g) therein: "(h) the aggregate amount, not to
exceed $5,000,000, of charges, to the extent incurred, resulting from the
anthrax incident (as described in the Company's Quarterly Report on Form 10-Q
for the quarter ending December 24, 2001 filed with the Securities and Exchange
Commission on February 5, 2002) at the Company's Boca Raton, Florida
headquarters recognized on or prior to October 7, 2004."
(b) The definition of the term "Financing Transactions" in
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by the following definition:
"Financing Transactions" means the transactions undertaken by
Holdings, the Borrower and the Subsidiary Loan Parties in connection
with the execution and delivery of the Original Credit Agreement and
the Subordinated Debt Documents in respect of the 1999 Senior
Subordinated Notes, the issuance of the 1999 Senior Subordinated Notes
and the borrowing of the initial Loans.
(c) The definition of the term "Subordinated Debt" in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety by
the following definition:
"Subordinated Debt" means (a) the 1999 Senior Subordinated
Notes, (b) the New Senior Subordinated Notes and (c) any senior
subordinated notes having substantially the same terms as the 1999
Senior Subordinated Notes and the New Senior Subordinated Notes issued
in exchange therefor.
(d) The definition of the term "Subordinated Debt Documents"
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by the following definition:
"Subordinated Debt Documents" means any indenture under which
any Subordinated Debt was or is issued and all other instruments,
agreements and other documents evidencing or governing any Subordinated
Debt or providing for any Guarantee or other right in respect thereof.
(e) The definition of the term "Applicable Rate" is amended by
deleting clause (a) of such definition and replacing it with the following new
clause (a) and table: "(a) with respect to any ABR Loan or Eurodollar Loan that
is a Tranche B Term Loan or Tranche B-1 Term Loan, the applicable rate per annum
set forth below under the caption "ABR Spread" or "Eurodollar Spread", as the
case may be, based upon the Leverage Ratio as of the most recent determination
date:
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ABR Eurodollar
Leverage Ratio: Spread Spread
Category 1
Greater than or equal
to 5.00 to 1.00 2.75% 3.75%
Category 2 2.50% 3.50%
Less than 5.00 to 1.00
(f) Section 1.01 of the Credit Agreement is hereby further
amended by inserting the following defined terms in proper alphabetical order:
"New Senior Subordinated Notes" means the Senior Subordinated
Notes due 2009 having substantially the same terms as the 1999 Senior
Subordinated Notes to be issued by the Borrower in an aggregate
principal amount not to exceed $175,000,000 and the Indebtedness
represented thereby.
"1999 Senior Subordinated Notes" means the Senior Subordinated
Notes due 2009 issued by the Borrower on the Effective Date in the aggregate
principal amount of $250,000,000 and the Indebtedness represented thereby.
(g) Section 2.11(c) of the Credit Agreement is hereby amended
(i) by adding the text "or the issuance of the New Senior Subordinated Notes"
immediately after the text "in respect of any Prepayment Event" in the clause
preceding the proviso thereof and (ii) by replacing the parenthetical
immediately preceding the proviso thereof with the following parenthetical:
"(or, in the case of (i) an event described in clause (c) of the definition of
Prepayment Event, 50% of such Net Proceeds and (ii) the issuance of the New
Senior Subordinated Notes, an amount equal to the excess of (A) 100% of the Net
Proceeds received by the Borrower in connection with the issuance of the New
Senior Subordinated Notes over (B) 50% of the gross proceeds received by the
Borrower in connection with the issuance of the New Senior Subordinated Notes)."
(h) Section 6.01(a) of the Credit Agreement is hereby amended
by adding the text "in an aggregate principal amount not exceeding $425,000,000
at any time outstanding; provided that an amount equal to the excess of (i) 100%
of the Net Proceeds received by the Borrower in connection with the issuance of
the New Senior Subordinated Notes over (ii) 50% of the gross proceeds received
by the Borrower in connection with such issuance shall be applied to prepay Term
Loans in accordance with Section 2.11(c)" at the end of clause (ii) thereof.
(i) Section 6.07 of the Credit Agreement is hereby amended and
restated in it entirety to read:
SECTION 6.07. Hedging Agreements. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any Hedging
Agreements, other than (a) Hedging Agreements entered into in the ordinary
course of business to hedge or mitigate risks to which the Borrower or any
Restricted Subsidiary is exposed in the conduct of its business or the
management of its liabilities and (b) Hedging Agreements entered into in order
to
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effectively exchange interest rates (from fixed to floating rates or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Restricted Subsidiary.
(j) Section 6.08 of the Credit Agreement is hereby amended by
inserting the following text at the end of such Section: "Notwithstanding the
foregoing, Holdings may make a distribution (in the form of a dividend or equity
repurchase) to EMP Group L.L.C. with respect to Equity Interests in Holdings
owned by EMP Group L.L.C. (and the Borrower may pay a dividend to Holdings to
enable Holdings to make such distribution) with the Net Proceeds received by the
Borrower in connection with the issuance of the New Senior Subordinated Notes in
an amount equal to 50% of the gross proceeds received by the Borrower in
connection with the issuance of the New Senior Subordinated Notes; provided that
the distribution shall be made within 60 days of receipt of such Net Proceeds;
provided further that at the time of the declaration of such distribution and
after giving effect thereto, no Default shall have occurred and be continuing."
(k) Section 6.12 of the Credit Agreement is hereby amended by
replacing the table therein with the following table:
Period Ratio
February 11, 2002 to and
including September 30, 2003 6.25 to 1.00
October 1, 2003 to and
including March 31, 2004 6.00 to 1.00
April 1, 2004 to and including
March 31, 2005. 5.50 to 1.00
Thereafter 4.75 to 1.00
(l) Section 6.13 of the Credit Agreement is hereby amended by
replacing the table therein with the following table:
Period Ratio
February 11, 2002
to and including
September 30, 2003 3.50 to 1.00
Thereafter 3.00 to 1.00
(m) Section 6.14 of the Credit Agreement is hereby amended by
replacing the table therein with the following table:
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Period Ratio
February 11, 2002 to and
including March 31, 2004 1.75 to 1.00
April 1, 2004 to and including
March 31, 2005 2.00 to 1.00
Thereafter 2.15 to 1.00
SECTION 3. Representations and Warranties. The Borrower
represents and warrants to the Administrative Agent, to the Issuing Bank and to
each of the Lenders that:
(a) This Amendment has been duly authorized by all necessary
corporate and stockholder action, if required, and has been duly executed and
delivered by the Borrower and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct in all material respects with the same effect as if made on
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.
(c) Before and after giving effect to this Amendment, no
Default has occurred and is continuing.
SECTION 4. Amendment Fee. In consideration of the agreements
of the Required 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 prior to 5:00 p.m., New York City time,
on February 11, 2002, an amendment fee (an "Amendment Fee") in an amount equal
to 0.25% of the sum of (a) such Lender's Revolving Commitment as of the
Amendment Effective Date and (b) the outstanding principal amount of Term Loans
held by such Lender after giving effect to the offering of the New Senior
Subordinated Notes and the use of proceeds thereof to prepay Term Loans in
accordance with Section 2.11(c) of the Credit Agreement, as amended hereby,
provided that no Amendment Fee shall be payable unless this Amendment becomes
effective in accordance with its terms, provided further that such Amendment Fee
shall be paid by the Borrower upon the use of the proceeds from the issuance and
sale of the New Senior Subordinated Notes to prepay Term Loans in accordance
with Section 2.11(c) of the Credit Agreement, as amended hereby.
SECTION 5. Conditions to Effectiveness. This Amendment shall
become effective as of the date (the "Amendment Effective Date") when 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.
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SECTION 6. 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 hereby.
SECTION 7. Loan Document. This Amendment shall be a Loan
Document for all purposes.
SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.
SECTION 10. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.
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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
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Name:
Title:
AMERICAN MEDIA OPERATIONS, INC.,
by
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Name:
Title:
JPMORGAN CHASE BANK, known as The Chase
Manhattan Bank, individually and as
Administrative Agent,
by
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Name:
Title:
SIGNATURE PAGE TO
AMENDMENT DATED AS OF
February [ ], 2002
To Approve the Amendment:
Name of Institution
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by
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Name:
Title:
ANNEX
AMERICAN MEDIA OPERATIONS, INC.
TERM LOAN LENDER PREPAYMENT ELECTION FORM
The undersigned (the "Lender") hereby irrevocably elects, in
accordance with Section 2.11(e) of the Credit Agreement dated as of May 7, 1999,
as amended and restated as of November 1, 1999 (the "Credit Agreement"), among
American Media, Inc., American Media Operations, Inc., the lenders party
thereto, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank),
as administrative agent, to decline $________________ (__________%) of the
prepayment of such Lender's B Term Loans or B-1 Term Loans, as the case may be,
required to be made to such Lender pursuant to the Amendment to the Credit
Agreement dated as of February [ ], 2002. Lender hereby agrees that delivery of
this Term Loan Prepayment Election Form to the Administrative Agent along with
such Lender's executed signature page shall satisfy the notice requirement set
forth in Section 2.11(e) of the Credit Agreement with respect to such Lender's
prepayment election thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand as of this
____ day of February, 2002.
______________________________
by
_________________________
Name:
Title: