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EXHIBIT 4.10
AMENDMENT, dated as of March 20, 1997 (this "Amendment"), to and of the
Third Amended and Restated Credit Agreement, dated as of November 10, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among American Media Operations, Inc. (formerly Enquirer/Star,
Inc.) (the "Borrower"), the Subsidiaries signatory thereto (the "Guarantors"),
the banks and other financial institutions from time to time parties thereto
(the "Banks"), and The Chase Manhattan Bank (formerly Chemical Bank), as agent
(in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, pursuant to Section 7(k) of the Credit Agreement, any Change in
Control is an Event of Default, and "Change in Control" is defined as, among
other things, the failure of BVIII, BVIIIA and ▇▇▇▇▇▇▇▇▇, collectively, to own,
directly or indirectly, shares of Capital Stock of 31 American Media, Inc.
(formerly Enquirer/Star Group, Inc.) ("AMI") having an economic interest on
liquidation of at least certain specified percentages during certain specified
periods;
WHEREAS, "▇▇▇▇▇▇▇▇▇" is defined as "▇▇▇▇▇▇▇▇▇ Holdings, L.P., a Delaware
limited partnership";
WHEREAS, the Borrower has requested that the Credit Agreement be amended to
permit ▇▇▇▇▇▇▇▇▇ Holdings, L.P. to effect a current distribution of its Capital
Stock of AMI to its general partners, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Partners"); and
WHEREAS, the Banks are willing to agree to such amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the Guarantors, the
Banks and the Agent hereby agree as follows:
Section 1. DEFINED TERMS. Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as therein defined.
Section 2. AMENDMENT OF SUBSECTION 1.1 (DEFINED TERMS). Subsection
1.1 of the Credit Agreement is hereby amended by replacing the definition
of "▇▇▇▇▇▇▇▇▇" with the following:
"'▇▇▇▇▇▇▇▇▇': ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, collectively."
Section 3. EFFECTIVE DATE. Upon the later to occur of (i) the
execution of this Amendment by the Borrower, the Guarantors, the Required
Banks and the Agent and (ii) the transfer by ▇▇▇▇▇▇▇▇▇ Holdings, L.P. of
all of its Capital Stock of AMI to the Partners, this Amendment shall
become effective as of March 20, 1997.
Section 4. MISCELLANEOUS. (a) Except for the amendment expressly
provided herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms. The
amendment provided herein shall be limited precisely as drafted and shall
not be construed to be an amendment or waiver of any other provisions of
the Credit Agreement other than as specifically provided herein.
(b) The Borrower hereby confirms that, after giving effect hereto,
each Credit Document to which it is party remains in full force and effect
in accordance with its terms.
(c) The Borrower agrees to pay or reimburse the Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with the
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent.
(d) This Amendment may be executed in any number of counterparts by
the parties hereto, and all of said counterparts when taken together shall
be deemed to constitute one and the same instrument.
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(e) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered in New York, New York by their proper and
duly authorized officers as of the date first above written.
AMERICAN MEDIA OPERATIONS, INC.
By:
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Title:
NATIONAL ENQUIRER, INC.
WEEKLY WORLD NEWS, INC.
DISTRIBUTION SERVICES, INC.
NDSI, INC.
FAIRVIEW PRINTING, INC.
STAR EDITORIAL, INC.
SOM PUBLISHING, INC.
COUNTRY WEEKLY, INC.
By:
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Title:
THE CHASE MANHATTAN BANK, as Agent
and as a Bank
By:
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Title:
THE BANK OF NEW YORK
By:
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Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
------------------------------------
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By:
------------------------------------
Title:
BANQUE PARIBAS
By:
------------------------------------
Title:
By:
------------------------------------
Title:
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▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By:
------------------------------------
Title:
BANK OF HAWAII
By:
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Title:
BANK OF IRELAND
By:
------------------------------------
Title:
CREDIT LYONNAIS ATLANTA AGENCY
By:
------------------------------------
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By:
------------------------------------
Title:
FLEET BANK
By:
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Title:
TORONTO DOMINION (TEXAS), INC.
By:
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Title:
▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE RESERVES
By:
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Title:
▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE
FUND, INC.
By:
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Title:
KEYPORT LIFE INSURANCE
By:
------------------------------------
Title:
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THE FIRST NATIONAL BANK OF BOSTON
By:
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Title:
THE SUMITOMO TRUST & BANKING
COMPANY, LIMITED, NEW YORK BRANCH
By:
------------------------------------
Title:
UNION BANK
By:
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Title:
CIBC, INC.
By:
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Title:
NATIONAL CITY BANK
By:
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Title:
VAN ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRIME RATE
INCOME TRUST
By:
------------------------------------
Title:
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