American Media (ENQ) 10-K 2014 FY Annual report

Exhibit 10.45

WAIVER TO

REVOLVING CREDIT AGREEMENT

WAIVER, dated as of July 3, 2014 (this “Waiver”) to the Revolving Credit Agreement dated as of December 22, 2010 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among American Media, Inc. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower has informed the Administrative Agent and each Lender party hereto that the Borrower has failed to furnish to the Administrative Agent (i) the financial statements, reports and other documents as required under Section 5.01(a) of the Credit Agreement with respect to the fiscal year of the Borrower ended March 31, 2014 (ii) and the related deliverables required under Sections 5.01(c) and 5.03(b) of the Credit Agreement (collectively, the “Specified Default”).

WHEREAS, upon Borrower’s request, the Required Lenders have agreed subject to the terms and conditions set forth herein, to waive the Specified Default during the Waiver Period (as hereinafter defined).

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1.Limited Waiver.

(a)As of the Waiver Effective Date (as hereinafter defined), the Required Lenders hereby waive the Specified Default until the expiration of the Waiver Period. As used herein, the term “Waiver Period” shall mean the period commencing on the Waiver Effective Date and expiring at 5:30 p.m., New York City time, on July 15, 2014.

(b)Upon the expiration of the Waiver Period, the agreement of the Required Lenders hereunder to waive the Specified Default shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which the Borrower and each other Loan Party hereby waives.

Section 2.Counterparts.

This Waiver may be executed in counterparts (and by different parties hereto in 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 Waiver by telecopy or electronic transmission (including in .pdf or similar format) shall be effective as delivery of a manually executed counterpart of this Waiver.

Section 3.Applicable Law.

THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 4.Headings.

Section headings herein and in the Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Waiver or any Loan Document.

Section 5.Effect of Waiver.

On and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Waiver. The Credit Agreement and each of the other Loan Documents, as supplemented by this Waiver, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. For purposes of this Waiver, “Waiver Effective Date” shall mean the date upon with this Waiver has been signed by the Borrower and the Required Lenders.

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.

AMERICAN MEDIA, INC., as Borrower
By:	/s/ Christopher Polimeni
	Name: Christopher Polimeni
	Title: Executive Vice President, Chief Financial Officer and Treasurer

SIGNATURE PAGE TO WAIVER DATED AS OF July 3, 2014, AMONG AMERICAN MEDIA, INC. AND THE LENDERS PARTY HERETO
Lender Name:
JPMorgan Chase
By:	/s/ Susan E. Atkins
	Name: Susan E. Atkins
	Title: Managing Director

SIGNATURE PAGE TO WAIVER DATED AS OF July 3, 2014, AMONG AMERICAN MEDIA, INC. AND THE LENDERS PARTY HERETO
Lender Name:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Benjamin Souh
	Name: Benjamin Souh
	Title: Vice President
By:	/s/ Keith Braun
	Name: Keith Braun
	Title: Managing Director

SIGNATURE PAGE TO WAIVER DATED AS OF July 3, 2014, AMONG AMERICAN MEDIA, INC. AND THE LENDERS PARTY HERETO
Lender Name:
CREDIT SUISSE AG CAYMAN ISLANDS BRANCH
By:	/s/ Vipul Dhadda
	Name: Vipul Dhadda
	Title: Authorized Signatory
By:	/s/ Sally Reyes
	Name: Sally Reyes
	Title: Authorized Signatory