People's 182 (AMI Non-Prosecution Agreement 9.20.2018)

& US Bpertment ot dents i United States Attorney South Dic of tow ork Pett te Now Tok No York 10097 Sepember 20,2018 Charles A. Siillman, Esq. James A. Mitchell, Esq. Bed Sp 1 Rendition Dear Messrs. Stillman and Mitchell: Based onthe coopenion sd implemen of emedi meses described ow, and strictly subject to the terms, conditions, and understandings set forth herein, the Office of the United Se Atmey fo the Souther Dik o ew Yok (ht Ofc wil ot cry 1 pre encom ns CAME) or any cre eo at an! True. ee Ea ee a Sr os comnts pate Be Compan of cane fo Peden oh Untied Sturn rs AVI es eno Pinaion toh Oe oh eof is Ares, Tis comunity he mnt of Fst, whieh. atcoed here ov Eu pd ey ye A Se Ep ns, ocr io pen. FO ————— esimony or gles lommaton Sven by (or ng oer mon rt ly soon won) wih wen ge 2 os sk. porn Bo rend reds ay rts at poms ot shy Sone ves esto a Iti anderson that AME) shell rth and comply disclose al information with espet 0h aertosof al nd ts offen sets a omloms oncom hms As Ofte ps ob whieh mo cn be ont lo shot aly wi is Of od ary oh J mfr sont BA te cd sl metings which i Offs eqns ren snd is bt elo ore Ea nor oplopes oan) mein or meow o eon go 3 of oon reveling. (0 Sol rove Off upon uc a rome. too ct ras Tce larg pats vom wh hg Oc o eat oe mms nie of 1d 9) a on 6 mes ohmonvr Moroes, oy sn ay roids offal onlin hb poe 1 especie emote Ti Off md dest eegeore AMS obhgmtons ura ahs bast soon _— Jrv—  Page until the later of (1 a period of three years from th signing of this Agreement, or (2) th date on which ll prosecutions arising oul of the conduct described in the opening paragraph of this | Agreement ar fina, is undersood that, should AMI commit any cies subsequent tothe date of signing of this Agreement, or should the Government detcrmine that AMI or ts represenatives have. Knowingly given false, incomplete, or misleading testimony or information, or should AMI otherwise vilate any provision of hs Agreement, AMI shal thereafer be subject (0 prosecution for any federal criminal violation of which ths Office has knowledge, including perjury and obstruction of jusice. Any such prosecution tha is no time-barred by the applicable statute of limitations on the date of the signing of this Agreement may be commenced against AMI, notwithstanding the expiration of the statute of imitations between the signing of tis Agreement and the commencement of such prosecution. Its the intent ofthis Agreement to waiveal defenses based on the statute of limitations with respect to any prosecution tht i not time-barred on the date that this Agreement is signed. Its understood that if the Government has determined that AM! has committed any crime afer signing this Agreement or that AMI or ts representatives have given fals, incomplete, or misleading testimony or information, or that AMI has otherwise violated any provision of this ‘Agreement, (2) all statements made by AMI or is representatives to thi Office or other designated law enforcement agents, and any testimony given by AMI o is representatives before a grand jury or other tribunal, whether prio to or subsequent (0 th signing of this Agreement, and any leads from such statements or testimony shall be admissible in evidence in any criminal proceeding brought against AMT, and (b) AMI shall assert no claim under the United States Constitution, any statu, Rule 410 of the Federal Rule of Evidence, or any other federal ule that such statements or any leads therefrom should be suppressed. It is th intent ofthis Agreement to waive all ights in the foregoing respects. Iti further understood that AMI shall (x) prepare and distibute, within three months of the signing of this agreement, to AMPs executive officers, senior management and editorial employees of set of writen standards regarding federal election laws and their application to AMP's media operations (the Standards”); (5) conduct annua training concerning the Standards, with required attendance by AMP's executive officers, senior management and editorial employees; () employ, retin, or designate counsel knowledgeable inthe field of federal election law as applicd to AMP's business, which counsel shal be made availabe to all AM employees to discuss any questions or concerns with respect to the Standards; (d) consult with counsel to ensure. that any payments to acquire stories involving individuals running for office comply with the Standards; and (¢ report to this Office any violation of the Standards or federal election law by. AMI, it employees, or its representatives durin the period of this agreement. I is futher understood that this Agreement does not bind any federal, state or local prosecuting authority other than this Office. This Office will however, bring the cooperation of AMI 10 the attention of other prosceuting offices, if requested by AM Its futher understood that neither AMI nor this Office will disclose this Agreement and Exhibit A attached hereto o the public on o before November 6, 2018. Nothing inthe foregoing os262018 AMCONTROL2  Page 3 sentence s nendd 0 peu AMI fm makin 0 Agr avibl, on onfdnil ei fr evi by Coie for AMI's unwrlr,adiorsortrs or th imhedpupose ST reiotaions egudig rd decions. Counsel of AM) gies ht hey wll cba 4 signed knowledges of condemn SSG 0 INTL, odor oF SUS WAD iS the Agreemen. With espe 10 his marr, his Agiament superedes l pio, any, undesndings, promises snd condions betwen tis Office £nd AML No addons promises, sreement, £30 condhios ave bee enred no other than hose 1 Tr i ee and none wi 56 need aos in wing and signed by sl aris. Very ly yours, ROBERT KHUZAMI ‘Acting United Stas Avorn — Be) es Gow Rach amin Thomas Mekiy Nicolas Roos sian Und Sues Ascress I-22 APPROVED: Lit Zo [ISA ZORNGERG Che, Criminl iision AGREED AND CONSENTED TO: i Suthrustue 21, 2003 Eric Klee. Date oo Genera counsel, AMI APPROVED: 12019 ames A. Michel. Esq Anoreys for AMI aussaons AMCONTROL3  Exhibit A to Letter fo American Media, Inc. dated September 20, 2018 ‘Statement of Admitted Facts 1. American Medie, Inc. (AMI) is a corporation based in New York. AMI owns and publishes magazines, supermarket tabloids, and books, including the National Enquirer, OK! Magazine, Star Magazine, Radar Online, Men's Journal, and Muscle & Fitness Her's. 2. As set forth in more detail below, on or about August 10, 2016, AMI made a ‘payment in the amount of $150,000, in cooperation, consultation, and concert with, and at the request and suggestion of one of more members or agents of a candidate's 2016 presidential campaign, to ensure that a woman did not publicize damaging allegations about that candidate. before the 2016 presidential lection and thereby influence that ection. 3. Inorsbout August 2015, David Pecker, the Chairman and Chief Exceutive Officer of AMI, met with Michael Cohen, a attorney for a presidential candidate, and at last one other member of the campaign. At the meeting, Pecker offered to help deal with negative stories about that presidential candidate's relationships with women by, among other things, assisting the. campaign in identifying such stories so they could be purchased and their publication avoided. Pecker agreed to keep Cohen apprised of any such negative stories. 4. nor about June 2016, an attorney representing a model and actress attempting to sell her story of her alleged extramarital affair with the aforementioned presidential candidate contacted an editor at the National Enguirer. Pecker and the editor called Cohen and informed him of the story. At Cohen's urging and subject to Cohen's promise that AMI would be reimbursed, the editor began negotiating fo the purchase of the tory. On June 20, 2016, the editor interviewed the model about her sory. Following the interview, AMI communicated to Cohen that it would acquire the story to prevent is publication. 5. On or about August 5, 2016, AMI entered into an agreement with the model to acquire her “limited life rights” to the story of her relationship with “any then-married man,” in exchange for $150,000. It was also agreed that AMI would feature her on two magazine covers and could publish over one hundred magazine articles authored by her. AMI agreed to pay the model $150,000 - substantially more money than AMI otherwise would have paid o acquire the Story because of Cohen's assurances to Pecker that AMI would ultimately be reimbursed for the. payment. Despite the cover and article features to the agreement, AMI's principal purpose in entering into the agreement was suppress the models sory so as 0 preven it from influcncing. the election. At no time during the negotiation for or acquisition of the model's story did AMI intend to publish the story or disseminate information about it publicly. On or about August 10, 2016, AMI sent $150,000 to an attomey representing the model. 6. Between in or about late August 2016 and September 2016, Cohen called Pecker and steted that he wanted to be assigned the limited life ights portion of AMI's agreement with the model, which included the requirement that the model not otherwise disclose her story. Pecker agreed to assign th rights to Cohen for $125,000. Pecker instructed a consultant who works for AMI to complete the assignment through a company unafflited with AMI. On September 30, AM-CONTROL  Page2 2016, Pesker sgaed an asignment agreement, which contemplated the transfer of the limited ie Tights portion of AMI's agreement 0 an entity that had been set up by Coen for $125,000. The consultant delivered the signed assignment agreement to Cohen, long With an invoice fom a shell corporation incorporate by the consultant fo th payment of $125,000, which flsly sated the payment was for an “agreed upon ‘Mat fee’ for advisory services However, in or about arly ‘October 2016, afe the assignment agreement was signed but before Cohen had paid the $125,000, Pecker contacted Cohen and told him that the deal was off and that Cohen should tear up the assignment agreement. 7. Following the 2016 presidential election, AMI published articles written by the model in OK! Magazine and Sar Magazine, featured her on the cover of Muscle & Fitness Hers, and published articles in Radar Online featuring the model. The publication of these articles was intended, at last in pat (0 keep the model from commenting publicly about her sory and her agreement with AMI. 8 Au all relevant times, AMI knew tht corporations such as AMI re subject to federal campaign finance laws, and that expenditures by corporations, made for purposes of influencing an election and in coordination with or at the request ofa candidat or campaign, are unlawful.” At no ime did AMI report to the Federal Election Commission tht it had made the $150,000 payment 0 the model. 9. AMI has cooperated with the United States Attomey's Office for the Southern Distt of New York and the Federal Bureau of Investigation during is investigation and provided substantial and important assistance to the investigating agents and prosecutors during the course of the grand jury investigation in the Southern District of New York. Among other things, AMI has made various personnel from AM available for numerous interviews; engaged outside counsel 10 ensure the integrity of Its compliance with and responses to subpoenas, and responded 0 numerous requests from prosecutors for various specific tems of information. AMI has also agreed in connection with the Non-Prosecution Agreement o implement specific improvements toits intemal compliance to preven futur violations of the federal campaign finance laws. AM-CONTROLS