EX-4.6



 EXHIBIT 4.6 

 
  
 THIRD SUPPLEMENTAL INDENTURE 
 Dated as of April 25, 2012 

Among 

AMERICAN MEDIA, INC., 
 THE GUARANTORS NAMED HEREIN 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION 
 (as successor by merger to WILMINGTON TRUST FSB), 
 as Trustee 

to the 

INDENTURE 

Dated as of December 1, 2010 
 Between 
 AMO ESCROW CORPORATION 

and 

WILMINGTON TRUST, NATIONAL ASSOCIATION 
 (as successor by merger to WILMINGTON TRUST FSB), 
 as Trustee 

11 1/2% FIRST LIEN SENIOR SECURED NOTES DUE 2017 

 
  







 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
April 25, 2012, among ODYSSEY MAGAZINE PUBLISHING GROUP LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and WILMINGTON
TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as trustee and collateral agent under the indenture referred to below (collectively in such capacities, the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of December 1, 2010, providing for the initial issuance of $385,000,000 aggregate principal amount of
11 1/2% First Lien Senior Secured Notes due 2017 (the “Notes”), as amended by the First Supplemental Indenture and Second Supplemental Indenture (the “Indenture”);

 WHEREAS, the Issuer entered into a Membership Interest Purchase Agreement, dated as April 1, 2012, pursuant to
which the Issuer acquired certain membership interests of the Guaranteeing Subsidiary, and as a result, the Guaranteeing Subsidiary became a Restricted Subsidiary of the Issuer; 

WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances, the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and
under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in
the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

 (a) The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of
the obligations and agreements of a Guarantor under the Indenture. 
 (b) The Guaranteeing Subsidiary agrees, on
a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 11 of the Indenture on a senior basis. 







 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that
the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK 

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. 
 (6) Effect of Headings. The
Section headings herein are for convenience only and shall not affect the construction hereof. 
 (7) The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely
by the Guaranteeing Subsidiary. 
 [Signature Pages to Follow] 







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

					
	AMERICAN MEDIA, INC.
		
	By:	 	/s/ Christopher V. Polimeni
		 	Name:	 	Christopher V. Polimeni
		 	Title:	 	Executive Vice President, Chief
		 		 	Financial Officer and Treasurer
	
	ODYSSEY MAGAZINE PUBLISHING
	GROUP LLC
		
	By:	 	/s/ Christopher V. Polimeni
		 	Name:	 	Christopher V. Polimeni
		 	Title:	 	Manager


 Signature Page to Third Supplemental Indenture (First Lien Indenture) 







 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as Trustee and Collateral Agent
		
	By:	 	/s/ Jane Schweiger
		 	Name: Jane Schweiger
		 	Title: Vice President


 Signature Page to Third Supplemental Indenture (First Lien Indenture)