EX-4.5



 EXHIBIT 4.5 
  

 
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of May 13, 2011 
 Among 
 AMERICAN MEDIA, INC., 

THE GUARANTORS NAMED HEREIN 
 And 
 WILMINGTON TRUST FSB, 

as Trustee 
 to
the 
 INDENTURE 
 Dated as of December 1, 2010 
 Between 

AMO ESCROW CORPORATION 
 and 
 WILMINGTON TRUST FSB, 

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

 
  

  








 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
May 13, 2011, among AMI DIGITAL, INC., a Delaware corporation (the “Guaranteeing Subsidiary”), AMERICAN MEDIA, INC., a Delaware corporation (the “Issuer”), and 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 (the
“Indenture”); 
 WHEREAS, AMI Digital was formed on the date hereof; 

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
	
	AMI DIGITAL, INC.
		
	By:	 	/s/ Christopher V. Polimeni
		 	Name:	 	Christopher V. Polimeni
		 	Title:	 	Manager
	
	WILMINGTON TRUST FSB, as Trustee and Collateral Agent
		
	By:	 	/s/ Jane Schweiger
		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President