EXHIBIT 4.3


 





AMENDMENT
NO. 1 TO


 


AMERICAN
MEDIA, INC. STOCKHOLDERS’ AGREEMENT


 


This AMENDMENT
NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of October 2, 2013 (the “Amendment”), to the Stockholders’
Agreement, dated as of December 22, 2010 (the “Stockholders’ Agreement”), among American Media, Inc.,
a Delaware corporation (the “Company”) and the stockholders of the Company party thereto from time to time (collectively,
the “Stockholders”), is entered into by the undersigned Stockholders, acting by Majority Requisite Consent pursuant
to Section 9.1 of the Stockholders’ Agreement.


 


RECITALS:


 


WHEREAS,
pursuant to Section 9.1 of the Stockholders’ Agreement, the Stockholders may amend the Stockholders’ Agreement by Majority
Requisite Consent, such Majority Requisite Consent being satisfied by the signatories hereto;


 


WHEREAS,
the Company and the Noteholders (as defined below) have entered into that certain Exchange Agreement, dated as of September 27,
2013 (the “Exchange Agreement”); and


 


WHEREAS,
the undersigned Stockholders desire to amend the Stockholders’ Agreement to provide for the election of an additional director
to the Company’s Board of Directors to be designated by the Noteholders under the circumstances described in the Exchange
Agreement and as set forth herein.


 


AGREEMENT:


 


Each party
hereto hereby agrees as follows:


 


SECTION 1.Definitions.
Capitalized terms used in this Amendment, unless otherwise defined herein, have the meanings set forth in the Stockholders’
Agreement.


 


SECTION 2.Amendments
to the Stockholders’ Agreement.


 


		(a)	The following defined terms shall be added to Section 1.1 of the Stockholders’ Agreement:



 


“CAM”
means Chatham Asset Management, LLC, a Delaware limited liability company.


 


“New
Second Lien Cash Pay Notes” means the Company’s new Second Lien Senior Secured Cash Pay Notes to be issued at a
future date under the circumstances described in the Exchange Agreement pursuant to an indenture among the Company, certain subsidiaries
of the Company, as guarantors, and Wilmington Trust, National Association, as trustee.


 






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“Noteholders”
means, collectively, those certain entities or accounts affiliated with CAM that are holders of the New Second Lien Cash Pay Notes
(and not any successor or assign who is not affiliated with CAM).


 


“Total
Noteholder Ownership Percentage” means, with respect to the Noteholders, the fraction, expressed as a percentage, the
numerator of which is the aggregate principal amount of New Second Lien Cash Pay Notes beneficially owned by the Noteholders at
the time of determination as evidenced by a statement from each Noteholder certifying its beneficial ownership of New Second Lien
Cash Pay Notes, and the denominator of which is the total aggregate principal amount of New Second Lien Cash Pay Notes issued and
outstanding at the time of determination.


 


		(b)	Section 4.1(b) of the Stockholders’ Agreement is hereby amended by inserting the phrase “(or such other
number as has been set by the Company Board in accordance with Section 3.2 of the By-laws)” immediately after the phrase
“constituting the Company Board to be nine (9)”;



 


		(c)	A new Section 4.1(f) of the Stockholders’ Agreement is hereby inserted in its entirety as follows, immediately
preceding Article V:



 


“(i)
Beginning on the date that the Company consummates an Optional Second Lien Note Exchange (as defined in the Exchange Agreement)
pursuant to the terms, conditions and procedures set forth in the Exchange Agreement and the Indenture (as defined in the Exchange
Agreement) and if at such time the Total Noteholder Ownership Percentage is at least fifty percent (50%), each Stockholder hereby
covenants and agrees to use commercially reasonable efforts to take all action within its power, including voting (or delivering
written consents with respect to) its Stockholder Shares at each annual meeting of the holders of any class of Stockholder Shares,
and at each special meeting of the holders of any class of Stockholder Shares called for the purpose of electing directors of the
Company, and at any time at which holders of any class of Stockholder Shares shall have the right to vote for or consent in writing
to the election of directors of the Company, then, and in each such event, each Stockholder shall vote all of the Stockholder Shares
owned by it for, or consent in writing with respect to such Stockholder Shares in favor of, the election of the Company Board constituted
as provided in Section 4.1(b), plus one (1) individual designated by the Noteholders (owning a majority of the aggregate principal
amount of New Second Lien Cash Pay Notes beneficially owned by all Noteholders), who shall be an “independent director”
as determined pursuant to the continued listing requirements of the New York Stock Exchange (the “Noteholder Designated
Director”); provided, that if at any time the Total Noteholder Ownership Percentage is less than fifty percent
(50%), the Stockholders shall no longer be bound by the requirements of this Section 4.1(f) and the Noteholder Designated Director
will promptly resign from the Company Board, unless otherwise waived by the Company.


 


(ii)
The Noteholders shall have the exclusive right to cause the removal and appointment of their respective designees to the Company
Board as well as the exclusive right to cause the filling of vacancies created by reason of death, disability, removal or resignation
of their respective designees to the Company Board, subject to the limitation set forth in the proviso in the preceding clause.
In order to effect the rights granted by this Section 4.1(f), the directors (subject to their fiduciary duties) and the Company
shall, or, in the case the directors fail to so act, the Stockholders shall use commercially reasonable efforts to take all action
within their power, including voting (or delivering written consents with respect to) their Stockholder Shares, (i) to remove any
Noteholder Designated Director whose removal is requested by the Noteholders and (ii) to promptly fill any vacancy created by the
death, disability, removal, or resignation of a Noteholder Designated Director, in each case for the election of a new Noteholder
Designated Director.”


 






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		(d)	Section 9.1 of the Stockholders’ Agreement is hereby amended by inserting the following language as the second
sentence of such Section:



 


“The
provisions of Section 4.1(f) of this Agreement may not be amended, modified, restated, supplemented or waived without the consent
of the Noteholders before the earlier to occur of (i) the Optional Second Lien Note Exchange Notification Date (as defined in the
Indenture (as defined in the Exchange Agreement)), solely in the event that the Company does not exercise its option to consummate
the Optional Second Lien Note Exchange pursuant to the terms, conditions and procedures set forth in the Exchange Agreement and
the Indenture, and (ii) the first date on which the Total Noteholder Ownership Percentage is less than fifty percent (50%).”


 


SECTION 3.Effect
of Amendment; References. Except as specifically amended hereby, the Stockholders’ Agreement shall remain in full force
and effect and is hereby ratified and confirmed. This Amendment shall become effective upon its execution by the Stockholders acting
by Majority Requisite Consent. Each reference to “hereof,” “hereunder,” “herein,” and “hereby”
and each other similar reference and each reference to “this Agreement” and each other similar reference contained
in the Stockholders’ Agreement shall from and after the date hereof refer to the Stockholders’ Agreement as amended
by this Amendment.


 


SECTION 4.Execution
in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic means
shall be effective as delivery of a manually executed counterpart of this Amendment.


 


SECTION 5.
Miscellaneous. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect
the meaning hereof. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 






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SECTION 6.Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.


 


[Signature
page follows]


 






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IN WITNESS
WHEREOF, the undersigned have duly executed this Amendment as of the date first written above.


 


 


 


 


 


AG
CAPITAL RECOVERY PARTNERS VI LP


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature


 


 


AG
CAPITAL RECOVERY PARTNERS VII LP


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
CNG FUND LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
MM LP


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
CAPITAL RECOVERY PARTNERS VI L.P.


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
ELEVEN PARTNERS LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 





[Signature
page to Amendment No. 1 to AMI Stockholders’ Agreement]











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AG
GARDEN PARTNERS LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
SUPER FUND INTERNATIONAL PARTNERS LP


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
PRINCESS LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AG
SUPER FUND LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature


 


 


AG
CAPITAL RECOVER V MASTER


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AGCH
V MASTER ACCOUNT L.P.


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature


 


 





[Signature
page to Amendment No. 1 to AMI Stockholders’ Agreement] 






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NUTMEG
PARTNERS LP


 


By:  /s/Thomas
M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


PHS
PATRIOT FUND LP


 


By:  /s/Thomas M. Fuller


Name:
Thomas M. Fuller


Title:
Authorized Signature 


 


 


AVENUE
CDP GLOBAL OPPORTUNITIES FUND LP


 


By:  /s/Sonia Gardner


Name:
Sonia Gardner


Title:
Partner 


 


 


AVENUE
INVESTMENTS LP


 


By:  /s/Sonia Gardner


Name:
Sonia Gardner


Title:
Partner 


 


 


AVENUE
INTERNATIONAL MASTER L.P.


 


By:  /s/Sonia
Gardner


Name:
Sonia Gardner


Title:
Partner 


 


 


 


AVENUE
SPECIAL SITUATIONS FUND IV LP


 


By:  /s/Sonia
Gardner


Name:
Sonia Gardner


Title:
Partner


 


 





[Signature
page to Amendment No. 1 to AMI Stockholders’ Agreement] 






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AVENUE
SPECIAL SITUATIONS FUND V L.P.


 


By:  /s/Sonia Gardner


Name:
Sonia Gardner


Title:
Partner 


 


 


AVENUE
SPECIAL SITUATIONS FUND VI (MASTER) LP


 


By:  /s/Sonia
Gardner


Name:
Sonia Gardner


Title:
Partner 


 


 


 


CAPITAL
RESEARCH AND MANAGEMENT COMPANY, for and on behalf of the following Stockholders:


 


American
Funds Insurance Series – Bond Fund


American
Funds Insurance Series – High-Income Bond Fund


American
High-Income Trust


The
Bond Fund of America


 


By:  /s/Kristine M. Nishiyama


Name:
Kristine M. Nishiyama


Title:
Authorized Signatory


 


 


 


CAPITAL
INTERNATIONAL SARL, for and on behalf of Captial International Global High-Income Opportunities


 


By:  /s/Peter Johnstone


Name:
Peter Johnstone 


Title:
Vice President


 


 





[Signature
page to Amendment No. 1 to AMI Stockholders’ Agreement]











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CAPITAL
GUARDIAN TRUST COMPANY, for and on behalf of Capital Guardian Global High-Income Opportunities Master Fund


 


By:  /s/Cheryl
L. Hesse


Name:
Cheryl L. Hesse


Title:
Authorized Signatory


 


 





[Signature
page to Amendment No. 1 to AMI Stockholders’ Agreement]











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