EXHIBIT 10.3







 





COLLATERAL AGENT JOINDER AGREEMENT NO. 1
dated as of October 2, 2013 (the “Joinder Agreement”) to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of
December 22, 2010 (the “Intercreditor Agreement”), among AMERICAN MEDIA, INC., a Delaware corporation (the “Borrower”),
the GRANTORS party thereto, JPMORGAN CHASE BANK, N.A., as the Agent and Revolving Credit Collateral Agent, WILMINGTON TRUST, NATIONAL
ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the First Lien Trustee and First Lien Collateral Agent, WILMINGTON
TRUST, NATIONAL ASSOCIATION (as successor by merger to WILMINGTON TRUST FSB), as the Second Lien Trustee and Second Lien Collateral
Agent, and each ADDITIONAL COLLATERAL AGENT from time to time party thereto.


 


A.Capitalized terms used herein but
not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


B.The Borrower proposes to issue or
incur additional Second Priority Obligations (the “Additional Second Priority Obligations”) and the Person identified
in the signature pages hereto as the “Additional Collateral Agent” (the “Additional Collateral Agent”)
will serve as the collateral agent, collateral trustee or a similar representative for the Second Priority Secured Parties under
such Additional Second Priority Obligations (the “Additional Second Priority Secured Parties”). The Additional
Second Priority Obligations are being designated as Second Priority Obligations by the Borrower in accordance with Section 9.3(b)
of the Intercreditor Agreement.


 


C.The Additional Collateral Agent wishes
to become a party to the Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional Second
Priority Secured Parties, the rights and obligations of a Collateral Agent thereunder. The Additional Collateral Agent is entering
into this Joinder Agreement in accordance with the provisions of the Intercreditor Agreement in order to become a Collateral Agent
thereunder.


 


Accordingly, the Additional Collateral Agent
and the Borrower agree as follows, for the benefit of the Additional Collateral Agent, the Borrower and each other Collateral Agent:


 


SECTION 1. Accession to the Intercreditor
Agreement. The Additional Collateral Agent (a) hereby accedes and becomes a party to the Intercreditor Agreement as a collateral
agent for the Additional Second Priority Secured Parties from time to time in respect of the Additional Second Priority Obligations,
(b) agrees, for itself and on behalf of the Additional Second Priority Secured Parties from time to time in respect of the Additional
Second Priority Obligations, to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and
obligations of a Collateral Agent under the Intercreditor Agreement.


 


SECTION 2. Representations, Warranties
and Acknowledgement of the Additional Collateral Agent. The Additional Collateral Agent represents and warrants to the Collateral
Agents and the Secured Parties, in each case party to the Intercreditor Agreement that (a) it has full power and authority to enter
into this Joinder Agreement, in its capacity as the Additional Collateral Agent, (b) this Joinder Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
the terms of this Joinder Agreement and (c) the Additional Second Priority Agreement relating to such Additional Second Priority
Obligations provide that, upon the Additional Collateral Agent’s entry into this Joinder Agreement, the secured parties in
respect of such Additional Second Priority Obligations will be subject to and bound by the provisions of the Intercreditor Agreement
as Secured Parties.


 






    	 



    	 



    

 


SECTION 3. Counterparts. This Joinder
Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Joinder Agreement shall become effective when each collateral agent shall have received
a counterpart of this Joinder Agreement that bears the signature of the Additional Collateral Agent. Delivery of an executed signature
page to this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed
counterpart of this Joinder Agreement.


 


SECTION 4. Benefit of Agreement.
The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the
Intercreditor Agreement.


 


SECTION 5. Governing Law. THIS
JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6. Severability. In case
any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect,
none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7. Notices. All communications
and notices hereunder shall be in writing and given as provided in Section 9.7 of the Intercreditor Agreement. All communications
and notices hereunder to the Additional Collateral Agent shall be given to it at the address set forth under its signature hereto,
which information supplements Section 9.7 of the Intercreditor Agreement.


 


SECTION 8. Expense Reimbursement.
The Borrower agrees to reimburse each Collateral Agent for its reasonable out-of-pocket expenses in connection with this Joinder
Agreement, including the reasonable fees, other charges and disbursements of counsel for each Collateral Agent.


 




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IN WITNESS WHEREOF, the Additional Collateral
Agent and the Borrower have duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above
written.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as ADDITIONAL COLLATERAL AGENT for the ADDITIONAL SECOND PRIORITY SECURED PARTIES
	 	 	 
	 	By:   	/s/Jane Y. Schweiger
	 	 	Name: Jane Y. Schweiger
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	AMERICAN MEDIA, INC.
	 	AMI CELEBRITY PUBLICATIONS, LLC
	 	AMI DIGITAL, INC.
	 	AMI PAPER, INC.
	 	COUNTRY MUSIC MEDIA GROUP, INC.
	 	IN STORE SERVICES INC.
	 	ODYSSEY MAGAZINE PUBLISHING GROUP, INC.
	 	WEIDER PUBLICATIONS, LLC
	 	 	 
	 	 	 
	 	By: 	/s/Christopher V. Polimeni
	 	 	Name: Christopher V. Polimeni
	 	 	Title: Executive Vice President, Chief 
	 	 	Financial Officer and Treasurer


 


 




    	[Signature Page to Collateral Agent Joinder Agreement]



    	 



    

 


 


	Acknowledged by:	 
	 	 	 
	JPMORGAN CHASE BANK, N.A., as Agent	 
	and Revolving Credit Collateral Agent	 
	 	 	 
	By: 	/s/Robert D. Bryant	 
	 	Name: Robert D. Bryant	 
	 	Title: Vice President	 
	 	 	 
	 	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION,	 
	as First Lien Trustee and First Lien Collateral Agent	 
	 	 	 
	By:	/s/Jane Y. Schweiger	 
	 	Name: Jane Y. Schweiger	 
	 	Title: Vice President	 
	 	 	 
	 	 	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION,	 
	as Second Lien Trustee and Second Lien Collateral Agent	 
	 	 	 
	By:  	/s/Jane Y. Schweiger	 
	 	Name: Jane Y. Schweiger	 
	 	Title: Vice President	 


  








    	[Signature Page to Collateral Agent Joinder Agreement]