Third Supplemental Indenture



 Exhibit 4.1 
 Third Supplemental Indenture (this “Supplemental Indenture”) dated as of March 17, 2006, among AMERICAN MEDIA OPERATIONS,
INC., a Delaware corporation (the “Company”), the Note Guarantors (defined on the signature pages hereto), and HSBC BANK USA, NATIONAL ASSOCIATION (as successor in interest to JPMORGAN CHASE BANK, N.A.), a national banking association duly
organized and existing under the laws of the United States of America, as trustee under the Indenture referred to below (the “Trustee”). 
 WITNESSETH: 
 WHEREAS, the Company has heretofore entered into an Indenture, dated as of February 14, 2002, with the Note
Guarantors parties thereto and the Trustee, as supplemented by the First Supplemental Indenture, dated as of December 30, 2002, and the Second Supplemental Indenture, dated as of January 23, 2003 (as supplemented, the
“Indenture”), providing for the issuance of the Company’s 10 1/4% Series B Senior Subordinated
Notes due 2009 (the “Notes”); 
 WHEREAS, as of the date hereof, $400 million aggregate principal amount of the Notes are
outstanding and no other Notes have been issued or are outstanding pursuant to the Indenture; 
 WHEREAS, Section 9.02 of the Indenture
provides that the Company, the Note Guarantors and the Trustee may amend the Indenture or the Notes outstanding thereunder with the written consent of the Holders (as defined in the Indenture) of at least a majority in principal amount of the Notes
then outstanding; and 
 WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding agreement of the
Company and the Note Guarantors have been done, including receipt of consents to amend the Indenture and the Notes as set forth herein from the Holders of at least a majority in principal amount of the Notes outstanding as of the date hereof.

 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company, the Note Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 
 AMENDMENTS TO THE INDENTURE 
 1. Amendments to Section 1.01. (a) Section 1.01 of the Indenture is hereby amended by deleting the existing definition of
“EBITDA” in its entirety. 
  

 1 








 (b) Section 1.01 of the Indenture is hereby further amended by adding the following defined terms in
the proper alphabetical order: 
 “2003 Indenture” means the Indenture, dated as of January 23, 2003,
among the Company, the guarantors named therein and HSBC Bank USA, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), a national banking association, as trustee, pursuant to which the Other Notes were
issued. 
 “EBITDA” for any period means the Consolidated Net Income for such period, plus, without
duplication, the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated income tax expense, (b) Consolidated Interest Expense, (c) Consolidated depreciation expense, (d) Consolidated
amortization expense (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (e) any nonrecurring expenses or charges related to any Equity Offering, Permitted Investment, acquisition or
Indebtedness permitted to be incurred by this Indenture (whether or not successful) (including fees, expenses or charges related to the Transactions, including the Make-Whole Payments), (f) the amount of any annual monitoring fees accrued or
paid to the Sponsors in an amount not to exceed $2,000,000 during any fiscal year, (g) any severance expenses related to the Transactions or make-whole or similar payments or any corporate relocation expenses arising from the relocation of the
Company or such Restricted Subsidiary from any of the facilities in which they are located on May 7, 1999, in each case Incurred or made within eighteen months after May 7, 1999 in an amount, taken together with all other amounts under
this clause (g), not to exceed $3.0 million in the aggregate, (h) Specified Expenses, (i) expenses and charges relating to the restatement of certain of the Company’s previously issued financial statements included or otherwise
summarized in its Annual Report on Form 10-K for the fiscal year ended March 31, 2005 and its Quarterly Report on Form 10-Q for each of the quarters ended June 30, 2005 and September 30, 2005 and the execution and performance of the
Third Supplemental Indenture, dated as of March 17, 2006, among the Company, the Note Guarantors and the Trustee, and (j) any noncash charges reducing Consolidated Net Income for such period (excluding any such charge which consists of or
requires an accrual of, or cash reserve for, any anticipated cash charges for any prior or in any future period), minus, without duplication, the Excess Capital Expenditures. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated Net Income; provided, however, that the aggregate amount of all amounts described in clauses (e), (h) and (i) of this definition paid in cash shall not exceed $10
million in any twelve-month period; provided, further, that with respect to any Restricted Subsidiary other than a Note Guarantor, such amount shall be added to Consolidated Net Income to compute EBITDA only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders. 
  

 2 








 “Excess Capital Expenditures” means all capital expenditures made in
cash by the Company or any of its Restricted Subsidiaries that are in excess of $15 million in the applicable twelve-month period. 
 “Measurement Date” means the 2007 Measurement Date or the 2008 Measurement Date, as the case may be. 
 “Other Notes” means the 8 7/8% Senior Subordinated Notes due 2011 issued pursuant to
the 2003 Indenture. 
 “Specified Expenses” means, to the extent not otherwise included in any other
item specified in the definition of “EBITDA”, any expense or charge Incurred or recorded by the Company or any of its Subsidiaries in connection with (a) Asset Dispositions or (b) reorganization and other cost cutting efforts,
including, without limitation, expenses and charges relating to severance, relocation and the discontinuation of titles. 
 “Sponsors” means Evercore and Thomas H. Lee Partners. 
 “Thomas H. Lee Partners”
means Thomas H. Lee Partners L.P., a Delaware limited partnership, and its Affiliates. 
 (c) Section 1.01 of the Indenture is hereby
further amended by deleting the existing clause (f) of the definition of “Change of Control” in its entirety and adding the following new clause (f) to such definition: 
 “(f) the Sponsors no longer collectively have the direct or indirect power to appoint or to approve the appointment of a majority of
the managers of (or other individuals comprising) the board of managers or other governing body of EMP Group L.L.C.” 
 2. Amendment
to Section 1.02. Section 1.02 of the Indenture is hereby amended by adding the following defined terms: 
  

				
	 “2006 10-K”
	  	4.02	 
	 “2007 Measurement Date”
	  	4.03	(e)
	 “2008 Measurement Date”
	  	4.03	(e)
	 “Determination Date”
	  	4.03	(e)
	 “Third Quarter 10-Q”
	  	4.02	 

 3. Amendment to Section 2.02. Section 2.02 of the Indenture is hereby amended by
deleting the final sentence of such Section and adding the following new sentence as the final sentence of such Section: 
  

 3 








 “The Notes shall be issuable only in registered form without interest coupons and only in
denominations of $1,000 and integral multiples thereof; provided that any Additional Notes issued pursuant to Section 4.03(e) hereof may be issued in denominations of $1.00 and integral multiples thereof, pursuant to the terms of such
Section.” 
 4. Amendments to Article 4. (a) Section 4.02 of the Indenture is hereby amended by adding the following
new sentence as the final sentence of such Section: 
 “Notwithstanding any other provision in this Section 4.02, the Company shall
not be required to file (i) its quarterly report on Form 10-Q for the quarter ended December 31, 2005 (the “Third Quarter 10-Q”) prior to June 28, 2006 and (ii) its annual report on Form 10-K for the year ended
March 31, 2006 (the “2006 10-K”) prior to July 31, 2006; provided that if the Company is in breach of Section 4.03(e) hereof, clauses (i) and (ii) of this Section 4.02 shall be deemed null and
void, and the Company shall be deemed to be in default of its obligations under this Section 4.02 with respect to the Third Quarter 10-Q and, if filed after June 29, 2006, the 2006 10-K, in each case, even if such Third Quarter 10-Q or
2006 10-K have been filed with the SEC.” 
 (b) Section 4.03(b) of the Indenture is hereby amended by adding the following new
subsection (xii) to such Section: 
 “(xii) Indebtedness represented by the Additional Notes issued pursuant to
Section 4.03(e) hereof, together with the “Additional Notes” (as defined in the 2003 Indenture) issued pursuant to Section 4.03(e) of the 2003 Indenture, in an aggregate principal amount on and after September 30, 2007 and
prior to September 30, 2008 not to exceed $20 million and in an aggregate principal amount on and after September 30, 2008 not to exceed $55 million.” 
 (c) Section 4.03 of the Indenture is hereby amended by adding the following new subsection (e) to such Section: 
 “(e) Notwithstanding any other provision of this Section 4.03: 
 (i) if the
Company’s Leverage Ratio as of September 30, 2007 (the “2007 Measurement Date”) is greater than 8.00:1, the Company shall elect, within 20 Business Days after the Determination Date, at its option (as determined in its
sole and absolute discretion), either (1) for each $1,000 principal amount of Notes held by any Holder, (x) to issue to such Holder $36.36 principal amount of Additional Notes or (y) to make a cash payment to such Holder of $36.36, or
(2) to issue equity or receive a cash equity contribution in such amount as will result in net proceeds to the Company of no less than $40 million or in such lesser amount sufficient to permit the Company to achieve a Leverage Ratio (after
giving pro forma effect to the reduction of Indebtedness that shall be effected with such proceeds) at or below 8.00:1 as of the 2007 Measurement Date; provided, however, that, if at the 2007 Measurement Date, the Company’s Leverage
Ratio is greater than 8.00:1 and the Company has the ability, pursuant to the terms of the 
  

 4 








 Credit Agreement, to issue the Additional Notes, the Company shall not be permitted to make a cash
payment to the Holders pursuant to clause (1)(y) of this Section 4.03(e)(i); 
 (ii) if the Company’s Leverage
Ratio as of September 30, 2008 (the “2008 Measurement Date”) is greater than 7.25:1, the Company shall elect, within 20 Business Days after the Determination Date, at its option (as determined in its sole and absolute
discretion), either (1) for each $1,000 principal amount of Notes held by such Holder, (x) to issue to each Holder $63.64 principal amount of Additional Notes or (y) to make a cash payment to such Holder of $36.36 or (2) to issue
equity or receive a cash equity contribution in such amount as will result in net proceeds to the Company of no less than $50 million or in such lesser amount sufficient to permit the Company to achieve a Leverage Ratio (after giving pro forma
effect to the reduction of Indebtedness that shall be effected with such proceeds) at or below 7.25:1 as of the 2008 Measurement Date; provided, however, that, if at the 2008 Measurement Date, the Company’s Leverage Ratio is greater than
7.25:1 and the Company has the ability, pursuant to the terms of the Credit Agreement, to issue the Additional Notes, the Company shall not be permitted to make a cash payment to the Holders pursuant to clause (1)(y) of this
Section 4.03(e)(ii); 
 (iii) in the event of any issuance of Additional Notes pursuant to subsection (i) or
(ii) above, the aggregate principal amount of Additional Notes to be issued to any Holder shall be rounded to the nearest whole dollar amount (with less than $0.50 being rounded down and $0.50 or more being rounded up); 
 (iv) (A) if, as of the last day of any two consecutive fiscal quarters ending prior to or on the 2008 Measurement Date, the
Company’s Leverage Ratio is less than or equal to 7.25:1, subsections (i) and (ii) of this Section 4.03(e) shall thereby terminate and no longer have any force or effect; and (B) if, as of the last day of any two consecutive
fiscal quarters ending prior to or on the 2007 Measurement Date, the Company’s Leverage Ratio is less than or equal to 8.00:1, subsection (i) of this Section 4.03(e) shall thereby terminate and no longer have any force or effect; and

 (v) for purposes of determining the Company’s Leverage Ratio under subsections (i), (ii) and (iv) above, the
Leverage Ratio as of any Measurement Date or any other date shall be calculated no later than such date as the Company’s financial statements for the fiscal quarter ending on such Measurement Date or such other date are required to be filed
with the SEC (each, a “Determination Date”) pursuant to Section 4.02 hereof, and the Company’s Chief Executive Officer and Chief Financial Officer shall deliver to the Trustee an Officers’ Certificate no later than
five (5) Business Days after such Determination Date setting forth the Leverage Ratio as of such Measurement Date or such other date, together with the calculations therefor in reasonable detail, and providing a list of the Specified Expenses
included therein, together with a certification that all such Specified Expenses satisfy the criteria therefor set forth in the definition of “Specified Expenses” set forth in Section 1.01 hereof, and that the calculations and other
information set forth therein are true and correct to the best of their knowledge as of the date such Officers’ Certificate is delivered.” 
  

 5 








 (d) Section 4.04(b)(vi)(4) of the Indenture is hereby deleted in its entirety and replaced by the
following new Section 4.04(b)(vi)(4): 
 “(4) to Holdings in amounts required to pay the annual monitoring fee to
the Sponsors; provided, however, that the aggregate amount paid, loaned or delivered to Holdings pursuant to this clause (4) shall not, in the aggregate, exceed $2,000,000 per fiscal year; provided, further, that (A) no such
payment may be made in respect of any such monitoring fee due prior to the 2007 Measurement Date and shall only become payable, without interest, after compliance by the Company with Section 4.03(e)(i) or 4.03(e)(iv), as applicable, hereof and
(B) no such payment may be made in respect of any such monitoring fee due after the 2007 Measurement Date, but before the 2008 Measurement Date, and shall only become payable, without interest, after compliance by the Company with
Section 4.03(e)(ii) or 4.03(e)(iv) hereof;” 
 (e) Article 4 of the Indenture is hereby amended by adding the following new
Section 4.14: 
 “SECTION 4.14. Meetings. (a) The Company shall hold quarterly meetings of Holders and
the beneficial owners of the Notes after the Company’s financial statements for the prior fiscal period are required to have been filed with the SEC, the date and time of each such meeting to be fixed by the Company and stated in the notice of
meeting, provided that such meeting shall be held no later than 30 days after the date that such financial statements are required to have been filed with the SEC. At least ten and not more than sixty days before each meeting of Holders,
written notice of the time and date of the meeting shall be given by the Company to each Holder of record and the Trustee. 
 (b) The purpose of such meetings shall be for informational purposes only and no business may be properly transacted at such meetings. Representatives of each Sponsor shall attend such meetings so long as such Sponsor and its Affiliates
beneficially own shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company.” 
 5. Amendments to Section 6.01. (a) Section 6.01(d) of the Indenture is hereby deleted in its entirety and replaced by the following new Section 6.01(d): 
 “(d) the Company fails to comply with Section 4.02, 4.03 (other than 4.03(e)), 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 or 4.13
(other than a failure to purchase Notes when required under Section 4.06 or 4.08) and such failure continues for 30 days after the notice specified below;” 
 (b) Section 6.01(e) of the Indenture is hereby deleted in its entirety and replaced by the following new Section 6.01(e): 
 “(e) the Company or any Note Guarantor fails to comply with any of its agreements in the Notes or this Indenture (other than those
referred to in (a), (b), (c) or (d) above or in Section 4.03(e)) and such failure continues for 60 days after the notice specified below;” 
  

 6 








 6. Amendment to Section 9.07. Section 9.07 of the Indenture is hereby amended by adding
the following new sentence as the final sentence of such Section: 
 “Notwithstanding any other provision in this Section 9.07, the
Company shall be deemed to have complied with the terms of this Section 9.07 in the event that any consideration offered to be paid to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes is actually paid to all Holders.” 
 7. Amendment to the Notes. (a) Paragraph 10 of each Note is
hereby amended by deleting the first sentence of such paragraph and adding the following new sentence as the first sentence of such paragraph: 
 “The Notes are in registered form without interest coupons in denominations of $1,000 and whole multiples of $1,000; provided that Additional Notes issued pursuant to Section 4.03(e) of the Indenture are in denominations of
$1.00 and whole multiples of $1.00.” 
 ARTICLE II 
 MISCELLANEOUS 
 1. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 2. Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 3.
Concerning the Trustee. (a) The recitals contained herein shall be taken as statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee assumes no duties, responsibilities or liabilities by
reason of this Supplemental Indenture other than as set forth in the Indenture. In addition, the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 (b) The Company and each Note Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability or expense
(including reasonable attorneys’ fees) incurred by or in connection with the execution and delivery of this Supplemental Indenture and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may
seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Note Guarantor of its indemnity obligations hereunder. The Company shall defend
the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and the Note 
  

 7 








 Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Company and the Note
Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful
misconduct, negligence or bad faith. 
 4. Separability. In case any one or more of the provisions contained in this Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture
shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 
 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 effect the construction thereof. 
  

 8 








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

			
	AMERICAN MEDIA OPERATIONS, INC.,
		
	 by:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	On behalf of
	
	AM AUTO WORLD WEEKLY, INC.
	AMI BOOKS, INC.
	AMI FILMS, INC.
	AMERICAN MEDIA CONSUMER ENTERTAINMENT INC.
	AMERICAN MEDIA CONSUMER MAGAZINE GROUP, INC.
	AMERICAN MEDIA DISTRIBUTION & MARKETING GROUP, INC.
	AMERICAN MEDIA MINI MAGS, INC.
	AMERICAN MEDIA NEWSPAPER GROUP, INC.
	AMERICAN MEDIA PROPERTY GROUP INC.
	COUNTRY MUSIC MEDIA GROUP, INC.
	DISTRIBUTION SERVICES, INC.
	GLOBE COMMUNICATIONS CORP.
	GLOBE EDITORIAL, INC.
	MIRA! EDITORIAL, INC.
	NDSI, INC.
	NATIONAL ENQUIRER, INC.
	NATIONAL EXAMINER, INC.
	STAR EDITORIAL, INC.
	SYL COMMUNICATIONS
	WEIDER PUBLICATIONS, LLC
	(collectively, the “Note Guarantors”)
		
	by:	 	  

	 Name:
	 	
	 Title:
	 	


  

 9 








  

			
	HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee        
		
	by:	 	  

	Name:	 	
	Title:	 	


  

 10