Exhibit 4.2


 


EXECUTION VERSION


 





 



 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of August 15, 2014


 


Between


 


AMERICAN MEDIA, INC.


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


(as successor by merger to WILMINGTON
TRUST FSB),


 


as Trustee and Collateral Agent


 


to the


 


INDENTURE


 


Dated as of December 22, 2010


 


Among


 


AMERICAN MEDIA, INC.,


 


THE GUARANTORS NAMED THEREIN


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION


 


(as successor by merger to WILMINGTON
TRUST FSB),


 


as Trustee and Collateral Agent


 


131⁄2% SECOND LIEN SENIOR SECURED
NOTES DUE 2018


 





 



 




    	 



    	 



    

 


THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of August 15, 2014, between 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 and the subsidiary guarantors
named therein (the “Guarantors”), have heretofore executed and delivered to the Trustee an indenture, dated
as of December 22, 2010, providing for the initial issuance of $104,889,262 aggregate principal amount of 131⁄2% Second Lien
Senior Secured Notes due 2018 (the “Notes”) as amended by the First Supplemental Indenture and Second Supplemental
Indenture (the “Indenture”);


 


WHEREAS, the Issuer has entered into a non-binding
letter of intent (the “Letter of Intent”) with certain investors of the Issuer (collectively, the “Investors”)
with terms as set forth in the Current Report on Form 8-K filed with the SEC on July 9, 2014, pursuant to which (i) the Investors
will acquire 100% of the issued and outstanding common stock of the Issuer through a merger (the “Merger”) and
(ii) the Issuer and its Subsidiaries and the Investors or their affiliates will enter into other transactions contemplated by the
Letter of Intent (together with the Merger, the “Merger Transactions”);


 


WHEREAS, pursuant to Section 9.02 of the Indenture,
the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture with the written consent (the “Consent”)
of the Holders of at least a majority in the aggregate principal amount of the Notes then outstanding voting as a single class
and calculated in accordance with the Indenture (the “Required Consents”);


 


WHEREAS, in connection with the Merger Transactions,
certain Holders have instructed their brokers that they wish to consent to the amendments contained herein, such Holders’
brokers have directed Cede & Co., the nominee of The Depository Trust Company, as a holder of record of the Notes, to consent
to the amendments contained herein, and Cede & Co. has furnished its consent to the amendments contained herein on behalf of
such Holders; and


 


WHEREAS, the Issuer has received Consent
to the amendments to the Indenture contained herein and the execution of this Supplemental Indenture from Holders of
approximately 73% of the principal amount of the Notes then outstanding voting as a single class and calculated in
accordance with the Indenture, and accordingly the Issuer has received the Required Consents.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, strictly on the basis
of Holder consent, authorization and direction, as evidenced by the Required Consents, 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.


 




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(2)           Amendments
to Indenture.


 


(a)          The
following definitions are hereby added to Section 1.01 of the Indenture in proper alphabetical order:


 


““Letter of Intent”
means that certain non-binding letter of intent, dated July 8, 2014, among the Issuer and certain investors of the Issuer with
terms as set forth in the Form 8-K filed with the SEC on July 9, 2014.”


 


““Merger”
means the merger contemplated by the Letter of Intent.”


 


““Merger Transactions”
means all transactions relating to the Merger and the other transactions relating to or contemplated by the Letter of Intent and
any and all definitive documentation relating thereto, including, without limitation, the payment of the merger consideration,
the payment of fees and expenses pursuant to the definitive documentation relating to the Merger, the receipt of all amendments
and consents under the Issuer’s existing debt and equity documents and the issuance of Second Lien PIK Notes.”


 


““Related Person”
with respect to any Permitted Holder means: (1) any controlling stockholder or a majority (or more) owned Subsidiary of such Permitted
Holder or, in the case of an individual, any spouse or immediate family member of such Permitted Holder, any trust created for
the benefit of such individual or such individual’s estate, executor, administrator, committee or beneficiaries; (2) any
fund managed by or under common management with, such Permitted Holder and any management company of such Permitted Holder; or
(3) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially
holding a majority (or more) controlling interest of which consist of such Permitted Holder and/or such other Persons referred
to in the immediately preceding clauses (1) and (2).”


 


““Second Lien PIK
Indenture” means the indenture in respect of the Second Lien PIK Notes dated as of October 2, 2013, among the Issuer
and the Second Lien PIK Trustee, as amended or supplemented from time to time.”


 


““Second Lien PIK
Notes” means the Issuer’s Second Lien Senior Secured PIK Notes due 2018 issued pursuant to the Second Lien PIK
Indenture.”


 


““Second Lien PIK
Trustee” means Wilmington Trust, National Association, as trustee for the holders of Second Lien PIK Notes.”


 


““Third Supplemental
Indenture” means the Third Supplemental Indenture to the Indenture, dated as of August 15, 2014, between the Issuer
and Wilmington Trust, National Association, as Trustee and Collateral Agent.”


 


(b)          The
definition of “Change of Control” in Section 1.01 of the Indenture is hereby amended by adding the following text at
the end of such definition:


 




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“Notwithstanding the foregoing:
(A) any holding company whose only significant asset is Equity Interests of the Issuer or any direct or indirect parent of the
Issuer shall not itself be considered a “person” or “group” for purposes of this definition; (B) the transfer
of assets between or among the Restricted Subsidiaries or Issuer shall not itself constitute a Change of Control; (C) the term
“Change of Control” shall not include a merger or consolidation of the Issuer (or any direct or indirect parent thereof)
with, or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the
Issuer (or direct or indirect parent thereof) to, an Affiliate incorporated or organized solely for the purpose or reincorporating
or reorganizing the Issuer in another jurisdiction and/or for the sole purpose of forming or collapsing a holding company structure;
and (D) a “person” or “group” shall not be deemed to have beneficial ownership of securities subject to
a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation
of the transactions contemplated by such agreement.”


 


(c)          The
definition of “Permitted Holder” in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with
the following:


 


“Permitted Holders”
means (i) (x) prior to the consummation of the Merger Transactions, (A) Angelo, Gordon & Co., L.P., (B) Avenue Capital Management
II, L.P., (C) Capital Research and Management Company, Capital Guardian Trust Company and Capital International, Inc., (D) Credit
Suisse Securities (USA) LLC, and (E) Regiment Capital Management, LLC and (y) upon the consummation of the Merger Transactions,
(A) Chatham Asset Management, LLC, (B) Leon Cooperman and (C) David J. Pecker, (ii) any group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act or any successor provision) of which any of the Permitted Holders specified in clause (i) above
are members, and (iii) the respective Affiliates and Related Persons of each of the foregoing; provided that in the case of any
group specified in clause (ii) above, without giving effect to such group, Permitted Holders specified in clause (i) above and
their respective Affiliates and Related Persons must collectively beneficially own an equal or greater amount of the total voting
power of the Voting Stock of the Issuer than the amount of the total voting power of the Voting Stock of the Issuer beneficially
owned by any other member of such group. Any Person or group whose acquisition of beneficial ownership or assets constitutes a
Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will
thereafter, together with its Affiliates, constitute an additional Permitted Holder pursuant to clause (i)(y)(A) above.”


 


(d)          Clause
(33) of the definition of “Permitted Liens” in Section 1.01 of the Indenture is hereby amended by deleting such clause
in its entirety and replacing it with the following:


 


“(33)        Liens
on the Collateral securing:


 


(a)            the
Notes (other than Additional Notes), the Guarantees thereof and other Obligations under this Indenture and in respect thereof and
any obligations owing to the Trustee or the Collateral Agent under this Indenture or the Security Documents;


 




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(b)           obligations
under the First Lien Notes outstanding on the Issue Date and under clause (iii) or clause (iv) of the definition of “First
Lien Obligations”; and


 


(c)           obligations
under the Second Lien PIK Notes permitted under Section 4.09(b)(2)(c).”


 


(e)          The
last sentence of the definition of “Permitted Liens” in Section 1.01 of the Indenture is hereby amended by deleting
such sentence in its entirety and replacing it with the following:


 


“For purposes of this definition
and Section 4.12, Liens securing Indebtedness shall be deemed to include Liens securing the accrual of interest, accretion of accreted
value or original issue discount and the payment of interest or dividends in the form of additional Indebtedness or Disqualified
Stock, as applicable, notwithstanding the fact that such accrual, accretion or payment is not deemed to be an incurrence of Indebtedness
or Disqualified Stock for purposes of Section 4.09.”


 


(f)          Section
4.07(b)(11) of the Indenture is hereby deleted in its entirety and replaced with the following:


 


“(11)        any
Restricted Payments in connection with the Emergence Transactions and the Merger Transactions; and”


 


(g)          Section
4.09(b)(2) of the Indenture is hereby deleted in its entirety and replaced with the following:


 


“(2)         the
incurrence by the Issuer and any Guarantor of Indebtedness represented by (a) the First Lien Notes, (b) the Notes (excluding Additional
Notes), (c) the Second Lien PIK Notes in an aggregate principal amount not to exceed $114.0 million outstanding at any one time
(of which up to $12.5 million issued after the effective date of the Third Supplemental Indenture shall only be permitted to be
incurred pursuant to this Section 4.09(b)(2) if incurred in connection with the Merger Transactions) and (d) any guarantee by a
Guarantor of any of the foregoing in this clause (2);”


 


(h)          Section
4.11(b)(11) of the Indenture is hereby deleted in its entirety and replaced with the following:


 


“(11)        (a) the Emergence
Transactions, including the payments of fees and expenses in connection therewith and (b) the Merger Transactions, including the
payments of fees and expenses in connection therewith;”


 


(3)           Waiver.
The Holders hereby expressly waive any non-compliance with Section 5.01 of the Indenture as a result of the consummation of the
Merger Transactions or the entering into of the definitive documentation related to the Merger Transactions.


 




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(4)            Execution and Delivery. Except as expressly amended hereby, the Indenture and the Notes are 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 under the Indenture shall be bound hereby and all terms and conditions of both shall
be read together as though they constitute a single instrument, except that in the case of conflict, the provisions of this
Supplemental Indenture shall control.


 


(5)            Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(6)            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.


 


(7)            Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(8)            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
Issuer.


 


(9)            Severability.
If and to the extent that any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, or any
proposed amendment to the Indenture shall be held not to have been properly approved by all necessary Holders as required under
the Indenture, the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected
or impaired thereby, to the extent permitted by applicable law.


 


[Signature Pages to Follow]


 




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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


 


Signature Page to Third Supplemental
Indenture (Second 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 (Second Lien Indenture)