Exhibit








Exhibit 4.7
	
	
	 

	 




FIFTH SUPPLEMENTAL INDENTURE


Dated as of March 18, 2016


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 1, 2010


Between


AMERICAN MEDIA, INC.


(as successor-in-interest to AMO ESCROW CORPORATION)


and


WILMINGTON TRUST, NATIONAL ASSOCIATION


(as successor by merger to WILMINGTON TRUST FSB),


as Trustee and Collateral Agent


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


	
	
	 

	 



















FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of March  18, 2016, 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").


WITNESSETH:


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, Second Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental Indenture (the "Indenture");


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, pursuant to its Consent Solicitation Statement dated March 15,2016, the Issuer has conducted a solicitation (the "Consent Solicitation") of consents from the Holders of Notes to the proposed amendments to the Indenture set forth in this Supplemental Indenture; and


WHEREAS, in response to the Consent Solicitation, and in accordance with Section 9.02 of the Indenture, the Issuer has received Consents to the amendments to the Indenture contained herein and the execution of this Supplemental Indenture from Holders of at least a majority in aggregate 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.


(2) Amendments to Indenture.


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


""AMI Parent" means AMI Parent Holdings, LLC, the direct parent of the Issuer."


""Exchange" means any exchange by the Issuer of Notes for Second Lien Notes due 2020 in a transaction exempt from the registration requirements of the Securities Act."


""Fifth Supplemental Indenture" means the Fifth Supplemental Indenture to the Indenture, dated as of March 18, 2016, between the Issuer and Wilmington Trust, National Association, as Trustee 











and Collateral Agent."  


""Second Lien Notes due 2020" means the Issuer's 7.000% Second Lien Senior Secured Notes due 2020. 


(b) 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 Additional Pari Passu Lien Indebtedness; provided that (x) at the time of incurrence of such Additional Pari Passu Lien Indebtedness and on a pro forma basis immediately after giving effect thereto, the First Lien Leverage Ratio for the Issuer and its Restricted Subsidiaries'  on a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction is equal to or less than 3.50 to 1.0; and (y) if at the time of incurrence of such Additional Pari Passu Lien Indebtedness and on a pro forma basis immediately after giving effect thereto, the First Lien Leverage Ratio for the Issuer and its Restricted Subsidiaries' on a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of such transaction exceeds 3.50 to 1.0, such Additional Pari Passu Lien Indebtedness does not exceed $5.0 million at any time outstanding;  and"


(c) The definition of "Permitted Liens" in Section 1.01 of the Indenture is hereby further amended by inserting "and" at the end of clause (34) and inserting the following clauses (35) and (36):


"(35) Liens on the Collateral securing on a junior priority basis Indebtedness incurred pursuant to Section 4.09(b)(22) hereof; provided that any such Indebtedness and guarantees shall be subject to a Second Lien Intercreditor Agreement; and


(36) Liens on the Collateral securing on a junior priority basis Indebtedness incurred pursuant to Section 4.09(b)(23) hereof; provided that any such Indebtedness and guarantees shall be subject to a Second Lien Intercreditor Agreement."


(d) Section 4.07(b) of the Indenture is hereby amended by deleting "and" at the end of clause (11), inserting "and" at the end of clause (12) and inserting the following clause (13):


"(13) Restricted Payments in connection with the direct or indirect repurchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of AMI Parent in an amount equal to proceeds of lndebtedness incurred from time to time pursuant to Section 4.09(b)(23);"


(e) Section 4.09(a) of the Indenture is hereby amended by deleting such section in its entirety and replacing it with the following:













"(a) From and after the Release Date, the Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur" and collectively, an "incurrence") with respect to any Indebtedness  (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries' most recently ended four fiscal quarters for which internal financial statements  are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified  Stock or Preferred Stock is issued would have been less than 5.50 to 1.00, determined on a pro forma basis (including  a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness  (including Acquired Indebtedness) that may be incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Guarantors shall not exceed $10.0 million at any one time outstanding."


(f) Section 4.09(b) of the Indenture is hereby amended by deleting "; and" at the end of clause (21) and inserting the following clauses (22) and (23):


"(22) the incurrence by the Issuer and any Guarantor of Indebtedness represented by Second Lien Notes due 2020 issued pursuant to any Exchange in an aggregate principal amount not to exceed $122.0 million; and


(23) the incurrence by the Issuer and any Guarantor of Indebtedness represented by Second Lien Notes due 2020 in an aggregate principal amount not to exceed $140.0 million."


(3) 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.  This Fifth Supplemental Indenture shall become effective upon its execution by the parties hereto.


(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 Issuer.


(8) 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]











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






	
		
	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