Senior Secured Notes

Our senior secured notes are comprised of the first lien notes, the second lien notes and the new second lien notes and are collectively referred to herein as the "Senior Secured Notes" and consisted of the following at March 31st (in thousands):



	2016			2015
First Lien Notes	$	214,277		$	275,175
Second Lien Notes	—			2,198
New Second Lien Notes	198,575			39,024
Unamortized discount	(34,134		)	(6,828		)
Total debt obligations	378,718			309,569
Less: current portion of long-term debt	—			—
Noncurrent debt obligations	$	378,718		$	309,569

The future maturities of the Senior Secured Notes as of March 31st are as follows (in thousands):



Fiscal Year	Amount
2017	$	—
2018	214,277
2019	—
2020	—
2021	198,575
Thereafter	—
Total future maturities	412,852
Unamortized discount	(34,134		)
Total debt obligations	$	378,718

As of March 31, 2016, future interest payments on our Senior Secured Notes until maturity in fiscal 2021 is expected to be as following (in thousands):



Fiscal Year	Amount
2017	$	38,542
2018	31,286
2019	13,900
2020	13,900
2021	4,055
Thereafter	—
Total future payments	$	101,683

First Lien Notes

In December 2010, the Company issued $385.0 million aggregate principal amount of senior secured notes, which bear interest at a rate of 11.5% per annum and mature in December 2017 (the "First Lien Notes"). Interest on the First Lien Notes is payable semi-annually on June 15th and December 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30 day months.

During fiscal 2012, the Company redeemed $20.0 million in aggregate principal amount of First Lien Notes. During fiscal 2014, the Company repurchased approximately $2.3 million in aggregate principal amount of First Lien Notes. During fiscal 2015, the Company repurchased $55.5 million in aggregate principal amount of First Lien Notes and exchanged $32.0 million in aggregate principal amount of First Lien Notes for approximately $39.0 million aggregate principal amount of new second lien senior secured notes, which bear interest at a rate of 7.0% per annum and mature in July 2020 (the "New Second Lien Notes"), pursuant to an exchange agreement.

During fiscal 2016, the Company repurchased $2.0 million in aggregate principal amount of First Lien Notes, at a price equal to 105.9% of the aggregate principal amount thereof, plus accrued and unpaid interest in the open market. In March 2016, the Company exchanged approximately $58.9 million in aggregate principal amount of First Lien Notes, plus accrued and unpaid interest for approximately $76.0 million in aggregate principal amount of New Second Lien Notes, pursuant to an exchange agreement (the "New Second Lien Notes Exchange Agreement"), as further described below.

The First Lien Notes are guaranteed on a first lien senior secured basis by the same subsidiaries of the Company that guarantee the Revolving Credit Facility. The First Lien Notes and the guarantees thereof are secured by a first-priority lien on substantially all our assets (subject to certain permitted liens and exceptions), pari passu with the liens granted under our Revolving Credit Facility, provided that in the event of a foreclosure on the collateral or insolvency proceedings, obligations under our Revolving Credit Facility will be repaid in full with proceeds from the collateral prior to the obligations under the First Lien Notes.

Under the First Lien Notes Indenture (as defined below), the Company has the option to redeem the First Lien Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on December 15th of each of the years indicated below:



Year		Percentage
2015		102.875%
2016 and thereafter		100%

Second Lien Notes

In December 2010, the Company issued $104.9 million aggregate principal amount of senior secured notes, which bear interest at a rate of 13.5% per annum and mature in June 2018 (the "Second Lien Notes"). Interest on the Second Lien Notes is payable semi-annually on June 15th and December 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30 day months.

During fiscal 2014, the Company exchanged approximately $94.3 million in aggregate principal amount of Second Lien Notes for an equal aggregate principal amount of new second lien senior secured notes, which bear interest at a rate of 10.0% per annum, are payable in kind, and mature in June 2018 (the “Second Lien PIK Notes”), pursuant to an exchange agreement (the “Second Lien PIK Notes Exchange Agreement”), as further described below. During fiscal 2015, the Company repurchased approximately $0.6 million in aggregate principal amount of Second Lien Notes. In addition, during fiscal 2015, the Company entered into an exchange agreement (the "Debt for Equity Exchange Agreement") with the Parent and the Investors pursuant to which the Investors exchanged approximately $7.8 million in aggregate principal amount of Second Lien Notes, plus accrued and unpaid interest, for equity interest in the Parent.

During fiscal 2016, the Company redeemed the remaining $2.2 million in aggregate principal amount of Second Lien Notes at a price equal to 103.4% of the aggregate principal amount thereof, plus accrued and unpaid interest. Upon the full satisfaction and cancellation of all outstanding Second Lien Notes, the collateral agreement securing the Second Lien Notes was terminated and the obligations of the Company under the Indenture governing the Second Lien Notes were satisfied in full.

The Second Lien Notes were guaranteed on a second lien senior secured basis by the same subsidiaries of the Company that guarantee our Revolving Credit Facility and the First Lien Notes. The Second Lien Notes and the guarantees thereof were secured by a second-priority lien on substantially all our assets (subject to certain permitted liens and exceptions).

New Second Lien Notes

In January 2015, the Company issued approximately $39.0 million aggregate principal amount of New Second Lien Notes, which bear interest at a rate of 7.0% per annum and mature in July 2020. Interest on the New Second Lien Notes is payable semi-annually on July 15th and January 15th of each year and is computed on the basis of a 360-day year comprised of twelve 30 day months. As described above, the New Second Lien Notes were originally issued in exchange for $32.0 million in aggregate principal amount of First Lien Notes pursuant to an exchange agreement.

The New Second Lien Notes were issued under a new indenture (the “New Second Lien Notes Indenture”), by and among American Media, Inc., certain of its subsidiaries listed as guarantors thereto (the "Guarantors") and Wilmington Trust, National Association, as trustee (the "Trustee"). The New Second Lien Notes were issued through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

In March 2016, the Company issued approximately $159.6 million aggregate principal amount of additional New Second Lien Notes (the "Additional New Second Lien Notes"). Approximately $76.0 million in aggregate principal amount of Additional New Second Lien Notes were issued in exchange for approximately $58.9 million in aggregate principal amount of First Lien Notes pursuant to the New Second Lien Notes Exchange Agreement, as described above. Approximately $76.2 million in aggregate principal amount of Additional New Second Lien Notes were issued in a distribution to certain holders of equity interests in the Parent, of which approximately $68.8 million was issued to the Investors and approximately $7.4 million was issued to AMI's Chief Executive Officer (the "Officer"). Approximately $7.3 million aggregate principal amount of Additional New Second Lien Notes were issued to an affiliate of the Investors in exchange for cash. The Additional New Second Lien Notes were issued under the New Second Lien Notes Indenture through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

The New Second Lien Notes and the Additional New Second Lien Notes are guaranteed on a second lien senior secured basis by the same subsidiaries of the Company that guarantee our Revolving Credit Facility, the First Lien Notes and the Second Lien Notes. The New Second Lien Notes and the Additional New Second Lien Notes and the guarantees thereof are secured by a second-priority lien on substantially all our assets (subject to certain permitted liens and exceptions).

Under the New Second Lien Notes Indenture, the Company has the option to redeem the New Second Lien Notes at any time prior to January 15, 2018 at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium and accrued and unpaid interest through the redemption date. At any time prior to January 15, 2018, the Company may redeem up to 35% of the New Second Lien Notes from the net cash proceeds of one or more qualified equity offerings at a redemption price of 107% of the principal amount, plus accrued and unpaid interest through the redemption date, provided that at least 65% of the aggregate principal amount of the New Second Lien Notes remains outstanding after the redemption. The Company has the option to redeem the New Second Lien Notes on or after January 15, 2018, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest through the redemption date, if redeemed during the 12-month period beginning on January 15th of each of the years indicated below:



Year		Percentage
2018		107%
2019		103.5%
2020 and thereafter		100%

Second Lien PIK Notes

During fiscal 2014, the Company issued approximately $94.3 million aggregate principal amount of Second Lien PIK Notes in exchange for an equal aggregate principal amount of Second Lien Notes pursuant to the Second Lien PIK Notes Exchange Agreement, as described above. The Second Lien PIK Notes were issued under a new indenture (the “Second Lien PIK Notes Indenture”), by and among American Media, Inc., the Guarantors and Trustee.

During fiscal 2015, in connection with the Merger, the Company issued approximately $12.3 million in aggregate principal amount of additional Second Lien PIK Notes (the "Additional Second Lien PIK Notes"). The Additional Second Lien PIK Notes were issued under the Second Lien PIK Notes Indenture, were assigned the same CUSIP number as the outstanding Second Lien PIK Notes and were issued through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

The Second Lien PIK Notes were payable in kind at a rate of 10% per annum which totaled $4.8 million and $1.9 million, during fiscal 2015 and 2014, respectively, and was recorded as an increase to the aggregate principal amount of Second Lien PIK Notes outstanding.

During fiscal 2015, pursuant to the Debt for Equity Exchange Agreement with the Parent and the Investors, the Investors exchanged approximately $113.3 million aggregate principal amount of Second Lien PIK Notes, plus accrued and unpaid interest, which represented all of the outstanding Second Lien PIK Notes, for equity interests in the Parent. Upon the cancellation of all outstanding Second Lien PIK Notes, the collateral agreement securing the Second Lien PIK Notes was terminated and the obligations of the Company under the Second Lien PIK Notes Indenture were satisfied in full and the discharge thereof was acknowledged by the Trustee.

Supplemental Indentures

In August 2014, AMI received consents from the holders of (a) $218.2 million principal amount of the outstanding First Lien Notes to amend the indenture dated as of December 1, 2010 (as such agreement may be amended, restated or supplemented, the “First Lien Notes Indenture”), among AMI, the Guarantors and the Trustee, (b) $7.8 million principal amount of the outstanding Second Lien Notes to amend the indenture dated as of December 22, 2010 (as such agreement may be amended, restated or supplemented, the “Second Lien Notes Indenture” and, together with the First Lien Notes Indenture and the Second Lien PIK Notes Indenture, the “Indentures”), among AMI, the Guarantors and the Trustee and (c) $101.0 million principal amount of the outstanding Second Lien PIK Notes to amend the Second Lien PIK Notes Indenture, which in each case represented the requisite consents from holders of at least a majority of the aggregate principal amount of the applicable notes then outstanding.

As a result of receiving the requisite consents, in August 2014, AMI and the Trustee entered into

(a) the Fourth Supplemental Indenture (the “First Lien Notes Supplemental Indenture”) to the First Lien Notes Indenture, (b) the Third Supplemental Indenture (the “Second Lien Notes Supplemental Indenture”) to the Second Lien Notes Indenture and (c) the First Supplemental Indenture (the “Second Lien PIK Notes Supplemental Indenture”) to the Second Lien PIK Notes Indenture and, together with the First Lien Notes Supplemental Indenture and the Second Lien Notes Supplemental Indenture, the “Supplemental Indentures”).

The Supplemental Indentures amend the Indentures to (a) permit the transactions contemplated by the Merger Agreement including amending the definition of “Change of Control” and permitting the issuance of the Additional Second Lien PIK Notes pursuant to the Second Lien PIK Notes Indenture; and (b) in the case of the Second Lien PIK Notes Supplemental Indenture only, eliminate AMI’s obligation to apply Cash Interest Savings (as defined in the Second Lien PIK Notes Indenture) to repurchase outstanding First Lien Notes for the semi-annual interest periods ending on June 15, 2014 and December 15, 2014 (collectively, the “Amendments”). Pursuant to the terms of the Supplemental Indentures, the Supplemental Indentures became effective, and the Amendments became operative, immediately upon execution of the Supplemental Indentures.

In January 2015, we entered into a supplemental indenture (the “2015 Supplemental Indenture”) by and between the Company and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee and collateral agent (collectively, the “Existing Second Lien Trustee”), to an indenture, dated as of December 22, 2010, by and among the Company, the guarantors party thereto and the Existing Second Lien Trustee (as amended, supplemented or otherwise modified through the date of amendment, the “Existing Second Lien Indenture”). The 2015 Supplemental Indenture contemplates, among other things, the exchange of First Lien Notes for the New Second Lien Notes.

In March 2016, the Company received consents from the holders of (a) $266.1 million principal amount of the outstanding First Lien Notes to amend the indenture dated as of December 1, 2010 (as such agreement may be amended, restated or supplemented, the “First Lien Notes Indenture”), among the Company, the Guarantors and the Trustee and (b) $39.0 million principal amount of the outstanding New Second Lien Notes to amend the indenture dated as of January 20, 2015 (as such agreement may be amended, restated or supplemented, the “New Second Lien Notes Indenture” and, together with the First Lien Notes Indenture, the “Indentures”), among the Company, the Guarantors and the Trustee, which in each case represented the requisite consents from holders of at least a majority of the aggregate principal amount of the Senior Secured Notes then outstanding. Holders of the First Lien Notes that delivered a consent on or prior to March 28, 2016 were entitled to receive cash consideration equal to 1% of the principal amount of First Lien Notes for which consents were delivered (the "Consent Fee"), which totaled approximately $2.7 million, which is reflected in deferred financing costs in the accompanying consolidated financial statements. No consent fee was paid to holder of the New Second Lien Notes.

As a result of receiving the requisite consents, in March 2016, the Company and the Trustee entered into (a) the Fifth Supplemental Indenture (the “First Lien Notes Supplemental Indenture”) to the First Lien Notes Indenture and (b) the First Supplemental Indenture (the “New Second Lien Notes Supplemental Indenture” and, together with the First Lien Notes Supplemental Indenture, the “Supplemental Indentures”). The Supplemental Indentures amend the First Lien Indenture and the New Second Lien Indenture, as applicable, to, among other things, permit the issuance of the Additional New Second Lien Notes.

The Indentures governing the Senior Secured Notes contain certain affirmative covenants, negative covenants and events of default. For example, the Indentures governing the Senior Secured Notes contain covenants that limit our ability and that of our restricted subsidiaries, subject to important exceptions and qualifications, to: borrow money; guarantee other indebtedness; use assets as security in other transactions; pay dividends on stock, redeem stock or redeem subordinated debt; make investments; enter into agreements that restrict the payment of dividends by subsidiaries; sell assets; enter into affiliate transactions; sell capital stock of subsidiaries; enter into new lines of business; and merge or consolidate. In addition, the Indentures governing the Senior Secured Notes impose certain requirements as to future subsidiary guarantors. As of March 31, 2016, the Company was in compliance with all of the covenants under the indentures governing the Senior Secured Notes.