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RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN MEDIA, INC.
FIRST. The name of the corporation is American Media, Inc.
SECOND. The address of the corporation's registered office in the State of
Delaware is 15 East North Street, in the City of Dover, County of Kent, 19901.
The name of its registered agent at such address is United Corporate Services,
Inc.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is 3,000. All such shares are to be Common Stock, par
value of $.01 per share, and are to be of one class.
FIFTH. Unless and except to the extent that the by-laws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.
SIXTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the by-laws of the corporation,
subject to the power of the stockholders of the corporation to alter or repeal
any by-law whether adopted by them or otherwise.
SEVENTH. (a) The corporation shall indemnify to the fullest extent
permitted under and in accordance with the laws of the State of Delaware any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, trustee,
employee or agent of or in any other capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
(b) Expenses incurred in defending a civil of criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee, or agent) be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article Seventh.
(c) The indemnification and other rights set forth in this Article Seventh
shall not be exclusive of any provisions with respect thereto in the by-laws or
any other contract or agreement between the corporation and any officer,
director, employee or agent of the corporation.
(d) Neither the amendment nor repeal of this Article Seventh, paragraph (a)
(b) or (c), nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with Article Seventh, paragraph (a) (b) or (c), shall
eliminate or reduce the effect of this Article Seventh,
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paragraphs (a) (b) and (c), in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to this Article Seventh, paragraph (a) (b) or (c), if such provision had not
been so amended or repealed or if a provision inconsistent therewith had not
been so adopted.
(e) No director shall be personally liable to the corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (i) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (ii) shall be liable by
reason that, in addition to any and all other requirements for liability, he:
(A) shall have breached his duty of loyalty to the corporation or its
stockholders;
(B) shall not have acted in good faith or, in failing to act, shall
not have acted in good faith;
(C) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation of law;
or
(D) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
EIGHTH. The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the rights reserved
in this Article Eighth.
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