<PAGE>
                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

================================================================================





                         AMERICAN MEDIA OPERATIONS, INC.

                    87/8% Senior Subordinated Notes due 2011




                                   ----------


                                    INDENTURE



                          Dated as of January 23, 2003



                                   ----------





                 J.P. Morgan Trust Company, National Association

                                   as Trustee







================================================================================


<PAGE>








                                TABLE OF CONTENTS

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<S>                                                                                                   <C>
                                    ARTICLE 1

                   Definitions and Incorporation by Reference
SECTION 1.01.  Definitions...............................................................................1
SECTION 1.02.  Other Definitions........................................................................20
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act........................................21
SECTION 1.04.  Rules of Construction....................................................................21



                                    ARTICLE 2

                                    The Notes
SECTION 2.01.  Amount of Notes; Issuable in Series .....................................................22
SECTION 2.02.  Form and Dating..........................................................................23
SECTION 2.03.  Execution and Authentication.............................................................23
SECTION 2.04.  Registrar and Paying Agent...............................................................23
SECTION 2.05.  Paying Agent To Hold Money in Trust......................................................24
SECTION 2.06.  Holder Lists.............................................................................24
SECTION 2.07.  Transfer and Exchange....................................................................25
SECTION 2.08.  Replacement Notes........................................................................25
SECTION 2.09.  Outstanding Notes........................................................................26
SECTION 2.10.  Temporary Notes..........................................................................26
SECTION 2.11.  Cancelation..............................................................................26
SECTION 2.12.  Defaulted Interest.......................................................................26
SECTION 2.13.  CUSIP and ISIN Numbers...................................................................27



                                    ARTICLE 3

                                   Redemption
SECTION 3.01.  Notices to Trustee.......................................................................27
SECTION 3.02.  Selection of Notes To Be Redeemed........................................................27
SECTION 3.03.  Notice of Redemption.....................................................................27
SECTION 3.04.  Effect of Notice of Redemption...........................................................28
SECTION 3.05.  Deposit of Redemption Price..............................................................28
SECTION 3.06.  Notes Redeemed in Part...................................................................28
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                                       -i-
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<S>                                                                                                   <C>
                                    ARTICLE 4

                                    Covenants
SECTION 4.01.  Payment of Notes.........................................................................29
SECTION 4.02.  SEC Reports..............................................................................29
SECTION 4.03.  Limitation on Indebtedness...............................................................29
SECTION 4.04.  Limitation on Restricted Payments........................................................32
SECTION 4.05.  Limitation on Restrictions on Distributions from Restricted
               Subsidiaries.............................................................................36
SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock.......................................37
SECTION 4.07.  Limitation on Transactions with Affiliates...............................................40
SECTION 4.08.  Change of Control........................................................................41
SECTION 4.09.  Compliance Certificate...................................................................42
SECTION 4.10.  Further Instruments and Acts.............................................................42
SECTION 4.11.  Future Note Guarantors...................................................................43
SECTION 4.12.  Limitation on Lines of Business..........................................................43
SECTION 4.13.  Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries...........43



                                    ARTICLE 5

                                Successor Company
SECTION 5.01.  (a) When Company May Merge or Transfer Assets............................................43



                                    ARTICLE 6

                              Defaults and Remedies
SECTION 6.01.  Events of Default........................................................................44
SECTION 6.02.  Acceleration.............................................................................46
SECTION 6.03.  Other Remedies...........................................................................47
SECTION 6.04.  Waiver of Past Defaults..................................................................47
SECTION 6.05.  Control by Majority......................................................................47
SECTION 6.06.  Limitation on Suits......................................................................47
SECTION 6.07.  Rights of Holders to Receive Payment.....................................................48
SECTION 6.08.  Collection Suit by Trustee...............................................................48
SECTION 6.09.  Trustee May File Proofs of Claim.........................................................48
SECTION 6.10.  Priorities...............................................................................48
SECTION 6.11.  Undertaking for Costs....................................................................49
SECTION 6.12.  Waiver of Stay or Extension Laws.........................................................49
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                                      -ii-
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<S>                                                                                                   <C>
                                    ARTICLE 7

                                     Trustee
SECTION 7.01.  Duties of Trustee........................................................................49
SECTION 7.02.  Rights of Trustee........................................................................50
SECTION 7.03.  Individual Rights of Trustee.............................................................51
SECTION 7.04.  Trustee's Disclaimer.....................................................................51
SECTION 7.05.  Notice of Defaults.......................................................................51
SECTION 7.06.  Reports by Trustee to Holders............................................................51
SECTION 7.07.  Compensation and Indemnity...............................................................51
SECTION 7.08.  Replacement of Trustee...................................................................52
SECTION 7.09.  Successor Trustee by Merger..............................................................53
SECTION 7.10.  Eligibility; Disqualification............................................................53
SECTION 7.11.  Preferential Collection of Claims Against Company........................................54



                                    ARTICLE 8

                       Discharge of Indenture; Defeasance
SECTION 8.01.  Discharge of Liability on Notes; Defeasance..............................................54
SECTION 8.02.  Conditions to Defeasance.................................................................55
SECTION 8.03.  Application of Trust Money...............................................................56
SECTION 8.04.  Repayment to Company.....................................................................56
SECTION 8.05.  Indemnity for Government Obligations.....................................................56
SECTION 8.06.  Reinstatement............................................................................56



                                    ARTICLE 9

                                   Amendments
SECTION 9.01.  Without Consent of Holders...............................................................57
SECTION 9.02.  With Consent of Holders..................................................................58
SECTION 9.03.  Compliance with Trust Indenture Act......................................................59
SECTION 9.04.  Revocation and Effect of Consents and Waivers............................................59
SECTION 9.05.  Notation on or Exchange of Notes.........................................................59
SECTION 9.06.  Trustee To Sign Amendments...............................................................59
SECTION 9.07.  Payment for Consent......................................................................60



                                   ARTICLE 10

                                  Subordination
SECTION 10.01.  Agreement To Subordinate................................................................60
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy....................................................60
SECTION 10.03.  Default on Senior Indebtedness..........................................................61
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                                      -iii-

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<S>                                                                                                   <C>
SECTION 10.04.  Acceleration of Payment of Notes........................................................61
SECTION 10.05.  When Distribution Must Be Paid Over.....................................................62
SECTION 10.06.  Subrogation.............................................................................62
SECTION 10.07.  Relative Rights.........................................................................62
SECTION 10.08.  Subordination May Not Be Impaired by Company............................................62
SECTION 10.09.  Rights of Trustee and Paying Agent. ....................................................62
SECTION 10.10.  Distribution or Notice to Representative................................................63
SECTION 10.11.  Article 10 Not To Prevent Events of Default or Limit Right To Accelerate................63
SECTION 10.12.  Trust Moneys Not Subordinated...........................................................63
SECTION 10.13.  Trustee Entitled To Rely................................................................63
SECTION 10.14.  Trustee To Effectuate Subordination.....................................................64
SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness................................64
SECTION 10.16.  Reliance by Holders of Senior Indebtedness on Subordination Provisions..................64



                                   ARTICLE 11

                                 Note Guarantees
SECTION 11.01.  Note Guarantees.........................................................................64
SECTION 11.02.  Limitation on Liability.................................................................66
SECTION 11.03.  Successors and Assigns..................................................................67
SECTION 11.04.  No Waiver...............................................................................67
SECTION 11.05.  Modification............................................................................67
SECTION 11.06.  Execution of Supplemental Indenture for Future Note Guarantors..........................67
SECTION 11.07.  Non-Impairment..........................................................................67



                                   ARTICLE 12

                      Subordination of the Note Guarantees
SECTION 12.01.  Agreement To Subordinate................................................................68
SECTION 12.02.  Liquidation, Dissolution, Bankruptcy....................................................68
SECTION 12.03.  Default on Designated Senior Indebtedness of a Note Guarantor...........................68
SECTION 12.04.  Demand for Payment......................................................................69
SECTION 12.05.  When Distribution Must Be Paid Over.....................................................70
SECTION 12.06.  Subrogation.............................................................................70
SECTION 12.07.  Relative Rights.........................................................................70
SECTION 12.08.  Subordination May Not Be Impaired by a Note  Guarantor..................................70
SECTION 12.09.  Rights of Trustee and Paying Agent......................................................70
SECTION 12.10.  Distribution or Notice to Representative................................................71
SECTION 12.11.  Article 12 Not To Prevent Events of Default or Limit Right To Accelerate................71
SECTION 12.12.  Trustee Entitled To Rely................................................................71
SECTION 12.13.  Trustee To Effectuate Subordination.....................................................71
SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness of a Note Guarantor............71
SECTION 12.15.  Reliance by Holders of Senior Indebtedness of a Note Guarantor on
                Subordination Provisions................................................................72
SECTION 12.16.  Defeasance..............................................................................72
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<S>                                                                                                   <C>
                                   ARTICLE 13

                                  Miscellaneous
SECTION 13.01.  Trust Indenture Act Controls............................................................72
SECTION 13.02.  Notices.................................................................................72
SECTION 13.03.  Communication of Holders with Other Holders.............................................73
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent......................................73
SECTION 13.05.  Statements Required in Certificate or Opinion...........................................73
SECTION 13.06.  When Notes Disregarded..................................................................73
SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar............................................74
SECTION 13.08.  Legal Holidays..........................................................................74
SECTION 13.09.  GOVERNING LAW...........................................................................74
SECTION 13.10.  No Recourse Against Others..............................................................74
SECTION 13.11.  Successors..............................................................................74
SECTION 13.12.  Multiple Originals......................................................................74
SECTION 13.13.  Table of Contents; Headings.............................................................74
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                                       -v-
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Appendix A  -  Provisions Relating to Original Notes, Additional Notes, Private
               Exchange Notes and Exchange Notes
Exhibit A   -  Form of Initial Note
Exhibit B   -  Form of Exchange Note
Exhibit C   -  Form of Supplemental Indenture
Exhibit D   -  Form of Transferee Letter of Representation




                                      -vi-

<PAGE>
                                INDENTURE dated as of January 23, 2003, among
                        American Media Operations, Inc., a Delaware corporation
                        (the "Company"), National Enquirer, Inc., a Florida
                        corporation, Globe Editorial, Inc., a Delaware
                        corporation, Globe Communications Corp., a Delaware
                        corporation, Star Editorial, Inc., a Delaware
                        corporation, National Examiner, Inc., a Delaware
                        corporation, Mira! Editorial, Inc., a Delaware
                        corporation, AM Auto World Weekly, Inc., a Delaware
                        corporation, American Media Consumer Entertainment Inc.,
                        a Delaware corporation, American Media Consumer Magazine
                        Group, Inc., a Delaware corporation, American Media
                        Newspaper Group, Inc., a Delaware corporation, Country
                        Music Media Group, Inc., a Delaware corporation,
                        American Media Mini Mags, Inc., a Delaware corporation,
                        American Media Distribution & Marketing Group, Inc., a
                        Delaware corporation, American Media Property Group,
                        Inc., a Delaware corporation, Distribution Services,
                        Inc., a Delaware corporation, NDSI, Inc., a Delaware
                        corporation, AMI Books, Inc., a Delaware corporation,
                        AMI Films, Inc., a Delaware corporation, Weider
                        Publications, LLC, a Delaware limited liability company,
                        and SYL Communications, a California corporation
                        (collectively, the "Note Guarantors"), and J.P. Morgan
                        Trust Company, National Association, a national banking
                        association, as trustee (the "Trustee").


                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (a) the
Company's 87/8% Senior Subordinated Notes due 2011 issued on the date hereof
(the "Original Notes"), (b) any Additional Notes (as defined herein) that may be
issued on any Issue Date (all such Notes in clauses (a) and (b) being referred
to collectively as "Initial Notes", unless otherwise provided pursuant to
Section 2.01(5)), (c) if and when issued as provided in a Registration Agreement
(as defined in Appendix A hereto (the "Appendix")), the Company's 87/8% Senior
Subordinated Notes due 2011 issued in a Registered Exchange Offer (as defined in
the Appendix) in exchange for any Initial Notes (the "Exchange Notes") and (d)
if and when issued as provided in a Registration Agreement, the Private Exchange
Notes (as defined in the Appendix, and together with the Initial Notes and any
Exchange Notes issued hereunder, the "Notes") issued in a Private Exchange (as
defined in the Appendix). On the date hereof, $150,000,000 in aggregate
principal amount of Original Notes will be initially issued. Subject to the
conditions and in compliance with the covenants set forth herein, the Company
may issue an unlimited aggregate principal amount of Additional Notes.




<PAGE>

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

                  SECTION 1.01.  Definitions.

                  "Acquisition" means the acquisition of Weider Publications,
LLC as described in the Offering Memorandum dated January 16, 2003 relating to
the Original Notes.

                  "Additional Assets" means (a) any property or assets (other
than Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Permitted Business; (b) the Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary; or (c) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that any such Restricted Subsidiary described in
clauses (b) or (c) above is primarily engaged in a Permitted Business.

                  "Additional Notes" means any Notes issued under the terms of
this Indenture subsequent to the Closing Date (other than Exchange Notes or
Private Exchange Notes issued in exchange for Original Notes).

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Company or Holdings or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary, or (c)
any other assets of






<PAGE>
                                                                               3


the Company or any Restricted Subsidiary outside of the ordinary course of
business of the Company or such Restricted Subsidiary; other than, in the case
of (a), (b) and (c) above, (i) a disposition by a Restricted Subsidiary to the
Company or by the Company or a Restricted Subsidiary to a Note Guarantor, (ii)
any sale of Capital Stock in, or Indebtedness or other securities of, an
Unrestricted Subsidiary, (iii) transactions permitted under Section 5.01(a),
(iv) an issuance of Capital Stock by a Restricted Subsidiary of the Company to
the Company or to a Restricted Subsidiary, (v) for purposes of Section 4.06
only, a disposition subject to Section 4.04, (vi) any Permitted Asset Swap, and
(vii) any disposition of assets with a Fair Market Value of not more than
$2,500,000.

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (a) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or scheduled redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment, by (b) the sum of
all such payments.

                  "Bank Indebtedness" means any and all amounts payable under or
in respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of the Board
of Directors of the Company.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.



<PAGE>
                                                                               4


                  "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.

                  "Change of Control" means the occurrence of any of the
following events:

                  (a) prior to the earlier to occur of (i) the first public
         offering of common stock of Holdings or (ii) the first public offering
         of common stock of the Company, the Permitted Holders cease to be the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, of a majority in the aggregate
         of the total voting power of the Voting Stock of the Company or
         Holdings, whether as a result of issuance of securities of Holdings or
         the Company, any merger, consolidation, liquidation or dissolution of
         Holdings or the Company, any direct or indirect transfer of securities
         by any Permitted Holder or otherwise (for purposes of this clause (a)
         and clause (b) below, the Permitted Holders shall be deemed to
         beneficially own any Voting Stock of an entity (the "specified entity")
         held by any other entity (the "parent entity") so long as the Permitted
         Holders beneficially own (as so defined), directly or indirectly, in
         the aggregate a majority of the voting power of the Voting Stock of the
         parent entity);



<PAGE>
                                                                               5


                  (b) (i) any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act), other than one or more Permitted
         Holders, is or becomes the beneficial owner (as defined in clause (a)
         above, except that for purposes of this clause (b) such person shall be
         deemed to have "beneficial ownership" of all shares that any such
         person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of more than 35% of the total voting power of the Voting Stock of the
         Company or Holdings and (ii) the Permitted Holders "beneficially own"
         (as defined in clause (a) above), directly or indirectly, in the
         aggregate a lesser percentage of the total voting power of the Voting
         Stock of the Company or Holdings than such other person and do not have
         the right or ability by voting power, contract or otherwise to elect or
         designate for election a majority of the board of directors of the
         Company or Holdings, as the case may be (for the purposes of this
         clause (b), such other person shall be deemed to beneficially own any
         Voting Stock of a specified entity held by a parent entity, if such
         other person is the beneficial owner (as defined in this clause (b)),
         directly or indirectly, of more than 35% of the voting power of the
         Voting Stock of such parent entity and the Permitted Holders
         "beneficially own" (as defined in clause (a) above), directly or
         indirectly, in the aggregate a lesser percentage of the voting power of
         the Voting Stock of such parent entity and do not have the right or
         ability by voting power, contract or otherwise to elect or designate
         for election a majority of the board of directors of such parent
         entity);

                  (c) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the board of directors
         of the Company or Holdings, as the case may be (together with any new
         directors whose election by such board of directors of the Company or
         Holdings, as the case may be, or whose nomination for election by the
         shareholders of the Company or Holdings, as the case may be, was
         approved by a vote of 66 2/3% of the directors of the Company or
         Holdings, as the case may be, then still in office who were either
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the board of directors of the
         Company or Holdings, as the case may be, then in office;

                  (d) the adoption of a plan relating to the liquidation or
         dissolution of the Company or Holdings;

                  (e) the merger or consolidation of the Company or Holdings
         with or into another Person or the merger of another Person with or
         into the Company or Holdings, or the sale of all or substantially all
         the assets of the Company or Holdings to another Person (other than a
         Person that is controlled by the Permitted Holders), and, in the case
         of any such merger or consolidation, the securities of the Company or
         Holdings that are outstanding immediately prior to such




<PAGE>
                                                                               6


         transaction and which represent 100% of the aggregate voting power of
         the Voting Stock of the Company or Holdings are changed into or
         exchanged for cash, securities or property, unless pursuant to such
         transaction such securities are changed into or exchanged for, in
         addition to any other consideration, securities of the surviving Person
         or transferee that represent immediately after such transaction, at
         least a majority of the aggregate voting power of the Voting Stock of
         the surviving Person or transferee; or

                  (f) Evercore no longer has 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.

                  "Closing Date" means the date of this Indenture.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its Consolidated Restricted
Subsidiaries, plus, to the extent Incurred by the Company and its Restricted
Subsidiaries in such period but not included in such interest expense, (a)
interest expense attributable to Capitalized Lease Obligations and the interest
expense attributable to leases constituting part of a Sale/Leaseback
Transaction, (b) amortization of debt discount and debt issuance costs, (c)
capitalized interest, (d) noncash interest expense, (e) commissions, discounts
and other fees and charges attributable to letters of credit and bankers'
acceptance financing, (f) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by the Company or any
Restricted Subsidiary, (g) net costs associated with Hedging Obligations, (h)
dividends in respect of all Disqualified Stock of the Company and all Preferred
Stock of any of the Restricted Subsidiaries of the Company, to the extent held
by Persons other than the Company or a Wholly Owned Subsidiary, (i) interest
Incurred in connection with investments in discontinued operations and (j) the
cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than the Company) in connection with Indebtedness Incurred
by such plan or trust. Notwithstanding anything to the contrary contained
herein, commissions, discounts, yield and other fees and charges Incurred in
connection with any transaction pursuant to which the Company or any Subsidiary
of the Company may sell, convey or otherwise transfer or grant a security
interest in any accounts receivable or related assets shall be included in
Consolidated Interest Expense.




<PAGE>
                                                                               7


                  "Consolidated Net Income" means, for any period, the net
income of the Company and its Consolidated Subsidiaries for such period;
provided, however, that there shall not be included in such Consolidated Net
Income:

                  (a) any net income of any Person (other than the Company) if
         such Person is not a Restricted Subsidiary, except that (i) subject to
         the limitations contained in clause (d) below, the Company's equity in
         the net income of any such Person for such period shall be included in
         such Consolidated Net Income up to the aggregate amount of cash
         actually distributed by such Person during such period to the Company
         or a Restricted Subsidiary as a dividend or other distribution
         (subject, in the case of a dividend or other distribution made to a
         Restricted Subsidiary, to the limitations contained in clause (c)
         below) and (ii) the Company's equity in a net loss of any such Person
         for such period shall be included in determining such Consolidated Net
         Income to the extent such loss has been funded with cash from the
         Company or a Restricted Subsidiary;

                  (b) any net income (or loss) of any Person acquired by the
         Company or a Subsidiary in a pooling of interests transaction for any
         period prior to the date of such acquisition;

                  (c) any net income (or loss) of any Restricted Subsidiary
         (other than any Note Guarantor) if such Restricted Subsidiary is
         subject to restrictions, directly or indirectly, on the payment of
         dividends or the making of distributions by such Restricted Subsidiary,
         directly or indirectly, to the Company, except that (i) subject to the
         limitations contained in clause (d) below, the Company's equity in the
         net income of any such Restricted Subsidiary for such period shall be
         included in such Consolidated Net Income up to the aggregate amount of
         cash actually distributed by such Restricted Subsidiary during such
         period to the Company or another Restricted Subsidiary as a dividend or
         other distribution (subject, in the case of a dividend or other
         distribution made to another Restricted Subsidiary, to the limitation
         contained in this clause) and (ii) the Company's equity in a net loss
         of any such Restricted Subsidiary for such period shall be included in
         determining such Consolidated Net Income;

                  (d) any gain (loss) realized upon the sale or other
         disposition of any asset of the Company or its Consolidated
         Subsidiaries (including pursuant to any Sale/Leaseback Transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business and any gain (loss) realized upon the sale or other
         disposition of any Capital Stock of any Person;

                  (e) any extraordinary gain or loss; and




<PAGE>
                                                                               8


                  (f) the cumulative effect of a change in accounting
principles.

                  "Consolidation" means the consolidation of the amounts of each
of the Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "Consolidation" shall not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary shall
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.

                  "Credit Agreement" means the credit agreement dated as of May
7, 1999, as amended and restated as of November 1, 1999, as amended as of
February 11, 2002, as amended and restated in connection with the Acquisition,
as amended, restated, supplemented, waived, replaced (whether or not upon
termination), restructured, repaid, refunded, refinanced or otherwise modified
from time to time including any agreement extending the maturity thereof or
otherwise restructuring all or any portion of the Indebtedness under such
agreement or increasing the amount loaned thereunder or altering the maturity
thereof, among Holdings, the Company, the lenders thereunder and JPMorgan Chase
Bank, as administrative agent for such lenders.

                  "Currency Agreement" means with respect to any Person any
foreign exchange contract, currency swap agreements or other similar agreement
or arrangement to which such Person is a party or of which it is a beneficiary.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Designated Noncash Consideration" means the Fair Market Value
of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Disposition that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Temporary Cash Investments
received in connection with a subsequent sale of such Designated Noncash
Consideration.

                  "Designated Senior Indebtedness" of the Company means (a) the
Bank Indebtedness and (b) any other Senior Indebtedness of the Company that, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $10.0 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture. "Designated
Senior Indebtedness" of a Note Guarantor has a correlative meaning.



<PAGE>
                                                                               9


                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (a) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (b) is convertible or exchangeable for
Indebtedness or Disqualified Stock (excluding Capital Stock convertible or
exchangeable solely at the option of the Company or a Restricted Subsidiary;
provided that any such conversion or exchange shall be deemed an Incurrence of
Indebtedness or an issuance of Disqualified Stock, as applicable) or (c) is
redeemable at the option of the holder thereof, in whole or in part, in the case
of each of clauses (a), (b) and (c) on or prior to 91 days after the Stated
Maturity of the Notes; provided, however, that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to repurchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to 91
days after the Stated Maturity of the Notes shall not constitute Disqualified
Stock if the "asset sale" or "change of control" provisions applicable to such
Capital Stock are not more favorable to the holders of such Capital Stock than
the provisions of Sections 4.06 and 4.08; provided, however, that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date shall be deemed to be Disqualified Stock; provided
further, however, that if such Capital Stock is issued to any employee or to any
plan for the benefit of employees of the Company or its Subsidiaries or by any
such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company in order to satisfy applicable statutory or regulatory obligations or as
a result of such employee's termination, death or disability.

                  "Domestic Subsidiary" means each Restricted Subsidiary of the
Company other than a Foreign Subsidiary.

                  "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 (including the Acquisition) or Indebtedness permitted to be incurred
by this Indenture (whether or not successful), (f) the amount of any annual
monitoring fees paid to Evercore in an amount not to exceed $750,000 during any
fiscal year and (g) any other 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). 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





<PAGE>
                                                                              10


extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income; provided,
however, 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.

                  "Equity Offering" means any public or private sale of common
stock or Preferred Stock of the Company or Holdings (other than Disqualified
Stock), other than public offerings with respect to the Company's or Holdings's
common stock registered on Form S-8 or other issuances upon exercise of options
by employees of the Company or any of its Restricted Subsidiaries.

                  "Evercore" means Evercore Capital Partners L.P., a Delaware
limited partnership, and its Affiliates.

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Existing Notes" means the $400,000,000 aggregate principal
amount of the Company's 10 1/4% Series B Senior Subordinated Notes due 2009
issued under the Existing Notes Indenture.

                  "Existing Notes Indenture" means the indenture dated as of
February 14, 2002, among the Company, the guarantors party thereto and JPMorgan
Chase Bank, as trustee.

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. For purposes of (a) Section 4.04(a) (iv) (3)(B), (b) the definition
of "Permitted Asset Swap" and (c) calculating the Fair Market Value of
Designated Noncash Consideration, the Fair Market Value of property or assets
other than cash which involves (i) an aggregate amount in excess of $2.0
million, shall be set forth in a resolution approved by at least a majority of
the Board of Directors and (ii) an aggregate amount in excess of $10.0 million,
shall have been determined in writing by a nationally recognized appraisal or
investment banking firm. For all other purposes of this Indenture, Fair Market
Value shall be determined in good faith by the Board of Directors, whose
determination shall be conclusive and evidenced by a resolution of the Board of
Directors.



<PAGE>
                                                                              11


                  "Foreign Subsidiary" means each Restricted Subsidiary of the
Company that is organized under the laws of any country other than the United
States, any State thereof, the District of Columbia, or any territory thereof.

                  "GAAP" means generally accepted accounting principles in the
United States as in effect as of the Closing Date, including those set forth in
(a) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (b) statements and
pronouncements of the Financial Accounting Standards Board, (c) such other
statements by such other entities as approved by a significant segment of the
accounting profession and (d) unless otherwise indicated, all ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other
obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (b) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

                  "Holder" means the Person in whose name a Note is registered
on the Registrar's books.

                  "Holdings" means the parent of the Company, American Media,
Inc., a Delaware corporation, until a successor replaces it and, thereafter,
means the successor.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary. The term "Incurrence" when
used as a noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.



<PAGE>
                                                                              12



                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication),

                  (a) the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

                  (b) the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

                  (c) all obligations of such Person in respect of letters of
         credit or other similar instruments (including reimbursement
         obligations with respect thereto);

                  (d) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services (except Trade Payables),
         which purchase price is due more than six months after the date of
         placing such property in service or taking delivery and title thereto
         or the completion of such services;

                  (e) all Capitalized Lease Obligations and all Attributable
         Debt of such Person;

                  (f) the amount of all obligations of such Person with respect
         to the redemption, repayment or other repurchase of any Disqualified
         Stock or, with respect to any Subsidiary of such Person, any Preferred
         Stock (but excluding, in each case, any accrued dividends);

                  (g) all Indebtedness of other Persons secured by a Lien on any
         asset of such Person, whether or not such Indebtedness is assumed by
         such Person; provided, however, that the amount of Indebtedness of such
         Person shall be the lesser of (i) the Fair Market Value of such asset
         at such date of determination and (ii) the amount of such Indebtedness
         of such other Persons;

                  (h) Hedging Obligations of such Person;

                  (i) to the extent not otherwise included, the amount then
         outstanding (i.e., advanced, and received by, and available for use by,
         such Person) under any receivables financing (as set forth in the books
         and records of such Person and confirmed by the agent, trustee or other
         representative of the institution or group providing such receivables
         financing); and

                  (j) all obligations of the type referred to in clauses (a)
         through (i) of other Persons and all dividends of other Persons for the
         payment of which, in either




<PAGE>
                                                                              13


         case, such Person is responsible or liable, directly or indirectly, as
         obligor, guarantor or otherwise, including by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

                  "Indenture" means this Indenture as amended or supplemented
from time to time.

                  "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or is a
beneficiary.

                  "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by such Person; provided that (a) Hedging
Obligations entered into in the ordinary course of business and in compliance
with this Indenture, (b) endorsements of negotiable instruments and documents in
the ordinary course of business and (c) an acquisition of assets, Capital Stock
or other securities by the Company for consideration consisting exclusively of
Capital Stock (other than Disqualified Stock) of the Company shall not be deemed
to be an Investment. For purposes of the definition of "Unrestricted Subsidiary"
and Section 4.04:

                  (a) "Investment" shall include the portion (proportionate to
         the Company's equity interest in such Subsidiary) of the Fair Market
         Value of the net assets of any Subsidiary of the Company at the time
         that such Subsidiary is designated an Unrestricted Subsidiary;
         provided, however, that upon a redesignation of such Subsidiary as a
         Restricted Subsidiary, the Company shall be deemed to continue to have
         a permanent "Investment" in an Unrestricted Subsidiary in an amount (if
         positive) equal to

                           (i) the Company's "Investment" in such Subsidiary at
                  the time of such redesignation less



<PAGE>
                                                                              14


                           (ii) the portion (proportionate to the Company's
                  equity interest in such Subsidiary) of the Fair Market Value
                  of the net assets of such Subsidiary at the time of such
                  redesignation; and

                  (b) any property transferred to or from an Unrestricted
         Subsidiary shall be valued at its Fair Market Value at the time of such
         transfer.

                  "Leverage Ratio" as of any date of determination means the
ratio of:

                  (a) Total Consolidated Indebtedness as of the date of
         determination to

                  (b) the aggregate amount of EBITDA for the period of the most
         recent four consecutive fiscal quarters ending at the end of the most
         recent fiscal quarter for which financial statements are available;

provided, however, that

                           (i) if the Company or any Restricted Subsidiary has
                  Incurred any Indebtedness since the beginning of such period
                  that remains outstanding on such date of determination or if
                  the transaction giving rise to the need to calculate the
                  Leverage Ratio is an Incurrence of Indebtedness, EBITDA and,
                  for the purpose of calculating EBITDA, Consolidated Interest
                  Expense for such period shall be calculated after giving
                  effect on a pro forma basis to such Indebtedness as if such
                  Indebtedness had been Incurred on the first day of such period
                  and the discharge of any other Indebtedness repaid,
                  repurchased, defeased or otherwise discharged with the
                  proceeds of such new Indebtedness as if such discharge had
                  occurred on the first day of such period,

                           (ii) if the Company or any Restricted Subsidiary has
                  repaid, repurchased, defeased or otherwise discharged any
                  Indebtedness since the beginning of such period or if any
                  Indebtedness is to be repaid, repurchased, defeased or
                  otherwise discharged (in each case other than Indebtedness
                  Incurred under any revolving credit facility unless such
                  Indebtedness has been permanently repaid and has not been
                  replaced) on the date of the transaction giving rise to the
                  need to calculate the Leverage Ratio, EBITDA and, for the
                  purpose of calculating EBITDA, Consolidated Interest Expense
                  for such period shall be calculated on a pro forma basis as if
                  such discharge had occurred on the first day of such period
                  and as if the Company or such Restricted Subsidiary has not
                  earned the interest income actually earned during such period
                  in respect of cash or Temporary Cash Investments used to
                  repay, repurchase, defease or otherwise discharge such
                  Indebtedness,




<PAGE>
                                                                              15


                           (iii) if since the beginning of such period the
                  Company or any Restricted Subsidiary shall have made any Asset
                  Disposition, EBITDA for such period shall be reduced by an
                  amount equal to EBITDA (if positive) directly attributable to
                  the assets that are the subject of such Asset Disposition for
                  such period or increased by an amount equal to EBITDA (if
                  negative) directly attributable thereto for such period and,
                  for the purpose of calculating EBITDA, Consolidated Interest
                  Expense for such period shall be reduced by an amount equal to
                  the Consolidated Interest Expense directly attributable to any
                  Indebtedness of the Company or any Restricted Subsidiary
                  repaid, repurchased, defeased or otherwise discharged with
                  respect to the Company and its continuing Restricted
                  Subsidiaries in connection with such Asset Disposition for
                  such period (or, if the Capital Stock of any Restricted
                  Subsidiary is sold, the Consolidated Interest Expense for such
                  period directly attributable to the Indebtedness of such
                  Restricted Subsidiary to the extent the Company and its
                  continuing Restricted Subsidiaries are no longer liable for
                  such Indebtedness after such sale),

                           (iv) if since the beginning of such period the
                  Company or any Restricted Subsidiary (by merger or otherwise)
                  shall have made an Investment in any Restricted Subsidiary (or
                  any Person that becomes a Restricted Subsidiary) or an
                  acquisition of assets, including any acquisition of assets
                  occurring in connection with a transaction causing a
                  calculation to be made hereunder, which constitutes all or
                  substantially all of an operating unit of a business, EBITDA
                  and, for the purpose of calculating EBITDA, Consolidated
                  Interest Expense for such period shall be calculated after
                  giving pro forma effect thereto (including the Incurrence of
                  any Indebtedness) as if such Investment or acquisition
                  occurred on the first day of such period, and

                           (v) if since the beginning of such period any Person
                  (that subsequently became a Restricted Subsidiary or was
                  merged with or into the Company or any Restricted Subsidiary
                  since the beginning of such period) shall have made any Asset
                  Disposition or any Investment or acquisition of assets that
                  would have required an adjustment pursuant to clause (iii) or
                  (iv) above if made by the Company or a Restricted Subsidiary
                  during such period, EBITDA and, for the purpose of calculating
                  EBITDA, Consolidated Interest Expense for such period shall be
                  calculated after giving pro forma effect thereto as if such
                  Asset Disposition, Investment or acquisition of assets
                  occurred on the first day of such period.



<PAGE>
                                                                              16


For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
Any such pro forma calculations may include operating expense reductions for
such period resulting from the acquisition which is being given pro forma effect
that (a) would be permitted pursuant to Article XI of Regulation S-X under the
Securities Act or (b) have been realized or for which the steps necessary for
realization have been taken or are reasonably expected to be taken within six
months following any such acquisition, including the execution or termination of
any contracts, the termination of any personnel or the closing (or approval by
the Board of Directors of any closing) of any facility, as applicable, provided
that, in either case, such adjustments are set forth in an Officers' Certificate
signed by the Company's chief financial officer and another Officer which states
(i) the amount of such adjustment or adjustments, (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the Officers
executing such Officers' Certificate at the time of such execution and (iii)
that any related Incurrence of Indebtedness is permitted pursuant to this
Indenture. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of twelve months).

                  "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

                  "liquidated damages" means any liquidated damages payable
under a Registration Agreement.

                  "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to the properties or assets that are
the subject of such Asset Disposition or received in any other noncash form)
therefrom, in each case net of (a) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (b) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or





<PAGE>
                                                                              17


other security agreement of any kind with respect to such assets, or which must
by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law be repaid out of the proceeds from such Asset
Disposition, (c) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Disposition and (d) appropriate amounts to be provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
property or other assets disposed of in such Asset Disposition and retained by
the Company or any Restricted Subsidiary after such Asset Disposition.

                  "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

                  "Note Guarantee" means each Guarantee of the obligations with
respect to the Notes issued by any Person pursuant to the terms of this
Indenture.

                  "Note Guarantor" means any Person that has issued a Note
Guarantee.

                  "Notes" means the Notes issued under this Indenture.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company. An "Officer" of a Note Guarantor has
a correlative meaning.

                  "Officers' Certificate" means a certificate signed by two
Officers.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or a Note Guarantor, as applicable, or the Trustee.

                  "Permitted Asset Swap" means any one or more transactions in
which the Company or any Restricted Subsidiary exchanges assets (other than the
trademarks or other assets related to the publication titled National Enquirer
or the publication titled Star) for consideration consisting of (a) assets used
or useful in a Permitted Business and (b) any cash or Temporary Cash Investments
(provided that such cash or Temporary Cash investments will be considered Net
Available Cash from an Asset Disposition); provided, however, that the Fair
Market Value of the assets received by the Company or such Restricted Subsidiary
in such exchange, together with the amount of any cash or Temporary Cash
Investments also received in such exchange, shall be at least equal to the Fair
Market Value of the assets exchanged by the Company or such Restricted
Subsidiary.



<PAGE>
                                                                              18


                  "Permitted Business" means any business engaged in by the
Company or any Restricted Subsidiary on the Closing Date and any Related
Business.

                  "Permitted Holders" means EMP Group L.L.C. and any Person
acting in the capacity of an underwriter in connection with a public or private
offering of the Company's or Holdings' Capital Stock.

                  "Permitted Investment" means

                  (a) an Investment by the Company or any Restricted Subsidiary
         in the Company, a Restricted Subsidiary or a Person that will, upon the
         making of such Investment, become a Restricted Subsidiary; provided,
         however, that the primary business of such Restricted Subsidiary is a
         Permitted Business;

                  (b) an Investment by the Company or any Restricted Subsidiary
         in another Person if as a result of such Investment such other Person
         is merged or consolidated with or into, or transfers or conveys all or
         substantially all its assets to, the Company or a Restricted
         Subsidiary; provided, however, that such Person's primary business is a
         Permitted Business;

                  (c) an Investment by the Company or any Restricted Subsidiary
         in Temporary Cash Investments;

                  (d) receivables owing to the Company or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (e) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances ultimately to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (f) loans or advances to employees of the Company or such
         Restricted Subsidiary made in the ordinary course of business not
         exceeding $5 million in the aggregate outstanding at any time;

                  (g) an Investment by the Company or any Restricted Subsidiary
         in stock, obligations or securities received in settlement of debts
         created in the ordinary





<PAGE>
                                                                              19


         course of business and owing to the Company or any Restricted
         Subsidiary or in satisfaction of judgments;

                  (h) an Investment by the Company or any Restricted Subsidiary
         in any Person to the extent such Investment represents the noncash
         portion of the consideration received for an Asset Disposition that was
         made pursuant to and in compliance with Section 4.06;

                  (i) any Investment existing on the Closing Date;

                  (j) Guarantees (including the Note Guarantees) of Indebtedness
         permitted under this Indenture; and

                  (k) without duplication, any Investment in any Person, the
         amount of which, together with all other Investments in other Persons
         made pursuant to this clause (k) does not exceed $40.0 million in the
         aggregate at any time outstanding.

                  "Permitted Junior Securities" shall mean debt or equity
securities of the Company or any successor corporation issued pursuant to a plan
of reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Indebtedness of the Company at least to
the same extent that the Notes are subordinated to the payment of all Senior
Indebtedness of the Company on the Closing Date, so long as to the extent that
any Senior Indebtedness of the Company outstanding on the date of consummation
of any such plan of reorganization or readjustment is not paid in full in cash
or Cash Equivalents on such date, the holders of any such Senior Indebtedness
not so paid in full in cash have consented to the terms of such plan or
reorganization or readjustment. "Permitted Junior Securities" of a Note
Guarantor has a correlative meaning.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

                  "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.



<PAGE>
                                                                              20


                  "Purchase Money Indebtedness" means Indebtedness (a)
consisting of the deferred purchase price of an asset, conditional sale
obligations, obligations under any title retention agreement and other purchase
money obligations, in each case where the maturity of such Indebtedness does not
exceed the anticipated useful life of the asset being financed, and (b) incurred
to finance the acquisition by the Company or a Restricted Subsidiary of such
asset, including additions and improvements; provided, however, that such
Indebtedness is incurred within 180 days after the acquisition by the Company or
such Restricted Subsidiary of such asset.

                  "Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Refinancing Indebtedness" means Indebtedness that is Incurred
to refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness of the Company or any
Restricted Subsidiary existing on the Closing Date or Incurred in compliance
with this Indenture including Indebtedness of the Company that Refinances
Refinancing Indebtedness; provided, however, that (a) the Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced, (b) the Refinancing Indebtedness has an Average
Life at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the Average Life of the Indebtedness being refinanced, (c) such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price), plus costs
related to the issuance of such Refinancing Indebtedness, that is equal to or
less than the aggregate principal amount (or if issued with original issue
discount, the aggregate accreted value) then outstanding of the Indebtedness
being Refinanced and (d) if the Indebtedness being Refinanced is subordinated in
right of payment to the Notes, such Refinancing Indebtedness is subordinated in
right of payment to the Notes at least to the same extent as the Indebtedness
being Refinanced; provided further, however, that Refinancing Indebtedness shall
not include (i) Indebtedness of a Restricted Subsidiary other than a Note
Guarantor that Refinances Indebtedness of the Company or (ii) Indebtedness of
the Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.

                  "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Closing Date.

                  "Representative" means the trustee, agent or representative
(if any) for an issue of Senior Indebtedness.




<PAGE>
                                                                              21


                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien. "Secured Indebtedness" of a Note Guarantor has a correlative
meaning.

                  "Securities Act" means the Securities Act of 1933.

                  "Senior Indebtedness" of the Company or any Note Guarantor
means the principal of, premium (if any) and accrued and unpaid interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Company or any Note Guarantor,
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings) and fees and other amounts owing in respect of, Bank Indebtedness
and all other Indebtedness of the Company or any Note Guarantor, whether
outstanding on the Closing Date or thereafter Incurred, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such obligations are not superior, or are subordinated, in
right of payment to the Notes or such Note Guarantor's Note Guarantee; provided,
however, that Senior Indebtedness shall not include (a) any obligation of the
Company to any Subsidiary of the Company or of such Note Guarantor to the
Company or any other Subsidiary of the Company, (b) any liability for Federal,
state, local or other taxes owed or owing by the Company or such Note Guarantor,
(c) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities), (d) any Indebtedness or obligation of the Company
or such Note Guarantor (and any accrued and unpaid interest in respect thereof)
that by its terms is subordinate or junior in any respect to any other
Indebtedness or obligation of the Company or such Note Guarantor, including any
Senior Subordinated Indebtedness and any Subordinated Obligations, (e) any
obligations with respect to any Capital Stock or (f) any Indebtedness Incurred
in violation of this Indenture.

                  "Senior Subordinated Indebtedness" of the Company means the
Existing Notes, the Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari passu with the
Notes in right of payment and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of the Company which is not
Senior Indebtedness. "Senior Subordinated Indebtedness" of a





<PAGE>
                                                                              22


Note Guarantor means such Guarantor's Guarantee of the Existing Notes, such
Guarantor's Guarantee of the Notes and any other Indebtedness of such Guarantor
that specifically provides that such Indebtedness is to rank pari passu with the
Guarantees of the Notes in right of payment and is not subordinated by its terms
in right of payment to any Indebtedness or other obligation of such Guarantor
which is not Senior Indebtedness.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

                  "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the Closing Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement. "Subordinated Obligation" of a Note Guarantor has a correlative
meaning.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (a) such Person, (b) such Person
and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of
such Person.

                  "Temporary Cash Investments" means any of the following: (a)
any investment in direct obligations of the United States or any agency thereof
or obligations Guaranteed by the United States or any agency thereof, (b)
investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by a
bank or trust company that is organized under the laws of the United States, any
state thereof or any foreign country recognized by the United States having
capital, surplus and undivided profits aggregating in excess of $250,000,000 (or
the foreign currency equivalent thereof) and whose long-term debt is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act), (c) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (a) above entered
into with a bank meeting the qualifications described in clause (b) above, (d)
investments in commercial paper,





<PAGE>
                                                                              23


maturing not more than 90 days after the date of acquisition, issued by a
corporation (other than an Affiliate of the Company) organized and in existence
under the laws of the United States or any foreign country recognized by the
United States with a rating at the time as of which any investment therein is
made of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1"
(or higher) according to Standard and Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc. ("S&P"), and (e) investments in securities with
maturities of six months or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, or by
any political subdivision or taxing authority thereof, and rated at least "A" by
S&P or "A" by Moody's Investors Service, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15
U.S.C. Section 77aaa-77bbbb) as in effect on the Closing Date.

                  "Total Assets" means the total Consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company.

                  "Total Consolidated Indebtedness" means the aggregate amount
of all Indebtedness of the Company and its Restricted Subsidiaries, outstanding
as of the date of determination, determined on a Consolidated basis, after
giving effect to any Incurrence of Indebtedness and the application of the
proceeds therefrom giving rise to such determination.

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Subsidiary" means (a) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (b) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an





<PAGE>
                                                                              24


Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated; provided, however, that either (i) the
Subsidiary to be so designated has total Consolidated assets of $1,000 or less
or (ii) if such Subsidiary has Consolidated assets greater than $1,000, then
such designation would be permitted under Section 4.04. The Board of Directors
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that immediately after giving effect to such designation (1)
the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a)
and (2) no Default shall have occurred and be continuing. Any such designation
of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary by the
Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

                  "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States (including any agency or instrumentality thereof) for the payment
of which the full faith and credit of the United States is pledged and which are
not callable or redeemable at the issuer's option.

                  "Voting Stock" of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which (other than directors' qualifying shares)
is owned by the Company or another Wholly Owned Subsidiary.

                  SECTION 1.02. Other Definitions.

<Table>
<Caption>
                                                                                    Defined in
                                      Term                                           Section
                                                                                   ------------

<S>                                                                                <C>
"Affiliate Transaction" ........................................................           4.07(a)
"Bankruptcy Law" ...............................................................           6.01
"Blockage Notice" ..............................................................          10.03
"covenant defeasance option" ...................................................           8.01(b)
"Custodian" ....................................................................           6.01
"Event of Default" .............................................................           6.01
"Exchange Notes" ...............................................................       Preamble
</Table>



<PAGE>
                                                                              25


<Table>
<S>                                                                                <C>
"Exchange Offer Registration Statement" ........................................       Appendix
"Guarantee Blockage Notice" ....................................................          12.03
"Guarantee Payment Blockage Period" ............................................          12.03
"Initial Notes" ................................................................       Preamble
"Issue Date" ...................................................................       Appendix
"legal defeasance option" ......................................................           8.01(b)
"Legal Holiday" ................................................................          13.08
"Offer" ........................................................................           4.06(b)
"Offer Amount" .................................................................           4.06(c)(2)
"Offer Period" .................................................................           4.06(c)(2)
"Original Notes" ...............................................................       Preamble
"pay the Notes" ................................................................          10.03
"pay the Guarantees" ...........................................................          12.03
"Paying Agent" .................................................................           2.04
"Payment Blockage Period" ......................................................          10.03
"protected purchaser" ..........................................................           2.08
"Purchase Date" ................................................................           4.06(c)(i)
"Registered Exchange Offer": ...................................................       Appendix
"Registrar" ....................................................................           2.04
"Registered Exchange Offer" ....................................................       Appendix
"Registration Agreement" .......................................................       Appendix
"Shelf Registration Statement" .................................................       Appendix
"Successor Company" ............................................................           5.01(a)
</Table>



                  SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes and the Note
Guarantees.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company, the
Note Guarantors and any other obligor on the indenture securities.




<PAGE>
                                                                              26


                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

                  (7) the principal amount of any non-interest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP;

                  (8) the principal amount of any Preferred Stock shall be (i)
         the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with respect
         to such Preferred Stock, whichever is greater.




<PAGE>
                                                                              27


                                    ARTICLE 2

                                    The Notes

                  SECTION 2.01. Amount of Notes; Issuable in Series. The
aggregate principal amount of Notes which may be authenticated and delivered
under this Indenture shall not be limited. The Notes may be issued in one or
more series. THE TERMS OF EACH SERIES SHALL BE IDENTICAL, EXCEPT AS SET FORTH IN
THIS SECTION 2.01. All Notes of any one series shall be substantially identical
except as to denomination.

                  With respect to any Additional Notes issued after the Closing
Date (except for Notes authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07,
2.08, 2.09, 2.10 or 3.06 or the Appendix), there shall be (a) established in or
pursuant to a resolution of the Board of Directors of the Company and (b)(i) set
forth or determined in the manner provided in an Officers' Certificate or (ii)
established in one or more indentures supplemental hereto, prior to the issuance
of such Additional Notes:

                  (1) whether such Additional Notes shall be issued as part of a
         new or existing series of Notes and the title of such Additional Notes
         (which shall distinguish the Additional Notes of the series from Notes
         of any other series);

                  (2) the aggregate principal amount of such Additional Notes
         that may be authenticated and delivered under this Indenture on such
         Issue Date;

                  (3) the issue price and Issue Date of such Additional Notes,
         including the date from which interest on such Additional Notes shall
         accrue;

                  (4) if applicable, that such Additional Notes shall be
         issuable in whole or in part in the form of one or more Global Notes
         and, in such case, the respective depositaries for such Global Notes,
         the form of any legend or legends which shall be borne by such Global
         Notes in addition to or in lieu of those set forth in Exhibit A hereto
         and any circumstances in addition to or in lieu of those set forth in
         Section 2.3 of the Appendix in which any such Global Note may be
         exchanged in whole or in part for Additional Notes registered, or any
         transfer of such Global Note in whole or in part may be registered, in
         the name or names of Persons other than the depositary for such Global
         Note or a nominee thereof; and

                  (5) if applicable, that such Additional Notes shall not be
         issued in the form of Initial Notes as set forth in Exhibit A, but
         shall be issued in the form of Exchange Notes as set forth in Exhibit
         B.

                  If any of the terms of any Additional Notes are established by
action taken pursuant to resolutions of the Board of Directors of the Company, a
copy of an





<PAGE>
                                                                              28


appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Notes.

                  SECTION 2.02. Form and Dating. Provisions relating to the
Original Notes, the Additional Notes, the Private Exchange Notes and the
Exchange Notes are set forth in the Appendix, which is hereby incorporated in
and expressly made a part of this Indenture. The (a) Original Notes and the
Trustee's certificate of authentication, (b) Private Exchange Notes and the
Trustee's certificate of authentication and (c) any Additional Notes (if issued
as Transfer Restricted Notes) and the Trustee's certificate of authentication
shall each be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. Appropriate changes
may be made to the form of any Additional Note issued as a Transfer Restricted
Note in order to properly describe any related Registration Agreement. The
Exchange Notes and any Additional Notes issued other than as Transfer Restricted
Notes and the Trustee's certificate of authentication shall be substantially in
the form of Exhibit B hereto, which is hereby incorporated in and expressly made
a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company or any
Note Guarantor is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Note shall
be dated the date of its authentication. The Notes shall be issuable only in
registered form without interest coupons and only in denominations of $1,000 and
integral multiples thereof.

                  SECTION 2.03. Execution and Authentication. One Officer shall
sign the Notes for the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.

                  A Note shall not be valid until an authorized officer or
authorized signatory of the Trustee manually signs the certificate of
authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall authenticate and make available for delivery
Notes as set forth in the Appendix.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may





<PAGE>
                                                                              29


authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.

                  SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where Notes
may be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent, and the term "Registrar"
includes any co-registrars. The Company initially appoints the Trustee's
corporate trust office at 2001 Bryan Street, 9th Floor, Dallas, Texas 75201 as
(a) Registrar and Paying Agent in connection with the Notes and (b) the Notes
Custodian (as defined in the Appendix) with respect to the Global Notes (as
defined in the Appendix).

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

                  The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (a) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (b) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (a). The Registrar or Paying Agent may resign at any time
upon written notice to the Company and the Trustee.

                  SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal and interest on any Note, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of




<PAGE>
                                                                              30


principal of or interest on the Notes and shall notify the Trustee of any
default by the Company in making any such payment, and shall at any time during
the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or a Subsidiary of the Company acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying Agent.
Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

                  SECTION 2.06. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall furnish, or cause the Registrar to furnish, to the Trustee, in
writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Holders.

                  SECTION 2.07. Transfer and Exchange. The Notes shall be issued
in registered form and shall be transferable only upon the surrender of a Note
for registration of transfer and in compliance with the Appendix. When a Note is
presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements therefor are met.
When Notes are presented to the Registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Registrar shall make
the exchange as requested if same requirements are met. To permit registration
of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's request. The Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental charges
in connection with any transfer or exchange pursuant to this Section. The
Company shall not be required to make and the Registrar need not register
transfers or exchanges of Notes selected for redemption (except, in the case of
Notes to be redeemed in part, the portion thereof not to be redeemed) or any
Notes for a period of 15 days before a selection of Notes to be redeemed.

                  Prior to the due presentation for registration of transfer of
any Note, the Company, the Note Guarantors, the Trustee, the Paying Agent, and
the Registrar may deem and treat the Person in whose name a Note is registered
as the absolute owner of such Note for the purpose of receiving payment of
principal of and (subject to paragraph 2 of the Notes) interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note is overdue,
and none of the Company, any Note Guarantor, the Trustee, the Paying Agent, or
the Registrar shall be affected by notice to the contrary.





<PAGE>
                                                                              31


                  Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interest in such Global Note may
be effected only through a book-entry system maintained by (a) the Holder of
such Global Note (or its agent) or (b) any Holder of a beneficial interest in
such Global Note, and that ownership of a beneficial interest in such Global
Note shall be required to be reflected in a book entry.

                  All Notes issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Notes surrendered upon such
transfer or exchange.

                  SECTION 2.08. Replacement Notes. If a mutilated Note is
surrendered to the Registrar or if the Holder of a Note claims that the Note has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies
the Company or the Trustee within a reasonable time after he has notice of such
loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the
Company or the Trustee prior to the Note being acquired by a protected purchaser
as defined in Section 8-303 of the Uniform Commercial Code (a "protected
purchaser") and (c) satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Trustee to protect the Company,
the Trustee, the Paying Agent and the Registrar from any loss that any of them
may suffer if a Note is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Note. In the event any such mutilated,
lost, destroyed or wrongfully taken Note has become or is about to become due
and payable, the Company in its discretion may pay such Note instead of issuing
a new Note in replacement thereof.

                  Every replacement Note is an additional obligation of the
Company.

                  The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Notes.

                  SECTION 2.09. Outstanding Notes. Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancelation and those described in this Section as not
outstanding. Subject to Section 13.06, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

                  If a Note is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.




<PAGE>
                                                                              32


                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest and liquidated damages payable on
that date with respect to the Notes (or portions thereof) to be redeemed or
maturing, as the case may be, and the Paying Agent is not prohibited from paying
such money to the Holders of Notes on that date pursuant to the terms of this
Indenture, then on and after that date such Notes (or portions thereof) cease to
be outstanding and interest on them ceases to accrue.

                  SECTION 2.10. Temporary Notes. In the event that Definitive
Notes (as defined in the Appendix) are to be issued under the terms of this
Indenture, until such Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Notes and deliver them in exchange for temporary Notes upon surrender of such
temporary Notes at the office or agency of the Company, without charge to the
Holder.

                  SECTION 2.11. Cancelation. The Company at any time may deliver
Notes to the Trustee for cancelation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or cancelation
and shall dispose of canceled Notes in accordance with its customary procedures
or deliver canceled Notes to the Company pursuant to written direction by an
Officer. The Company may not issue new Notes to replace Notes it has redeemed,
paid or delivered to the Trustee for cancelation. The Trustee shall not
authenticate Notes in place of canceled Notes other than pursuant to the terms
of this Indenture.

                  SECTION 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, the Company shall pay the defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

                  SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing
the Notes may use "CUSIP" and/or "ISIN" numbers (if then generally in use) and,
if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers in notices of
redemption as a convenience to Holders; provided, however, that any such notice
may state that no





<PAGE>
                                                                              33


representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.


                                    ARTICLE 3

                                   Redemption

                  SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee
in writing of the redemption date and the principal amount of Notes to be
redeemed.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption shall comply with the conditions herein. Any such notice may be
canceled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

                  SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than
all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot or by a method that the Trustee in its sole
discretion shall deem to be fair and appropriate. The Trustee shall make the
selection from outstanding Notes not previously called for redemption. The
Trustee may select for redemption portions of the principal of Notes that have
denominations larger than $1,000. Notes and portions of them the Trustee selects
shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Company promptly of
the Notes or portions of Notes to be redeemed.

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Notes, the Company shall mail
a notice of redemption by first-class mail to each Holder of Notes to be
redeemed at such Holder's registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued interest to
the redemption date;



<PAGE>
                                                                              34



                  (c) the name and address of the Paying Agent;

                  (d) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (e) if fewer than all the outstanding Notes are to be
         redeemed, the certificate numbers and principal amounts of the
         particular Notes to be redeemed;

                  (f) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Notes (or
         portion thereof) called for redemption ceases to accrue on and after
         the redemption date;

                  (g) the CUSIP and/or ISIN number, if any, printed on the Notes
         being redeemed; and

                  (h) that no representation is made as to the correctness or
         accuracy of the CUSIP and/or ISIN number, if any, listed in such notice
         or printed on the Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price stated in
the notice, plus accrued interest and liquidated damages, if any, to the
redemption date; provided, however, that if the redemption date is after a
regular record date and on or prior to the interest payment date, the accrued
interest and liquidated damages, if any, shall be payable to the Holder of the
redeemed Notes registered on the relevant record date. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m.
on the redemption date, the Company shall deposit with the Paying Agent (or, if
the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of and accrued interest and
liquidated damages, if any, on all Notes to be redeemed on that date other than
Notes or portions of Notes called for redemption that have been delivered by the
Company to the Trustee for cancelation. On and after the redemption date,
interest shall cease to accrue on Notes or portions thereof called for
redemption so long as the Company has deposited with the Paying Agent funds




<PAGE>
                                                                              35


sufficient to pay the principal of, plus accrued and unpaid interest and
liquidated damages (if any) on, the Notes to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture.

                  SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

                                    ARTICLE 4

                                    Covenants

                  SECTION 4.01. Payment of Notes. The Company shall promptly pay
the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture.

                  The Company shall pay interest on overdue principal at the
rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  SECTION 4.02. SEC Reports. Notwithstanding that the Company
may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC, and provide the Trustee and
Holders and prospective Holders (upon request) within 15 days after it files
them with the SEC, copies of its annual report and the information, documents
and other reports that are specified in Section 13 and 15(d) of the Exchange
Act; provided, however, the Company shall not be so obligated to file such
reports with the SEC if the SEC does not permit such filing, in which event the
Company shall make available such information to the Trustee, Holders and
prospective Holders (upon request) within 15 days after the time the Company
would be required to file such information with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
other provisions of TIA Section 314(a).

                  SECTION 4.03. Limitation on Indebtedness. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company or any Note
Guarantor may Incur Indebtedness if on the date of such Incurrence and after
giving effect thereto, the Leverage Ratio would be less than 6.25:1.




<PAGE>
                                                                              36


                  (b) Notwithstanding Section 4.03(a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

                  (i) Bank Indebtedness Incurred in an aggregate principal
         amount not to exceed $650.0 million at any one time outstanding less
         the aggregate amount of all mandatory prepayments, repayments,
         redemptions or purchases of principal of such Indebtedness made
         pursuant to Section 4.06;

                  (ii) Indebtedness of the Company owed to and held by any
         Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed
         to and held by the Company or any Restricted Subsidiary; provided,
         however, that (1) any subsequent issuance or transfer of any Capital
         Stock or any other event that results in any such Restricted Subsidiary
         ceasing to be a Restricted Subsidiary or any subsequent transfer of any
         such Indebtedness (except to the Company or a Restricted Subsidiary)
         shall be deemed, in each case, to constitute the Incurrence of such
         Indebtedness by the issuer thereof, (2) if the Company is the obligor
         on such Indebtedness, such Indebtedness is expressly subordinated to
         the prior payment in full in cash of all obligations with respect to
         the Notes, (3) if a Restricted Subsidiary is the obligor, any such
         Indebtedness is made pursuant to an intercompany note and (4) if a Note
         Guarantor is the obligor, such Indebtedness is subordinated in right of
         payment to the Note Guarantee of such Note Guarantor;

                  (iii) Indebtedness (1) represented by the Notes (not including
         any Additional Notes) and the Note Guarantees, (2) outstanding on the
         Closing Date (other than the Indebtedness described in clauses (i) and
         (ii) above), (3) consisting of Refinancing Indebtedness Incurred in
         respect of any Indebtedness described in this clause (iii) (including
         Refinancing Indebtedness) or Section 4.03(a) and (4) consisting of
         Guarantees by the Company or any Note Guarantor of any Indebtedness
         permitted hereunder; provided that if such Indebtedness is by its
         express terms subordinated in right of payment to the Notes or a Note
         Guarantee of a Note Guarantor, as applicable, any such Guarantee with
         respect to such Indebtedness shall be subordinated in right of payment
         to the Notes or such Note Guarantor's Note Guarantee substantially to
         the same extent as such Indebtedness is subordinated to the Notes or
         the Note Guarantee, as applicable;

                  (iv) (1) Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Restricted Subsidiary
         was acquired by the Company (other than Indebtedness Incurred as
         consideration in, or to provide all or any portion of the funds or
         credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Restricted Subsidiary
         became a Subsidiary of or was otherwise acquired by the Company);
         provided, however, that on the date that such Restricted Subsidiary is
         acquired by





<PAGE>
                                                                              37


         the Company, the Company would have been able to Incur $1.00 of
         additional Indebtedness pursuant to Section 4.03(a) after giving effect
         to the Incurrence of such Indebtedness pursuant to this clause (iv) and
         (2) Refinancing Indebtedness Incurred by a Restricted Subsidiary in
         respect of Indebtedness Incurred by such Restricted Subsidiary pursuant
         to this clause (iv);

                  (v) Indebtedness (including Capitalized Lease Obligations)
         Incurred by the Company or any Note Guarantor, to finance the purchase,
         lease or improvement of property (real or personal) or equipment
         (whether through the direct purchase of assets or the Capital Stock of
         any Person owning such assets) in an aggregate principal amount which,
         when aggregated with the principal amount of all other Indebtedness
         then outstanding and Incurred pursuant to this clause (v) and including
         all Refinancing Indebtedness incurred to refund, refinance or replace
         any other Indebtedness Incurred pursuant to this clause (v) does not
         exceed 2% of Total Assets;

                  (vi) Indebtedness incurred by the Company or any of its
         Restricted Subsidiaries constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including letters of credit in respect of workers' compensation claims
         or self-insurance, or other Indebtedness with respect to reimbursement
         type obligations regarding workers' compensation claims; provided,
         however, that upon the drawing of such letters of credit or the
         Incurrence of such Indebtedness, such obligations are reimbursed within
         30 days following such drawing or Incurrence;

                  (vii) Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, Incurred or
         assumed in connection with the disposition of any business, assets or a
         Subsidiary of the Company in accordance with the terms of this
         Indenture, other than Guarantees of Indebtedness incurred by any Person
         acquiring all or any portion of such business, assets or a Subsidiary
         of the Company for the purpose of financing such acquisition; provided,
         however, that (1) such Indebtedness is not reflected on the balance
         sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote to financial statements and not
         otherwise reflected on the balance sheet shall not be deemed to be
         reflected on such balance sheet for purposes of this clause (1)) and
         (2) the maximum assumable liability in respect of all such Indebtedness
         shall at no time exceed the gross proceeds including the Fair Market
         Value of noncash proceeds (such Fair Market Value of such noncash
         proceeds being measured at the time received and without giving effect
         to any subsequent changes in value) actually received by the Company
         and its Restricted Subsidiaries in connection with such disposition;




<PAGE>
                                                                              38


                  (viii) Hedging Obligations that are Incurred in the ordinary
         course of business (but in any event excluding Hedging Obligations
         entered into for speculative purposes); provided, however, that such
         Hedging Obligations do not increase the Indebtedness of the Company
         outstanding at any time other than as a result of fluctuations in
         interest rates or currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

                  (ix) Obligations in respect of performance and surety bonds
         and completion guarantees that are Incurred by the Company or any
         Restricted Subsidiary in the ordinary course of business;

                  (x) Indebtedness arising from honoring by a bank or other
         financial institution of a check, draft or similar instrument (except
         in the case of daylight overdrafts) drawn against insufficient funds in
         the ordinary course of business; provided, however, that such
         Indebtedness is extinguished within five Business Days; and

                  (xi) Indebtedness (other than Indebtedness permitted to be
         Incurred pursuant to Section 4.03(a) or any other clause of this
         Section 4.03(b)) in an aggregate principal amount on the date of
         Incurrence that, when added to all other Indebtedness Incurred pursuant
         to this clause (xi) and then outstanding, shall not exceed $45.0
         million (it being understood that any Indebtedness incurred pursuant to
         this clause (xi) shall cease to be deemed to be Incurred or outstanding
         for purposes hereof but shall be deemed Incurred for purposes of
         Section 4.03(a) from and after the first date on which the Company
         could have Incurred such Indebtedness under Section 4.03(a) without
         reliance on this clause (xi)).

                  (c) Notwithstanding the foregoing, the Company shall not Incur
any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are
used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund
or refinance any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Notes to at least the same extent as such Subordinated
Obligations. The Company shall not Incur any Indebtedness if such Indebtedness
is subordinate or junior in ranking in any respect to any Senior Indebtedness
unless such Indebtedness is Senior Subordinated Indebtedness or is expressly
subordinated in right of payment to Senior Subordinated Indebtedness. In
addition, the Company shall not Incur any Secured Indebtedness which is not
Senior Indebtedness unless contemporaneously therewith effective provision is
made to secure the Notes equally and ratably with (or on a senior basis to, in
the case of Indebtedness subordinated in right of payment to the Notes) such
Secured Indebtedness for so long as such Secured Indebtedness is secured by a
Lien. A Note Guarantor shall not Incur any Indebtedness if such Indebtedness is
by its terms expressly subordinate or junior in ranking in any respect to any
Senior Indebtedness of such Note Guarantor unless such Indebtedness is Senior
Subordinated Indebtedness of such Note Guarantor or is expressly






<PAGE>
                                                                              39


subordinated in right of payment to Senior Subordinated Indebtedness of such
Note Guarantor. In addition, a Note Guarantor shall not Incur any Secured
Indebtedness that is not Senior Indebtedness of such Note Guarantor unless
contemporaneously therewith effective provision is made to secure the Note
Guarantee of such Note Guarantor equally and ratably with (or on a senior basis
to, in the case of Indebtedness subordinated in right of payment to such Note
Guarantee) such Secured Indebtedness for as long as such Secured Indebtedness is
secured by a Lien.

                  (d) Notwithstanding any other provision of this Section 4.03,
the maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may Incur pursuant to this Section shall not be deemed to be exceeded solely as
a result of fluctuations in the exchange rates of currencies. For purposes of
determining the outstanding principal amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to
the Credit Agreement prior to or on the Closing Date shall be treated as
Incurred pursuant to Section 4.03(b)(i), (ii) Indebtedness permitted by this
Section 4.03 need not be permitted solely by reference to one provision
permitting such Indebtedness but may be permitted in part by one such provision
and in part by one or more other provisions of this Section permitting such
Indebtedness and (iii) in the event that Indebtedness meets the criteria of more
than one of the types of Indebtedness described in this Section, the Company, in
its sole discretion, shall classify such Indebtedness and only be required to
include the amount of such Indebtedness in one of such clauses.

                  SECTION 4.04. Limitation on Restricted Payments. (a) The
Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in
respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving the Company) or similar payment to the direct
or indirect holders of its Capital Stock except dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and except
dividends or distributions payable to the Company or another Restricted
Subsidiary (and, if such Restricted Subsidiary has shareholders other than the
Company or other Restricted Subsidiaries, to its other shareholders on a pro
rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any
Capital Stock of Holdings, the Company or any Restricted Subsidiary held by
Persons other than the Company or another Restricted Subsidiary, (iii) purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition and other than Indebtedness
described in Section 4.03(b)(ii)) or (iv) make any Investment (other than a
Permitted Investment) in any Person (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Investment
being herein referred to as a






<PAGE>
                                                                              40


"Restricted Payment") if at the time the Company or such Restricted Subsidiary
makes such Restricted Payment:

                  (1) a Default shall have occurred and be continuing (or would
         result therefrom);

                  (2) the Company could not Incur at least $1.00 of additional
         Indebtedness under Section 4.03(a); or

                  (3) the aggregate amount of such Restricted Payment and all
         other Restricted Payments (including, if the amount so expended is
         other than in cash, the Fair Market Value of such Restricted Payments)
         declared or made subsequent to the Closing Date would exceed the sum
         of, without duplication:

                           (A) (x) $54.4 million plus (y) 100% of EBITDA accrued
                  during the period (treated as one accounting period) from
                  December 24, 2002 to the end of the most recent fiscal quarter
                  ending prior to the date of such Restricted Payment for which
                  financial statements are available (or, in case such EBITDA
                  during such period is a deficit minus 100% of such deficit),
                  minus (z) 140% of Consolidated Interest Expense accrued during
                  the period (treated as one accounting period) from December
                  24, 2002 to the end of the most recent fiscal quarter ending
                  prior to the date of such Restricted Payment for which
                  financial statements are available;

                           (B) the aggregate Net Cash Proceeds and the Fair
                  Market Value of property or assets used or useful in a
                  Permitted Business, in each case received by the Company from
                  capital contributions or the issue or sale of its Capital
                  Stock (other than Disqualified Stock) on or subsequent to the
                  Closing Date (other than an issuance or sale to (x) a
                  Subsidiary of the Company or (y) an employee stock ownership
                  plan or other trust established by the Company or any of its
                  Subsidiaries to the extent such sale is financed by loans from
                  or from Indebtedness Guaranteed by the Company unless such
                  loans or Indebtedness have been repaid with cash on or prior
                  to the date of determination);

                           (C) the amount by which Indebtedness of the Company
                  or its Restricted Subsidiaries is reduced on the Company's
                  balance sheet upon the conversion or exchange (other than by a
                  Subsidiary of the Company) subsequent to the Closing Date of
                  any Indebtedness of the Company or its Restricted Subsidiaries
                  issued after the Closing Date which is convertible or
                  exchangeable for Capital Stock (other than Disqualified Stock)
                  of the Company (less the amount of any cash or the Fair Market
                  Value of other property distributed by the Company or any
                  Restricted Subsidiary upon such conversion or exchange);

<PAGE>
                                                                              41


                           (D) 100% of the aggregate amount received in cash
                  from (x) the sale or other disposition (other than to the
                  Company or a Restricted Subsidiary) of Investments (other than
                  Permitted Investments) ("Restricted Investments") made by the
                  Company and its Restricted Subsidiaries after the Closing Date
                  and from repurchases and redemptions after the Closing Date of
                  such Restricted Investments from the Company and its
                  Restricted Subsidiaries by any Person (other than the Company
                  or any of its Subsidiaries or Affiliates) and from repayments
                  of loans or advances after the Closing Date which constituted
                  Restricted Investments or (y) the sale (other than to the
                  Company or a Subsidiary or an Affiliate) after the Closing
                  Date of the Capital Stock of an Unrestricted Subsidiary, in an
                  amount not to exceed, in the case of any Unrestricted
                  Subsidiary, the amount of Investments previously made by the
                  Company or any Restricted Subsidiary in such Unrestricted
                  Subsidiary, which amount was included in the calculation of
                  the amount of Restricted Payments; provided, however, that no
                  amount will be included in this clause (D) to the extent it is
                  already included in Consolidated Net Income; and

                           (E) the amount equal to the net reduction in
                  Investments in Unrestricted Subsidiaries since the Closing
                  Date resulting from (x) payments of dividends, repayments of
                  the principal of loans or advances or other transfers of
                  assets to the Company or any Restricted Subsidiary from
                  Unrestricted Subsidiaries or (y) the redesignation of
                  Unrestricted Subsidiaries as Restricted Subsidiaries (valued
                  in each case as provided in the definition of "Investment")
                  not to exceed, in the case of any Unrestricted Subsidiary, the
                  amount of Investments previously made by the Company or any
                  Restricted Subsidiary in such Unrestricted Subsidiary, which
                  amount was included in the calculation of the amount of
                  Restricted Payments; provided, however, that no amount will be
                  included in this clause (E) to the extent it is already
                  included in Consolidated Net Income.

                  (b)  The provisions of Section 4.04(a) shall not prohibit:

                  (i) any purchase, repurchase, retirement or other acquisition
         or retirement for value of Capital Stock or Subordinated Obligations of
         the Company made by exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock and other than Capital Stock issued or sold to
         a Subsidiary of the Company or an employee stock ownership plan or
         other trust established by the Company or any of its Subsidiaries to
         the





<PAGE>
                                                                              42


         extent such sale is financed by loans from or from Indebtedness
         guaranteed by the Company unless such loans or Indebtedness have been
         repaid with cash on or prior to the date of determination); provided,
         however, that (1) such Restricted Payment shall be excluded in
         subsequent calculations of the amount of Restricted Payments and (2)
         the Net Cash Proceeds from such sale applied in the manner set forth in
         this clause (i) shall be excluded from the calculation of amounts under
         of Section 4.04(a)(iv)(3)(B);

                  (ii) any purchase, repurchase, redemption, defeasance or other
         acquisition or retirement for value of Subordinated Obligations of the
         Company made by exchange for, or out of the proceeds of the
         substantially concurrent sale of, Indebtedness of the Company that is
         permitted to be Incurred pursuant to Section 4.03; provided, however,
         that such purchase, repurchase, redemption, defeasance or other
         acquisition or retirement for value shall be excluded in subsequent
         calculations of the amount of Restricted Payments;

                  (iii) any purchase or redemption of Subordinated Obligations
         from Net Available Cash to the extent permitted by Section 4.06;
         provided, however, that such purchase or redemption shall be excluded
         in subsequent calculations of the amount of Restricted Payments;

                  (iv) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.04; provided, however, that such
         dividend shall be included in subsequent calculations of the amount of
         Restricted Payments;

                  (v) the repurchase or other acquisition of shares of, or
         options to purchase shares of, Capital Stock of the Company or any of
         its Subsidiaries from employees, former employees, directors or former
         directors of the Company or any of its Subsidiaries (or permitted
         transferees of such employees, former employees, directors or former
         directors), pursuant to the terms of the agreements (including
         employment agreements) or plans (or amendments thereto) approved by the
         Board of Directors under which such individuals purchase or sell or are
         granted the option to purchase or sell, shares of such common stock;
         provided, however, that the aggregate amount of such repurchases or
         acquisitions in any fiscal year of the Company after the Closing Date
         shall not exceed, together with the aggregate amount of all payments
         made under Section 4.04(b)(vi)(3) during such fiscal year, in the
         aggregate $5.0 million (with unused amounts in any fiscal year being
         carried over to succeeding fiscal years, subject to a maximum of $10.0
         million in any one fiscal year), up to a maximum aggregate amount,
         together with the aggregate amount of all payments made under Section
         4.04(b)(vi)(3), of $25.0 million during the period from and after the
         Closing Date; provided further,





<PAGE>
                                                                              43


         however, that such repurchases and other acquisitions shall be included
         in subsequent calculations of the amount of Restricted Payments; or

                  (vi) the payment of dividends, other distributions or other
         amounts by the Company for the purposes set forth in clauses (1)
         through (4) below; provided, however, that such dividend, distribution
         or amount set forth in clauses (1) through (4) shall be included in
         subsequent calculations of the amount of Restricted Payments for the
         purposes of Section 4.04(a):

                           (1) to Holdings in amounts equal to the amounts
                  required for Holdings to pay franchise taxes and other fees
                  required to maintain its corporate existence and provide for
                  other operating costs of up to $2.0 million per fiscal year;

                           (2) to Holdings in amounts equal to amounts required
                  for Holdings to pay federal, state and local income taxes to
                  the extent such income taxes are attributable to the income of
                  the Company and its Restricted Subsidiaries (and, to the
                  extent of amounts actually received from its Unrestricted
                  Subsidiaries, in amounts required to pay such taxes to the
                  extent attributable to the income of such Unrestricted
                  Subsidiaries);

                           (3) to Holdings in amounts equal to amounts expended
                  by Holdings to repurchase Capital Stock of Holdings owned by
                  former employees of the Company or its Subsidiaries or their
                  assigns, estates and heirs; provided, however, that the
                  aggregate amount paid, loaned or advanced to Holdings pursuant
                  to this clause (3) in any fiscal year of the Company after the
                  Closing Date shall not exceed, together with the aggregate
                  amount of all payments made pursuant to Section 4.04 (b)(v)
                  during such fiscal year, in the aggregate, $5.0 million (with
                  unused amounts in any fiscal year being carried over to
                  succeeding fiscal years, subject to a maximum of $10.0 million
                  in any one fiscal year), up to a maximum aggregate amount,
                  together with the aggregate amount of all payments made under
                  Section 4.04(b)(v), of $25.0 million during the period from
                  and after the Closing Date, plus any amounts contributed by
                  Holdings to the Company as a result of resales of such
                  repurchased shares of Capital Stock; and

                           (4) to Holdings in amounts required to pay the annual
                  monitoring fee to Evercore; provided, however, that the
                  aggregate amount paid, loaned or delivered to Holdings
                  pursuant to this clause (4) shall not, in the aggregate,
                  exceed $750,000 per fiscal year;




<PAGE>
                                                                              44


                  (vii) the payment of dividends on the Company's common stock
         (or the payment of dividends to Holdings to fund the payment by
         Holdings of dividends on Holdings' common stock) following the first
         public offering of common stock of the Company or Holdings, as the case
         may be, after the Closing Date of up to 6% per annum of the net
         proceeds received by the Company or contributed to the Company by
         Holdings from such public offering; provided, however, that (1) the
         aggregate amount of all such dividends shall not exceed the aggregate
         amount of net proceeds received by the Company or contributed to the
         Company by Holdings from such public offering, (2) at the time of, and
         after giving effect to, any payment permitted under this clause (vii),
         no Default or Event of Default shall have occurred and be continuing or
         would occur as a consequence thereof and (3) any such payment shall be
         included in subsequent calculations of the amount of Restricted
         Payments;

                  (viii) the declaration and payment of dividends or
         distributions to holders of any class or series of Disqualified Stock
         of the Company or any of its Restricted Subsidiaries issued or Incurred
         in accordance with Section 4.03; provided, however, that such payments
         shall be excluded in subsequent calculations of the amount of
         Restricted Payments; or

                  (ix) other Restricted Payments in an aggregate amount not to
         exceed $35.0 million since the Closing Date; provided, however, that at
         the time of, and after giving effect to, any payment permitted under
         this clause (ix), no Default or Event of Default shall have occurred
         and be continuing or would occur as a consequence thereof; and provided
         further that any such payment shall be included in subsequent
         calculations of the amount of Restricted Payments.

                  SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any of its Restricted Subsidiaries, (b) make any loans or advances to
the Company or any of its Restricted Subsidiaries or (c) transfer any of its
property or assets to the Company or any of its Restricted Subsidiaries, except:

                  (i) any encumbrance or restriction pursuant to applicable law
         or an agreement in effect at or entered into on the Closing Date;

                  (ii) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement relating to any
         Indebtedness Incurred by such Restricted Subsidiary prior to the date
         on which such Restricted Subsidiary was acquired by





<PAGE>
                                                                              45


         the Company (other than Indebtedness Incurred as consideration in, in
         contemplation of, or to provide all or any portion of the funds or
         credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Restricted Subsidiary
         became a Restricted Subsidiary or was otherwise acquired by the
         Company) and outstanding on such date;

                  (iii) any encumbrance or restriction pursuant to an agreement
         effecting a Refinancing of Indebtedness Incurred pursuant to an
         agreement referred to in clause (i) or (ii) of this Section 4.05 or
         this clause (iii) or contained in any amendment to an agreement
         referred to in clause (i) or (ii) of this Section 4.05 or this clause
         (iii); provided, however, that the encumbrances and restrictions
         contained in any such Refinancing agreement or amendment are no less
         favorable, in the aggregate, to the Holders than the encumbrances and
         restrictions contained in such predecessor agreements;

                  (iv) in the case of clause (c), any encumbrance or restriction
         (1) that restricts in a customary manner the subletting, assignment or
         transfer of any property or asset that is subject to a lease, license
         or similar contract or (2) contained in security agreements securing
         Indebtedness of a Restricted Subsidiary to the extent such encumbrance
         or restriction restricts the transfer of the property subject to such
         security agreements;

                  (v) with respect to a Restricted Subsidiary, any restriction
         imposed pursuant to an agreement entered into for the sale or
         disposition of all or substantially all the Capital Stock or assets of
         such Restricted Subsidiary pending the closing of such sale or
         disposition; and

                  (vi) in the case of clause (c), any encumbrance or restriction
         pursuant to any agreement relating to Purchase Money Indebtedness that
         is Incurred subsequent to the Closing Date in compliance with Section
         4.03.

                  SECTION 4.06. Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, make any Asset Disposition unless (i) the Company or such Restricted
Subsidiary receives consideration (including by way of relief from, or by any
other Person assuming sole responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the Fair
Market Value of the shares and assets subject to such Asset Disposition, (ii) at
least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or Temporary Cash Investments;
provided that the amount of (1) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or in the notes thereto)
of the Company or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Notes), that are assumed by the transferee of
any such assets (provided that the






<PAGE>
                                                                              46


Company or such Restricted Subsidiary is released from all liability with
respect thereto), (2) any securities received by the Company or such Restricted
Subsidiary from such transferee that are converted by the Company or such
Restricted Subsidiary into cash (to the extent of the cash received) within 90
days following the closing of such Asset Disposition and (3) any Designated
Noncash Consideration received by the Company or any of its Restricted
Subsidiaries in such Asset Disposition having an aggregate Fair Market Value,
taken together with all other Designated Noncash Consideration received pursuant
to this clause (3) that is at that time outstanding, not to exceed the greater
of (A) $25.0 million or (B) 3% of Total Assets at time of receipt of such
Designated Noncash Consideration (with the Fair Market Value of each item of
Designated Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value), shall be deemed to be cash for
purposes of this provision and for no other purpose; and (iii) an amount equal
to 100% of the Net Available Cash from such Asset Disposition is applied by the
Company (or such Restricted Subsidiary, as the case may be) (1) first, (A) to
the extent the Company elects (or is required by the terms of any Indebtedness),
to prepay, repay, redeem or purchase Senior Indebtedness of the Company or
Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in
each case other than Indebtedness owed to the Company or an Affiliate of the
Company and other than Preferred Stock) or (B) to the extent the Company or such
Restricted Subsidiary elects, to acquire Additional Assets (including by means
of an Investment in Additional Assets by a Restricted Subsidiary with Net
Available Cash received by the Company or another Restricted Subsidiary), in the
case of each of clauses (A) and (B), within one year after the later of the date
of such Asset Disposition or the receipt of such Net Available Cash; (2) second,
to the extent of the balance of such Net Available Cash after application in
accordance with clause (1), to make an Offer to purchase the Notes pursuant to
and subject to the conditions of Section 4.06(b); provided, however, that if the
Company elects (or is required by the terms of any Senior Subordinated
Indebtedness), such Offer may be made ratably to purchase the Notes and other
Senior Subordinated Indebtedness of the Company; and (3) third, to the extent of
the balance of such Net Available Cash after application in accordance with
clauses (1) and (2), for any general corporate purpose permitted pursuant to the
terms of this Indenture; provided, however that in connection with any
prepayment, repayment or purchase of Indebtedness pursuant to clause (1) (A) or
(2) above, the Company or such Restricted Subsidiary shall retire such
Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased. Notwithstanding the foregoing provisions of this Section
4.06, the Company and the Restricted Subsidiaries shall not be required to apply
any Net Available Cash in accordance with this Section 4.06(a) except to the
extent that the aggregate Net Available Cash from all Asset Dispositions that is
not applied in accordance with this Section 4.06 (a) exceeds $5.0 million.

                  (b) In the event of an Asset Disposition that requires the
purchase of Notes (and other Senior Subordinated Indebtedness) pursuant to
Section 4.06(a)(iii)(2),





<PAGE>
                                                                              47


the Company shall be required to purchase Notes (and other Senior Subordinated
Indebtedness) tendered pursuant to an offer by the Company for the Notes (and
other Senior Subordinated Indebtedness) (the "Offer") at a purchase price of
100% of their principal amount plus accrued and unpaid interest and liquidated
damages, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) in accordance with the procedures (including prorating in
the event of oversubscription) set forth in Section 4.06(c). If the aggregate
purchase price of Notes (and other Senior Subordinated Indebtedness) tendered
pursuant to the Offer is less than the Net Available Cash allotted to the
purchase of the Notes (and other Senior Subordinated Indebtedness), the Company
may apply the remaining Net Available Cash for any general corporate purpose
permitted pursuant to the terms of this Indenture. The Company shall not be
required to make an Offer for Notes (and other Senior Subordinated Indebtedness)
pursuant to this Section 4.06 if the Net Available Cash available therefor
(after application of the proceeds as provided in Section 4.06(a)(iii)(1)) is
less than $10.0 million for any particular Asset Disposition (which lesser
amount shall be carried forward for purposes of determining whether an Offer is
required with respect to the Net Available Cash from any subsequent Asset
Disposition).

                  (c) (i) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Notes purchased by the
Company either in whole or in part (subject to prorating as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price. The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the "Purchase Date") and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum shall
include (1) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form
8-K of the Company filed subsequent to such Quarterly Report, other than Current
Reports describing Asset Dispositions otherwise described in the offering
materials (or corresponding successor reports), (2) a description of material
developments in the Company's business subsequent to the date of the latest of
such reports, and (3) if material, appropriate pro forma financial information)
and all instructions and materials necessary to tender Notes pursuant to the
Offer, together with the address referred to in clause (iii).

                  (ii) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (1) the amount of the Offer (the
"Offer Amount"), (2) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such






<PAGE>
                                                                              48


Offer is being made and (3) the compliance of such allocation with the
provisions of Section 4.06(a). On such date, the Company shall also irrevocably
deposit with the Trustee or with a paying agent (or, if the Company is acting as
its own paying agent, segregate and hold in trust) an amount equal to the Offer
Amount to be invested in Temporary Cash Investments and to be held for payment
in accordance with the provisions of this Section. Upon the expiration of the
period for which the Offer remains open (the "Offer Period"), the Company shall
deliver to the Trustee for cancelation the Notes or portions thereof that have
been properly tendered to and are to be accepted by the Company. The Trustee (or
the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or
deliver payment to each tendering Holder in the amount of the purchase price. In
the event that the Offer Amount delivered by the Company to the Trustee is
greater than the purchase price of the Notes (and other Senior Subordinated
Indebtedness) tendered, the Trustee shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.06.

                  (iii) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note which was
delivered by the Holder for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased. If at the expiration of
the Offer Period the aggregate principal amount of Notes and any other Senior
Subordinated Indebtedness included in the Offer surrendered by holders thereof
exceeds the Offer Amount, the Company shall select the Notes and other Senior
Subordinated Indebtedness to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes and
other Senior Subordinated Indebtedness in denominations of $1,000, or integral
multiples thereof, shall be purchased). Holders whose Notes are purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered.

                  (iv) At the time the Company delivers Notes to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Notes are to be accepted by the Company
pursuant to and in accordance with the terms of this Section. A Note shall be
deemed to have been accepted for purchase at the time the Trustee, directly or
through an agent, mails or delivers payment therefor to the surrendering Holder.

                  (d) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of






<PAGE>
                                                                              49


this Section, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section by virtue thereof.

                  SECTION 4.07. Limitation on Transactions with Affiliates. (a)
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into or conduct any transaction or series of
related transactions (including, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an
"Affiliate Transaction") unless such Affiliate Transaction is on terms (i) that
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate, (ii) that, in
the event such Affiliate Transaction involves an aggregate amount in excess of
$2.0 million, (1) are set forth in writing and (2) have been approved by a
majority of the members of the Board of Directors having no personal stake in
such Affiliate Transaction and (iii) that, in the event such Affiliate
Transaction involves an amount in excess of $10.0 million, have been determined
in writing by a nationally recognized appraisal or investment banking firm to be
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or not materially less favorable than those that might reasonably
have been obtained in an arm's-length transaction.

                  (b) The provisions of Section 4.07(a) shall not prohibit (i)
any Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors, (iii) the
grant of stock options or similar rights to employees and directors of the
Company pursuant to plans approved by the Board of Directors, (iv) loans or
advances to employees of the Company or any of its Restricted Subsidiaries in
the ordinary course of business not in excess of $5.0 million in the aggregate
outstanding at any one time, (v) the payment of reasonable fees to directors of
the Company and its Subsidiaries who are not employees of the Company or its
Subsidiaries, or (vi) any transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries.

                  SECTION 4.08. Change of Control. (a) Upon a Change of Control,
each Holder shall have the right to require the Company to repurchase all or any
part of such Holder's Notes at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section
4.08(b); provided, however, that notwithstanding the occurrence of a Change of
Control, the Company shall not be obligated to purchase the Notes pursuant to
this Section 4.08 in the event that it has exercised its right to redeem all the
Notes under





<PAGE>
                                                                              50


paragraph 5 of the Notes. In the event that at the time of such Change of
Control the terms of the Bank Indebtedness restrict or prohibit the repurchase
of Notes pursuant to this Section 4.08, then prior to the mailing of the notice
to Holders provided for in Section 4.08(b) below but in any event within 30 days
following any Change of Control, the Company shall (i) repay in full all Bank
Indebtedness or offer to repay in full all Bank Indebtedness and repay the Bank
Indebtedness of each lender who has accepted such offer or (ii) obtain the
requisite consent under the agreements governing the Bank Indebtedness to permit
the repurchase of the Notes as provided for in Section 4.08(b).

                  (b) Within 30 days following any Change of Control (except as
provided in the proviso to the first sentence of Section 4.08(a)), the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

                  (i) that a Change of Control has occurred and that such Holder
         has the right to require the Company to purchase all or a portion of
         such Holder's Notes at a purchase price in cash equal to 101% of the
         principal amount thereof, plus accrued and unpaid interest and
         liquidated damages, if any, to the date of purchase (subject to the
         right of Holders of record on the relevant record date to receive
         interest due on the relevant interest payment date);

                  (ii) the circumstances and relevant facts and financial
         information regarding such Change of Control;

                  (iii) the repurchase date (which shall be no earlier than 30
         days nor later than 60 days from the date such notice is mailed); and

                  (iv) the instructions determined by the Company, consistent
         with this Section, that a Holder must follow in order to have its Notes
         purchased.

                  (c) Holders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Note purchased. Holders whose Notes are
purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered.

                  (d) On the purchase date, all Notes purchased by the Company
under this Section shall be delivered to the Trustee for cancelation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto.




<PAGE>
                                                                              51


                  (e) Notwithstanding the foregoing provisions of this Section,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in Section 4.08(b) applicable to a Change of Control Offer made by the Company
and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

                  (f) At the time the Company delivers Notes to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Notes are to be accepted by the Company
pursuant to and in accordance with the terms of this Section 4.08. A Note shall
be deemed to have been accepted for purchase at the time the Trustee, directly
or through an agent, mails or delivers payment therefor to the surrendering
Holder.

                  (g) Prior to any Change of Control Offer, the Company shall
deliver to the Trustee an Officers' Certificate stating that all conditions
precedent contained herein to the right of the Company to make such offer have
been complied with.

                  (h) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

                  SECTION 4.09. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with Section 314(a)(4) of
the TIA.

                  SECTION 4.10. Further Instruments and Acts. Upon request of
the Trustee, the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 4.11. Future Note Guarantors. The Company shall cause
each Domestic Subsidiary organized or acquired after the date hereof to become a
Note





<PAGE>
                                                                              52


Guarantor, and, execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit C pursuant to which such Domestic
Subsidiary shall Guarantee payment of the Notes.

                  SECTION 4.12. Limitation on Lines of Business. The Company
shall not, and shall not permit any Restricted Subsidiary to, engage in any
business, other than a Permitted Business.

                  SECTION 4.13. Limitation on the Sale or Issuance of Capital
Stock of Restricted Subsidiaries. The Company shall not sell or otherwise
dispose of any shares of Capital Stock of a Restricted Subsidiary, and shall not
permit any Restricted Subsidiary, directly or indirectly, to issue or sell or
otherwise dispose of any shares of its Capital Stock except: (a) to the Company
or a Restricted Subsidiary; or (b) if, immediately after giving effect to such
issuance or sale, such Restricted Subsidiary would continue to be a Restricted
Subsidiary or if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would no longer be a Restricted Subsidiary and the
Investment of the Company in such Person after giving effect to such issuance or
sale would have been permitted to be made under Section 4.04 if made on the date
of such issuance or sale (and such Investment shall be deemed to be an
Investment made for the purpose of Section 4.04). The proceeds of any sale of
such Capital Stock permitted hereby shall be treated as Net Available Cash from
an Asset Disposition and shall be applied in accordance with Section 4.06.



                                    ARTICLE 5

                                Successor Company

                  SECTION 5.01. (a) When Company May Merge or Transfer Assets.
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:

                  (i) the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation organized and existing
         under the laws of the United States, any State thereof or the District
         of Columbia and the Successor Company (if not the Company) shall
         expressly assume, by a supplemental indenture hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Notes and this Indenture;

                  (ii) immediately after giving effect to such transaction (and
         treating any Indebtedness which becomes an obligation of the Successor
         Company or any Restricted Subsidiary as a result of such transaction as
         having been Incurred by





<PAGE>
                                                                              53


         the Successor Company or such Restricted Subsidiary at the time of such
         transaction), no Default shall have occurred and be continuing;

                  (iii) immediately after giving effect to such transaction, the
         Successor Company would be able to Incur an additional $1.00 of
         Indebtedness pursuant to Section 4.03(a); and

                (iv) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture (if
         any) comply with this Indenture.

         The Successor Company shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer or lease of all or
substantially all its assets shall not be released from the obligation to pay
the principal of and interest on the Notes.

                  (b) The Company shall not permit any Note Guarantor to
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its assets to any Person unless: (i) the resulting,
surviving or transferee Person will be a corporation organized and existing
under the laws of the United States, any State thereof or the District of
Columbia, and such Person (if not such Note Guarantor) shall expressly assume,
by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of such Note Guarantor under
its Note Guarantee; (ii) immediately after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having been
Incurred by such Person at the time of such transaction), no Default shall have
occurred and be continuing; and (iii) the Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture; provided, however, that the foregoing shall not
apply to any such consolidation or merger with or into, or conveyance, transfer
or lease to, any Person if the resulting, surviving or transferee Person shall
not be a Subsidiary of the Company and the other terms of this Indenture,
including Section 4.06, are complied with.

                  (c) Notwithstanding the foregoing, (i) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (ii) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax or other benefits.




<PAGE>
                                                                              54


                                    ARTICLE 6

                              Defaults and Remedies

                  SECTION 6.01. Events of Default. An "Event of Default" occurs
if:

                  (a) the Company defaults in any payment of interest on any
         Note when the same becomes due and payable, whether or not such payment
         shall be prohibited by Article 10, and such default continues for a
         period of 30 days;

                  (b) the Company defaults in the payment of the principal of
         any Note when the same becomes due and payable at its Stated Maturity,
         upon required redemption or repurchase, upon declaration or otherwise,
         whether or not such payment shall be prohibited by Article 10;

                  (c) the Company or any Note Guarantor fails to comply with
         Section 5.01;

                  (d) the Company fails to comply with Section 4.02, 4.03, 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;

                  (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) and such failure continues
         for 60 days after the notice specified below;

                  (f) Indebtedness of the Company or any Restricted Subsidiary
         is not paid within any applicable grace period after final maturity or
         the acceleration by the holders thereof because of a default and the
         total amount of such Indebtedness unpaid or accelerated exceeds $25.0
         million or its foreign currency equivalent at the time and such failure
         continues for 10 days after the notice specified below;

                  (g) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case;

                           (ii) consents to the entry of an order for relief
                  against it in an involuntary case;




<PAGE>
                                                                              55


                           (iii) consents to the appointment of a Custodian of
                  it or for any substantial part of its property; or

                           (iv) makes a general assignment for the benefit of
                  its creditors;

         or takes any comparable action under any foreign laws relating to
insolvency;

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (i) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;

                           (ii) appoints a Custodian of the Company or any
                  Significant Subsidiary or for any substantial part of its
                  property; or

                           (iii) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary;

         or any similar relief is granted under any foreign laws and the order
         or decree remains unstayed and in effect for 60 days;

                  (i) any judgment or decree for the payment of money in excess
         of $25.0 million or its foreign currency equivalent (net of any amounts
         with respect to which a reputable and creditworthy insurance company
         has acknowledged liability in writing) is rendered against the Company
         or any Restricted Subsidiary and either (A) an enforcement proceeding
         has been commenced by any creditor upon such judgment or decree or (B)
         there is a period of 60 days following the entry of such judgment or
         decree during which such judgment or decree is not discharged, waived
         or the execution thereof stayed; or

                  (j) any Note Guarantee ceases to be in full force and effect
         (except as contemplated by the terms thereof) or any Note Guarantor or
         Person acting by or on behalf of such Note Guarantor denies or
         disaffirms its obligations under this Indenture or any Note Guarantee
         and such Default continues for 10 days after the notice specified
         below.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.



<PAGE>
                                                                              56


                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  A Default under clause (d), (e), (f) or (j) above is not an
Event of Default until the Trustee notifies the Company or the Holders of at
least 25% in principal amount of the outstanding Notes notify the Company and
the Trustee of the Default and the Company or the Note Guarantor, as applicable,
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any event which with the giving of notice or the lapse of time would become
an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(g) or (h) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the outstanding Notes by notice
to the Company and the Trustee, may declare the principal of and accrued but
unpaid interest on all the Notes to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(g) or (h) with respect to the Company occurs,
the principal of and interest on all the Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of the
Notes by notice to the Trustee may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration. No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in




<PAGE>
                                                                              57


the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Notes by notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Note, (b) a Default arising from the failure to
redeem or purchase any Note when required pursuant to the terms of this
Indenture or (c) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

                  SECTION 6.06. Limitation on Suits. Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Notes unless:

                  (a) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

                  (b) the Holders of at least 25% in principal amount of the
         Notes then outstanding make a written request to the Trustee to pursue
         the remedy;

                  (c) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (e) the Holders of a majority in principal amount of the Notes
         then outstanding do not give the Trustee a direction inconsistent with
         the request during such 60-day period.




<PAGE>
                                                                              58


                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and liquidated damages and interest on the
Notes held by such Holder, on or after the respective due dates expressed or
provided for in the Notes, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company and any other obligor on the Notes for the whole amount then
due and owing (together with interest on overdue principal and (to the extent
lawful) on any unpaid interest at the rate provided for in the Notes) and the
amounts provided for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Holders allowed
in any judicial proceedings relative to the Company, any Subsidiary or Note
Guarantor, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

                  SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 10 and to holders of Senior Indebtedness
         of the Note Guarantors to the extent required by Article 12;

                  THIRD: to Holders for amounts due and unpaid on the Notes for
         principal and interest, ratably, and any liquidated damages without
         preference or priority of





<PAGE>
                                                                              59


         any kind, according to the amounts due and payable on the Notes for
         principal, any liquidated damages and interest, respectively; and

                  FOURTH: to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and amount to be paid.

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Notes.

                  SECTION 6.12. Waiver of Stay or Extension Laws. Neither the
Company nor any Note Guarantor (to the extent it may lawfully do so) shall at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company and each Note Guarantor (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.


                                    ARTICLE 7

                                     Trustee

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

                  (b) Except during the continuance of an Event of Default:




<PAGE>
                                                                              60


                  (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts;

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05; and

                  (iv) No provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur financial liability
         in the performance of any of its duties hereunder or in the exercise of
         any of its rights or powers, if it shall have reasonable grounds to
         believe that repayment of such funds or adequate indemnity against such
         risk or liability is not reasonably assured to it.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.




<PAGE>
                                                                              61


                  SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute wilful misconduct or negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Notes at
the time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar or co-paying
agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Notes, it shall not be accountable for
the Company's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company or any Note Guarantor in this
Indenture or in any document issued in





<PAGE>
                                                                              62


connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication. The Trustee shall not be charged with knowledge
of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (i) or
(j) or of the identity of any Significant Subsidiary unless either (a) a Trust
Officer shall have actual knowledge thereof or (b) the Trustee shall have notice
thereof in accordance with Section 13.02 hereof from the Company, any Note
Guarantor or any Holder.

                  SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within the earlier of 90 days after it occurs or 30
days after it is known to a Trust Officer or written notice of it is received by
the Trustee. Except in the case of a Default in payment of principal of,
premium, if any, or interest on any Note (including payments pursuant to the
redemption provisions of such Note), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Holders.

                  SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each March 15 beginning with the March 15 following the date
of this Indenture, and in any event prior to May 15 in each year, the Trustee
shall mail to each Holder a brief report dated as of such March 15 that complies
with Section 313(a) of the TIA if and to the extent required thereby. The
Trustee shall also comply with Section 313(b) of the TIA.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. 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 administration
of this trust 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





<PAGE>
                                                                              63


Company's expense in the defense. Such indemnified parties may have separate
counsel and the Company and the Note 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 wilful misconduct,
negligence or bad faith.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest and any liquidated damages on particular Notes.

                  The Company's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(g) or (h) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged bankrupt or insolvent;

                  (c) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (d) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.




<PAGE>
                                                                              64


                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
who has been a bona fide Holder of a Note for at least six months may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b) subject to its right to apply for a stay of its duty to
resign under the penultimate paragraph of TIA Section 310(b); provided, however,
that there shall be excluded from the operation of





<PAGE>
                                                                              65


TIA Section 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01. Discharge of Liability on Notes; Defeasance. (a)
When (i) all outstanding Notes (other than Notes replaced or paid pursuant to
Section 2.08) have been canceled or delivered to the Trustee for cancelation or
(ii) all outstanding Notes have become due and payable, whether at maturity or
as a result of the mailing of a notice of redemption pursuant to Article 3
hereof, and the Company irrevocably deposits with the Trustee funds in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, in the written
opinion of a nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so deposited) to pay principal of and interest
on the outstanding Notes when due at maturity or upon redemption, including
interest thereon to maturity or such redemption date (other than Notes replaced
or paid pursuant to Section 2.08), and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

                  (b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all of its obligations under the Notes and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12 and 4.13 and the operation of Section
5.01(a)(iii), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant
Subsidiaries of the Company only), 6.01(h) (with respect to Significant
Subsidiaries of the Company only) and 6.01(i) ("covenant defeasance option").
The Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option. In the event that the Company
terminates all of its obligations under the Notes and this Indenture by
exercising its legal defeasance option, the obligations under the Note
Guarantees shall each be terminated simultaneously with the termination of such
obligations.



<PAGE>
                                                                              66


                  If the Company exercises its legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Section 6.01(d),
6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only),
6.01(h) (with respect to Significant Subsidiaries of the Company only) or
6.01(i) or because of the failure of the Company to comply with clause Section
5.01(a)(iii).

                  Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

                  (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article 8 shall survive until the Notes have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive.

                  SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (a) the Company irrevocably deposits in trust with the Trustee
         money in an amount sufficient or U.S. Government Obligations, the
         principal of and interest on which will be sufficient, or a combination
         thereof sufficient, to pay the principal, premium (if any) and interest
         on the Notes when due at maturity or redemption, as the case may be,
         including interest thereon to maturity or such redemption date;

                  (b) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Notes to maturity or redemption, as the case may
         be;

                  (c) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Section 6.01(g) or (h) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (d) the deposit does not constitute a default under any other
         agreement binding on the Company and is not prohibited by Article 10;



<PAGE>
                                                                              67


                  (e) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

                  (f) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders will not recognize income,
         gain or loss for Federal income tax purposes as a result of such
         deposit and defeasance and will be subject to Federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such deposit and defeasance had not occurred;

                  (g) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders will not recognize income, gain or loss for Federal
         income tax purposes as a result of such deposit and covenant defeasance
         and will be subject to Federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         deposit and covenant defeasance had not occurred; and

                  (h) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Notes as contemplated
         by this Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

                  SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Notes. Money and
securities so held in trust are not subject to Article 10 or 12.

                  SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by it as provided in this Article which, in the
written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have





<PAGE>
                                                                              68


been so deposited), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent discharge or defeasance in
accordance with this Article.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, and, thereafter, Holders entitled to the money must look to the
Company for payment as general creditors and the Trustee and the Paying Agent
shall have no further liability with respect to such monies.

                  SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article 8; provided, however, that, if the Company has made
any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


                                    ARTICLE 9

                                   Amendments

                  SECTION 9.01. Without Consent of Holders. The Company, the
Note Guarantors and the Trustee may amend this Indenture or the Notes without
notice to or consent of any Holder:

                  (a) to cure any ambiguity, omission, defect or inconsistency;

                  (b) to comply with Article 5;



<PAGE>
                                                                              69


                  (c) to provide for uncertificated Notes in addition to or in
         place of certificated Notes; provided, however, that the uncertificated
         Notes are issued in registered form for purposes of Section 163(f) of
         the Code or in a manner such that the uncertificated Notes are
         described in Section 163(f)(2)(B) of the Code;

                  (d) to make any change in Article 10 or Article 12 that would
         limit or terminate the benefits available to any holder of Senior
         Indebtedness (or Representatives therefor) under Article 10 or Article
         12;

                  (e) to add additional Guarantees with respect to the Notes or
         to secure the Notes; provided that an amendment for the foregoing
         purpose need not be executed by the Note Guarantors in order to comply
         with this Section 9.01;

                  (f) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company;

                  (g) to comply with any requirement of the SEC in connection
         with qualifying, or maintaining the qualification of, this Indenture
         under the TIA;

                  (h) to make any change that does not adversely affect the
         rights of any Holder; or

                  (i) to provide for the issuance of the Exchange Notes, Private
         Exchange Notes or Additional Notes, which shall have terms
         substantially identical in all material respects to the Original Notes
         (except that the transfer restrictions contained in the Original Notes
         shall be modified or eliminated, as appropriate), and which shall be
         treated, together with any outstanding Original Notes, as a single
         class of securities.

                  An amendment under this Section 9.01 may not make any change
that adversely affects the rights under Article 10 or Article 12 of any holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment.
However, the failure to give such notice to all Holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section.

                  SECTION 9.02. With Consent of Holders. The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Notes without notice
to any Holder but with the written consent of the Holders of at least a majority
in principal amount of the Notes then outstanding (including consents obtained
in connection with a





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tender offer or exchange for the Notes). However, without the consent of each
Holder affected, an amendment may not:

                  (a) reduce the amount of Notes whose Holders must consent to
         an amendment;

                  (b) reduce the rate of or extend the time for payment of
         interest or any liquidated damages on any Note;

                  (c) reduce the principal of or extend the Stated Maturity of
         any Note;

                  (d) reduce the premium payable upon the redemption of any Note
         or change the time at which any Note may be redeemed in accordance with
         Article 3 and paragraph 5 of the Notes.

                  (e) make any Note payable in money other than that stated in
         the Note;

                  (f) make any change in Article 10 or Article 12 that adversely
         affects the rights of any Holder under Article 10 or Article 12;

                  (g) impair the right of any Holder to receive payment of
         principal of, and interest or any liquidated damages on, such Holder's
         Notes on or after the due dates therefor or to institute suit for the
         enforcement of any payment on or with respect to such Holder's Notes;

                  (h) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section 9.02; or

                  (i) modify the Note Guarantees in any manner adverse to the
         Holders.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

                  An amendment under this Section 9.02 may not make any change
that adversely affects the rights under Article 10 or Article 12 of any holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

                  After an amendment under this Section becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.


<PAGE>
                                                                              71



                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate from the Company certifying that the
requisite number of consents have been received. After an amendment or waiver
becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (a) receipt by the Company or the Trustee of the requisite
number of consents, (b) satisfaction of conditions to effectiveness as set forth
in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (c) execution of such amendment or waiver (or
supplemental indenture) by the Company and the Trustee.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

                  SECTION 9.05. Notation on or Exchange of Notes. If an
amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.

                  SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of





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                                                                              72


Counsel stating that such amendment is authorized or permitted by this Indenture
and that such amendment is the legal, valid and binding obligation of the
Company and the Note Guarantors enforceable against them in accordance with its
terms, subject to customary exceptions, and complies with the provisions hereof
(including Section 9.03).

                  SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, 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 unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


                                   ARTICLE 10

                                  Subordination

                  SECTION 10.01. Agreement To Subordinate. The Company agrees,
and each Holder by accepting a Note agrees, that the Indebtedness evidenced by
the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full of all Senior
Indebtedness of the Company and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness. The Notes shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness
(including the Existing Notes) of the Company and shall rank senior to all
existing and future Subordinated Obligations of the Company and only
Indebtedness of the Company that is Senior Indebtedness of the Company shall
rank senior to the Notes in accordance with the provisions set forth herein. For
purposes of this Article 10, the Indebtedness evidenced by the Notes shall be
deemed to include the liquidated damages payable pursuant to the provisions set
forth in the Notes and the Registration Agreement. All provisions of this
Article 10 shall be subject to Section 10.12.

                  SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

                  (a) the holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full of such Senior Indebtedness before
         Holders shall be entitled to receive any payment of principal of or
         interest on the Notes; and



<PAGE>
                                                                              73


                  (b) until such Senior Indebtedness of the Company is paid in
         full, any payment or distribution to which Holders would be entitled
         but for this Article 10 shall be made to holders of such Senior
         Indebtedness as their interests may appear (except that Holders may
         receive and retain (i) Permitted Junior Securities and (ii) payments
         made from the trust described in Section 8.02 so long as, on the date
         or dates the respective amounts were paid into the trust, such payments
         were made with respect to the Notes without violating this Article 10);
         if a distribution is made to Holders that due to this Article 10 should
         not have been made to them, such Holders will be required to hold it in
         trust for the holders of Senior Indebtedness of the Company and pay it
         over to them as their interests may appear.

                  SECTION 10.03. Default on Senior Indebtedness. The Company may
not pay principal of, premium (if any) or interest on the Notes or make any
deposit pursuant to Article 8 and may not otherwise repurchase, redeem or
otherwise retire any Notes (except that Holders may receive and retain Permitted
Junior Securities and payments made from the trust described in Section 8.02)
(collectively, "pay the Notes") if (a) any Designated Senior Indebtedness of the
Company is not paid when due or (b) any other default on such Designated Senior
Indebtedness occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (i) the default
has been cured or waived and any such acceleration has been rescinded or (ii)
such Designated Senior Indebtedness has been paid in full; provided, however,
that the Company may pay the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which
either of the events set forth in clause (a) or (b) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence) with respect
to any Designated Senior Indebtedness of the Company pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration) or the expiration of
any applicable grace periods, the Company may not pay the Notes for a period (a
"Payment Blockage Period") commencing upon the receipt by the Trustee (with a
copy to the Company) of written notice (a "Blockage Notice") of such default
from the Representative of such Designated Senior Indebtedness specifying an
election to effect a Payment Blockage Period and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (a) by written notice to
the Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c)
because no defaults are continuing). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the provisions contained in
the first sentence of this Section 10.03), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Notes after the end of such Payment Blockage Period,



<PAGE>
                                                                              74


including any missed payments. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness during such period; provided, however,
that if any Blockage Notice within such 360-day period is given by or on behalf
of any holders of Designated Senior Indebtedness of the Company other than the
Bank Indebtedness, the Representative of the Bank Indebtedness may give another
Blockage Notice within such period; provided further, however, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any 360 consecutive day
period. For purposes of this Section 10.03, no default or event of default that
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

                  SECTION 10.04. Acceleration of Payment of Notes. If payment of
the Notes is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
of the Company (or their Representative) of the acceleration; provided, however,
that, in the case of the Trustee, the Trustee shall have received written notice
from the Company or a Representative identifying such Designated Senior
Indebtedness, on which notice the Trustee shall be entitled to conclusively
rely. If any Designated Senior Indebtedness of the Company is outstanding, the
Company may not pay the Notes until five Business Days after such holders or the
Representative of such Designated Senior Indebtedness receive notice of such
acceleration and, thereafter, may pay the Notes only if this Article 10
otherwise permits payment at that time.

                  SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to Holders that because of this Article 10 should not have
been made to them, the Holders who receive the distribution shall hold it in
trust for holders of Senior Indebtedness of the Company and pay it over to them
as their interests may appear.

                  SECTION 10.06. Subrogation. After all Senior Indebtedness of
the Company is paid in full and until the Notes are paid in full, Holders shall
be subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to Senior Indebtedness of the Company. A distribution
made under this Article 10 to holders of such Senior Indebtedness of the Company
which otherwise would have been made to Holders is not, as between the Company
and Holders, a payment by the Company on such Senior Indebtedness.



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                                                                              75


                  SECTION 10.07. Relative Rights. This Article 10 defines the
relative rights of Holders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:

                  (1) impair, as between the Company and Holders, the obligation
         of the Company, which is absolute and unconditional, to pay principal
         of and interest on and liquidated damages in respect of, the Notes in
         accordance with their terms; or

                  (2) prevent the Trustee or any Holder from exercising its
         available remedies upon a Default, subject to the rights of holders of
         Senior Indebtedness of the Company to receive distributions otherwise
         payable to Holders.

                  SECTION 10.08. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

                  SECTION 10.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Notes and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of the
Trustee receives notice satisfactory to it that payments may not be made under
this Article 10. The Company, the Registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness of the Company may give the notice; provided,
however, that, if an issue of Senior Indebtedness of the Company has a
Representative, only the Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07 or any other section
of this Indenture.

                  SECTION 10.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).



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                                                                              76


                  SECTION 10.11. Article 10 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the Notes
by reason of any provision in this Article 10 shall not be construed as
preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Holders or the Trustee to accelerate the maturity
of the Notes.

                  SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Notes shall not be subordinated
to the prior payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article 10, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

                  SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Indebtedness of the
Company for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of such Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

                  SECTION 10.14. Trustee To Effectuate Subordination. Each
Holder by accepting a Note authorizes and directs the Trustee on his behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination between the Holders and the holders of Senior Indebtedness of
the Company as provided in this Article 10 and appoints the Trustee as
attorney-in-fact for any and all such purposes.



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                                                                              77


                  SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Holders or the
Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

                  SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
the Company, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Notes, to acquire and continue to hold, or to continue
to hold, such Senior Indebtedness and such holder of such Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.


                                   ARTICLE 11

                                 Note Guarantees

                  SECTION 11.01. Note Guarantees. Each Note Guarantor hereby
jointly and severally irrevocably and unconditionally Guarantees, as a primary
obligor and not merely as a surety, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment when due, whether at
Stated Maturity, by acceleration, by redemption or otherwise, of all obligations
of the Company under this Indenture (including obligations to the Trustee) and
the Notes, whether for payment of principal of, interest on or liquidated
damages in respect of the Notes and all other monetary obligations of the
Company under this Indenture and the Notes and (b) the full and punctual
performance within applicable grace periods of all other obligations of the
Company whether for fees, expenses, indemnification or otherwise under this
Indenture and the Notes (all the foregoing being hereinafter collectively called
the "Guaranteed Obligations"). Each Note Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from each such Note Guarantor, and that each such Note
Guarantor shall remain bound under this Article 11 notwithstanding any extension
or renewal of any Guaranteed Obligation.

                  Each Note Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Note Guarantor waives notice of
any default under the Notes or the Guaranteed Obligations. The obligations of
each Note Guarantor hereunder shall not be affected by (a) the failure of any
Holder or the Trustee to assert any claim or




<PAGE>
                                                                              78


demand or to enforce any right or remedy against the Company or any other Person
under this Indenture, the Notes or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the Notes or
any other agreement; (d) the release of any security held by any Holder or the
Trustee for the Guaranteed Obligations or any of them; (e) the failure of any
Holder or Trustee to exercise any right or remedy against any other guarantor of
the Guaranteed Obligations; or (f) any change in the ownership of such Note
Guarantor, except as provided in Section 11.02(b).

                  Each Note Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Note Guarantors,
such that such Note Guarantor's obligations would be less than the full amount
claimed. Each Note Guarantor hereby waives any right to which it may be entitled
to have the assets of the Company first be used and depleted as payment of the
Company's or such Note Guarantor's obligations hereunder prior to any amounts
being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor
hereby waives any right to which it may be entitled to require that the Company
be sued prior to an action being initiated against such Note Guarantor.

                  Each Note Guarantor further agrees that its Note Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Guaranteed Obligations.

                  The Note Guarantee of each Note Guarantor is, to the extent
and in the manner set forth in Article 12, subordinated and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the relevant Note Guarantor and is
made subject to such provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, the obligations of each Note Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Note Guarantor herein shall not be discharged
or impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Note Guarantor or would otherwise operate as a discharge of any Note
Guarantor as a matter of law or equity.




<PAGE>
                                                                              79


                  Each Note Guarantor agrees that its Note Guarantee is a
continuing Guarantee and shall remain in full force and effect until payment in
full of all the Guaranteed Obligations. Each Note Guarantor further agrees that
its Note Guarantee herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of or
interest on any Guaranteed Obligation is rescinded or must otherwise be restored
by any Holder or the Trustee upon the bankruptcy or reorganization of the
Company or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Note Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of or interest on any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise, or
to perform or comply with any other Guaranteed Obligation, each Note Guarantor
hereby promises to and shall, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (a) the unpaid principal amount of such Guaranteed
Obligations, (b) accrued and unpaid interest on such Guaranteed Obligations (but
only to the extent not prohibited by law) and (c) all other monetary obligations
of the Company to the Holders and the Trustee.

                  Each Note Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article 12. Each Note Guarantor further agrees that,
as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (a) the maturity of the Guaranteed Obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of any Note Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guaranteed Obligations guaranteed hereby,
and (b) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Article 6, such Guaranteed Obligations (whether or
not due and payable) shall forthwith become due and payable by such Note
Guarantor for the purposes of this Section 11.01.

                  Each Note Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section 11.01.



<PAGE>
                                                                              80


                  Upon request of the Trustee, each Note Guarantor shall execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

                  SECTION 11.02. Limitation on Liability. (a) Any term or
provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Note
Guarantor shall not exceed the maximum amount that can be hereby Guaranteed
without rendering this Indenture, as it relates to such Note Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

                  (b) A Note Guarantee as to any Note Guarantor shall terminate
and be of no further force or effect and such Note Guarantor shall be deemed to
be released from all obligations under this Article 11 upon (i) the merger or
consolidation of such Note Guarantor with or into any Person other than the
Company or a Subsidiary or Affiliate of the Company where such Note Guarantor is
not the surviving entity of such consolidation or merger or (ii) the sale or
transfer by the Company or any Subsidiary of the Company of the Capital Stock of
such Note Guarantor (or by any other Person as a result of a foreclosure of any
Lien on such Capital Stock securing Senior Indebtedness), where, after such sale
or transfer, such Note Guarantor is no longer a Subsidiary of the Company;
provided, however, that each such merger, consolidation, sale or transfer by the
Company or such Subsidiary or Affiliate (1) shall comply with this Indenture,
including the provisions of Section 4.06 or (2) in the case of a sale or
transfer as a result of a foreclosure of any Lien securing Senior Indebtedness
by the holder of such Lien, the net proceeds therefrom shall be applied in
compliance with the terms of this Indenture that would apply to a sale thereof
by the Company. At the request of the Company, the Trustee shall execute and
deliver an appropriate instrument evidencing such release (in the form provided
by the Company).

                  SECTION 11.03. Successors and Assigns. This Article 11 shall
be binding upon each Note Guarantor and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

                  SECTION 11.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are





<PAGE>
                                                                              81


cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Article 11 at law, in equity, by statute or
otherwise.

                  SECTION 11.05. Modification. No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Note Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Note Guarantor in any case shall entitle
such Note Guarantor to any other or further notice or demand in the same,
similar or other circumstances.

                  SECTION 11.06. Execution of Supplemental Indenture for Future
Note Guarantors. Each Subsidiary which is required to become a Note Guarantor
pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Note Guarantor under this Article 11 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor
is a legal, valid and binding obligation of such Note Guarantor, enforceable
against such Note Guarantor in accordance with its terms and to such other
matters as the Trustee may reasonably request.

                  SECTION 11.07. Non-Impairment. The failure to endorse a Note
Guarantee on any Note shall not affect or impair the validity thereof.




<PAGE>
                                                                              82


                                   ARTICLE 12

                      Subordination of the Note Guarantees

                  SECTION 12.01. Agreement To Subordinate. Each Note Guarantor
agrees, and each Holder by accepting a Note agrees, that the obligations of a
Note Guarantor hereunder are subordinated in right of payment, to the extent and
in the manner provided in this Article 12, to the prior payment in full of all
Senior Indebtedness of such Note Guarantor and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness of such
Note Guarantor. The obligations hereunder with respect to a Note Guarantor shall
in all respects rank pari passu with all other Senior Subordinated Indebtedness
(including each Note Guarantor's Guarantee of the Existing Notes) of such Note
Guarantor and shall rank senior to all existing and future Subordinated
Obligations of such Note Guarantor; and only Indebtedness of such Note Guarantor
that is Senior Indebtedness of such Note Guarantor shall rank senior to the
obligations of such Note Guarantor in accordance with the provisions set forth
herein.

                  SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of a Note Guarantor to creditors upon a
total or partial liquidation or a total or partial dissolution of such Note
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Note Guarantor or its property:

                  (a) the holders of Senior Indebtedness of such Note Guarantor
         shall be entitled to receive payment in full of such Senior
         Indebtedness before Holders shall be entitled to receive any payment
         pursuant to any Guaranteed Obligations from such Note Guarantor; and

                  (b) until such Senior Indebtedness of such Note Guarantor is
         paid in full, any payment or distribution to which Holders would be
         entitled but for this Article 12 shall be made to holders of such
         Senior Indebtedness as their respective interests may appear, (except
         that Holders may receive and retain (i) Permitted Junior Securities and
         (ii) payments made from the trust described in Section 8.02 so long as,
         on the date or dates the respective amounts were paid into the trust,
         such payments were made with respect to the Note Guarantees without
         violating this Article 12); if a distribution is made to Holders that
         due to this Article 12 should not have been made to them, such Holders
         shall be required to hold it in trust for the holders of Senior
         Indebtedness of such Note Guarantor and pay it over to them as their
         interests may appear.

                  SECTION 12.03. Default on Designated Senior Indebtedness of a
Note Guarantor. A Note Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations or repurchase, redeem or otherwise retire any Notes
(except that





<PAGE>
                                                                              83


Holders may receive and retain Permitted Junior Securities and payments made
from the trust described in Section 8.02) (collectively, "pay its Guarantee") if
(a) any Designated Senior Indebtedness of such Note Guarantor is not paid when
due or (b) any other default on Designated Senior Indebtedness of such Note
Guarantor occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (i) the default
has been cured or waived and any such acceleration has been rescinded or (ii)
such Designated Senior Indebtedness has been paid in full; provided, however,
that such Note Guarantor may pay its Guarantee without regard to the foregoing
if such Note Guarantor and the Trustee receive written notice approving such
payment from the Representative of the holders of such Designated Senior
Indebtedness with respect to which either of the events in clause (a) or (b) of
this sentence has occurred and is continuing. During the continuance of any
default (other than a default described in clause (a) or (b) of the preceding
sentence) with respect to any Designated Senior Indebtedness of a Note Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Note
Guarantor may not pay its Guarantee for a period (a "Guarantee Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to such Note
Guarantor and the Company) of written notice (a "Guarantee Blockage Notice") of
such default from the Representative of the holders of such Designated Senior
Indebtedness of such Note Guarantor specifying an election to effect a Guarantee
Payment Blockage Period and ending 179 days thereafter (or earlier if such
Guarantee Payment Blockage Period is terminated (a) by written notice to the
Trustee (with a copy to such Note Guarantor and the Company) from the Person or
Persons who gave such Guarantee Blockage Notice, (b) by repayment in full of
such Designated Senior Indebtedness or (c) because no defaults are continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section
12.03), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, such Note Guarantor may resume to paying its
Guarantee after such Guarantee Payment Blockage Period, including any missed
payments. Not more than one Guarantee Blockage Notice may be given with respect
to a Note Guarantor in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness of such Note
Guarantor during such period; provided, however, that if any Guarantee Blockage
Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness of such Note Guarantor other than the Bank
Indebtedness, the Representative of the Bank Indebtedness may give another
Guarantee Blockage Notice within such period; provided further, however, that in
no event may the total number of days during which any Guarantee Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during
any 360 consecutive day period. For purposes of this Section 12.03, no default
or event of default that existed or was continuing on the date of the
commencement of any Guarantee Payment Blockage Period with respect to the






<PAGE>
                                                                              84


Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period
shall be, or be made, the basis of the commencement of a subsequent Guarantee
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.

                  SECTION 12.04. Demand for Payment. If payment of the Notes is
accelerated because of an Event of Default and a demand for payment is made on a
Note Guarantor pursuant to Article 11, such Note Guarantor or the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness of such Note
Guarantor (or the Representative of such holders) of such demand; provided,
however, that, in the case of the Trustee, the Trustee shall have received
written notice from the Company, such Note Guarantor or a Representative
identifying such Designated Senior Indebtedness, on which notice the Trustee
shall be entitled to conclusively rely. If any Designated Senior Indebtedness of
such Note Guarantor is outstanding, such Note Guarantor may not pay its
Guarantee until five Business Days after such holders or the Representative of
the holders of the Designated Senior Indebtedness of such Note Guarantor receive
notice of such demand and, thereafter, may pay its Guarantee only if this
Article 12 otherwise permits payment at that time.

                  SECTION 12.05. When Distribution Must Be Paid Over. If a
payment or distribution is made to Holders that because of this Article 12
should not have been made to them, the Holders who receive the payment or
distribution shall hold such payment or distribution in trust for holders of the
Senior Indebtedness of the relevant Note Guarantor and pay it over to them as
their respective interests may appear.

                  SECTION 12.06. Subrogation. After all Senior Indebtedness of a
Note Guarantor is paid in full and until the Notes are paid in full, Holders
shall be subrogated to the rights of holders of Senior Indebtedness of such Note
Guarantor to receive distributions applicable to Senior Indebtedness of such
Note Guarantor. A distribution made under this Article 12 to holders of Senior
Indebtedness of such Note Guarantor which otherwise would have been made to
Holders is not, as between such Note Guarantor and Holders, a payment by such
Note Guarantor on Senior Indebtedness of such Note Guarantor.

                  SECTION 12.07. Relative Rights. This Article 12 defines the
relative rights of Holders and holders of Senior Indebtedness of a Note
Guarantor. Nothing in this Indenture shall:

                  (1) impair, as between a Note Guarantor and Holders, the
         obligation of a Note Guarantor which is absolute and unconditional, to
         make payments with respect to the Guaranteed Obligations to the extent
         set forth in Article 11; or




<PAGE>
                                                                              85


                  (2) prevent the Trustee or any Holder from exercising its
         available remedies upon a default by a Note Guarantor under its
         obligations with respect to the Guaranteed Obligations, subject to the
         rights of holders of Senior Indebtedness of such Note Guarantor to
         receive distributions otherwise payable to Holders.

                  SECTION 12.08. Subordination May Not Be Impaired by a Note
Guarantor. No right of any holder of Senior Indebtedness of a Note Guarantor to
enforce the subordination of the obligations of such Note Guarantor hereunder
shall be impaired by any act or failure to act by such Note Guarantor or by its
failure to comply with this Indenture.

                  SECTION 12.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 12.03, the Trustee or the Paying Agent may continue to
make payments on the Notes and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 12. A Note Guarantor, the Registrar or co-registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness of a Note
Guarantor may give the notice; provided, however, that if an issue of Senior
Indebtedness of a Note Guarantor has a Representative, only the Representative
may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of a Note Guarantor with the same rights it would have if it
were not Trustee. The Registrar and co-registrar and the Paying Agent may do the
same with like rights. The Trustee shall be entitled to all the rights set forth
in this Article 12 with respect to any Senior Indebtedness of a Note Guarantor
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness of such Note Guarantor; and nothing in Article 7 shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article
12 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07 or any other section of this Indenture.

                  SECTION 12.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of a Note Guarantor, the distribution may be made and the notice
given to their Representative (if any).

                  SECTION 12.11. Article 12 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure of a Note Guarantor to make a payment on
any of its obligations by reason of any provision in this Article 12 shall not
be construed as preventing the occurrence of a default by such Note Guarantor
under such obligations. Nothing in this Article 12 shall have any effect on the
right of the Holders or the Trustee to make a demand for payment on a Note
Guarantor pursuant to Article 11.



<PAGE>
                                                                              86


                  SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Indebtedness of a Note
Guarantor for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Indebtedness of a Note
Guarantor and other Indebtedness of a Note Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 12. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of a Note Guarantor to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such Note
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.

                  SECTION 12.13. Trustee To Effectuate Subordination. Each
Holder by accepting a Note authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of each of the Note Guarantors as provided in this Article 12 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 12.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of a Note Guarantor. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of a Note Guarantor and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Holders or the relevant Note Guarantor or any other Person, money
or assets to which any holders of Senior Indebtedness of such Note Guarantor
shall be entitled by virtue of this Article 12 or otherwise.

                  SECTION 12.15. Reliance by Holders of Senior Indebtedness of a
Note Guarantor on Subordination Provisions. Each Holder by accepting a Note
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of a Note Guarantor, whether such Senior Indebtedness was created
or acquired before or after the




<PAGE>
                                                                              87


issuance of the Notes, to acquire and continue to hold, or to continue to hold,
such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.

                  SECTION 12.16. Defeasance. The terms of this Article 12 shall
not apply to payments from money or the proceeds of U.S. Government Obligations
held in trust by the Trustee for the payment of principal of and interest on the
Notes pursuant to the provisions described in Section 8.03.


                                   ARTICLE 13

                                  Miscellaneous


                  SECTION 13.01. Trust Indenture Act Controls. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of TIA Sections 310 to 318, inclusive,
such imposed duties or incorporated provision shall control.

                  SECTION 13.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:

                              if to the Company:
                              American Media Operations, Inc.
                              190 Congress Park Drive
                              Suite 200
                              Delray Beach, FL 33446

                              Attention of: Chief Financial Officer


                              if to the Trustee:
                              J.P. Morgan Trust Company, National Association
                              3800 Colonnade Parkway
                              Birmingham, AL 35243

                              Attention of: Institutional Trust Services

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.




<PAGE>
                                                                              88


                  Any notice or communication mailed to a Holder shall be
mailed, first class mail, to the Holder at the Holder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  SECTION 13.03. Communication of Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

                  SECTION 13.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

                  (a) an Officers' Certificate in form reasonably satisfactory
         to the Trustee stating that, in the opinion of the signers, all
         conditions precedent, if any, provided for in this Indenture relating
         to the proposed action have been complied with; and

                  (b) an Opinion of Counsel in form reasonably satisfactory to
         the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with.

                  SECTION 13.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than pursuant to Section 4.09)
shall include:

                  (a) a statement that the individual making such certificate or
         opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such individual, he
         has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and



<PAGE>
                                                                              89


                  (d) a statement as to whether or not, in the opinion of such
         individual, such covenant or condition has been complied with.

                  SECTION 13.06. When Notes Disregarded. In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, any Note Guarantor or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Note Guarantor shall
be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which the Trustee knows are so owned
shall be so disregarded. Subject to the foregoing, only Notes outstanding at the
time shall be considered in any such determination.

                  SECTION 13.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

                  SECTION 13.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or other day on which banking institutions are not required
by law or by regulation to be open in the State of New York. If a payment date
is a Legal Holiday, payment shall be made on the next succeeding day that is not
a Legal Holiday, and no interest shall accrue for the intervening period. If a
regular record date is a Legal Holiday, the record date shall not be affected.

                  SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

                  SECTION 13.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company or any Note Guarantor
shall not have any liability for any obligations of the Company or such Note
Guarantor under the Notes or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Notes.

                  SECTION 13.11. Successors. All agreements of the Company and
each Note Guarantor in this Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.

                  SECTION 13.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.



<PAGE>
                                                                              90


                  SECTION 13.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.



<PAGE>
                                                                              91




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


                                            On behalf of

                                            AMERICAN MEDIA OPERATIONS, INC.
                                            NATIONAL ENQUIRER, INC.
                                            GLOBE EDITORIAL, INC.
                                            GLOBE COMMUNICATIONS CORP.
                                            STAR EDITORIAL, INC.
                                            NATIONAL EXAMINER, INC.
                                            MIRA! EDITORIAL, INC.
                                            AM AUTO WORLD WEEKLY, INC.
                                            AMERICAN MEDIA CONSUMER
                                                     ENTERTAINMENT INC.
                                            AMERICAN MEDIA DISTRIBUTION &
                                                     MARKETING GROUP, INC.
                                            AMERICAN MEDIA PROPERTY GROUP INC.
                                            COUNTRY MUSIC MEDIA GROUP, INC.
                                            AMERICAN MEDIA MINI MAGS, INC.
                                            AMERICAN MEDIA CONSUMER MAGAZINE
                                                     GROUP, INC.
                                            AMERICAN MEDIA NEWSPAPER GROUP,
                                                     INC.
                                            DISTRIBUTION SERVICES, INC.
                                            NDSI, INC.
                                            AMI BOOKS, INC.
                                            AMI FILMS, INC.
                                            WEIDER PUBLICATIONS, LLC
                                            SYL COMMUNICATIONS


                                            By  /s/ John A. Miley
                                               ---------------------------------
                                                Name:  John A. Miley
                                                Title: Executive Vice President,
                                                       Chief Financial Officer



<PAGE>
                                                                              92



                                      J.P. MORGAN TRUST COMPANY, NATIONAL
                                      ASSOCIATION, as Trustee


                                      By  /s/ Roy Wessinger
                                         --------------------------------------
                                           Name:  Roy Wessinger
                                           Title: Vice President


<PAGE>
                                                                              93




                                                                      APPENDIX A




            PROVISIONS RELATING TO ORIGINAL NOTES, ADDITIONAL NOTES,
                    PRIVATE EXCHANGE NOTES AND EXCHANGE NOTES

         1. Definitions

         1.1  Definitions

         For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Note or beneficial interest therein,
the rules and procedures of the Depositary for such Global Note, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

                  "Clearstream" means Clearstream Banking Societe Anonyme or any
successor securities clearing agency.

                  "Definitive Note" means a certificated Initial Note, Private
Exchange Note or Exchange Note (bearing the Restricted Notes Legend if the
transfer of such Note is restricted by applicable law) that does not include the
Global Notes Legend.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Euroclear" means the Euroclear Clearance System or any
successor securities clearing agency.

                  "Exchange Offer Registration Statement" means a registration
statement filed by the Company with the SEC in connection with a Registered
Exchange Offer.

                  "Global Notes Legend" means the legend set forth under that
caption in Exhibit A to this Indenture.

                  "IAI" means an institutional "accredited investor" as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial Purchasers" means J.P. Morgan Securities Inc. and
Bear, Stearns & Co. Inc.

                  "Issue Date", with respect to any Initial Notes, means the
date on which such Initial Notes are originally issued.




<PAGE>

                  "Private Exchange" means an offer by the Company, pursuant to
a Registration Agreement, to issue and deliver to certain purchasers, in
exchange for the Initial Notes held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Notes.

                  "Private Exchange Notes" means the Notes of the Company issued
in exchange for Initial Notes pursuant to this Indenture in connection with a
Private Exchange pursuant to a Registration Agreement.

                  "Purchase Agreement" means (a) the Purchase Agreement dated
January 16, 2003, among the Company, the Note Guarantors and the Initial
Purchasers and (b) any other similar purchase or underwriting agreement relating
to Additional Notes.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Registered Exchange Offer" means an offer by the Company,
pursuant to a Registration Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like
aggregate principal amount of Exchange Notes registered under the Securities
Act.

                  "Registration Agreement" means (a) the Exchange and
Registration Rights Agreement dated January 23, 2003, among the Company, the
Note Guarantors and the Initial Purchasers and (b) any other similar
Registration Agreement relating to Additional Notes.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Regulation S Notes" means all Initial Notes offered and sold
outside the United States in reliance on Regulation S.

                  "Restricted Period", with respect to any Notes, means the
period of 40 consecutive days beginning on and including the later of (a) the
day on which such Notes are first offered to persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S,
notice of which day shall be promptly given by the Company to the Trustee, and
(b) the Issue Date with respect to such Notes.

                  "Restricted Notes Legend" means the legend set forth in
Section 2.3(e)(i) herein.

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "Rule 144A Notes" means all Initial Notes offered and sold to
QIBs in reliance on Rule 144A.

                  "Securities Act" means the Securities Act of 1933, as amended.




<PAGE>
                                                                               3


                  "Notes Custodian" means the custodian with respect to a Global
Note (as appointed by the Depositary) or any successor person thereto, who shall
initially be the Trustee.

                  "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Initial Notes
pursuant to a Registration Agreement.

                  "Transfer Restricted Notes" means Definitive Notes and any
other Notes that bear or are required to bear the Restricted Notes Legend.

         1.2  Other Definitions

<Table>
<Caption>
         Term:                                                                             Defined in Section:
         ----                                                                              -------------------

<S>                                                                                        <C>
"Agent Members".........................................................................................2.1(b)
"IAI Global Note".......................................................................................2.1(a)
"Global Note"...........................................................................................2.1(a)
"Regulation S Global Note"..............................................................................2.1(a)
"Rule 144A Global Note".................................................................................2.1(a)
</Table>


         2. The Notes

         2.1  Form and Dating

                  The Original Notes issued on the date hereof shall be (a)
offered and sold by the Company pursuant to a Purchase Agreement and (b) resold,
initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Original Notes may thereafter be transferred to, among others, QIBs, purchasers
in reliance on Regulation S and, except as set forth below, IAIs in accordance
with Rule 501. Additional Notes offered after the date hereof may be offered and
sold by the Company from time to time pursuant to one or more Purchase
Agreements in accordance with applicable law.

                  (a) Global Notes. Rule 144A Notes shall be issued initially in
the form of one or more permanent global Notes in definitive, fully registered
form (collectively, the "Rule 144A Global Note") and Regulation S Notes shall be
issued initially in the form of one or more global Notes (collectively, the
"Regulation S Global Note"), in each case without interest coupons and bearing
the Global Notes Legend and Restricted Notes Legend, which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Notes
Custodian, and registered in the name of the Depositary or a nominee of the
Depositary, duly





<PAGE>
                                                                               4


executed by the Company and authenticated by the Trustee as provided in this
Indenture. One or more global securities in definitive, fully registered form
without interest coupons and bearing the Global Notes Legend and the Restricted
Notes Legend (collectively, the "IAI Global Note") shall also be issued on the
Closing Date, deposited with the Notes Custodian, and registered in the name of
the Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture to accommodate
transfers of beneficial interests in the Notes to IAIs subsequent to the initial
distribution. Beneficial ownership interests in the Regulation S Global Note
shall not be exchangeable for interests in the Rule 144A Global Note, the IAI
Global Note or any other Note without a Restricted Notes Legend until the
expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global
Note and the Regulation S Global Note are each referred to herein as a "Global
Note" and are collectively referred to herein as "Global Notes"; provided, that
the term "Global Note" when used in Sections 2.1(b) (third paragraph), 2.1(c),
2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Note in global form issued
in connection with a Registered Exchange Offer or Private Exchange or pursuant
to a Shelf Registration Statement and any Additional Notes issued in global form
and sold in a registered offering. The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee and on the schedules
thereto as hereinafter provided.

                  (b) Book-Entry Provisions. This Section 2.1(b) shall apply
only to a Global Note deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and Section 2.2 and pursuant to an order of the Company
signed by one Officer, authenticate and deliver initially one or more Global
Notes that (i) shall be registered in the name of the Depositary for such Global
Note or Global Notes or the nominee of such Depositary and (ii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as Notes Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary or by the Trustee as Notes Custodian
or under such Global Note, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Note.



<PAGE>
                                                                               5


                  (c) Definitive Notes. Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Notes shall not be entitled to
receive physical delivery of certificated Notes.

         2.2 Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Company signed by one Officer (a)
Original Notes for original issue on the date hereof in an aggregate principal
amount of $150,000,000, (b) subject to the terms of this Indenture, Additional
Notes in an unlimited aggregate principal amount and (c) (i), except as
specified in Section 2.01(5) of the Indenture, the Exchange Notes for issue only
in a Registered Exchange Offer and (ii) the Private Exchange Notes for issue
only in a Private Exchange, in the case of each of (i) and (ii) pursuant to a
Registration Agreement and for a like principal amount of Initial Notes
exchanged pursuant thereto, except as specified in Section 2.01(5) of the
Indenture. Such order shall specify the amount of the Notes to be authenticated,
the date on which the original issue of Notes is to be authenticated and whether
the Notes are to be Initial Notes, Exchange Notes or Private Exchange Notes. The
aggregate principal amount of Notes that may be outstanding at any time is
unlimited.

         2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Notes. When Definitive Notes are presented to the Registrar with a request:

                  (i) to register the transfer of such Definitive Notes; or

                  (ii) to exchange such Definitive Notes for an equal principal
         amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:

                  (1) shall be duly endorsed or accompanied by a written
         instrument of transfer in form reasonably satisfactory to the Company
         and the Registrar, duly executed by the Holder thereof or his attorney
         duly authorized in writing; and

                  (2) in the case of Initial Notes, are accompanied by the
         following additional information and documents, as applicable:

                           (A) if such Definitive Notes are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect (in the form set forth on the reverse side of the
                  Initial Note); or



<PAGE>
                                                                               6


                           (B) if such Definitive Notes are being transferred to
                  the Company, a certification to that effect (in the form set
                  forth on the reverse side of the Initial Note); or

                           (C) if such Definitive Notes are being transferred
                  pursuant to an exemption from registration in accordance with
                  Rule 144 under the Securities Act or in reliance upon another
                  exemption from the registration requirements of the Securities
                  Act, (i) a certification to that effect (in the form set forth
                  on the reverse side of the Initial Note) and (ii) if the
                  Company so requests, an opinion of counsel or other evidence
                  reasonably satisfactory to it as to the compliance with the
                  restrictions set forth in the legend set forth in Section
                  2.3(e)(i).

                  (b) Restrictions on Transfer of a Definitive Note for a
Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with:

                  (i) certification (in the form set forth on the reverse side
         of the Initial Note) that such Definitive Note is being transferred (A)
         to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished
         to the Trustee a signed letter substantially in the form of Exhibit D
         or (C) outside the United States in an offshore transaction within the
         meaning of Regulation S and in compliance with Rule 904 under the
         Securities Act; and

                  (ii) written instructions directing the Trustee to make, or to
         direct the Notes Custodian to make, an adjustment on its books and
         records with respect to such Global Note to reflect an increase in the
         aggregate principal amount of the Notes represented by the Global Note,
         such instructions to contain information regarding the Depositary
         account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Notes Custodian, the
aggregate principal amount of Notes represented by the Global Note to be
increased by the aggregate principal amount of the Definitive Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Definitive Note so canceled. If no Global Notes are
then outstanding and the Global Note has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Note in the appropriate principal amount.



<PAGE>
                                                                               7


                  (c) Transfer and Exchange of Global Notes. (i) The transfer
and exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred. Transfers by an owner
of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to
a transferee who takes delivery of such interest through the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, shall be
made only upon receipt by the Trustee of a certification from the transferor in
the form provided on the reverse side of the Initial Note to the effect that
such transfer is being made in accordance with Regulation S or (if available)
Rule 144 under the Securities Act and that, if such transfer is being made prior
to the expiration of the Restricted Period, the interest transferred shall be
held immediately thereafter through Euroclear or Clearstream. In the case of a
transfer of a beneficial interest in either the Regulation S Global Note or the
Rule 144A Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit D to the
Trustee.

         (ii) If the proposed transfer is a transfer of a beneficial interest in
one Global Note to a beneficial interest in another Global Note, the Registrar
shall reflect on its books and records the date and an increase in the principal
amount of the Global Note to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of Global Note from which such
interest is being transferred.

         (iii) Notwithstanding any other provisions of this Appendix (other than
the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.

         (iv) In the event that a Global Note is exchanged for Definitive Notes
pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer
or the effectiveness of a Shelf Registration Statement with respect to such
Notes, such Notes may be exchanged only in accordance with such procedures as
are substantially consistent with the provisions of this Section 2.3 (including
the certification requirements set forth on the reverse side of the Initial
Notes intended to ensure that such transfers comply with Rule 144A, Regulation S
or





<PAGE>
                                                                               8


such other applicable exemption from registration under the Securities Act,
as the case may be) and such other procedures as may from time to time be
adopted by the Company.

                  (d) Restrictions on Transfer of Regulation S Global Note. (i)
Prior to the expiration of the Restricted Period, interests in the Regulation S
Global Note may only be held through Euroclear or Clearstream. During the
Restricted Period, beneficial ownership interests in the Regulation S Global
Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures and only (1) to the Company, (2) so
long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (3) in an offshore
transaction in accordance with Regulation S, (4) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act, (5) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Notes of $250,000 or
(6) pursuant to an effective registration statement under the Securities Act, in
each case in accordance with any applicable securities laws of any state of the
United States. Prior to the expiration of the Restricted Period, transfers by an
owner of a beneficial interest in the Regulation S Global Note to a transferee
who takes delivery of such interest through the Rule 144A Global Note or the IAI
Global Note shall be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest substantially in the form provided on the reverse side of
the Initial Note to the effect that such transfer is being made to (A) a QIB
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A or (B) an IAI purchasing for its own account, or for the account of
such an IAI, in a minimum principal amount of the Notes of $250,000. Such
written certification shall no longer be required after the expiration of the
Restricted Period. In the case of a transfer of a beneficial interest in the
Regulation S Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit D to the
Trustee.

                  (ii) Upon the expiration of the Restricted Period, beneficial
         ownership interests in the Regulation S Global Note shall be
         transferable in accordance with applicable law and the other terms of
         this Indenture.

         (e) Legend.

                  (i) Except as permitted by the following paragraphs (ii),
         (iii) or (iv), each Note certificate evidencing the Global Notes and
         the Definitive Notes (and all Notes issued in exchange therefor or in
         substitution thereof) shall bear a legend in substantially the
         following form (each defined term in the legend being defined as such
         for purposes of the legend only):




<PAGE>
                                                                               9


         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
         OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
         "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE
         LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
         COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
         (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B)
         PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
         ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
         NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
         144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
         STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
         TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
         (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
         INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
         PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY
         OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F)
         TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE."



<PAGE>
                                                                              10


Each Definitive Note shall bear the following additional legend:

         "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
         SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
         COMPLIES WITH THE FOREGOING RESTRICTIONS."

                  (ii) Upon any sale or transfer of a Transfer Restricted Note
         that is a Definitive Note, the Registrar shall permit the Holder
         thereof to exchange such Transfer Restricted Note for a Definitive Note
         that does not bear the legends set forth above and rescind any
         restriction on the transfer of such Transfer Restricted Note if the
         Holder certifies in writing to the Registrar that its request for such
         exchange was made in reliance on Rule 144 (such certification to be in
         the form set forth on the reverse side of the Initial Note).

                  (iii) After a transfer of any Original or Additional Notes or
         Private Exchange Notes during the period of the effectiveness of a
         Shelf Registration Statement with respect to such Original or
         Additional Notes or Private Exchange Notes, as the case may be, all
         requirements pertaining to the Restricted Notes Legend on such Original
         or Additional Notes or such Private Exchange Notes shall cease to apply
         and the requirements that any such Original or Additional Notes or such
         Private Exchange Notes be issued in global form shall continue to
         apply.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Original or Additional Notes pursuant to which Holders
         of such Original or Additional Notes are offered Exchange Notes in
         exchange for their Original or Additional Notes, all requirements
         pertaining to Original or Additional Notes that Original or Additional
         Notes be issued in global form shall continue to apply, and Exchange
         Notes in global form without the Restricted Notes Legend shall be
         available to Holders that exchange such Original or Additional Notes in
         such Registered Exchange Offer.

                  (v) Upon the consummation of a Private Exchange with respect
         to the Original or Additional Notes pursuant to which Holders of such
         Original or Additional Notes are offered Private Exchange Notes in
         exchange for their Original or Additional Notes, all requirements
         pertaining to such Original or Additional Notes that Original or
         Additional Notes be issued in global form shall continue to apply, and
         Private Exchange Notes in global form with the Restricted Notes Legend
         shall be





<PAGE>
                                                                              11


         available to Holders that exchange such Original or Additional Notes in
         such Private Exchange.

                  (vi) Upon a sale or transfer after the expiration of the
         Restricted Period of any Initial Note acquired pursuant to Regulation
         S, all requirements that such Initial Note bear the Restricted Notes
         Legend shall cease to apply and the requirements requiring any such
         Initial Note be issued in global form shall continue to apply.

                  (vii) Any Additional Notes sold in a registered offering shall
         not be required to bear the Restricted Securities Legend.

                  (f) Cancelation or Adjustment of Global Note. At such time as
all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, transferred, redeemed, repurchased or canceled, such Global
Note shall be returned by the Depositary to the Trustee for cancelation or
retained and canceled by the Trustee. At any time prior to such cancelation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Notes Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Notes Custodian, to
reflect such reduction.

                  (g) Obligations with Respect to Transfers and Exchanges of
Notes.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate, Definitive
         Notes and Global Notes at the Registrar's request.

                  (ii) No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchanges or transfer pursuant to Sections 2.10, 3.06, 4.06, 4.08
         and 9.05 of this Indenture).

                  (iii) Prior to the due presentation for registration of
         transfer of any Note, the Company, the Trustee, the Paying Agent or the
         Registrar may deem and treat the person in whose name a Note is
         registered as the absolute owner of such Note for the purpose of
         receiving payment of principal of and interest on such Note and for all
         other purposes whatsoever, whether or not such Note is overdue, and
         none of the Company, the Trustee, the Paying Agent or the Registrar
         shall be affected by notice to the contrary.



<PAGE>
                                                                              12


                  (iv) All Notes issued upon any transfer or exchange pursuant
         to the terms of this Indenture shall evidence the same debt and shall
         be entitled to the same benefits under this Indenture as the Notes
         surrendered upon such transfer or exchange.

                  (h) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Note, a member of, or a participant in
         the Depositary or any other Person with respect to the accuracy of the
         records of the Depositary or its nominee or of any participant or
         member thereof, with respect to any ownership interest in the Notes or
         with respect to the delivery to any participant, member, beneficial
         owner or other Person (other than the Depositary) of any notice
         (including any notice of redemption or repurchase) or the payment of
         any amount, under or with respect to such Notes. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under the Notes shall be given or made only to the
         registered Holders (which shall be the Depositary or its nominee in the
         case of a Global Note). The rights of beneficial owners in any Global
         Note shall be exercised only through the Depositary subject to the
         applicable rules and procedures of the Depositary. The Trustee may rely
         and shall be fully protected in relying upon information furnished by
         the Depositary with respect to its members, participants and any
         beneficial owners.

                  (ii) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Note (including any transfers
         between or among Depositary participants, members or beneficial owners
         in any Global Note) other than to require delivery of such certificates
         and other documentation or evidence as are expressly required by, and
         to do so if and when expressly required by, the terms of this
         Indenture, and to examine the same to determine substantial compliance
         as to form with the express requirements hereof.

         2.4  Definitive Notes

                  (a) A Global Note deposited with the Depositary or with the
Trustee as Notes Custodian pursuant to Section 2.1 or issued in connection with
a Registered Exchange Offer or Private Exchange shall be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 and (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as a Depositary for such Global Note or if at any time the Depositary ceases to
be a "clearing agency" registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes




<PAGE>
                                                                              13


aware of such cessation, or (ii) an Event of Default has occurred and is
continuing or (iii) the Company, in its sole discretion, notifies the Trustee in
writing that it elects to cause the issuance of certificated Notes under this
Indenture.

                  (b) Any Global Note that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any certificated
Initial Note in the form of a Definitive Note delivered in exchange for an
interest in the Global Note shall, except as otherwise provided by Section
2.3(e), bear the Restricted Notes Legend.

                  (c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.

                  (d) In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Notes in fully
registered form without interest coupons.


<PAGE>




                                                                       EXHIBIT A


             FORM OF FACE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

                              [Global Notes Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                            [Restricted Notes Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER





<PAGE>
                                                                               2


THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

Each Definitive Note shall bear the following additional legend:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.


<PAGE>



No. [  ]                                                           $[__________]

                    8 7/8% Senior Subordinated Note due 2011

                                                              CUSIP No. [______]
                                                              [ISIN No: [     ]]

                  American Media Operations, Inc., a Delaware corporation,
promises to pay to [          ], or registered assigns, the principal sum [of
$_____________] [listed on the Schedule of Increases or Decreases in Global Note
attached hereto]1 on January 15, 2011.

                  Interest Payment Dates: January 15 and July 15.

                  Record Dates: January 1 and July 1.

----------
(1) Use the Schedule of Increases and Decreases language if Note is in global
form.

<PAGE>

                                                                               2

                  Additional provisions of this Note are set forth on the other
side of this Note.


                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.


                                           AMERICAN MEDIA OPERATIONS, INC.

                                           by

                                              -------------------------------
                                              Name:
                                              Title:


Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

         as Trustee, certifies
         that this is one of
         the Notes referred
         to in the Indenture.


By:
   ---------------------------------
    Authorized [Officer] [Signatory]






----------
*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".


<PAGE>


                                                                               3

         FORM OF REVERSE SIDE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

                    8 7/8% Senior Subordinated Note due 2011


1.  Interest

                  (a) American Media Operations, Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Note at the rate per annum shown above
until the principal hereof is paid or duly provided for. The Company shall pay
interest semiannually on January 15 and July 15 of each year. Interest on the
Notes shall accrue from the most recent date to which interest has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from
January 23, 2003. Interest shall be computed on the basis of a 360-day year or
twelve 30-day months.

                  (b) Liquidated Damages. The holder of this Note is entitled to
the benefits of an Exchange and Registration Rights Agreement, dated as of
January 23, 2003, among the Company, National Enquirer, Inc., Globe Editorial,
Inc., Globe Communications Corp., Star Editorial, Inc., National Examiner, Inc.,
Mira! Editorial, Inc., AM Auto World Weekly, Inc., American Media Consumer
Entertainment Inc., American Media Consumers Magazine Group, Inc., American
Media Newspaper Group, Inc., Country Music Media Group, Inc., American Media
Mini Mags, Inc., American Media Distribution & Marketing Group, Inc., American
Media Property Group, Inc., Distribution Services, Inc., NDSI, Inc., AMI Books,
Inc., AMI Films, Inc., Weider Publications, LLC and SYL Communications as
guarantors (the "Note Guarantors"), and the Initial Purchasers named therein
(the "Registration Agreement"). Capitalized terms used in this paragraph (b) but
not defined herein have the meanings assigned to them in the Registration
Agreement. If (i) the Shelf Registration Statement or the Exchange Offer
Registration Statement, as applicable under the Registration Agreement, is not
filed with the Commission on or prior to 135 days after the Issue Date, (ii) the
Shelf Registration Statement or the Exchange Offer Registration Statement, as
the case may be, is not declared effective within 195 days after the Issue Date,
(iii) the Registered Exchange Offer is not consummated on or prior to 225 days
after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 195 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 90 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company shall pay
liquidated damages to each holder of Transfer Restricted Notes, during the
period of such Registration Default, in an amount equal to $0.192 per week per
$1,000 principal amount of the Notes constituting Transfer Restricted Notes held
by such holder until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated





<PAGE>
                                                                               4


damages shall be paid to holders in the same manner as interest
payments on the Notes on semi-annual payment dates which correspond to interest
payment dates for the Notes. Following the cure of all Registration Defaults,
the accrual of liquidated damages shall cease. The Trustee shall have no
responsibility with respect to the determination of the amount of any such
liquidated damages. For purposes of the foregoing, "Transfer Restricted Notes"
means (i) each Initial Note until the date on which such Initial Note has been
exchanged for a freely transferable Exchange Note in the Registered Exchange
Offer, (ii) each Initial Note or Private Exchange Note (other than Initial Notes
issued in an offering registered under the Securities Act) until the date on
which such Initial Note or Private Exchange Note has been effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration
Statement or (iii) each Initial Note or Private Exchange Note until the date on
which such Initial Note or Private Exchange Note is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

2.  Method of Payment

                  The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the January 1 or July 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, liquidated damages
and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal, premium,
liquidated damages and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company. The
Company shall make all payments in respect of a certificated Note (including
principal, premium and interest), by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on the Notes may also
be made, in the case of a Holder of at least $1,000,000 aggregate principal
amount of Notes, by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3. Paying Agent and Registrar

                  Initially, J.P. Morgan Trust Company, National Association, a
national banking association (the "Trustee"), shall act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.



<PAGE>
                                                                               5


4. Indenture

                  The Company issued the Notes under an Indenture dated as of
January 23, 2003 (the "Indenture"), among the Company, the Note Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and
provisions of the Indenture, and Holders are referred to the Indenture and the
TIA for a statement of such terms and provisions.

                  The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the [Original] [Additional] [Private Exchange]
Notes referred to in the Indenture. The Notes include the Original Notes, the
Additional Notes and any Exchange Notes and Private Exchange Notes issued in
exchange for Initial Notes pursuant to the Indenture. The Original Notes, the
Additional Notes, the Exchange Notes and the Private Exchange Notes are treated
as a single class of securities under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of such Restricted Subsidiaries, enter into or permit certain transactions
with Affiliates, sell assets and enter into new lines of business. The Indenture
also imposes limitations on the ability of the Company to consolidate or merge
with or into any other Person or convey, transfer or lease all or substantially
all of the property of the Company.

                  To guarantee the due and punctual payment of the principal and
interest on the Notes and all other amounts payable by the Company under the
Indenture and the Notes when and as the same shall be due and payable, whether
at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, the Note Guarantors have jointly and severally
unconditionally guaranteed the Guaranteed Obligations on a senior subordinated
basis pursuant to the terms of the Indenture.




<PAGE>
                                                                               6


5. Optional Redemption

                  Except as set forth in the following paragraph, the Notes
shall not be redeemable at the option of the Company prior to January 15, 2007.
On or after January 15, 2007, the Notes shall be redeemable at the option of the
Company, in whole or in part, on not less than 30 nor more than 60 days' prior
notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest and liquidated damages
thereon, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the 12-month period commencing on
January 15 of the years set forth below:

<Table>
<Caption>
                                                                       REDEMPTION
                  YEAR                                                 PRICE
                  ---------------------------------------------------------------
<S>                                                                    <C>
                  2007                                                 104.438%
                  2008                                                 102.958%
                  2009                                                 101.479%
                  2010 and thereafter                                  100.000%
</Table>

                  In addition, prior to January 15, 2006, the Company may on one
or more occasions, also redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes (calculated giving effect to any issuance of
Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings (a)
by the Company or (b) by Holdings to the extent the Net Cash Proceeds thereof
are contributed to the Company or used to purchase Capital Stock (other than
Disqualified Stock) of the Company from the Company, at a redemption price equal
to 108.875% of the principal amount thereof, plus accrued and unpaid interest
and liquidated damages thereon, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however, that after giving
effect to any such redemption, at least 65% of the original aggregate principal
amount of the Notes (calculated giving effect to any issuance of Additional
Notes) remains outstanding. Any such redemption shall be made within 60 days of
such Equity Offering upon not less than 30 nor more than 60 days' notice mailed
to each holder of Notes being redeemed and otherwise in accordance with the
procedures set forth in the Indenture.

6. Sinking Fund

                  The Notes are not subject to any sinking fund.



<PAGE>
                                                                               7


7. Notice of Redemption

                  Notice of redemption shall be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at his or her registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and liquidated damages, if any, on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

8. Repurchase of Notes at the Option of Holders upon Change of Control

                  Upon a Change of Control, any Holder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Holder at a purchase
price equal to 101% of the principal amount of the Notes to be repurchased plus
accrued and unpaid interest and liquidated damages, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or
prior to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

                  In accordance with Section 4.06 of the Indenture, the Company
will be required to offer to purchase Notes upon the occurrence of certain
events.

9. Subordination

                  The Notes are subordinated to Senior Indebtedness, as defined
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Notes may be paid. The Company and each Note Guarantor
agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.

10. Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed.



<PAGE>
                                                                               8



11. Persons Deemed Owners

                  Except as provided in paragraph 2 hereof, the registered
Holder of this Note may be treated as the owner of it for all purposes.

12. Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

13. Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

14. Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (a)
the Indenture or the Notes may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes and (b) any default may be waived with
the written consent of the Holders of at least a majority in principal amount of
the outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder of Notes, the Company and the Trustee may
amend the Indenture or the Notes (a) to cure any ambiguity, omission, defect or
inconsistency; (b) to comply with Article 5 of the Indenture; (c) to provide for
uncertificated Notes in addition to or in place of certificated Notes; (d) to
add Note Guarantees with respect to the Notes; (e) to secure the Notes; (f) to
add additional covenants or to surrender rights and powers conferred on the
Company; (g) to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA; (h) to make any
change that does not adversely affect the rights of any Holder; (i) to make any
change in the subordination provisions of the Indenture that would limit or
terminate the benefits available to any holder of Senior Indebtedness of the
Company (or any representative thereof) under such subordination provisions; or
(j) to provide for the issuance of the Exchange Notes, Private Exchange Notes or
Additional Notes.




<PAGE>
                                                                               9


15. Defaults and Remedies

                  If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes shall become immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the outstanding Notes may rescind
any such acceleration with respect to the Notes and its consequences.

                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (a) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (b) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (c) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (d) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (e) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period. Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

16. Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.




<PAGE>
                                                                              10


17. No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Note Guarantor shall not have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Notes.

18. Authentication

                  This Note shall not be valid until an authorized officer or
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Note.

19. Abbreviations

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. Governing Law

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

21. CUSIP [and ISIN] Numbers

                  The Company has caused CUSIP [and ISIN] numbers to be printed
on the Notes and has directed the Trustee to use CUSIP [and ISIN] numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS NOTE.


<PAGE>
                                                                              11



                                 ASSIGNMENT FORM



To assign this Note, fill in the form below:

I or we assign and transfer this Note to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                 agent to transfer this Note on the books
of the Company. The agent may substitute another to act for him.


------------------------------------------------------------

Date:                  Your Signature:
      ----------------                 ---------------------


------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.


<PAGE>
                                                                              12



      CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
                              RESTRICTED SECURITIES


This certificate relates to $_________ principal amount of Notes held in (check
applicable space) ____ book-entry or _____ definitive form by the undersigned.

The undersigned (check one box below):

[ ]      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Note held by the Depositary a
         Note or Notes in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its beneficial
         interest in such Global Note (or the portion thereof indicated above);

[ ]      has requested the Trustee by written order to exchange or register the
         transfer of a Note or Notes.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

            (1)  [ ]    to the Company; or

            (2)  [ ]    to the Registrar for registration in the name of the
                        Holder, without transfer

            (3)  [ ]    pursuant to an effective registration statement under
                        the Securities Act of 1933; or

            (4)  [ ]    inside the United States to a "qualified institutional
                        buyer" (as defined in Rule 144A under the Securities Act
                        of 1933) that purchases for its own account or for the
                        account of a qualified institutional buyer to whom
                        notice is given that such transfer is being made in
                        reliance on Rule 144A, in each case pursuant to and in
                        compliance with Rule 144A under the Securities Act of
                        1933; or

            (5)  [ ]    outside the United States in an offshore transaction
                        within the meaning of Regulation S under the Securities
                        Act in compliance with Rule 904 under the Securities Act
                        of 1933 and such Note shall be held immediately after
                        the transfer through Euroclear and Clearstream until the
                        expiration of the Restricted Period (as defined in the
                        Indenture); or




<PAGE>
                                                                              13


            (6)  [ ]    to an institutional "accredited investor" (as defined in
                        Rule 501(a)(1), (2), (3) or (7) under the Securities Act
                        of 1933) that has furnished to the Trustee a signed
                        letter containing certain representations and
                        agreements; or

            (7)  [ ]    pursuant to another available exemption from
                        registration provided by Rule 144 under the Securities
                        Act of 1933.

            Unless one of the boxes is checked, the Trustee will refuse to
            register any of the Notes evidenced by this certificate in the name
            of any Person other than the registered holder thereof; provided,
            however, that if box (5), (6) or (7) is checked, the Trustee may
            require, prior to registering any such transfer of the Notes, such
            legal opinions, certifications and other information as the Company
            has reasonably requested to confirm that such transfer is being made
            pursuant to an exemption from, or in a transaction not subject to,
            the registration requirements of the Securities Act of 1933.


                                        --------------------------
                                        Your Signature

Signature Guarantee:

Date:
      -------------------               --------------------------
Signature must be guaranteed            Signature of Signature
by a participant in a                         Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

------------------------------------------------------------





              TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the





<PAGE>
                                                                              14


Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


Date:
      -------------------               -----------------------------
                                        NOTICE:  To be executed by
                                                 an executive officer


<PAGE>
                                                                              15



                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The initial principal amount of this Global Note is $[     ].
The following increases or decreases in this Global Note have been made:

<Table>
<Caption>
                                                                                              Signature of
                                                                       Principal amount of    authorized officer
                         Amount of decrease     Amount of increase     this Global Note       or signatory of
Date of                  in Principal  Amount   in Principal Amount    following such         Trustee or Notes
Exchange                 of this Global Note    of this Global Note    decrease or increase   Custodian
<S>                      <C>                    <C>                    <C>                    <C>




</Table>

<PAGE>
                                                                              16



                       OPTION OF HOLDER TO ELECT PURCHASE


                  IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:

ASSET DISPOSITION     [ ]           CHANGE OF CONTROLO          [ ]

                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE
AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE:                  YOUR SIGNATURE:
      ----------------                 ---------------------
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE)


SIGNATURE GUARANTEE:
                    ---------------------------------------
                    SIGNATURE MUST BE GUARANTEED BY A
                    PARTICIPANT IN A RECOGNIZED SIGNATURE
                    GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE
                    TRUSTEE


<PAGE>



                                                                       EXHIBIT B

                          FORM OF FACE OF EXCHANGE NOTE

                              [Global Notes Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


<PAGE>


                                                                               2

No.                                                                  $__________

                    8 7/8% Senior Subordinated Note due 2011

                                                                 CUSIP No. _____
                                                                 [ISIN No._____]

                  American Media Operations, Inc., a Delaware corporation,
promises to pay to [     ], or registered assigns, the principal sum [of
$__________] [listed on the Schedule of Increases or Decreases in Global Note
attached hereto]2 on January 15, 2011.

                  Interest Payment Dates: January 15 and July 15.

                  Record Dates: January 1 and July 1.








----------
(2) Use the Schedule of Increases and Decreases language if Note is in global
form.

<PAGE>
                                                                               3



                  Additional provisions of this Note are set forth on the other
side of this Note.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.

                                           AMERICAN MEDIA OPERATIONS, INC.

                                           by

                                              -------------------------------
                                              Name:
                                              Title:


Dated:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

         as Trustee, certifies
         that this is one of
         the Notes referred
         to in the Indenture.

         by
             --------------------------------
             Authorized [Officer] [Signatory]



----------
*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".


<PAGE>
                                                                               4



                      FORM OF REVERSE SIDE OF EXCHANGE NOTE

                    8 7/8% Senior Subordinated Note due 2011


1. Interest.

                  American Media Operations, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above until the
principal hereof is paid or duly provided for. The Company shall pay interest
semiannually on January 15 and July 15 of each year. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from January
23, 2003. Interest shall be computed on the basis of a 360-day year or twelve
30-day months.

2. Method of Payment

                  The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the January 1 or July 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including principal, premium and interest) shall
be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Note (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Notes may also be made, in the case of a Holder of
at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

                  Initially, J.P. Morgan Trust Company, National Association, a
national banking association (the "Trustee"), will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.




<PAGE>
                                                                               5


4. Indenture

                  The Company issued the Notes under an Indenture dated as of
January 23, 2003 (the "Indenture"), among the Company, the Note Guarantors (as
defined in the Indenture) and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "TIA"). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

                  The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the [Exchange] [Additional] Notes referred to in
the Indenture. The Notes include the Original Notes, the Additional Notes and
any Exchange Notes and Private Exchange Notes issued in exchange for the Initial
Notes pursuant to the Indenture. The Original Notes, the Additional Notes, the
Exchange Notes and the Private Exchange Notes are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to, among other things,
make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of capital stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, sell assets and enter into
new lines of business. The Indenture also imposes limitations on the ability of
the Company to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of the property of the Company.

                  To guarantee the due and punctual payment of the principal and
interest, if any, on the Notes and all other amounts payable by the Company
under the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, the Note Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior basis
subordinated pursuant to the terms of the Indenture.

5. Optional Redemption

                  Except as set forth in the following paragraph, the Notes
shall not be redeemable at the option of the Company prior to January 15, 2007.
On or after January 15, 2007, the Notes shall be redeemable at the option of the
Company, in whole or in part, on not less than 30 nor more than 60 days' prior
notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest and liquidated damages
thereon, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment





<PAGE>
                                                                               6


date), if redeemed during the 12-month period commencing on January 15, of the
years set forth below:

<Table>
<Caption>
                                                                                REDEMPTION
                  YEAR                                                          PRICE
                  ------------------------------------------------------------------------
<S>                                                                             <C>
                  2007                                                          104.438%
                  2008                                                          102.958%
                  2009                                                          101.479%
                  2010 and thereafter                                           100.000%
</Table>

                  In addition, prior to January 15, 2006, the Company may, on
one or more occasions, also redeem up to a maximum of 35% of the original
aggregate principal amount of the Notes (calculated giving effect to any
issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity
Offerings (a) by the Company or (b) by Holdings to the extent the Net Cash
Proceeds thereof are contributed to the Company or used to purchase Capital
Stock (other than Disqualified Stock) of the Company from the Company, at a
redemption price equal to 108.875% of the principal amount thereof, plus accrued
and unpaid interest and liquidated damages thereon, if any, to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that after giving effect to any such redemption, at least 65% of the original
aggregate principal amount of the Notes (calculated giving effect to any
issuance of Additional Notes) remains outstanding. Any such redemption shall be
made within 60 days of such Equity Offering upon not less than 30 nor more than
60 days' notice mailed to each holder of Notes being redeemed and otherwise in
accordance with the procedures set forth in the Indenture.

6. Sinking Fund

                  The Notes are not subject to any sinking fund.

7. Notice of Redemption

                  Notice of redemption shall be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at his or her registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and liquidated damages, if any, on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.





<PAGE>
                                                                               7


8. Repurchase of Notes at the Option of Holders upon Change of Control

                  Upon a Change of Control, any Holder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Holder at a purchase
price equal to 101% of the principal amount of the Notes to be repurchased plus
accrued and unpaid interest and liquidated damages, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date that is on or
prior to the date of purchase) as provided in, and subject to the terms of, the
Indenture.

                  In accordance with Section 4.06 of the Indenture, the Company
will be required to offer to purchase Notes upon the occurrence of certain
events.

9. Subordination

                  The Notes are subordinated to Senior Indebtedness, as defined
in the Indenture. To the extent provided in the Indenture, Senior Indebtedness
must be paid before the Notes may be paid. The Company and each Note Guarantor
agrees, and each Holder by accepting a Note agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.


10. Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Notes in accordance with the Indenture. Upon any transfer or exchange,
the Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed or 15 days before an interest payment date.

11. Persons Deemed Owners

                  Except as provided in paragraph 2 hereof, the registered
Holder of this Note may be treated as the owner of it for all purposes.

12. Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written





<PAGE>
                                                                               8


request unless an abandoned property law designates another Person. After any
such payment, Holders entitled to the money must look only to the Company and
not to the Trustee for payment.

13. Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

14. Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (a)
the Indenture or the Notes may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes and (b) any default may be waived with
the written consent of the Holders of at least a majority in principal amount of
the outstanding Notes. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder of Notes, the Company and the Trustee may
amend the Indenture or the Notes (a) to cure any ambiguity, omission, defect or
inconsistency; (b) to comply with Article 5 of the Indenture; (c) to provide for
uncertificated Notes in addition to or in place of certificated Notes; (d) to
add Note Guarantees with respect to the Notes; (e) to secure the Notes; (f) to
add additional covenants or to surrender rights and powers conferred on the
Company; (g) to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA; (h) to make any
change that does not adversely affect the rights of any Holder; (i) to make any
change in the subordination provisions of the Indenture that would limit or
terminate the benefits available to any holder of Senior Indebtedness of the
Company (or any representative thereof) under such subordination provisions; or
(j) to provide for the issuance of the Exchange Notes, Private Exchange Notes or
Additional Notes.

15. Defaults and Remedies

                  If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes shall become immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the outstanding Notes may rescind
any such acceleration with respect to the Notes and its consequences.




<PAGE>
                                                                               9


                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense and certain other conditions are complied with. Except to
enforce the right to receive payment of principal, premium (if any) or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (a) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (b) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy, (c) such Holders have offered the Trustee reasonable security or
indemnity against any loss, liability or expense, (d) the Trustee has not
complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (e) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period. Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Notes are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

16. Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

17. No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or any Note Guarantor shall not have any liability for any obligations
of the Company under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Note, each Holder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Notes.


<PAGE>
                                                                              10



18. Authentication

                  This Note shall not be valid until an authorized officer or
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Note.

19. Abbreviations

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. Governing Law

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

21. CUSIP [and ISIN] Numbers

                  The Company has caused CUSIP [and ISIN] numbers to be printed
on the Notes and has directed the Trustee to use CUSIP [and ISIN] numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS NOTE.


<PAGE>
                                                                              11



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to


       (Print or type assignee's name, address and zip code)

       (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                           agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him.


------------------------------------------------------------

Date:                  Your Signature:
      ----------------                 ---------------------


------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.


<PAGE>
                                                                              12



                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                  The initial principal amount of this Global Note is $[      ].
The following increases or decreases in this Global Note have been made:

<Table>
<Caption>
                                                                                              Signature of
                                                                       Principal amount of    authorized officer
                         Amount of decrease     Amount of increase     this Global Note       or signatory of
Date of                  in Principal Amount    in Principal Amount    following such         Trustee or Notes
Exchange                 of this Global Note    of this Global Note    decrease or increase   Custodian
<S>                      <C>                    <C>                    <C>                    <C>



</Table>


<PAGE>
                                                                              13



                       OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL)
OF THE INDENTURE, CHECK THE BOX:

ASSET DISPOSITION     [ ]           CHANGE OF CONTROLO          [ ]


                  IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED
BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE
AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$


DATE:                  YOUR SIGNATURE:
      ----------------                 ---------------------
                                            (SIGN EXACTLY AS YOUR NAME  APPEARS
ON THE OTHER SIDE OF THE NOTE)


SIGNATURE GUARANTEE:
                    ---------------------------------------
                    SIGNATURE MUST BE GUARANTEED BY A
                    PARTICIPANT IN A RECOGNIZED SIGNATURE
                    GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE
                    TRUSTEE.


<PAGE>




                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL INDENTURE


                           SUPPLEMENTAL INDENTURE (this "Supplemental
                  Indenture") dated as of            -, among [GUARANTOR] (the
                  "New Guarantor"), a subsidiary of AMERICAN MEDIA OPERATIONS,
                  INC. (or its successor), a Delaware corporation (the
                  "Company"), and J.P. MORGAN TRUST COMPANY, NATIONAL
                  ASSOCIATION, a national banking association, as trustee under
                  the indenture referred to below (the "Trustee").


                                   WITNESSETH:


                  WHEREAS the Company and Existing Guarantors has heretofore
executed and delivered to the Trustee an Indenture (the "Indenture") dated as of
January 23, 2003, providing for the issuance initially of an aggregate principal
amount of $150,000,000 of 87/8% Senior Subordinated Notes due 2011 (the
"Notes");

                  WHEREAS Section 4.11 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all the Company's obligations
under the Notes pursuant to a Note Guarantee on the terms and conditions set
forth herein; and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;


                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:

                  1. Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally with all the Existing Guarantors, to unconditionally
guarantee the Company's obligations under the Notes on the terms and subject to
the conditions set forth in Articles 11 and 12 of the Indenture and to be bound
by all other applicable provisions of the Indenture and the Notes.

                  2. 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





<PAGE>


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.

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

                  4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

                  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.


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


                                    [NEW GUARANTOR]



                                      by
                                         ---------------------------------------
                                           Name:
                                           Title:

                                    AMERICAN MEDIA OPERATIONS, INC.



                                      by
                                         ---------------------------------------
                                           Name:
                                           Title:


                                    J.P. MORGAN TRUST COMPANY, NATIONAL
                                    ASSOCIATION, as Trustee


                                      by
                                         ---------------------------------------
                                           Name:
                                           Title:


<PAGE>



                                                                       EXHIBIT D

                                     Form of
                       Transferee Letter of Representation


American Media Operations, Inc.

c/o J.P. Morgan Trust Company, National Association
2001 Bryan Street, 9th Floor,
Dallas, Texas 75201

Ladies and Gentlemen:


         This certificate is delivered to request a transfer of $[ ] principal
amount of the 87/8% Senior Subordinated Notes due 2011 (the "Notes") of American
Media Operations, Inc. (the "Company").

         Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

Name:
     ------------------------

Address:
        ---------------------

Taxpayer ID Number:
                   ----------

         The undersigned represents and warrants to you that:

         1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.

         2. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes to offer, sell or otherwise transfer
such Notes prior to the date that is two years after the later of the date of
original issue and the last date on which the Company or any affiliate of the
Company





<PAGE>



                                                                               2
was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (a) to the Company, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that is purchasing for its own
account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Notes of
$250,000, or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in
the form of this letter to the Company and the Trustee, which shall provide,
among other things, that the transferee is an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Notes for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to the
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of
an opinion of counsel, certifications or other information satisfactory to the
Company and the Trustee.



                                        TRANSFEREE:
                                                   -----------------

                                        by:
                                           ---------------------------