================================================================================
--------------------------------------------------------------------------------



                                CREDIT AGREEMENT


                                   dated as of


                                  May 7, 1999,


                             as Amended and Restated
                             as of November 1, 1999,


                                      among


                              AMERICAN MEDIA, INC.,


                        AMERICAN MEDIA OPERATIONS, INC.,


                            The Lenders Party Hereto


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                             CHASE SECURITIES INC.,
                                   as Arranger



--------------------------------------------------------------------------------
================================================================================

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
<S>                         <C>                                                                        <C>
                                    ARTICLE I

                                   Definitions
                                   -----------

SECTION 1.01.               Defined Terms.........................................................       1
SECTION 1.02.               Classification of Loans and Borrowings................................       3
SECTION 1.03.               Terms Generally ......................................................       3
SECTION 1.04.               Accounting Terms; GAAP; Treatment


                                   ARTICLE II

                                   The Credits
                                   -----------

SECTION 2.01.               Commitments...........................................................       3
SECTION 2.02.               Loans and Borrowings..................................................       3
SECTION 2.03.               Requests for Borrowings...............................................       3
SECTION 2.04.               Swingline Loans.......................................................       3
SECTION 2.05.               Letters of Credit.....................................................       3
SECTION 2.06.               Funding of Borrowings.................................................       4
SECTION 2.07.               Interest Elections....................................................       4
SECTION 2.08.               Termination and Reduction of Commitments..............................       4
SECTION 2.09.               Repayment of Loans; Evidence of Debt..................................       4
SECTION 2.10.               Amortization of Term Loans............................................       4
SECTION 2.11.               Prepayment of Loans...................................................       4
SECTION 2.12.               Fees..................................................................       5
SECTION 2.13.               Interest..............................................................       5
SECTION 2.14.               Alternate Rate of Interest............................................       5
SECTION 2.15.               Increased Costs.......................................................       5
SECTION 2.16.               Break Funding Payments................................................       5
SECTION 2.17.               Taxes.................................................................       5
SECTION 2.18.               Payments Generally; Pro Rata Treatment; Sharing of Setoffs............       6
SECTION 2.19.               Mitigation Obligations; Replacement of Lenders.......................        6


                                       i


<PAGE>


                                   ARTICLE III

                          Representations and Warrants
                          ----------------------------

SECTION 3.01.               Organization; Powers..................................................       6
SECTION 3.02.               Authorization; Enforceability.........................................       6
SECTION 3.03.               Governmental Approvals; No Conflicts..................................       6
SECTION 3.04.               Financial Condition; No Material Adverse Change.......................       6
SECTION 3.05.               Properties............................................................       6
SECTION 3.06.               Litigation and Environmental Matters..................................       6
SECTION 3.07.               Compliance with Laws and Agreements...................................       6
SECTION 3.08.               Investment and Holding Company Status.................................       6
SECTION 3.09.               Taxes.................................................................       6
SECTION 3.10.               ERISA.................................................................       6
SECTION 3.11.               Disclosure............................................................       6
SECTION 3.12.               Subsidiaries..........................................................       6
SECTION 3.13.               Insurance.............................................................       6
SECTION 3.14.               Labor Matters.........................................................       6
SECTION 3.15.               Solvency..............................................................       6
SECTION 3.16.               Senior Indebtedness...................................................       7
SECTION 3.17.               Year 2000.............................................................       7
SECTION 3.18.               Security Documents....................................................       7
SECTION 3.19.               Restatement Acquisition...............................................       7
SECTION 3.20.               Capitalization of Holdings............................................       7


                                   ARTICLE IV

                                   Conditions
                                   ----------

SECTION 4.01.               Effective Date........................................................       7
SECTION 4.02.               Each Credit Event.....................................................       7


                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

SECTION 5.01.               Financial Statements and Other Information............................       7
SECTION 5.02.               Notices of Material Events............................................       8
SECTION 5.03.               Information Regarding Collateral......................................       8
SECTION 5.04.               Existence; Conduct of Business........................................       8
SECTION 5.05.               Payment of Obligations................................................       8
SECTION 5.06.               Maintenance of Properties.............................................       8
SECTION 5.07.               Insurance.............................................................       8
SECTION 5.08.               Casualty and Condemnation.............................................       8



                                       ii


<PAGE>


SECTION 5.09.               Books and Records; Inspection and
SECTION 5.10.               Compliance with Laws..................................................       8
SECTION 5.11.               Use of Proceeds and Letters of Credit.................................       8
SECTION 5.12.               Additional Subsidiaries...............................................       8
SECTION 5.13                Further Assurances....................................................       8
SECTION 5.14.               Interest Rate Protection..............................................       8
SECTION 5.15.               Redemption of Existing Notes..........................................       8

                                   ARTICLE VI

                               Negative Covenants
                               ------------------

SECTION 6.01.               Indebtedness; Certain Equity Securities...............................       8
SECTION 6.02.               Liens.................................................................       8
SECTION 6.03.               Fundamental Changes...................................................       8
SECTION 6.04.               Investments, Loans, Advances,  Guarantees and Acquisitions............
SECTION 6.05                Asset Sales...........................................................       9
SECTION 6.06.               Sale and Leaseback Transactions.......................................       9
SECTION 6.07.               Hedging Agreements....................................................       9
SECTION 6.08.               Restricted Payments; Certain Payments of Indebtedness.................
SECTION 6.09.               Transactions with Affiliates..........................................       9
SECTION 6.10.               Restrictive Agreements................................................       9
SECTION 6.11.               Amendment of Material Documents.......................................       9
SECTION 6.12.               Leverage Ratio........................................................       9
SECTION 6.13.               Senior Leverage Ratio.................................................       9
SECTION 6.14.               Consolidated Interest Expense Coverage Ratio..........................       9
SECTION 6.15.               Consolidated Fixed Charge Coverage Ratio..............................       9
SECTION 6.16.               Capital Expenditures..................................................      10

                                   ARTICLE VII

                                  Events of Default...............................................      10
                                  -----------------


                                      iii


<PAGE>


                                  ARTICLE VIII

                                     The Agents...................................................      10
                                     ----------

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

SECTION 9.01.               Notices...............................................................      10
SECTION 9.02.               Waivers; Amendments...................................................      10
SECTION 9.03.               Expenses; Indemnity; Damage Waiver....................................      10
SECTION 9.04.               Successors and Assigns................................................      11
SECTION 9.05.               Survival..............................................................      11
SECTION 9.06.               Counterparts; Integration; Effectiveness..............................      11
SECTION 9.07.               Severability..........................................................      11
SECTION 9.08.               Right of Setoff.......................................................      11
SECTION 9.09.               Governing Law; Jurisdiction; Consent to Service of Process............      11
SECTION 9.10.               WAIVER OF JURY TRIAL..................................................      11
SECTION 9.11.               Headings..............................................................      11
SECTION 9.12.               Confidentiality.......................................................      11
SECTION 9.13.               Interest Rate Limitation..............................................      11
SECTION 9.14.               Original Credit Agreement; Effectiveness
                              of Amendment and Restatement........................................      11


SCHEDULES:
---------

Schedule 1.01(a)            -- Mortgaged Property
Schedule 1.01(b)            -- Restatement Mortgaged Property
Schedule 2.01               -- Commitments
Schedule 3.05(b)            -- Intellectual Property
Schedule 3.05(c)            -- Real Property
Schedule 3.05(d)            -- Real Property Purchase Rights
Schedule 3.06               -- Disclosed Matters
Schedule 3.12               -- Subsidiaries
Schedule 3.13               -- Insurance
Schedule 3.18(d)            -- Mortgaged Property Filing Offices
Schedule 6.01               -- Existing Indebtedness
Schedule 6.02               -- Existing Liens
Schedule 6.04               -- Investments
Schedule 6.10               -- Existing Restrictions



                                       iv

<PAGE>


EXHIBITS:
--------

Exhibit A   -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of Borrower's Counsel
Exhibit B-2 -- Form of Opinion of Local Counsel
Exhibit C   -- Guarantee Agreement
Exhibit D   -- Indemnity, Subrogation and Contribution Agreement
Exhibit E   -- Pledge Agreement
Exhibit F   -- Security Agreement
</TABLE>
                                       v



<PAGE>


                       CREDIT AGREEMENT dated as of May 7, 1999, as amended and
                  restated as of November 1, 1999, among AMERICAN MEDIA INC.,
                  AMERICAN MEDIA OPERATIONS, INC., the LENDERS party hereto, and
                  THE CHASE MANHATTAN BANK, as Administrative Agent.

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions
                                   -----------

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Acquired Businesses" means the stock of GCC and the assets
and liabilities of GII to be acquired pursuant to the Purchase Agreement.

                  "Acquisition" means the Merger and the other transactions
contemplated by the Merger Agreement and the other Acquisition Documents.

                  "Acquisition Documents" means the Merger Agreement and the LLC
Agreement.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                                       1

<PAGE>


                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Percentage" means, with respect to any Revolving
Lender, the percentage of the total Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

                  "Applicable Rate" means, for any day (a) with respect to any
Tranche B Term Loan or Tranche B-1 Term Loan, (i) 2.50% per annum, in the case
of an ABR Loan, or (ii) 3.50% per annum, in the case of a Eurodollar Loan, and
(b) with respect to any ABR Loan or Eurodollar Loan that is a Revolving Loan or
a Tranche A Term Loan or any ABR Loan that is a Swingline Loan, or with respect
to the commitment fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption "ABR Spread", "Eurodollar
Spread" or "Commitment Fee Rate", as the case may be, based upon the Leverage
Ratio as of the most recent determination date; provided that until the date
that is six months after the Effective Date the "Applicable Rate" for purposes
of clause (b) shall be the applicable rate per annum set forth below in Category
1:
<TABLE>
<CAPTION>
================================================================================
                                     ABR         Eurodollar       Commitment Fee
        Leverage Ratio:            Spread          Spread              Rate
--------------------------------------------------------------------------------
<S>                <C>
          Category 1
          ----------
 Greater than or equal to 5.50
            to 1.00                 2.00%           3.00%             0.50%
--------------------------------------------------------------------------------

          Category 2
          ----------
 Less than 5.50 to 1.00 but greater
            to 1.00                 2.00%           3.00%             0.50%
--------------------------------------------------------------------------------

          Category 3
          ----------
  Less than 5.00 to 1.00 but
 greater than or equal to 4.50
            to 1.00                 1.50%           2.50%             0.50%
--------------------------------------------------------------------------------

          Category 4
          ----------
  Less than 4.50 to 1.00 but
 greater than or equal to 4.00
            to 1.00                 1.25%           2.25%             0.50%
--------------------------------------------------------------------------------

          Category 5
          ----------
  Less than 4.00 to 1.00 but
 greater than or equal to 3.50
            to 1.00                 1.00%           2.00%             0.375%
--------------------------------------------------------------------------------

          Category 6
    Less than 3.50 to 1.00          0.75%           1.75%             0.375%
================================================================================
</TABLE>
                  For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 (A) at any time that
an Event of Default has occurred and is continuing or (B) at the option of the
Administrative Agent or at the request of the Required Lenders if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b) during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.


                                       2
<PAGE>


                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrower" means American Media Operations, Inc., a Delaware
corporation.

                  "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Canadian GAAP" means generally accepted accounting principles
in Canada.

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and its Restricted Subsidiaries that are (or would be) set forth in a
consolidated statement of cash flows of the Borrower and its Restricted
Subsidiaries for such period prepared in accordance with GAAP and (b) Capital
Lease Obligations incurred by the Borrower and its Restricted Subsidiaries
during such period.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Change in Control" means:

                                       3

<PAGE>
                  (a)(i) the acquisition of ownership, directly or indirectly,
         beneficially or of record, by any Person other than Holdings of any
         Equity Interest in the Borrower (other than up to 20% of the common
         stock of the Borrower held by Persons other than Holdings in accordance
         with Section 6.03(e)), (ii) during any period of two consecutive years,
         individuals who at the beginning of such period constituted the board
         of directors of Holdings (together with any new directors whose
         election by such board of directors of Holdings or whose nomination for
         election by the stockholders of Holdings was approved by a vote of at
         least 66-2/3% of the directors of Holdings then still in office who
         were either directors at the beginning of such period or whose
         nomination for election was previously so approved) ceasing for any
         reason to constitute a majority of the board of directors of Holdings,
         or (iii) the occurrence of a "Change of Control", as defined in the
         Subordinated Debt Documents or the Holdings Discount Notes Documents;

                  (b) prior to the first public offering of common Equity
         Interests of Holdings, EMP Group L.L.C. ceasing 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 Equity Interests of Holdings, whether as a
         result of issuance of securities of Holdings, any merger,
         consolidation, liquidation or dissolution of Holdings, any direct or
         indirect transfer of securities by EMP Group L.L.C. or otherwise (for
         purposes of this clause (b) and clause (c) below, EMP Group L.L.C.
         shall be deemed to beneficially own any voting Equity Interests of an
         entity (the "specified entity") held by any other entity (the "Holdings
         entity") so long as EMP Group L.L.C. beneficially owns (as so defined),
         directly or indirectly, in the aggregate a majority of the voting power
         of the voting Equity Interests of the Holdings entity);

                                       4

<PAGE>

                  (c)(i) any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act), other than EMP Group L.L.C., being or
         becoming the beneficial owner (as defined in clause (b) above, except
         that for purposes of this clause (c) 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 30% of
         the total voting power of the voting Equity Interests of Holdings and
         (ii) EMP Group L.L.C. "beneficially owning" (as defined in clause (b)
         above), directly or indirectly, in the aggregate a lesser percentage of
         the total voting power of the voting Equity Interests of Holdings than
         such other person and not having the right or ability by voting power,
         contract or otherwise to elect or designate for election a majority of
         the board of directors of Holdings (for the purposes of this clause
         (c), such other person shall be deemed to beneficially own any voting
         Equity Interests of a specified entity held by a Holdings entity, if
         such other person is the beneficial owner (as defined in this clause
         (c)), directly or indirectly, of more than 30% of the voting power of
         the voting Equity Interests of such Holdings entity and EMP Group
         L.L.C. "beneficially owns" (as defined in clause (b) above), directly
         or indirectly, in the aggregate a lesser percentage of the voting power
         of the voting Equity Interests of such Holdings entity and does 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 Holdings entity); or

                  (d) Evercore no longer having the direct or indirect power to
         appoint a majority of the managers of (or other individuals comprising)
         the board of managers or other governing body of EMP Group L.L.C.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the Effective Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the Effective Date or (c) compliance by any Lender or the
Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender's or the Issuing Bank's holding company, if any) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the Effective Date.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Tranche B-1 Term
Loans or Swingline Loans and, when used in reference to any Commitment, refers
to whether such Commitment is a Revolving Commitment, Tranche A Commitment,
Tranche B Commitment or Tranche B-1 Commitment.

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

                                       5
<PAGE>

                  "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

                  "Collateral Agent" means the "Collateral Agent", as defined in
the Security Agreement.

                  "Commitment" means a Revolving Commitment, Tranche A
Commitment, Tranche B Commitment or Tranche B-1 Commitment, or any combination
thereof (as the context requires).

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period (adjusted to exclude any extraordinary losses, charges or
gains and to exclude any gain or loss recognized in connection with the sale of
any assets outside the ordinary course of business), plus, without duplication
and to the extent deducted from revenues in determining Consolidated Net Income,
the sum of (a) the aggregate amount of interest expense for such period, (b) the
aggregate amount of income tax expense for such period, (c) all amounts
attributable to depreciation, amortization and other noncash charges (excluding
any such charge that (i) consists of or requires an accrual of, or cash reserve
for, any anticipated cash changes for any prior or in any future period or (ii)
consists of a writedown or writeoff of any current assets) for such period,
including the amortization of debt discounts and deferred financing charges, all
as determined on a consolidated basis with respect to the Borrower and the
Restricted Subsidiaries in accordance with GAAP, (d) the aggregate amount of
management fees paid to Affiliates of the Borrower in such period pursuant to
Section 6.09, (e) payments made by the Borrower and its Restricted Subsidiaries
in such period pursuant to profit sharing plans; provided that such payments are
discretionary under the terms of such plans, (f) the aggregate amount, not to
exceed $5,000,000, of nonrecurring charges resulting from severance,
restructuring, corporate relocation expenses and other adjustments made as a
result of or in connection with the Transactions and recognized on or prior to
the date that is 18 months subsequent to the Effective Date and (g) any
nonrecurring cash expenses or charges (not exceeding $5,000,000 in the aggregate
for such period) related to any initial public offering, investment, Permitted
Acquisition or Indebtedness, and minus the amount of any Restricted Payments
made to Holdings by the Borrower pursuant to Section 6.08(a)(iv) (as such amount
may be supplemented in accordance with Section 6.08(a)(viii)) during such period
to the extent of any losses, charges or expenses that reduced Holdings' net
income (or increased its net loss) during such period. For purposes of
calculating Consolidated EBITDA for any period (each, a "Reference Period") in
connection with a determination of the Leverage Ratio or the Senior Leverage
Ratio for such period, if during such Reference Period (or, in the case of pro
forma calculations, during the period from the last day of such Reference Period
to and including the date as of which such calculation is made) the Borrower or
any Restricted Subsidiary shall have made a Material Disposition or Material
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated
after giving pro forma effect thereto as if such Material Disposition or
Material Acquisition occurred on the first day of such Reference Period (with
the Reference Period for the purposes of pro forma calculations being the most
recent period of four consecutive fiscal quarters for which the relevant
financial information is available); provided that such pro forma calculations
shall give effect to operating expense reductions and other cost savings only to
the extent that such reductions and savings are approved by the Administrative
Agent and realization thereof is reasonably expected by the Borrower to be
achieved within six months after such Material Acquisition or Material
Disposition. As used in this definition, "Material Acquisition" means any
Permitted Acquisition or series of related Permitted Acquisitions that involves
consideration (including any noncash consideration) with a fair market value in
excess of $5,000,000; and "Material Disposition" means any disposition of
property or series of related dispositions of property that involves assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the Equity Interests of a Subsidiary.

                  "Consolidated Fixed Charges" means, for any period, the sum of
(a) Consolidated Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments of Long-Term Indebtedness made during such period
by the Borrower or any Restricted Subsidiary to any Person other than the
Borrower or any wholly owned Restricted Subsidiary and (c) the aggregate amount
of scheduled principal payments of Long-Term Indebtedness that would have been
required to be made during such period by the Borrower or any Restricted
Subsidiary to the extent any such scheduled payment is not required to be made
by reason of any optional prepayment (other than an optional prepayment to the
extent financed with the proceeds of an incurrence of Long-Term Indebtedness)
made within one year prior to the date such scheduled principal payment would
have been due.


                                       6
<PAGE>

                  "Consolidated Interest Expense" means, for any period, the sum
of (a) interest expense (including the interest component in respect of Capital
Lease Obligations but excluding the amortization of debt discounts, deferred
financing charges and other non-cash interest expenses) of the Borrower and the
Restricted Subsidiaries during such period, determined on a consolidated basis
in accordance with GAAP, and (b) the amount of any Restricted Payments made by
the Borrower to Holdings pursuant to Section 6.08(a)(vii)(B) during such period.

                  "Consolidated Net Income" means, for any period, net income or
loss of the Borrower and the Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income of any Person in which any other Person (other than the
Borrower or any of the Restricted Subsidiaries or any director holding
qualifying shares in compliance with applicable law) has an ownership interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of the Restricted Subsidiaries by such Person during
such period, and (b) the income (or loss) of any Person accrued prior to the
date it becomes a Restricted Subsidiary or is merged into or consolidated with
the Borrower or any of the Restricted Subsidiaries or the date that Person's
assets are acquired by the Borrower or any of the Restricted Subsidiaries.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Debt Tender Offer" means the tender offer and consent
solicitation made by the Borrower for all the outstanding Existing Notes
pursuant to the Debt Tender Offer Materials and the provisions of the Merger
Agreement.

                  "Debt Tender Offer Materials" means the offer to purchase
distributed by the Borrower to holders of the Existing Notes with respect to the
Debt Tender Offer, and all related materials similarly distributed in accordance
with this Agreement.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosed Matters" means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.06.

                                       7
<PAGE>

                  "Disqualified Stock" means, with respect to any Person, any
Equity Interest 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 Equity Interests convertible or
         exchangeable solely at the option of Holdings, the Borrower or a
         Restricted Subsidiary; provided that any such conversion or exchange
         shall be deemed an issuance of Disqualified Stock, as applicable); or

                  (c) is redeemable, or subject to mandatory purchase by
         Holdings, the Borrower or any Subsidiary, at the option of the holder
         thereof, in whole or in part.

                  "dollars" or "$" refers to lawful money of the United States
         of America.

                  "Effective Date" means May 7, 1999, the date on which the
conditions specified in Section 4.01 of the Original Credit Agreement were
satisfied.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources or the management, release or threatened release of any Hazardous
Material.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of Holdings, the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

                                       8

<PAGE>


                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.


                                       9
<PAGE>


                  "Evercore" means Evercore Partners Inc. and any investment
fund Controlled by Evercore Partners Inc.

                  "Excess Cash Flow" means, for any fiscal year, the sum
(without duplication) of:

                  (a) Consolidated Net Income for such fiscal year, adjusted to
         exclude any gains or losses attributable to Prepayment Events; plus

                  (b) depreciation, amortization and other non-cash charges or
         losses deducted in determining such Consolidated Net Income for such
         fiscal year; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such fiscal year plus (ii) the net amount, if
         any, by which the long-term consolidated deferred revenues of the
         Borrower and its Restricted Subsidiaries increased during such fiscal
         year; minus

                  (d) the sum of (i) any noncash gains included in determining
         such Consolidated Net Income for such fiscal year plus (ii) the amount,
         if any, by which Net Working Capital increased during such fiscal year
         plus (iii) the net amount, if any, by which the long-term consolidated
         deferred revenues of the Borrower and its Restricted Subsidiaries
         decreased during such fiscal year; minus

                  (e) the sum of (i) Capital Expenditures for such fiscal year
         (except to the extent attributable to the incurrence of Capital Lease
         Obligations or otherwise financed by incurring Long-Term Indebtedness
         or attributable to the reinvestment of Net Proceeds of a Prepayment
         Event) plus (ii) cash consideration paid during such fiscal year to
         make acquisitions or other capital investments (except to the extent
         financed by incurring Long-Term Indebtedness or attributable to the
         reinvestment of Net Proceeds of a Prepayment Event); minus

                  (f) the aggregate principal amount of Long-Term Indebtedness
         repaid or prepaid by the Borrower and its Restricted Subsidiaries
         during such fiscal year, excluding (i) Indebtedness in respect of
         Swingline Loans, Revolving Loans and Letters of Credit, (ii) Term Loans
         prepaid pursuant to Section 2.11(c) or (d) and (iii) repayments or
         prepayments of Long-Term Indebtedness financed by incurring other
         Long-Term Indebtedness.


                                       10

<PAGE>


                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.17(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.17(e).

                  "Existing Credit Agreement" means the Fourth Amended and
Restated Credit Agreement dated as of June 5, 1998, among the Borrower, certain
of its subsidiaries, certain banks from time to time parties thereto and The
Chase Manhattan Bank, as agent.

                  "Existing Notes" means the 11-5/8% Senior Subordinated Notes
due 2004 of the Borrower.

                  "Existing Notes Indenture" means the Indenture dated as of
November 1, 1994, between the Borrower (f/k/a Enquirer/Star, Inc.) and United
States Trust Company of New York, as trustee, as amended pursuant to the Debt
Tender Offer.


                                       11
<PAGE>


                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "Financing Transactions" means the transactions undertaken by
Holdings, the Borrower and the Subsidiary Loan Parties in connection with the
execution and delivery of the Original Credit Agreement and the Subordinated
Debt Documents, the issuance of the Subordinated Debt and the borrowing of the
initial Loans.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "GCC" means Globe Communications Corp., a Delaware
corporation.

                  "GII" means Globe International Inc., a corporation
incorporated under the laws of Canada.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                                       12

<PAGE>


                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                  "Guarantee Agreement" means the Guarantee Agreement, entered
into in connection with the Original Credit Agreement, attached hereto as
Exhibit C, among Holdings, the Subsidiary Loan Parties and the Collateral Agent
for the benefit of the Secured Parties.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "Holdings" means American Media, Inc., a Delaware corporation.

                                       13

<PAGE>


                  "Holdings Discount Notes" means discount notes of Holdings (a)
that are issued on a single date that is after the Effective Date, (b) with an
initial aggregate accreted value of up to $25,000,000, (c) with respect to which
no cash interest shall be payable until the fifth anniversary of issuance and
cash interest shall be payable semi-annually after such fifth anniversary, (d)
that mature no earlier than the tenth anniversary of issuance and do not require
any amortization or other required redemption or repayment prior to maturity
(other than redemption on the fifth anniversary of issuance of a portion of such
discount notes not exceeding the Holdings Discount Notes Redemption Amount at a
redemption price of 100% of the principal amount so redeemed), (e) that are not
Guaranteed by the Borrower or any Subsidiary, (f) the Net Proceeds of the
issuance of which are contributed as common equity to the Borrower and (g) that
have such other terms and conditions (including with respect to covenants and
events of default) that (i) are customary for high-yield discount notes issued
by holding companies and (ii) are approved by the Administrative Agent.

                  "Holdings Discount Notes Documents" means the indenture under
which the Holdings Discount Notes are issued and all other instruments,
agreements and other documents evidencing or governing the Holdings Discount
Notes or providing for any other right in respect thereof.

                  "Holdings Discount Notes Redemption Amount" means the amount
equal to (a)(i) the excess of the aggregate accreted value of Holdings Discount
Notes on the fifth anniversary of the date of their issuance over (ii) the
aggregate accreted value of the Holdings Discount Notes on the date of their
issuance, less (b) an amount equal to simple interest for one year on the
aggregate accreted value of the Holdings Discount Notes on the date of their
issuance at a per annum rate equal to the yield to maturity of such Holdings
Discount Notes.


                                       14
<PAGE>


                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" means the
Indemnity, Subrogation and Contribution Agreement, entered into in connection
with the Original Credit Agreement, attached hereto as Exhibit D, among the
Borrower, the Subsidiary Loan Parties and the Administrative Agent.

                  "Information Memorandum" means the Confidential Information
Memorandum dated October 1999 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.


                                       15
<PAGE>


                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter if, at the time of
the relevant Borrowing, all Lenders participating therein agree to make interest
periods of such duration available), as the Borrower may elect; provided that
(a) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(b) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such
time.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

                  "Leverage Ratio" means, on any date, the ratio of (a) Total
Debt as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters ended on such date (or, solely for purposes of
determining the Applicable Rate, two times Consolidated EBITDA for the period of
two consecutive fiscal quarters ended on such date), all determined on a
consolidated basis in accordance with GAAP.


                                       16
<PAGE>


                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "LLC Agreement" means the Amended and Restated Limited
Liability Company Agreement and Investors Rights Agreement of EMP Group L.L.C.
dated as of February 16, 1999.

                  "Loan Documents" means this Agreement, the Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement and the
Security Documents.

                  "Loan Parties" means Holdings, the Borrower and the Subsidiary
Loan Parties.

                  "Loan Transactions" means the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing of Loans, the use of the proceeds thereof and the issuance
of Letters of Credit hereunder.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.



                                       17
<PAGE>


                  "Long-Term Indebtedness" means any Indebtedness that, in
accordance with GAAP, constitutes (or, when incurred, constituted) a long-term
liability. For purposes of Section 5.14, "Long-Term Indebtedness" shall not
include Indebtedness in respect of Revolving Loans.

                  "Management Agreement" means the Side Letter dated February
16, 1999 among the members of EMP Group L.L.C.

                  "Margin Stock" shall have the meaning assigned to such term in
Regulation U of the Board.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations or condition, financial or otherwise, of
Holdings, the Borrower and the Restricted Subsidiaries taken as a whole, (b) the
ability of any Loan Party to perform any of its obligations under any Loan
Document or (c) the rights of or benefits available to the Lenders under any
Loan Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of Holdings, the Borrower and its Restricted
Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes
of determining Material Indebtedness, the "principal amount" of the obligations
of Holdings, the Borrower or any Restricted Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that Holdings, the Borrower or such Restricted
Subsidiary would be required to pay if such Hedging Agreement were terminated at
such time.

                  "Merger" means the merger of Merger Sub with and into
Holdings, with Holdings as the surviving corporation, pursuant to the Merger
Agreement.

                  "Merger Agreement" means the Agreement and Plan of Merger,
dated as of February 16, 1999, by and between Holdings and Merger Sub.

                  "Merger Sub" means EMP Acquisition Corp., a Delaware
corporation.

                  "Moody's" means Moody's Investors Service, Inc.

                                       18

<PAGE>


                  "Mortgage" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage or other security document granting a Lien
on any Mortgaged Property or Restatement Mortgaged Property to secure the
Obligations. Each Mortgage shall be satisfactory in form and substance to the
Collateral Agent.

                  "Mortgaged Property" means, initially, each parcel of real
property and the improvements thereto owned by a Loan Party and identified on
Schedule 1.01(a), and includes each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12 or 5.13.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by Holdings, the
Borrower and the Restricted Subsidiaries to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by Holdings, the Borrower and the Restricted
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, and (iii) the amount of all taxes paid (or reasonably estimated
to be payable) by Holdings, the Borrower and the Restricted Subsidiaries, and
the amount of any reserves established by Holdings, the Borrower and the
Restricted Subsidiaries to fund contingent liabilities reasonably estimated to
be payable, in each case during the year that such event occurred or the next
succeeding year and that are directly attributable to such event (as determined
reasonably and in good faith by the chief financial officer of the Borrower).

                                       19

<PAGE>


                  "Net Working Capital" means, at any date, (a) the consolidated
current assets of the Borrower and its consolidated Restricted Subsidiaries as
of such date (excluding cash and Permitted Investments) minus (b) the
consolidated current liabilities of the Borrower and its consolidated Restricted
Subsidiaries as of such date (excluding current liabilities in respect of
Indebtedness). Net Working Capital at any date may be a positive or negative
number. Net Working Capital increases when it becomes more positive or less
negative and decreases when it becomes less positive or more negative.

         "Non-Compete Agreement" means the Non-Compete Agreement dated as of
November 1, 1999 among Mike Rosenbloom and the Borrower.

                  "Obligations" has the meaning assigned to such term in the
Security Agreement.

                  "Original Credit Agreement" means the Credit Agreement dated
as of May 7, 1999, as in effect immediately prior to the Restatement Effective
Date, among Holdings, the Borrower, the Lenders party thereto and The Chase
Manhattan Bank, as administrative agent.

                  "Other Taxes" means any and all present or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Annex II to the Security Agreement or any other form approved by the Collateral
Agent.


                                       20
<PAGE>


                  "Permitted Acquisition" means any acquisition by the Borrower
or any Restricted Subsidiary of all or substantially all the assets of, or all
the Equity Interests in, a Person or division or line of business of a Person
if, immediately after giving effect thereto, (a) no Default has occurred and is
continuing or would result therefrom, (b) the principal business of such Person
shall be reasonably related, ancillary or complementary, to a business in which
the Borrower and its Restricted Subsidiaries were engaged on the Effective Date,
(c) each Subsidiary formed for the purpose of or resulting from such acquisition
shall be a Restricted Subsidiary and all of the Equity Interests of each such
Subsidiary shall be owned directly by the Borrower or a Restricted Subsidiary of
the Borrower and all actions required to be taken with respect to such acquired
or newly formed Subsidiary under Sections 5.12 and 5.13 have been taken, (d) the
Borrower and its Restricted Subsidiaries are in compliance, on a pro forma basis
after giving effect to such acquisition (and any operating expense reductions
related thereto that would be permitted to be deducted in any calculation of
Consolidated EBITDA in accordance with the definition of such term contained
herein), with the covenants contained in Sections 6.12, 6.13, 6.14 and 6.15
(based on the required compliance level for September 27, 1999, in the case of
an acquisition made prior to such date) recomputed as at the last day of the
most recently ended fiscal quarter of the Borrower for which financial
statements are available, as if such acquisition had occurred on the first day
of each relevant period for testing such compliance and (e) the Borrower has
delivered to the Administrative Agent an officers' certificate to the effect set
forth in clauses (a), (b), (c) and (d) above, together with all relevant
financial information for the Person or assets to be acquired and reasonably
detailed calculations demonstrating satisfaction of the requirement set forth in
clause (d) above.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with Section 5.05;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other like Liens imposed by law, arising in the
         ordinary course of business and securing obligations that are not
         overdue by more than 30 days or are being contested in compliance with
         Section 5.05;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII; and


                                       21
<PAGE>

                  (f) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Borrower or any
         Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from S&P or from
         Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof which has a combined capital and surplus
         and undivided profits of not less than $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution satisfying the criteria
         described in clause (c) above.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.


                                       22
<PAGE>


                  "Pledge Agreement" means the Pledge Agreement, entered into in
connection with the Original Credit Agreement, attached hereto as Exhibit E,
among the Loan Parties and the Collateral Agent for the benefit of the Secured
Parties.

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
         pursuant to a sale and leaseback transaction) of any property or asset
         of the Borrower or any Restricted Subsidiary, other than (i)
         dispositions described in clauses (a) and (b) of Section 6.05 and (ii)
         any other disposition (or series of related dispositions) as to which
         the Net Proceeds do not exceed $100,000; or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any Restricted Subsidiary,
         but only to the extent that the Net Proceeds therefrom have not been
         applied to repair, restore or replace such property or asset within 360
         days after such event; or

                  (c) the issuance by Holdings, the Borrower or any Restricted
         Subsidiary of any Equity Interests, or the receipt by Holdings, the
         Borrower or any Restricted Subsidiary of any capital contribution,
         other than (i) any such issuance of Equity Interests to, or receipt of
         any such capital contribution from, Holdings, the Borrower or a
         Restricted Subsidiary or (ii) any such issuance of Equity Interests by
         Holdings in a private placement; or

                  (d) the incurrence by Holdings, the Borrower or any Restricted
         Subsidiary of any Indebtedness, other than Indebtedness permitted by
         Section 6.01.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "Purchase Agreement" means the Stock and Asset Purchase
Agreement dated as of November 1, 1999, among Mike Rosenbloom, Globe
International Publishing Inc., GII, EMP Group L.L.C. and the Borrower.


                                       23
<PAGE>


                  "Register" has the meaning set forth in Section 9.04.

                  "Related Fund" means, with respect to any Lender that is a
fund that invests in bank loans in the ordinary course of business, any other
fund that invests in bank loans in the ordinary course of business and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
trustees, agents and advisors of such Person and such Person's Affiliates.

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures, Term Loans and unused Commitments representing more than
50% of the sum of the total Revolving Exposures, outstanding Term Loans and
unused Commitments at such time.

                  "Restatement Acquisition" means the acquisition by the
Borrower of all the outstanding shares of capital stock of GCC and certain of
the assets and liabilities of GII pursuant to the Purchase Agreement and the
other transactions contemplated by the Purchase Agreement and the execution and
performance of the Non-Compete Agreement.

                  "Restatement Effective Date" means the date on which the
conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).

                  "Restatement Mortgaged Property" means each parcel of real
property and the improvements thereto owned by a Loan Party as a result of the
Restatement Acquisition and identified on Schedule 1.01(b).

                  "Restatement Transactions" means the Restatement Acquisition
and the Loan Transactions.


                                       24
<PAGE>


                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Restricted Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancelation or termination of any Subordinated Debt or any Equity
Interests in Holdings, the Borrower or any Restricted Subsidiary or any option,
warrant or other right to acquire any such Equity Interests in Holdings, the
Borrower or any Restricted Subsidiary.

                  "Restricted Subsidiary" means any Subsidiary, including, on
and after the Restatement Effective Date, any Subsidiary acquired or formed in
connection with or as a result of the Restatement Acquisition, that is not an
Unrestricted Subsidiary.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Revolving
Maturity Date and the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01 (as of the
Restatement Effective Date), or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Commitment, as applicable.
The initial aggregate amount of the Lenders' Revolving Commitments is
$60,000,000.

                  "Revolving Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure and Swingline Exposure at such time.

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

                  "Revolving Maturity Date" means April 1, 2006.

                  "S&P" means Standard & Poor's.

                  "Secured Parties" has the meaning assigned to such term in the
Security Agreement.


                                       25
<PAGE>


                  "Security Agreement" means the Security Agreement, entered
into in connection with the Original Credit Agreement, attached hereto as
Exhibit F, among the Borrower, Holdings, the Subsidiary Loan Parties and the
Collateral Agent for the benefit of the Secured Parties.

                  "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages and each other security agreement or other instrument
or document executed and delivered pursuant to Section 5.12 or 5.13 to secure
any of the Obligations.

                  "Senior Leverage Ratio" means, on any date, the ratio of (a)
Total Senior Debt as of such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters ended on such date, all determined on a
consolidated basis in accordance with GAAP.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Subordinated Debt" means the Senior Subordinated Notes due
2009 issued by the Borrower on the Effective Date in the aggregate principal
amount of $250,000,000 and the Indebtedness represented thereby.

                  "Subordinated Debt Documents" means the indenture under which
the Subordinated Debt was issued and all other instruments, agreements and other
documents evidencing or governing the Subordinated Debt or providing for any
Guarantee or other right in respect thereof.


                                       26
<PAGE>


                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Loan Party" means any Restricted Subsidiary that
is not a Foreign Subsidiary.

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the
total Swingline Exposure at such time.

                  "Swingline Lender" means The Chase Manhattan Bank, in its
capacity as lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.04.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Term Loans" means Tranche A Term Loans, Tranche B Term Loans
and Tranche B-1 Term Loans.


                                       27
<PAGE>


                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Total Assets" means, as of any date of determination, the
total consolidated assets of the Borrower and the Restricted Subsidiaries as of
the end of the most recent fiscal quarter for which financial statements have
been delivered pursuant to clause (a) or (b) of Section 5.01, determined on a
consolidated basis in accordance with GAAP.

                  "Total Debt" means, as of any date of determination, the
aggregate principal amount of Indebtedness (excluding Indebtedness consisting of
contingent liabilities in respect of undrawn letters of credit) of the Borrower
and the Restricted Subsidiaries outstanding as of such date, determined on a
consolidated basis in accordance with GAAP.

                  "Total Senior Debt" means, as of any date of determination,
(a) Total Debt as of such date minus (b) the portion of Total Debt as of such
date represented by the Subordinated Debt and Existing Notes.

                  "Tranche A Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche A Term Loan pursuant to
clause (a) of Section 2.01 of the Original Credit Agreement. The initial
aggregate amount of the Lenders' Tranche A Commitments was $100,000,000.

                  "Tranche A Lender" means a Lender with an outstanding Tranche
A Term Loan.

                  "Tranche A Maturity Date" means April 1, 2006.

                  "Tranche A Term Loan" means a Loan made on the Effective Date
pursuant to clause (a) of Section 2.01 of the Original Credit Agreement. The
aggregate principal amount of the Tranche A Term Loans outstanding on the
Restatement Effective Date is $100,000,000.

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan pursuant to
clause (b) of Section 2.01 of the Original Credit Agreement. The initial
aggregate amount of the Lenders' Tranche B Commitments was $240,000,000.

                                       28
<PAGE>


                  "Tranche B Lender" means a Lender with an outstanding Tranche
B Term Loan.

                  "Tranche B Maturity Date" means April 1, 2007.

                  "Tranche B Term Loan" means a Loan made on the Effective Date
pursuant to clause (b) of Section 2.01 of the Original Credit Agreement. The
aggregate principal amount of Tranche B Term Loans outstanding on the
Restatement Effective Date is $240,000,000.

                  "Tranche B-1 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche B-1 Term Loan hereunder
on the Restatement Effective Date, expressed as an amount representing the
maximum principal amount of the Tranche B-1 Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's Tranche B-1 Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche A Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche B-1 Commitments is $90,000,000.

                  "Tranche B-1 Lender" means a Lender with a Tranche B-1
Commitment or an outstanding Tranche B-1 Term Loan.

                  "Tranche B-1 Maturity Date" means April 1, 2007.

                  "Tranche B-1 Term Loan" means a Loan made pursuant to clause
(a) of Section 2.01.

                  "Transaction Costs" means any amounts paid or payable by
Holdings or the Borrower in respect of financing fees, investment banking and
consulting fees, accounting and legal fees, printing costs and any similar fees
and expenses, in each case incurred in connection with the Transactions.

                  "Transactions" means the Restatement Transactions and the
Financing Transactions.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.


                                       29
<PAGE>


                  "Unrestricted Subsidiary" means (a) any Subsidiary of the
Borrower that shall have been designated an Unrestricted Subsidiary by the
Borrower in the manner provided below and (b) any Subsidiary of an Unrestricted
Subsidiary. The Borrower may designate any Subsidiary (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if (i)
neither such Subsidiary nor any of its Subsidiaries owns any Equity Interests or
Indebtedness of, or holds any Lien on any property of, Holdings, the Borrower or
any other Restricted Subsidiary, (ii) after giving effect to such designation,
the Borrower shall be in compliance with clause (d) of Section 6.04 (it being
understood that, for purposes of determining such compliance, all investments
made by Loan Parties in, loans or advances made by Loan Parties to and
Guarantees made by Loan Parties of Indebtedness of any Subsidiary so designated,
shall be deemed to be investments, loans, advances and Guarantees in, to or on
behalf of an Unrestricted Subsidiary), (iii) after giving effect to such
designation, the Borrower and the Restricted Subsidiaries shall be in compliance
on a pro forma basis with the covenants contained in Sections 6.12, 6.13, 6.14,
6.15 and 6.16 recomputed as at the last day of the most recently completed
fiscal quarter of the Borrower for which financial statements are available, as
if such designation had occurred on the first day of each relevant period for
testing such compliance and (iv) no Default shall have occurred and be
continuing or would result therefrom. The Borrower may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if (i) no Default shall
have occurred and be continuing or would result therefrom and (ii) after giving
effect to such designation, the Borrower and the Restricted Subsidiaries are in
compliance on a pro forma basis with the covenants contained in Sections 6.12,
6.13, 6.14, 6.15 and 6.16 recomputed as at the last day of the most recently
completed fiscal quarter of the Borrower for which financial statements are
available, as if such designation had occurred on the first day of each relevant
period for testing such compliance. The Borrower shall promptly notify the
Administrative Agent in writing of any such designation (and the Administrative
Agent shall notify the Lenders) and shall deliver to the Administrative Agent a
certificate signed by a Financial Officer of the Borrower certifying that such
designation complied with the foregoing provisions together with reasonably
detailed calculations demonstrating satisfaction of the requirement set forth in
clause (iii) of the second sentence of this definition or in clause (ii) of the
third sentence of this definition, as applicable.


                                       30
<PAGE>


                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


                                       31
<PAGE>


                  SECTION 1.04. Accounting Terms; GAAP; Treatment of
Unrestricted Subsidiaries. (a) Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

                  (b) Except as otherwise expressly provided herein, all
accounting and financial calculations and determinations hereunder shall be made
without consolidating the accounts of Unrestricted Subsidiaries with those of
the Borrower or any Restricted Subsidiary, notwithstanding that such treatment
is inconsistent with GAAP.


                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees (a) to make a Tranche B-1 Term Loan to the
Borrower on the Restatement Effective Date in a principal amount not exceeding
its Tranche B-1 Commitment and (b) to make Revolving Loans to the Borrower from
time to time during the Revolving Availability Period in an aggregate principal
amount that will not result in such Lender's Revolving Exposure exceeding such
Lender's Revolving Commitment. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be
reborrowed. All Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and
Letters of Credit outstanding under the Original Credit Agreement on the
Restatement Effective Date shall remain outstanding hereunder on the terms set
forth herein.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than
a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of
the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

                                       32
<PAGE>

                  (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith; provided that all Borrowings made
on the Effective Date must be made as ABR Borrowings. Each Swingline Loan shall
be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $100,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $1,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e). Each Swingline Loan shall be in an amount that is not less than
$100,000. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of ten
Eurodollar Borrowings of any Class outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, Tranche A Maturity Date, Tranche B Maturity
Date or Tranche B-1 Maturity Date, as applicable.


                                       33
<PAGE>


                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing or a Tranche B-1 Term Borrowing;

                  (ii) the aggregate amount of such Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                                       34

<PAGE>

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.


                                       35
<PAGE>


                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan
or Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Revolving
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Revolving Lenders. The Administrative Agent shall notify
the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such Swingline Loan shall
be made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrower of any default in the payment thereof. Notwithstanding
the foregoing, a Revolving Lender shall not have any obligation to acquire a
participation in a Swingline Loan pursuant to this paragraph if an Event of
Default shall have occurred and be continuing at the time such Swingline Loan
was made and such Lender shall have notified the Swingline Lender in writing, at
least one Business Day prior to the time such Swingline Loan was made, that such
Event of Default has occurred and that such Lender will not acquire
participations in Swingline Loans made while such Event of Default is
continuing.

                  SECTION 2.05. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.


                                       36
<PAGE>


                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $5,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.


                                       37
<PAGE>


                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on the Business Day
immediately following the day that the Borrower receives such notice; provided
that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.04 that such payment be financed
with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and,
to the extent so financed, the Borrower's obligation to make such payment shall
be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Revolving Lender shall pay to the Administrative Agent its Applicable Percentage
of the payment then due from the Borrower, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Revolving Lenders have made payments pursuant to
this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Revolving
Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.


                                       38
<PAGE>

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.


                                       39
<PAGE>


                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.12(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.


                                       40
<PAGE>


                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (h) or (i) of Article VII. Each such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured or waived.

                  SECTION 2.06. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.


                                       41
<PAGE>


                  SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".



                                       42

<PAGE>


If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  SECTION 2.08. Termination and Reduction of Commitments. (a)
Unless previously terminated, (i) the Tranche B-1 Commitments shall terminate at
5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the
Revolving Commitments shall terminate on the Revolving Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.


                                       43
<PAGE>


                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                  (d) The parties hereto acknowledge that the Tranche A
Commitments and the Tranche B Commitments have terminated.

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the Revolving Maturity Date; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans that were
outstanding on the date such Borrowing was requested.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.


                                       44
<PAGE>


                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.10. Amortization of Term Loans. (a) Subject to
adjustment pursuant to paragraph (e) of this Section, the Borrower shall repay
Tranche A Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date:

               Date                     Amount
               ----                     ------

         July 1, 2001               $ 2,500,000
         October 1, 2001            $ 2,500,000
         January 2, 2002            $ 2,500,000
         April 1, 2002              $ 2,500,000

         July 1, 2002               $ 3,750,000
         October 1, 2002            $ 3,750,000
         January 2, 2003            $ 3,750,000
         April 1, 2003              $ 3,750,000

         July 1, 2003               $ 5,000,000
         October 1, 2003            $ 5,000,000
         January 2, 2004            $ 5,000,000
         April 1, 2004              $ 5,000,000

         July 1, 2004               $6,250,000
         October 1, 2004            $6,250,000
         January 2, 2005            $6,250,000
         April 1, 2005              $6,250,000

         July 1, 2005               $7,500,000
         October 1, 2005            $7,500,000
         January 2, 2006            $7,500,000
         April 1, 2006              $7,500,000

                                       45
<PAGE>


                  The foregoing amortization schedule reflects all prepayments
of Tranche A Term Borrowings made prior to the Restatement Effective Date.

                  (b) Subject to adjustment pursuant to paragraph (e) of this
Section, the Borrower shall repay Tranche B Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:

                Date                  Amount
                ----                  ------

         July 1, 2001               $   600,000
         October 1, 2001            $   600,000
         January 2, 2002            $   600,000
         April 1, 2002              $   600,000

         July 1, 2002               $   600,000
         October 1, 2002            $   600,000
         January 2, 2003            $   600,000
         April 1, 2003              $   600,000

         July 1, 2003               $   600,000
         October 1, 2003            $   600,000
         January 2, 2004            $   600,000
         April 1, 2004              $   600,000

         July 1, 2004               $   600,000
         October 1, 2004            $   600,000
         January 2, 2005            $   600,000
         April 1, 2005              $   600,000

         July 1, 2005               $   600,000
         October 1, 2005            $   600,000
         January 2, 2006            $   600,000
         April 1, 2006              $   600,000

         July 1, 2006               $57,000,000
         October 1, 2006            $57,000,000
         January 2, 2007            $57,000,000
         April 1, 2007              $57,000,000

                  The foregoing amortization schedule reflects all prepayments
of Tranche B Term Loans prior to the Restatement Effective Date.

                  (c) Subject to adjustment pursuant to paragraph (e) of this
Section, the Borrower shall repay Tranche B-1 Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:


                                       46
<PAGE>

               Date                    Amount
               ----                    ------

         July 1, 2001               $   225,000
         October 1, 2001            $   225,000
         January 2, 2002            $   225,000
         April 1, 2002              $   225,000

         July 1, 2002               $   225,000
         October 1, 2002            $   225,000
         January 2, 2003            $   225,000
         April 1, 2003              $   225,000

         July 1, 2003               $   225,000
         October 1, 2003            $   225,000
         January 2, 2004            $   225,000
         April 1, 2004              $   225,000

         July 1, 2004               $   225,000
         October 1, 2004            $   225,000
         January 2, 2005            $   225,000
         April 1, 2005              $   225,000

         July 1, 2005               $   225,000
         October 1, 2005            $   225,000
         January 2, 2006            $   225,000
         April 1, 2006              $   225,000

         July 1, 2006               $21,375,000
         October 1, 2006            $21,375,000
         January 2, 2007            $21,375,000
         April 1, 2007              $21,375,000

                  (d) To the extent not previously paid, (i) all Tranche A Term
Loans shall be due and payable on the Tranche A Maturity Date, (ii) all Tranche
B Term Loans shall be due and payable on the Tranche B Maturity Date and (iii)
all Tranche B-1 Term Loans shall be due and payable on the Tranche B-1 Maturity
Date.

                  (e) Any prepayment of a Term Borrowing of any Class shall be
applied to reduce the subsequent scheduled repayments of the Term Borrowings of
such Class to be made pursuant to this Section ratably. If the initial aggregate
amount of the Lenders' Tranche B-1 Commitments exceeds the aggregate principal
amount of Tranche B-1 Term Loans that are made on the Restatement Effective
Date, then the scheduled repayments of Tranche B-1 Term Borrowings to be made
pursuant to this Section shall be reduced ratably by an aggregate amount equal
to such excess.
                                       47


<PAGE>


                  (f) Prior to any repayment of any Term Borrowings of any Class
hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,
New York City time, three Business Days before the scheduled date of such
repayment. Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

                  SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to the requirements of this Section.

                  (b) In the event and on such occasion that the sum of the
Revolving Exposures exceeds the total Revolving Commitments, the Borrower shall
prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings
are outstanding, deposit cash collateral in an account with the Administrative
Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.


                                       48
<PAGE>


                  (c) In the event and on each occasion that any Net Proceeds
are received by or on behalf of Holdings, the Borrower or any Restricted
Subsidiary in respect of any Prepayment Event, the Borrower shall, within five
Business Days after such Net Proceeds are received, prepay Term Borrowings in an
aggregate amount equal to such Net Proceeds (or, in the case of an event
described in clause (c) of the definition of the term Prepayment Event, 50% of
such Net Proceeds); provided that, in the case of any event described in clause
(a) of the definition of the term Prepayment Event, if the Borrower shall
deliver to the Administrative Agent a certificate of a Financial Officer to the
effect that the Borrower and the Restricted Subsidiaries intend to apply the Net
Proceeds from such event (or a portion thereof specified in such certificate),
within 360 days after receipt of such Net Proceeds, (i) to acquire assets
(including by making a Permitted Acquisition) productive in the Borrower's line
of business as conducted on the Effective Date, or ancillary or complementary
thereto, or (ii) to the extent such Prepayment Event arises from the sale,
transfer or disposition of any investment in an Unrestricted Subsidiary, to make
investments in one or more other Unrestricted Subsidiaries, and, in each case,
certifying that no Default has occurred and is continuing, then no prepayment
shall be required pursuant to this paragraph in respect of the Net Proceeds in
respect of such event (or the portion of such Net Proceeds specified in such
certificate, if applicable) except to the extent of any such Net Proceeds
therefrom that have not been so applied by the end of such 360-day period, at
which time a prepayment shall be required in an amount equal to such Net
Proceeds that have not been so applied.

                  (d) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending March 26, 2001, the Borrower shall prepay
Term Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such
fiscal year. Each prepayment pursuant to this paragraph shall be made on or
before the date on which financial statements are delivered pursuant to Section
5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal year).

                  (e) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (f) of this Section. In the event of any optional or
mandatory prepayment of Term Borrowings made at a time when Term Borrowings of
more than one Class remain outstanding, the Borrower shall select Term
Borrowings to be prepaid so that the aggregate amount of such prepayment is
allocated between the Tranche A Term Borrowings, Tranche B Term Borrowings and
Tranche B-1 Term Borrowings pro rata based on the aggregate principal amount of
outstanding Borrowings of each such Class; provided that any Tranche B Lender or
Tranche B-1 Lender may elect, by notice to the Administrative Agent by telephone
(confirmed by telecopy) by 12:00 noon, New York City time, at least two Business
Days prior to the prepayment date, to decline all or any portion of any
mandatory prepayment of its Tranche B Term Loans or Tranche B-1 Term Loans, as
the case may be, pursuant to this Section, in which case the aggregate amount of
the prepayment that would have been applied to prepay Tranche B Term Loans or
Tranche B-1 Term Loans but was so declined shall be applied to prepay Tranche A
Term Borrowings.

                                       49

<PAGE>


          (f) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of any Borrowing (other than a Swingline Loan or an optional
prepayment of an ABR Borrowing), not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment, (ii) in the case of an
optional prepayment of an ABR Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13.

                  SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily unused amount of
the Revolving Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the Effective Date. All commitment fees shall be computed on the basis of
a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).


                                       50
<PAGE>


                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate of 0.25% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any LC Exposure, as well as the Issuing Bank's standard
fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.13. Interest. (a) The Loans comprising each ABR
Borrowing (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.


                                       51
<PAGE>


                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (i) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.14. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or


                                       52
<PAGE>


                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.15.  Increased Costs.  (a)  If any Change in Law
shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.


                                       53
<PAGE>

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.


                                       54
<PAGE>


                  SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

                  SECTION 2.17. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                                       55
<PAGE>


                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 30 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder or under any other Loan Document (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and containing all applicable documentation.


                                       56
<PAGE>


                  (f) If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount refunded to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender (i) to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person or (ii) to determine whether
it is entitled to apply for, or to apply for, a refund of any Taxes or Other
Taxes.

                  SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time), on the date when
due, in immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments under each Loan Document shall be made in
dollars.

                                       57
<PAGE>


                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

                                       58
<PAGE>


                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the Issuing Bank, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.19. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


                                       59
<PAGE>


                  (b) If any Lender requests compensation under Section 2.15, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a material reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


                                   ARTICLE III

                         Representations and Warranties

                  Each of Holdings and the Borrower represents and warrants to
the Lenders that:

                  SECTION 3.01. Organization; Powers. Each of Holdings, the
Borrower and its Restricted Subsidiaries is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.


                                       60
<PAGE>


                  SECTION 3.02. Authorization; Enforceability. The Transactions
entered into and to be entered into by each Loan Party are within such Loan
Party's corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly
executed and delivered by each of Holdings and the Borrower and constitutes, and
each other Loan Document to which any Loan Party is to be a party, when executed
and delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of Holdings, the Borrower or such Loan Party (as the case may be),
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect and except filings
necessary to perfect Liens created under the Loan Documents, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of Holdings, the Borrower or any of its Subsidiaries or
any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument (other than any
indenture, agreement or other instrument in respect of Indebtedness that was
repaid on the Effective Date) binding upon Holdings, the Borrower or any of its
Restricted Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by Holdings, the Borrower or any of its
Restricted Subsidiaries, and (d) will not result in the creation or imposition
of any Lien on any asset of Holdings, the Borrower or any of its Restricted
Subsidiaries, except Liens created under the Loan Documents.


                                       61
<PAGE>


                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the fiscal year ended March 29, 1999, reported on by Arthur
Andersen LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended June 28, 1999, certified by its
chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

                  (b) The Borrower has heretofore furnished to the Lenders its
pro forma consolidated balance sheet as of June 28, 1999, prepared giving effect
to the Restatement Transactions as if the Restatement Transactions had occurred
on such date. Such pro forma consolidated balance sheet (i) has been prepared in
good faith based on the same assumptions used to prepare the pro forma financial
statements included in the Information Memorandum (which assumptions are
believed by Holdings and the Borrower to be reasonable), (ii) is based on the
best information available to Holdings and the Borrower after due inquiry, (iii)
accurately reflects all adjustments necessary to give effect to the Restatement
Transactions and (iv) presents fairly, in all material respects, the pro forma
financial position of the Borrower and its consolidated Subsidiaries as of June
28, 1999 as if the Restatement Transactions had occurred on such date.

                  (c) The Borrower has heretofore furnished to the
Administrative Agent the financial statements of GCC and GII and their
respective subsidiaries as of and for the fiscal year ended August 31, 1999,
reported on by Richter, Usher & Vineberg, independent public accountants. Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of each of GCC and GII and
their respective subsidiaries as of such date and for such period in accordance
with Canadian GAAP.

                  (d) Except as disclosed in the financial statements referred
to above or the notes thereto or in the Information Memorandum and except for
the Disclosed Matters, after giving effect to the Transactions, none of
Holdings, the Borrower or its Subsidiaries has, as of the Restatement Effective
Date, any material contingent liabilities, unusual long-term commitments or
unrealized losses.

                  (e) Since March 29, 1999, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial or
otherwise, of Holdings, the Borrower and its Restricted Subsidiaries, taken as a
whole.


                                       62
<PAGE>


                  SECTION 3.05. Properties. (a) Each of Holdings, the Borrower
and its Restricted Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to its business (including its
Mortgaged Properties and Restatement Mortgaged Properties), except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes.

                  (b) Each of Holdings, the Borrower and its Restricted
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and the use thereof by Holdings, the Borrower and its Restricted Subsidiaries
does not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. Schedule 3.05(b) sets forth a
complete list of all trademarks, tradenames, copyrights, patents and other
intellectual property owned by the Borrower and its Restricted Subsidiaries as
of the Restatement Effective Date that has been duly registered in, filed in or
issued by the United States Patent and Trademark Office or the United States
Copyright Office or any other appropriate office.

                  (c) Schedule 3.05(c) sets forth the address of each real
property that is owned or leased by the Borrower or any of its Subsidiaries as
of the Restatement Effective Date after giving effect to the Restatement
Transactions.

                  (d) As of the Restatement Effective Date, neither Holdings,
the Borrower nor any of its Subsidiaries has received notice of, or has
knowledge of, any pending or contemplated condemnation proceeding affecting any
Mortgaged Property or Restatement Mortgaged Property or any sale or disposition
thereof in lieu of condemnation. Except as set forth on Schedule 3.05(d), none
of the Mortgaged Properties, Restatement Mortgaged Properties or any interest
therein is subject to any right of first refusal, option or other contractual
right to purchase any such Mortgaged Property or Restatement Mortgaged Property
or interest therein.


                                       63

<PAGE>

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings, the Borrower or any of its
Subsidiaries (i) that could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters), (ii) that involve any of the Loan Documents or (iii) that involve the
Transactions, are not frivolous and, if adversely determined, could reasonably
be expected, individually or in the aggregate, to be adverse to the interests of
the Lenders.

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither Holdings,
the Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim asserting
that Holdings, the Borrower or any of its Subsidiaries is obligated to redress
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably
likely to become obligated to redress.

                  (c) Since the Effective Date, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                  SECTION 3.07. Compliance with Laws and Agreements. Each of
Holdings, the Borrower and its Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
Holdings, the Borrower nor any of its Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.


                                       64
<PAGE>


                  SECTION 3.09. Taxes. Each of Holdings, the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) any Taxes that are being contested in good
faith by appropriate proceedings and for which Holdings, the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $15,000,000 the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$15,000,000 the fair market value of the assets of all such underfunded Plans.

                  SECTION 3.11. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
Holdings, the Borrower or any of its Subsidiaries is subject, and all other
matters known to any of them, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the
Information Memorandum nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, Holdings and the Borrower represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.


                                       65
<PAGE>


                  SECTION 3.12. Subsidiaries. Holdings does not have any
subsidiaries other than the Borrower and the Borrower's Subsidiaries. Schedule
3.12 sets forth the name of, and the ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Loan Party, in each case as of the Restatement Effective Date. As of the
Restatement Effective Date, all Subsidiaries are Restricted Subsidiaries.

                  SECTION 3.13. Insurance. Schedule 3.13 sets forth a
description of all insurance maintained by or on behalf of the Borrower and its
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums in respect of such insurance have been paid.
Holdings and the Borrower believe that the insurance maintained by or on behalf
of the Borrower and its Subsidiaries is adequate.

                  SECTION 3.14. Labor Matters. As of the Restatement Effective
Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower
or any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. The hours worked by and payments made to employees of Holdings, the
Borrower and the Restricted Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters. All payments due from Holdings, the Borrower or any
Restricted Subsidiary, or for which any claim may be made against Holdings, the
Borrower or any Restricted Subsidiary, on account of wages and employee health
and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of Holdings, the Borrower or such Restricted Subsidiary.
The consummation of the Transactions will not give rise to any right of
termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.


                                       66
<PAGE>


                  SECTION 3.15. Solvency. Immediately after the consummation of
the Restatement Transactions to occur on the Restatement Effective Date and
immediately following the making of each Loan made on the Restatement Effective
Date and after giving effect to the application of the proceeds of such Loans,
(a) the fair value of the assets of each Loan Party, at a fair valuation, will
exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of each Loan Party will be greater
than the amount that will be required to pay the probable liability of its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party will
not have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted
following the Restatement Effective Date.

                  SECTION 3.16. Senior Indebtedness. The Obligations constitute
"Senior Indebtedness" under and as defined in the Subordinated Debt Documents.

                  SECTION 3.17. Year 2000. Any reprogramming required to permit
the proper functioning (but only to the extent that such proper functioning
would otherwise be impaired by the occurrence of the year 2000), in and
following the year 2000, of the computer systems of the Borrower and its
Subsidiaries and the testing of all such systems as so reprogrammed, has been
completed, except to the extent that the failure to do so would not have any
reasonable likelihood of having a Material Adverse Effect. The cost to the
Borrower and its Subsidiaries of such reprogramming and testing and of the
reasonably foreseeable consequences of year 2000 to the Borrower and its
Subsidiaries (including reprogramming errors and the failure of others' systems
or equipment) will not result in a Material Adverse Effect.

                  SECTION 3.18. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when the portion of the
Collateral constituting certificated securities (as defined in the Uniform
Commercial Code) is delivered to the Collateral Agent, the Pledge Agreement
shall constitute a fully perfected first priority Lien on, and security interest
in, all right, title and interest of the pledgor thereunder in such Collateral,
in each case prior and superior in right to any other Person.

                  (b) The Security Agreement is effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and, when financing statements in appropriate form are filed
in the offices specified on Schedule 6 to the Perfection Certificate, the
Security Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in such
Collateral (other than the Intellectual Property (as defined in the Security
Agreement)), in each case prior and superior in right to any other Person, other
than with respect to Liens expressly permitted by the Security Agreement.

                                       67
<PAGE>
                  (c) When the Security Agreement is filed in the United States
Patent and Trademark Office and the United States Copyright Office, the security
interest created thereunder shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in the
Intellectual Property (as defined in the Security Agreement) in which a security
interest may be perfected by filing, recording or registering a security
agreement, financing statement or analogous document in the United States Patent
and Trademark Office or the United States Copyright Office, as applicable, in
each case prior and superior in right to any other Person, other than with
respect to the rights of Persons pursuant to Liens expressly permitted by the
Security Agreement (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office may be
necessary to perfect a lien on registered trademarks, trademark applications and
copyrights acquired by the Loan Parties after the Effective Date).

                  (d) Each Mortgage is effective to create, subject to the
exceptions listed in each title insurance policy covering such Mortgage, in
favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a
legal, valid and enforceable Lien on all of the Loan Parties' right, title and
interest in and to the Mortgaged Property or Restatement Mortgaged Property, as
the case may be, thereunder and the proceeds thereof, and when such Mortgage is
filed in the offices specified on Schedule 3.18(d), such Mortgage shall
constitute a Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property or Restatement Mortgaged Property
and the proceeds thereof, in each case prior and superior in right to any other
Person, other than with respect to the rights of Persons pursuant to Liens
expressly permitted by such Mortgage.

                  SECTION 3.19. Restatement Acquisition. As of the Restatement
Effective Date, each of the Purchase Agreement and the Non-Compete Agreement has
been duly authorized, executed and delivered by each of the parties thereto and
constitutes a legal, valid and binding obligation of each such party,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law. A true, correct and complete
copy of each of the Purchase Agreement and the Non-Compete Agreement has been
furnished to the Administrative Agent.

                                       68
<PAGE>


                  SECTION 3.20. Capitalization of Holdings. As of the Effective
Date, the authorized capital stock of Holdings consisted of 100,000,000 shares
of Class A Common Stock, par value $.01 per share, of which 22,786,536 shares
are issued and outstanding, 20,000,000 shares of Class B Common Stock, par value
$.01 per share, of which no shares are outstanding, and 25,000,000 shares of
Class C Common Stock, par value $.01 per share, of which 20,702,005 shares are
outstanding. All such outstanding shares of stock are fully paid and
nonassessable.


                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Restatement Effective Date. The amendments to
the Original Credit Agreement effected hereby and the obligations of the Lenders
to make Tranche B-1 Term Loans hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from Holdings, the Borrower, the Required Lenders (as defined
         in the Original Credit Agreement) and each Lender with a Tranche B-1
         Term Loan Commitment either (i) a counterpart of this Agreement signed
         on behalf of such party or (ii) written evidence satisfactory to the
         Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement.

                  (b) The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Restatement Effective Date) of each of (i) Simpson
         Thacher & Bartlett, counsel for the Borrower, substantially in the form
         of Exhibit B-1, and (ii) local counsel in each jurisdiction where a
         Mortgaged Property or a Restatement Mortgaged Property is located,
         substantially in the form of Exhibit B-2, and, in the case of each such
         opinion required by this paragraph, covering such other matters
         relating to the Loan Parties, the Loan Documents or the Restatement
         Transactions as the Required Lenders shall reasonably request. The
         Borrower hereby requests such counsel to deliver such opinions.


                                       69
<PAGE>


                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Loan Party, the authorization of the Restatement
         Transactions and any other legal matters relating to the Loan Parties,
         the Loan Documents or the Restatement Transactions, all in form and
         substance satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Restatement Effective Date and signed by the
         President, a Vice President or a Financial Officer of the Borrower,
         confirming compliance with the conditions set forth in paragraphs (a)
         and (b) of Section 4.02.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Restatement Effective
         Date, including, to the extent invoiced, reimbursement or payment of
         all out-of-pocket expenses (including fees, charges and disbursements
         of counsel) required to be reimbursed or paid by any Loan Party
         hereunder or under any other Loan Document.

                  (f) The Collateral Agent shall have received executed
         supplements to the Pledge Agreement from each Subsidiary Loan Party
         formed in connection with or resulting from the Restatement
         Acquisition, together with stock certificates representing all the
         outstanding shares of capital stock of the Borrower and each Subsidiary
         owned by or on behalf of any Loan Party as of the Restatement Effective
         Date after giving effect to the Restatement Transactions (except that
         stock certificates representing shares of common stock of a Foreign
         Subsidiary may be limited to 65% of the outstanding shares of common
         stock of such Foreign Subsidiary), promissory notes evidencing all
         intercompany Indebtedness owed to any Loan Party by Holdings, the
         Borrower or any Subsidiary as of the Restatement Effective Date after
         giving effect to the Restatement Transactions and stock powers and
         instruments of transfer, endorsed in blank, with respect to such stock
         certificates and promissory notes.


                                       70
<PAGE>


                  (g) The Collateral Agent shall have received executed
         supplements to the Security Agreement from each Subsidiary Loan Party
         formed in connection with or resulting from the Restatement
         Acquisition, together with the following:

                           (i) all documents and instruments, including Uniform
                  Commercial Code financing statements, required by law or
                  reasonably requested by the Collateral Agent to be filed,
                  registered or recorded to create or perfect the Liens intended
                  to be created under the Security Agreement after giving effect
                  to the Restatement Transactions; and

                           (ii) a completed Perfection Certificate dated the
                  Restatement Effective Date and signed by an executive officer
                  or Financial Officer of the Borrower, together with all
                  attachments contemplated thereby, including the results of a
                  search of the Uniform Commercial Code (or equivalent) filings
                  made with respect to the Loan Parties (including any
                  Subsidiary Loan Parties formed in connection with or resulting
                  from the Restatement Acquisition) in the jurisdictions
                  contemplated by the Perfection Certificate and copies of the
                  financing statements (or similar documents) disclosed by such
                  search and evidence reasonably satisfactory to the Collateral
                  Agent that the Liens indicated by such financing statements
                  (or similar documents) are permitted by the Security Agreement
                  or have been released.

                  (h) The Collateral Agent shall have received (i) amendments to
         each Mortgage executed in connection with the Original Credit Agreement
         providing that the Tranche B-1 Loans (in addition to the other
         Obligations) shall be secured by a Lien on each Mortgaged Property,
         signed on behalf of the record owner of such Mortgaged Property, (ii)
         counterparts of a Mortgage with respect to each Restatement Mortgaged
         Property signed on behalf of the record owner of such real property,
         (iii) policy or policies of title insurance issued by a nationally
         recognized title insurance company, insuring the Lien of each such
         Mortgage as a valid first Lien on the Mortgaged Property or Restatement
         Mortgaged Property, as the case may be, described therein, free of any
         other Liens except as permitted by the Security Agreement, together
         with such endorsements, coinsurance and reinsurance as the Collateral
         Agent or the Required Lenders may reasonably request, and (iv) such
         surveys, abstracts and appraisals as may be required pursuant to such
         Mortgages or as the Collateral Agent or the Required Lenders may
         reasonably request.

                                       71
<PAGE>


                  (i) The Administrative Agent shall have received executed
         supplements to (i) the Guarantee Agreement from each Subsidiary Loan
         Party formed in connection with or resulting from the Restatement
         Acquisition and (ii) the Indemnity, Subrogation and Contribution
         Agreement from each Subsidiary Loan Party formed in connection with or
         resulting from the Restatement Acquisition.

                  (j) The Administrative Agent shall have received evidence that
         the insurance required by Section 5.07 and the Security Documents is in
         effect.

                  (k) All consents and approvals required to be obtained from
         any Governmental Authority or other Person in connection with the
         Restatement Acquisition shall have been obtained, and all applicable
         waiting periods and appeal periods shall have expired, in each case
         without the imposition of any burdensome conditions. The Restatement
         Acquisition shall have been, or substantially simultaneously with the
         initial funding of the Tranche B-1 Term Loans on the Restatement
         Effective Date shall be, consummated in accordance with the Purchase
         Agreement, the Non-Compete Agreement and applicable law, without any
         amendment to or waiver of any material terms or conditions of either
         the Purchase Agreement or the Non-Compete Agreement not approved by the
         Administrative Agent. The Administrative Agent shall have received
         copies of the Purchase Agreement, the Non-Compete Agreement and all
         certificates, opinions and other documents delivered thereunder,
         certified by a Financial Officer as complete and correct.

                  (l) The Administrative Agent shall have received audited
         financial statements of each of GCC and GII and their respective
         subsidiaries, prepared in accordance with Canadian GAAP, for the fiscal
         year ended August 31, 1999, which audited financial statements shall
         not be inconsistent in any material respect with the information
         relating to each of GCC and GII and their respective subsidiaries
         previously provided to the Lenders.


                                       72
<PAGE>


                  (m) The Lenders shall have received a pro forma consolidated
         balance sheet of each of Holdings and the Borrower as of June 28, 1999,
         reflecting all pro forma adjustments as if the Restatement Transactions
         had been consummated on such date, and such pro forma consolidated
         balance sheet shall not be materially inconsistent with the forecasts
         and other information previously provided to the Lenders.

                  (n) After giving effect to the Transactions, none of the
         Acquired Businesses or any of their subsidiaries shall have outstanding
         any shares of preferred stock or any material Indebtedness except for
         Indebtedness incurred under the Loan Documents.

                  (o) The Required Lenders shall be reasonably satisfied with
         any material changes to the capitalization, structure and equity
         ownership of Holdings, the Borrower and its subsidiaries, after giving
         effect to the Restatement Transactions, from the capitalization,
         structure and equity ownership set forth in the information previously
         supplied to the Lenders with respect thereto.

                  (p) The Administrative Agent shall have been afforded the
         opportunity to review all other documentation relating to the
         Restatement Transactions and the other transactions contemplated
         hereby, including, without limitation, any employment agreement,
         management compensation arrangement, indemnification arrangement or
         financing arrangement of Holdings, the Borrower or any of its
         subsidiaries, and shall be reasonably satisfied in all respects with
         such documentation and reasonably satisfied that no member of
         management of Holdings or the Borrower shall be subject to any
         noncompete agreement or other similar agreement or arrangement with any
         other person.

                  (q) The Required Lenders shall be reasonably satisfied in all
         respects that there has not occurred any material adverse change in the
         business assets, operations, properties, financial condition, or
         prospects of (i) Holdings, the Borrower and its subsidiaries, taken as
         a whole since June 30, 1999 or (ii) the Acquired Businesses and their
         subsidiaries, taken as a whole since August 31, 1999.


                                       73
<PAGE>


The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the amendments to the Original Credit Agreement
that would be effected hereby and the obligations of the Lenders to make Tranche
B-1 Term Loans hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00
p.m., New York City time, on November 30, 1999 (and, in the event such
conditions are not so satisfied or waived, the Tranche B-1 Commitments shall
terminate and the Original Credit Agreement shall remain in effect without
giving effect to any amendments thereto contemplated hereby).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct (or, in the case
         of such representations and warranties that are not qualified as to
         materiality, true and correct in all material respects) on and as of
         the date of such Borrowing or the date of issuance, amendment, renewal
         or extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by Holdings
and the Borrower on the date thereof as to the matters specified in paragraphs
(a) and (b) of this Section.


                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Holdings and the
Borrower covenants and agrees with the Lenders that:


                                       74
<PAGE>


                  SECTION 5.01. Financial Statements and Other Information.
Holdings and the Borrower will furnish to the Administrative Agent (which shall
furnish a copy thereof to each Lender):

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, the audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows of the Borrower and
         its Restricted Subsidiaries as of the end of and for such year, setting
         forth in each case in comparative form the figures for the previous
         fiscal year, all reported on by Arthur Andersen LLP or other
         independent public accountants of recognized national standing (without
         a "going concern" or like qualification or exception and without any
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Borrower and its Restricted Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied;

                  (b) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, (i) the
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows of the Borrower and its Restricted
         Subsidiaries and (ii) statements of operations and stockholders' equity
         of (A) National Enquirer, Inc., (B) Weekly World News, Inc., (C) Star
         Editorial, Inc., (D) Country Weekly, Inc. and (E) each Restricted
         Subsidiary formed or acquired after the Effective Date, in each case as
         of the end of and for such fiscal quarter and the then elapsed portion
         of the fiscal year, setting forth in each case in comparative form the
         figures for the corresponding period or periods of (or, in the case of
         the balance sheet, as of the end of) the previous fiscal year, all
         certified by one of its Financial Officers as presenting fairly in all
         material respects the financial condition and results of operations of
         the Borrower and its Restricted Subsidiaries, in each case on a
         consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes;


                                       75
<PAGE>


                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting
         forth reasonably detailed calculations demonstrating compliance with
         Sections 6.01, 6.04, 6.05, 6.08, 6.12, 6.13, 6.14, 6.15 and 6.16, (iii)
         stating whether any change in GAAP or in the application thereof has
         occurred since the date of the Borrower's audited financial statements
         referred to in Section 3.04 and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate and (iv) if any Unrestricted Subsidiary
         exists (or existed at any time during the period covered by such
         financial statements), attaching consolidating balance sheets and
         income statements for such Unrestricted Subsidiary as of the same dates
         and covering the same periods, certified as true, correct and complete;

                  (d) concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                  (e) prior to the commencement of each fiscal year of the
         Borrower, a detailed consolidated quarterly budget for such fiscal year
         (including a projected consolidated balance sheet and related
         statements of projected operations and cash flow as of the end of and
         for such fiscal year and setting forth the assumptions used for
         purposes of preparing such budget) and, promptly when available, any
         significant revisions of such budget;

                  (f) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by Holdings, the Borrower or any Subsidiary with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or distributed by Holdings to its shareholders
         generally, as the case may be; and


                                       76
<PAGE>


                  (g) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Holdings, the Borrower or any Subsidiary, or compliance
         with the terms of any Loan Document, as the Administrative Agent or any
         Lender may reasonably request.

                  SECTION 5.02. Notices of Material Events. Holdings and the
Borrower will furnish to the Administrative Agent and each Lender prompt written
notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting Holdings, the Borrower or any Affiliate thereof
         that, if adversely determined, could reasonably be expected to result
         in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of Holdings, the Borrower and its
         Subsidiaries in an aggregate amount exceeding $5,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


                                       77
<PAGE>


                  SECTION 5.03. Information Regarding Collateral. (a) The
Borrower will furnish to the Administrative Agent prompt written notice of any
change (i) in any Loan Party's corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of any Loan Party's chief executive office, its
principal place of business, any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
owned by it is located (including the establishment of any such new office or
facility), (iii) in any Loan Party's identity or corporate structure or (iv) in
any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not
to effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral. The Borrower also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.

                  (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause (a) of
Section 5.01, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer and the chief legal officer of the Borrower
setting forth the information required pursuant to Section 2 of the Perfection
Certificate or confirming that there has been no change in such information
since the date of the Perfection Certificate delivered on the Effective Date or
the date of the most recent certificate delivered pursuant to this Section. Each
certificate delivered pursuant to this Section 5.03(b) shall identify in the
format of Schedule II, III, IV or V, as applicable, of the Security Agreement
all Intellectual Property (as defined in the Security Agreement) of any Loan
Party in existence on the date thereof and not then listed on such Schedules as
previously so identified to the Collateral Agent.

                  SECTION 5.04. Existence; Conduct of Business. Each of Holdings
and the Borrower will, and will cause each of the Restricted Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

                  SECTION 5.05. Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of the Restricted Subsidiaries to, pay its
Indebtedness and other obligations, including Tax liabilities, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b)
Holdings, the Borrower or such Restricted Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP, (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.


                                       78
<PAGE>


                  SECTION 5.06. Maintenance of Properties. Each of Holdings and
the Borrower will, and will cause each of the Restricted Subsidiaries to, keep
and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.

                  SECTION 5.07. Insurance. Each of Holdings and the Borrower
will, and will cause each of its Restricted Subsidiaries to, maintain, with
financially sound and reputable insurance companies (a) insurance in such
amounts (with no greater risk retention) and against such risks as are
customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations, including
insurance against libel actions, and (b) all insurance required to be maintained
pursuant to the Security Documents. The Borrower will furnish to the Lenders,
upon request of the Administrative Agent, information in reasonable detail as to
the insurance so maintained.

                  SECTION 5.08. Casualty and Condemnation. The Borrower (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of any Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding and (b) will ensure that the Net Proceeds of
any such event (whether in the form of insurance proceeds, condemnation awards
or otherwise) are collected and applied in accordance with the applicable
provisions of the Security Documents.

                  SECTION 5.09. Books and Records; Inspection and Audit Rights.
Each of Holdings and the Borrower will, and will cause each of its Subsidiaries
to, keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business
and activities. Each of Holdings and the Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.


                                       79
<PAGE>


                  SECTION 5.10. Compliance with Laws. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.11. Use of Proceeds and Letters of Credit. The
proceeds of the Tranche A Term Loans and Tranche B Term Loans will be used only
(a) to repay amounts outstanding under the Existing Credit Agreement on the
Effective Date and (b) to purchase Existing Notes accepted for payment pursuant
to the Debt Tender Offer. The proceeds of the Tranche B-1 Term Loans will be
used only for (i) the payment of amounts payable as consideration for the
Restatement Acquisition and (ii) the payment of fees and expenses payable in
connection with the Restatement Transactions. The proceeds of the Revolving
Loans and Swingline Loans will be used only for general corporate purposes. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. Letters of Credit will be issued only for
general corporate purposes.

                  SECTION 5.12. Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Effective Date or if any Unrestricted
Subsidiary is designated as a Restricted Subsidiary, the Borrower will notify
the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a
Subsidiary Loan Party, the Borrower will cause such Subsidiary to become a party
to each of the Guarantee Agreement, the Pledge Agreement, the Security Agreement
and the Indemnity, Subrogation and Contribution Agreement within three Business
Days after such Subsidiary is formed or acquired and promptly take such actions
to create and perfect Liens on such Subsidiary's assets to secure the
Obligations as the Administrative Agent or the Required Lenders shall reasonably
request and (b) if any Equity Interest in or Indebtedness of such Subsidiary is
owned by or on behalf of any Loan Party, the Borrower will cause such Equity
Interests and promissory notes evidencing such Indebtedness to be pledged
pursuant to the Pledge Agreement within three Business Days after such
Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign
Subsidiary, shares of common stock of such Subsidiary to be pledged pursuant to
the Pledge Agreement may be limited to 65% of the outstanding shares of common
stock of such Subsidiary).


                                       80
<PAGE>


                  SECTION 5.13. Further Assurances. (a) Each of Holdings and the
Borrower will, and will cause each Subsidiary Loan Party to, execute any and all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent or the Required Lenders may reasonably request, to effectuate the
transactions contemplated by the Loan Documents or to grant, preserve, protect
or perfect the Liens created or intended to be created by the Security Documents
or the validity or priority of any such Lien, all at the expense of the Loan
Parties. Holdings and the Borrower also agree to provide to the Administrative
Agent, from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

                  (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Lien of the Security Agreement upon acquisition thereof), the Borrower will
notify the Administrative Agent and the Lenders thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties.

                  SECTION 5.14. Interest Rate Protection. As promptly as
practicable, and in any event commencing no later than 60 days after the
Effective Date, the Borrower will enter into, and thereafter for a period of not
less than three years will maintain in effect, interest rate protection
agreements on such terms and with such parties as shall be reasonably
satisfactory to the Administrative Agent, such that the interest cost to the
Borrower with respect to at least 50% of the total Long-Term Indebtedness of the
Borrower and the Subsidiaries will either be hedged by such interest rate
protection agreements or bear interest at a fixed rate.


                                       81
<PAGE>


                  SECTION 5.15. Redemption of Existing Notes. On November 15,
1999, if Existing Notes in an aggregate principal amount of $5,000,000 or more
remain outstanding, the Borrower shall redeem all Existing Notes then
outstanding in accordance with the redemption provisions contained in the
indenture governing such Existing Notes.


                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The
Borrower will not, and will not permit any Restricted Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, except:

                  (i) Indebtedness created under the Loan Documents;

                  (ii) the Subordinated Debt;

                  (iii) any Existing Notes that are not purchased pursuant to
         the Debt Tender Offer;

                  (iv) Indebtedness existing on the Effective Date and set forth
         in Schedule 6.01 and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof or result in an earlier maturity date or decreased weighted
         average life thereof;

                  (v) Indebtedness of the Borrower to any Restricted Subsidiary
         and of any Restricted Subsidiary to the Borrower or any other
         Restricted Subsidiary;

                  (vi) Guarantees by the Borrower of Indebtedness of any
         Subsidiary and by any Restricted Subsidiary of Indebtedness of the
         Borrower or any other Subsidiary; provided that Guarantees by the
         Borrower or any Restricted Subsidiary of Indebtedness of any Subsidiary
         that is not a Loan Party shall be subject to Section 6.04;


                                       82
<PAGE>


                  (vii) Indebtedness of the Borrower or any Restricted
         Subsidiary incurred to finance the acquisition, construction or
         improvement of any fixed or capital assets, including Capital Lease
         Obligations and any Indebtedness assumed in connection with the
         acquisition of any such assets or secured by a Lien on any such assets
         prior to the acquisition thereof, and extensions, renewals and
         replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof; provided that (A) such
         Indebtedness is incurred prior to or within 90 days after such
         acquisition or the completion of such construction or improvement and
         (B) the aggregate principal amount of Indebtedness permitted by this
         clause (vii) at any time outstanding shall not exceed $10,000,000;

                  (viii) Indebtedness of any Person that becomes a Restricted
         Subsidiary after the Effective Date and extensions, renewals and
         replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof; provided that such Indebtedness
         exists at the time such Person becomes a Subsidiary and is not created
         in contemplation of or in connection with such Person becoming a
         Subsidiary;

                  (ix) Indebtedness of the Borrower incurred under the Purchase
         Agreement for any purchase price adjustment payable under the Purchase
         Agreement; provided that such Indebtedness together with the cash
         consideration paid in connection with the Restatement Acquisition on
         the Restatement Effective Date does not exceed $105,000,000;

                  (x) other unsecured Indebtedness in an aggregate principal
         amount not exceeding $25,000,000 at any time outstanding; and

                  (xi) other unsecured Indebtedness in an aggregate principal
         amount not exceeding $25,000,000 at any time outstanding; provided
         that, at the time of and after giving effect to the incurrence of any
         such Indebtedness permitted by this clause (x), the Leverage Ratio
         (determined for this purpose based on Consolidated EBITDA for the
         period of four consecutive fiscal quarters most recently ended for
         which financial statements have been delivered pursuant to clause (a)
         or (b) of Section 5.01) shall not exceed 5.0 to 1.0.


                  (b) Holdings will not create, incur, assume or permit to exist
any Indebtedness except (i) Indebtedness created under the Loan Documents and
(ii) the Holdings Discount Notes.


                                       83
<PAGE>


                  (c) Neither Holdings nor the Borrower will, nor will they
permit any Restricted Subsidiary to, (i) issue any preferred stock or other
preferred Equity Interests (other than preferred stock issued by Holdings that
is not Disqualified Stock) or (ii) designate any other Indebtedness as
"Designated Senior Indebtedness" under and as defined in the Subordinated Debt
Documents.

                  SECTION 6.02. Liens. (a) The Borrower will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

                  (i) Liens created under the Loan Documents;

                  (ii) Permitted Encumbrances;

                  (iii) any Lien on any property or asset of the Borrower or any
         Restricted Subsidiary existing on the Effective Date and set forth in
         Schedule 6.02; provided that (A) such Lien shall not apply to any other
         property or asset of the Borrower or any Restricted Subsidiary and (B)
         such Lien shall secure only those obligations which it secures on the
         Effective Date and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;

                  (iv) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         Effective Date prior to the time such Person becomes a Subsidiary;
         provided that (A) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as the case may be, (B) such Lien shall not apply to any other property
         or assets of the Borrower or any Restricted Subsidiary and (C) such
         Lien shall secure only those obligations which it secures on the date
         of such acquisition or the date such Person becomes a Subsidiary, as
         the case may be and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;


                                       84
<PAGE>


                  (v) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Restricted Subsidiary; provided that
         (A) such security interests secure Indebtedness permitted by clause
         (vii) of Section 6.01(a), (B) such security interests and the
         Indebtedness secured thereby are incurred prior to or within 90 days
         after such acquisition or the completion of such construction or
         improvement, (C) the Indebtedness secured thereby does not exceed 100%
         of the cost of acquiring, constructing or improving such fixed or
         capital assets and (D) such security interests shall not apply to any
         other property or assets of the Borrower or any Restricted Subsidiary;

             (vi) Liens arising by operation of law that secure obligations in
         an aggregate amount not to exceed $5,000,000 at any time outstanding,
         including Liens imposed pursuant to Environmental Laws securing
         obligations not reasonably expected to exceed such amount; and

                  (vii) any sale or assignment of accounts receivable permitted
         by clause (c) of Section 6.05.

                  (b) Holdings will not create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect thereof, except Liens created under the Security Documents and
Permitted Encumbrances.

                  SECTION 6.03. Fundamental Changes. (a) Neither Holdings nor
the Borrower will, nor will they permit any Restricted Subsidiary to, merge into
or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any Person
may merge into any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary and (if any party to such merger is a
Subsidiary Loan Party) is a Subsidiary Loan Party and (iii) any Restricted
Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the
Lenders; provided that (A) the foregoing shall not be construed to prohibit the
Merger and (B) any such merger involving a Person that is not a wholly owned
Restricted Subsidiary immediately prior to such merger shall not be permitted
unless also permitted by Section 6.04.


                                       85
<PAGE>


                  (b) The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, engage to any material extent in any business other
than businesses of the type conducted by the Borrower and its Restricted
Subsidiaries on the Effective Date and businesses reasonably related thereto.

                  (c) Holdings will not engage in any business or activity other
than the ownership of shares of capital stock of the Borrower and activities
incidental thereto. Holdings will not own or acquire any assets (other than
shares of capital stock of the Borrower, cash and Permitted Investments) or
incur any liabilities (other than liabilities under the Loan Documents, the
Holdings Discount Notes Documents, liabilities imposed by law, including tax
liabilities, and other liabilities incidental to its existence and permitted
business and activities).

                  (d) Holdings shall not enter into any agreement relating to
the voting of any Equity Interests in the Borrower held by it except (i) with
respect to the election of directors of the Borrower; provided that Holdings
retains the direct or indirect power to appoint at least 80% of the directors of
the Borrower and (ii) to grant to any other holder of common stock of the
Borrower the right to approve the taking of any action by the Borrower that
would also require the approval in writing of the Lenders or the Required
Lenders, as applicable, under the terms and conditions of this Agreement or the
other Loan Documents.

                  (e) Holdings shall not sell or otherwise transfer any Equity
Interests of the Borrower to any Person unless (i) all the Equity Interests of
the Borrower sold or otherwise transferred to Persons other than Holdings
consist of common stock, (ii) either (A) all the common stock of the Borrower
consists of common stock of the same class and has the same rights (including
voting rights) and privileges or (B) the common stock of the Borrower that is
owned by Persons other than Holdings either does not entitle the holders thereof
to voting rights or, in the aggregate, entitles the holders thereof to not more
than 20% of the total voting power of all classes of voting common stock of the
Borrower, and (iii) all such Equity Interests are pledged to the Collateral
Agent for the benefit of the Secured Parties pursuant to a pledge agreement that
is substantially the same as the Pledge Agreement so that, after giving effect
to all such sales or other transfers of Equity Interests of the Borrower, 100%
of the capital stock of the Borrower remains pledged to secure the Obligations
(as defined in the Pledge Agreement).


                                       86
<PAGE>


                  (f) The Borrower shall not issue any Equity Interests to any
Person other than Holdings unless (i) all the Equity Interests of the Borrower
issued to Persons other than Holdings consist of common stock, (ii) either (A)
all the common stock of the Borrower consists of common stock of the same class
and has the same rights (including voting rights) and privileges or (B) the
common stock of the Borrower that is owned by Persons other than Holdings either
does not entitle the holders thereof to voting rights or, in the aggregate,
entitles the holders thereof to not more than 20% of the total voting power of
all classes of voting common stock of the Borrower, and (iii) all such Equity
Interests are pledged to the Collateral Agent for the benefit of the Secured
Parties pursuant to a pledge agreement that is substantially the same as the
Pledge Agreement so that, after giving effect to all such issuances of Equity
Interests of the Borrower, 100% of the capital stock of the Borrower remains
pledged to secure the Obligations (as defined in the Pledge Agreement).

                  SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly owned Restricted Subsidiary prior to such
merger) any Equity Interests in or evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

                  (a) the Acquisition and the Restatement Acquisition;

                  (b) Permitted Investments;

                  (c) investments existing on the Effective Date and set forth
         on Schedule 6.04;


                                       87
<PAGE>


                  (d) investments by the Borrower and its Restricted
         Subsidiaries in Equity Interests in their respective Subsidiaries;
         provided that (i) any such Equity Interests in a Subsidiary held by a
         Loan Party shall be pledged pursuant to the Pledge Agreement (subject
         to the limitations applicable to the pledge of Equity Interests in
         Foreign Subsidiaries set forth in Section 5.12), (ii) the aggregate
         amount of investments by Loan Parties in, and loans and advances by
         Loan Parties to, and Guarantees by Loan Parties of Indebtedness of,
         Unrestricted Subsidiaries (including all such investments, loans,
         advances and Guarantees existing on the Effective Date) shall not
         exceed $25,000,000 at any time outstanding (it being understood that,
         for purposes of determining outstanding investments in Unrestricted
         Subsidiaries, the sale or disposition by a Loan Party of an investment
         in an Unrestricted Subsidiary shall be deemed to reduce investments in
         Unrestricted Subsidiaries by an amount equal to the Net Proceeds of
         such sale or disposition) and (iii) the aggregate amount of investments
         by Loan Parties in, and loans and advances by Loan Parties to, and
         Guarantees by Loan Parties of Indebtedness of, Restricted Subsidiaries
         that are Foreign Subsidiaries (including all such investments, loans,
         advances and Guarantees existing on the Effective Date) shall not
         exceed 5% of Total Assets at any time outstanding (it being understood
         that, for purposes of determining outstanding investments in Restricted
         Subsidiaries that are Foreign Subsidiaries, the sale or disposition by
         a Loan Party of an investment in a Restricted Subsidiary that is a
         Foreign Subsidiary shall be deemed to reduce investments in Restricted
         Subsidiaries that are Foreign Subsidiaries by an amount equal to the
         Net Proceeds of such sale or disposition);

                  (e) loans or advances made by the Borrower to any Subsidiary
         and made by any Restricted Subsidiary to the Borrower or any other
         Subsidiary; provided that the amount of such loans and advances made by
         Loan Parties to Unrestricted Subsidiaries, or to Restricted
         Subsidiaries that are Foreign Subsidiaries, shall be subject to the
         limitations set forth in clause (d) above;


                                       88
<PAGE>


                  (f) Guarantees constituting Indebtedness permitted by Section
         6.01; provided that (i) a Restricted Subsidiary shall not Guarantee the
         Subordinated Debt unless (A) such Restricted Subsidiary also has
         Guaranteed the Obligations pursuant to the Guarantee Agreement, (B)
         such Guarantee of the Subordinated Debt is subordinated to such
         Guarantee of the Obligations on terms no less favorable to the Lenders
         than the subordination provisions of the Subordinated Debt and (C) such
         Guarantee of the Subordinated Debt provides for the release and
         termination thereof, without action by any party, upon the sale or
         transfer of the Equity Interests of such Restricted Subsidiary as a
         result of a foreclosure of the Lien on such Equity Interests that
         secures the Obligations, where (1) after such sale or transfer, such
         Restricted Subsidiary is no longer a Subsidiary and (2) the Net
         Proceeds resulting from such sale or transfer are applied in accordance
         with the terms of the Subordinated Debt Documents that would apply to a
         sale of such Equity Interests by the Borrower, and (ii) the aggregate
         principal amount of Indebtedness of Unrestricted Subsidiaries, or of
         Restricted Subsidiaries that are Foreign Subsidiaries, that is
         Guaranteed by any Loan Party shall be subject to the limitations set
         forth in clause (d) above;

                  (g) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Permitted Acquisitions; provided that the sum of all
         consideration (other than common Equity Interests of Holdings) paid or
         otherwise delivered in connection with Permitted Acquisitions
         (including the principal amount of any Indebtedness issued as deferred
         purchase price and the fair market value of any other non-cash
         consideration but excluding the amount of Net Proceeds from Prepayment
         Events described in clause (a) of the definition of the term Prepayment
         Event that are applied, in accordance with Section 2.11(c), to make
         such Permitted Acquisitions) plus the aggregate principal amount of all
         Indebtedness otherwise incurred or assumed in connection with, or
         resulting from, Permitted Acquisitions (including Indebtedness of any
         acquired Persons outstanding at the time of the applicable Permitted
         Acquisition) shall not exceed, on a cumulative basis during the term of
         this Agreement, $50,000,000;

                  (i) any investments in or loans to any other Person received
         as noncash consideration for sales, transfers, leases and other
         dispositions permitted by Section 6.05; and

                  (j) any other investments in, advances or loans to or
         Guarantees of Indebtedness of, any Person in an aggregate amount not to
         exceed $25,000,000 at any time outstanding.


                                       89
<PAGE>


                  SECTION 6.05. Asset Sales. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will the
Borrower permit any of its Restricted Subsidiaries to issue any additional
Equity Interest in such Restricted Subsidiary, except:

                  (a) sales of inventory, used or surplus equipment and
         Permitted Investments in the ordinary course of business;

                  (b) sales, transfers and dispositions to the Borrower or a
         Restricted Subsidiary;

                  (c) sales of accounts receivable (i) that are delinquent or
         the amount of which is in dispute, in each case in connection with the
         compromise or collection thereof in the ordinary course of business, or
         (ii) of any account debtor in connection with the termination,
         wind-down or restructuring of the relationship with such account debtor
         in the ordinary course of business;

                  (d) sales, transfers and dispositions of any Equity Interests
         of, loans or advances to, or other investments in, any Unrestricted
         Subsidiary; and

                  (e) sales, transfers and other dispositions of assets (other
         than Equity Interests in a Subsidiary) that are not permitted by any
         other clause of this Section; provided that the aggregate fair market
         value of all assets sold, transferred or otherwise disposed of in
         reliance upon this clause (e) shall not exceed $30,000,000 in the
         aggregate during the term of this Agreement;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and for at least 80% cash consideration and provided, further, that the
aggregate non-cash consideration received for all sales, transfers, leases and
other dispositions permitted hereby shall not exceed $10,000,000.


                                       90
<PAGE>


                  SECTION 6.06. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of its Restricted Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred, except for any such sale of any fixed or
capital assets that is made for cash consideration in an amount not less than
the cost of such fixed or capital asset and is consummated within 90 days after
the Borrower or such Subsidiary acquires or completes the construction of such
fixed or capital asset.

                  SECTION 6.07. Hedging Agreements. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any Hedging
Agreement, other than (a) Hedging Agreements required by Section 5.14 and (b)
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Restricted Subsidiary is exposed in
the conduct of its business or the management of its liabilities.


                                       91
<PAGE>


                  SECTION 6.08. Restricted Payments; Certain Payments of
Indebtedness. (a) Other than the payment of amounts payable under the
Acquisition Documents as consideration for the Acquisition (or paying a dividend
to Holdings to enable Holdings to make any such payment), neither Holdings nor
the Borrower will, nor will they permit any Restricted Subsidiary to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
or incur any obligation (contingent or otherwise) to do so, except (i) Holdings
may declare and pay dividends with respect to its capital stock payable solely
in additional shares of its common stock, (ii) Subsidiaries may declare and pay
dividends ratably with respect to their capital stock, (iii) Holdings may make
Restricted Payments (and the Borrower may make Restricted Payments to Holdings
to enable Holdings to make such Restricted Payments), not exceeding $2,000,000
during any fiscal year, pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Borrower and its
Subsidiaries, (iv) the Borrower may pay dividends to Holdings at such times and
in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be
necessary to permit Holdings to pay reasonable administrative expenses incurred
in the ordinary course of its business, (v) Holdings may make Restricted
Payments (and the Borrower may make Restricted Payments to Holdings to enable
Holdings to make such Restricted Payments), not exceeding $5,000,000 in any
fiscal year and not exceeding $10,000,000 in the aggregate during the term of
this Agreement, to repurchase Equity Interests in Holdings owned by employees or
former employees of the Borrower or the Subsidiaries pursuant to the terms of
agreements (including employment agreements) with such employees, (vi) the
Borrower may make Restricted Payments to Holdings to enable Holdings to pay
management fees pursuant to the Management Agreement that are permitted to be
paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make
Restricted Payments to Holdings at such times and in such amounts (but not prior
to the fifth anniversary of the date of issuance of the Holdings Discount Notes)
as shall be necessary to enable Holdings (A) on the fifth anniversary of the
date of issuance of the Holdings Discount Notes, to redeem the amount of
Holdings Discount Notes equal to the Holdings Discount Notes Redemption Amount
and (B) after such fifth anniversary, to make interest payments in cash on such
Holdings Discount Notes as and when due; provided, that at the time of and after
giving effect to each Restricted Payment made in reliance upon this clause
(vii), the Borrower and its Restricted Subsidiaries are in compliance with the
covenants contained in Sections 6.12 and 6.13 as of the end of the most recent
fiscal quarter for which financial statements are available assuming that Total
Debt or Total Senior Debt, as applicable, as of the last day of such quarter had
been equal to the Total Debt or Total Senior Debt, as applicable, as of the date
of such Restricted Payment after giving effect to such Restricted Payment, and
(viii) Holdings and the Borrower may make additional Restricted Payments for the
purposes contemplated by clauses (iii) through (v) of this Section 6.08(a) in an
aggregate amount not to exceed $5,000,000 during the term of this Agreement;
provided that any Restricted Payment otherwise permitted by clause (iii) and
clauses (v) through (viii) above shall not be permitted if at the time thereof
and after giving effect thereto a Default shall have occurred and be continuing;
provided further, that the provisions of clauses (iii) through (viii) above that
permit certain dividends or other Restricted Payments to Holdings shall not be
construed to permit the payment of dividends or other Restricted Payments to any
other holder of Equity Interests of the Borrower.

                  (b) Neither Holdings nor the Borrower will, nor will they
permit any Restricted Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancelation or termination of
any Indebtedness, except:

                  (i) payment of Indebtedness created under the Loan Documents;

                                       92
<PAGE>


                  (ii) payment of regularly scheduled interest and principal
         payments as and when due in respect of any Indebtedness, other than
         payments in respect of the Subordinated Debt or Existing Notes
         prohibited by the subordination provisions thereof;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01;

                  (iv) payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness;

                  (v) repayment of all amounts outstanding under the Existing
         Credit Agreement and purchase of the Existing Notes accepted for
         payment pursuant to the Debt Tender Offer, in each case on the
         Effective Date; and

                  (vi) redemption of any Existing Notes that remain outstanding
         after consummation of the Debt Tender Offer.

                  SECTION 6.09. Transactions with Affiliates. Neither Holdings
nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions that do not
involve Holdings and are at prices and on terms and conditions not less
favorable to the Borrower or such Restricted Subsidiary than could be obtained
on an arm's-length basis from unrelated third parties, (b) transactions between
or among the Borrower and the Subsidiary Loan Parties not involving any other
Affiliate, (c) to pay management fees in accordance with the Management
Agreement in an aggregate amount not to exceed $750,000 in any fiscal year and
(d) any Restricted Payment permitted by Section 6.08.


                                       93
<PAGE>


                  SECTION 6.10. Restrictive Agreements. Neither Holdings nor the
Borrower will, nor will they permit any Restricted Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur
or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Restricted Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrower or any other Restricted Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Restricted Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law
or by any Loan Document or Subordinated Debt Document, (ii) the foregoing shall
not apply to restrictions and conditions existing on the Effective Date
identified on Schedule 6.10 (but shall apply to any amendment or modification
expanding the scope of any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases
restricting the assignment thereof.

                  SECTION 6.11. Amendment of Material Documents. Neither
Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend,
modify or waive any of its rights under (a) any Subordinated Debt Document, (b)
its certificate of incorporation, by-laws or other organizational documents, (c)
the Existing Notes Indenture other than as contemplated by the Debt Tender
Offer, (d) the LLC Agreement, (e) the Management Agreement and (f) the Holdings
Discount Notes Documents, in each case in any manner that is adverse to the
interests of the Lenders or the Loan Parties.

                  SECTION 6.12. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of the last day of any fiscal quarter ending on any date
during any period set forth below to exceed the ratio set forth below opposite
such period:

                                       94

<PAGE>
<TABLE>
<CAPTION>


                  Period                                                   Ratio
                  ------                                                   -----
<S>               <C>                                                  <C>
                  September 27, 1999 to and
                  including March 31, 2000                             6.50 to 1.00

                  April 1, 2000 to and including
                  September 30, 2000                                   6.25 to 1.00

                  October 1, 2000 to and including
                  March 31, 2001                                       5.75 to 1.00

                  April 1, 2001 to and including
                  March 31, 2002                                       5.25 to 1.00

                  April 1, 2002 to and including
                  March 31, 2003                                       4.75 to 1.00

                  April 1, 2003 to and including
                  March 31, 2004                                       4.25 to 1.00

                  Thereafter                                           4.00 to 1.00
</TABLE>


                  SECTION 6.13. Senior Leverage Ratio. The Borrower will not
permit the Senior Leverage Ratio as of the last day of any fiscal quarter ending
on any date during any period set forth below to exceed the ratio set forth
below opposite such period:
<TABLE>
<CAPTION>

                  Period                                                   Ratio
                  ------                                                   -----
<S>               <C>                                                  <C>
                  September 27, 1999 to and
                  including September 30, 2000                         4.25 to 1.00

                  October 1, 2000 to and including
                  March 31, 2002                                       4.00 to 1.00

                  April 1, 2002 to and including
                  March 31, 2003                                       3.75 to 1.00

                  April 1, 2003 to and including
                  March 31, 2004                                       3.50 to 1.00

                  Thereafter                                           3.00 to 1.00

</TABLE>

                                       95

<PAGE>


                  SECTION 6.14. Consolidated Interest Expense Coverage Ratio.
The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b)
Consolidated Interest Expense for any period of four consecutive fiscal quarters
ending on any date during any period set forth below to be less than the ratio
set forth below opposite such period:
<TABLE>
<CAPTION>

                  Period                                               Ratio
                  ------                                               -----
<S>               <C>                                                  <C>
                  September 27, 1999 to and
                  including December 31, 1999                          1.50 to 1.00

                  January 1, 2000 to and including
                  June 30, 2000                                        1.55 to 1.00

                  July 1, 2000 to and including
                  December 31, 2000                                    1.65 to 1.00

                  January 1, 2001 to and including
                  June 30, 2001                                        1.90 to 1.00

                  July 1, 2001 to and including
                  March 31, 2002                                       2.00 to 1.00

                  April 1, 2002 to and including
                  March 31, 2003                                       2.25 to 1.00

                  Thereafter                                           2.50 to 1.00
</TABLE>

For purposes of determining compliance with this Section 6.14, Consolidated
Interest Expense for the period of four consecutive fiscal quarters ended (i)
September 27, 1999, shall be deemed to be equal to the product of Consolidated
Interest Expense for the fiscal quarter then ended multiplied by four, (ii)
December 27, 1999, shall be deemed to be equal to the product of Consolidated
Interest Expense for the two consecutive fiscal quarters then ended multiplied
by two and (iii) March 27, 2000, shall be deemed to be equal to the product of
Consolidated Interest Expense for the three consecutive fiscal quarters then
ended multiplied by four-thirds.

                                       96

<PAGE>


                  SECTION 6.15. Consolidated Fixed Charge Coverage Ratio. The
Borrower will not permit the ratio of (a) Consolidated EBITDA minus Taxes paid
in cash by Holdings, the Borrower and its Restricted Subsidiaries to (b)
Consolidated Fixed Charges for any period of four consecutive fiscal quarters
ending on any date on or after September 27, 1999, to be less than 1.10 to 1.00.
For purposes of determining compliance with this Section 6.15, Consolidated
Fixed Charges for the period of four consecutive fiscal quarters ended (i)
September 27, 1999, shall be deemed to be equal to the product of Consolidated
Fixed Charges for the fiscal quarter then ended multiplied by four, (ii)
December 27, 1999, shall be deemed to be equal to the product of Consolidated
Fixed Charges for the two consecutive fiscal quarters then ended multiplied by
two and (iii) March 27, 2000, shall be deemed to be equal to the product of
Consolidated Fixed Charges for the three consecutive fiscal quarters then ended
multiplied by four-thirds.

                  SECTION 6.16. Capital Expenditures. The Borrower and its
Restricted Subsidiaries shall not incur or make Capital Expenditures during any
fiscal year ending on a date set forth below in excess of the amount set forth
below opposite such date:

<TABLE>
<CAPTION>

                 Fiscal Year Ending                                          Amount
                 ------------------                                          ------
<S>                <C>                                                    <C>
                   March 27, 2000                                          $27,500,000

                   March 26, 2001                                          $28,500,000

                   March 25, 2002                                          $29,000,000

            March 27, 2003 and thereafter                                  $30,000,000
</TABLE>

provided that 50% of the unused amount of any Capital Expenditures permitted to
be made during each fiscal year and not made during such fiscal year may be
carried over and expended during the next succeeding fiscal year (and any amount
so carried over shall be deemed the first amount applied and expended for
Capital Expenditures during such next succeeding fiscal year).


                                   ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
         occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;


                                       97
<PAGE>


                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Loan
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of three Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of Holdings, the Borrower or any Subsidiary in or in
         connection with any Loan Document or any amendment or modification
         thereof or waiver thereunder, or in any report, certificate, financial
         statement or other document furnished pursuant to or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, shall prove to have been incorrect (or, in the case of any
         such representation or warranty that is not qualified as to
         materiality, incorrect in any material respect) when made or deemed
         made;

                  (d) Holdings or the Borrower shall fail to observe or perform
         any covenant, condition or agreement contained in Section 5.02, 5.04
         (with respect to the existence of Holdings or the Borrower) or 5.11 or
         in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the Borrower (which
         notice will be given at the request of any Lender);

                  (f) Holdings, the Borrower or any Restricted Subsidiary shall
         fail to make any payment of principal or interest (regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable (after giving effect to any applicable
         period of grace, in the case of interest);

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits the holder or holders of any Material Indebtedness
         or any trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                                       98
<PAGE>


                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of Holdings, the Borrower or
         any Restricted Subsidiary or its debts, or of a substantial part of its
         assets, under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect or (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for Holdings, the Borrower or any
         Restricted Subsidiary or for a substantial part of its assets, and, in
         any such case, such proceeding or petition shall continue undismissed
         for 60 days or an order or decree approving or ordering any of the
         foregoing shall be entered;

                  (i) Holdings, the Borrower or any Restricted Subsidiary shall
         (i) voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for Holdings, the Borrower or any
         Restricted Subsidiary or for a substantial part of its assets, (iv)
         file an answer admitting the material allegations of a petition filed
         against it in any such proceeding, (v) make a general assignment for
         the benefit of creditors or (vi) take any action for the purpose of
         effecting any of the foregoing;

                  (j) Holdings, the Borrower or any Restricted Subsidiary shall
         become unable, admit in writing its inability or fail generally to pay
         its debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $5,000,000 shall be rendered against
         Holdings, the Borrower, any Restricted Subsidiary or any combination
         thereof and the same shall remain undischarged for a period of 30
         consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any assets of Holdings, the Borrower or any
         Restricted Subsidiary to enforce any such judgment;


                                       99
<PAGE>


                  (l) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, could
         reasonably be expected to result in a Material Adverse Effect;

                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any Collateral, with the priority
         required by the applicable Security Document, except (i) as a result of
         the sale or other disposition of the applicable Collateral in a
         transaction permitted under the Loan Documents or (ii) as a result of
         the Administrative Agent's failure to maintain possession of any stock
         certificates, promissory notes or other instruments delivered to it
         under the Collateral Agreement; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.


                                      100

<PAGE>
                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints The Chase Manhattan Bank as Administrative Agent and Collateral Agent
(for purposes of this Article VIII, collectively, the "Agent") and authorizes
the Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

                  The bank serving as the Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with Holdings, the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Agent hereunder.


                                      101
<PAGE>


                  The Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to Holdings, the Borrower or any
of its Subsidiaries that is communicated to or obtained by the bank serving as
Agent or any of its Affiliates in any capacity. The Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or wilful misconduct. The Agent shall be
deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Agent by Holdings, the Borrower or a Lender, and the
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any
Loan Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Agent.

                  The Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

                  The Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Agent. The Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Agent.


                                      102
<PAGE>


                  Subject to the appointment and acceptance of a successor Agent
as provided in this paragraph, the Agent may resign at any time by notifying the
Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Agent's resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while it was acting
as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.


                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to Holdings or the Borrower, to it at American Media
         Operations, Inc., 600 East Coast Avenue, Lantana, Florida 33464-0002,
         Attention of Richard W. Pickert and Lawrence Bornstein (Telecopy No.
         (561) 540-1018), with a copy to EMP Group L.L.C., 65 East 55th Street,
         New York, New York 10022, Attention of Austin M. Beutner (Telecopy No.
         (212) 857-3122);


                                      103
<PAGE>


                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Janet Belden (Telecopy
         No. (212) 552-5658), with a copy to The Chase Manhattan Bank, 270 Park
         Avenue, New York, New York 10017, Attention of Ed deForest (Telecopy
         No. (212) 270-5120);

                  (c) if to the Issuing Bank, to it at The Chase Manhattan Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658);

                  (d) if to the Swingline Lender, to it at The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Janet Belden (Telecopy
         No. (212) 552-5658); and

                  (e) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.


                                      104
<PAGE>


                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender
in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, the Collateral Agent,
any Lender or the Issuing Bank may have had notice or knowledge of such Default
at the time.


                                      105
<PAGE>


                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the maturity of any Loan, or any scheduled date of payment of the
principal amount of any Term Loan under Section 2.10, or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change Section
2.18(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) change any of
the provisions of this Section or the percentage set forth in the definition of
"Required Lenders" or any other provision of any Loan Document specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (or each Lender
of such Class, as the case may be), (vi) release all or any substantial part of
the Guarantees made by Holdings and the Subsidiary Loan Parties under the
Guarantee Agreement (except as expressly provided in the Guarantee Agreement),
or limit their liability in respect of all or any substantial part of such
Guarantees, without the written consent of each Lender, (vii) release all or any
substantial part of the Collateral from the Liens of the Security Documents,
without the written consent of each Lender, (viii) change any provisions of any
Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently than
those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each adversely affected Class or (ix) change the rights of the Tranche B
Lenders to decline mandatory prepayments as provided in Section 2.11, without
the written consent of Tranche B Lenders holding a majority of the outstanding
Tranche B Loans; provided further that (A) no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender without the prior
written consent of the Administrative Agent, the Collateral Agent, the Issuing
Bank or the Swingline Lender, as the case may be, and (B) any waiver, amendment
or modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders (but not the Tranche A Lenders and
Tranche B Lenders), the Tranche A Lenders (but not the Revolving Lenders and
Tranche B Lenders) or the Tranche B Lenders (but not the Revolving Lenders and
Tranche A Lenders) may be effected by an agreement or agreements in writing
entered into by Holdings, the Borrower and requisite percentage in interest of
the affected Class of Lenders. Notwithstanding the foregoing, any provision of
this Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent (and, if their
rights or obligations are affected thereby, the Issuing Bank and the Swingline
Lender) if (i) by the terms of such agreement the Commitment of each Lender not
consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.


                                      106
<PAGE>


                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent and their Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and the Collateral Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender, in connection with the enforcement or protection
of its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Collateral Agent, the Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any Mortgaged Property or Restatement Mortgaged
Property or any other property currently or formerly owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or wilful misconduct of such Indemnitee.


                                      107
<PAGE>


                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the sum of the total
Revolving Exposures, outstanding Term Loans and unused Commitments at the time.

                  (d) To the extent permitted by applicable law, neither
Holdings nor the Borrower shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


                                      108
<PAGE>


                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender
or a Related Fund of a Lender, each of the Borrower and the Administrative Agent
(and, in the case of an assignment of all or a portion of a Revolving Commitment
or any Lender's obligations in respect of its LC Exposure or Swingline Exposure,
the Issuing Bank and the Swingline Lender) must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld), (ii)
except in the case of an assignment to a Lender or an Affiliate of a Lender or a
Related Fund of a Lender or an assignment of the entire remaining amount of the
assigning Lender's Commitment or Loans, the amount of the Commitment or Loans of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, except that this
clause (iii) shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender's rights and obligations in
respect of one Class of Commitments or Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and provided further that
any consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article VII has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

                                      109
<PAGE>


                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and Holdings, the Borrower, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Bank and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


                                      110
<PAGE>


                  (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Holdings, the Borrower,
the Administrative Agent, the Issuing Bank and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


                                      111
<PAGE>


                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent and Collateral Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of the other parties hereto
required by paragraph (a) of Section 4.01, and thereafter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


                                      112
<PAGE>


                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Collateral Agent, the
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against Holdings, the
Borrower or its properties in the courts of any jurisdiction.


                                      113
<PAGE>


                  (c) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.


                                      114
<PAGE>


                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' and its Related Funds' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), or to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor agrees
to be bound by the provisions of this Section 9.12), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent, the Issuing Bank or any Lender on
a nonconfidential basis from a source other than Holdings or the Borrower. For
the purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
Holdings or the Borrower. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.


                                      115
<PAGE>


                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                  SECTION 9.14. Original Credit Agreement; Effectiveness of
Amendment and Restatement. Until this Agreement becomes effective upon the
satisfaction, or waiver by the Required Lenders (as defined in the Original
Credit Agreement) and each Lender with a Tranche B-1 Term Loan Commitment, of
the conditions set forth in Section 4.01, the Original Credit Agreement shall
remain in full force and effect and shall not be affected hereby. After the
Restatement Effective Date, all obligations of the Borrower under the Original
Credit Agreement shall become obligations of the Borrower hereunder, secured by
the Security

                                      116
<PAGE>


Documents, and the provisions of the Original Credit Agreement shall be
superseded by the provisions hereof.


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

<TABLE>
<CAPTION>
<S>                                                  <C>

                                                     AMERICAN MEDIA, INC.,

                                                     by
                                                     /s/ John A. Miley
                                                     -----------------
                                                     Name:  John A. Miley
                                                     Title:  EVP, CFO


                                                     AMERICAN MEDIA OPERATIONS, INC.,

                                                     by
                                                     /s/ John A. Miley
                                                     -----------------
                                                     Name:  John A. Miley
                                                     Title:  EVP, CFO


                                                     THE CHASE MANHATTAN BANK,
                                                     individually and as Administrative Agent,

                                                     by
                                                     /s/ Laurie B. Perper
                                                     --------------------
                                                     Name:  Laurie B. Perper
                                                     Title:  Vice President


                                                     CAISSE DE DEPOT ET PLACEMENT DU QUEBEC,

                                                     by
                                                     /s/ Lucie Rousseau
                                                     ------------------
                                                     Name:  Lucie Rousseau
                                                     Title:  Vice President


                                                     THE BANK OF NEW YORK,

                                                     by
                                                     /s/ Cynthia L. Rogers
                                                     ---------------------
                                                     Name:  Cynthia L. Rogers
                                                     Title:  Vice President

                                      117
<PAGE>


                                                     GENERAL ELECTRIC CAPITAL CORPORATION,


                                                     by
                                                     /s/ Robert M. Kadlick
                                                     ---------------------
                                                     Name:  Robert M. Kadlick
                                                     Title: Duly Authorized Signatory


                                                     HELLER FINANCIAL,


                                                     by
                                                     /s/ Sheila C. Weimer
                                                     --------------------
                                                     Name:  Sheila C. Weimer
                                                     Title:  Vice President


                                                     CREDIT AGRICOLE INDOSUEZ,

                                                     by
                                                     /s/ Craig Welch
                                                     ---------------
                                                     Name:  Craig Welch
                                                     Title:  First Vice President

                                                     by
                                                     /s/ John McCloskey
                                                     ------------------
                                                     Name:  John McCloskey
                                                     Title:  Vice President


                                                     CYPRESSTREE SENIOR FLOATING RATE FUND,


                                                     by CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.,
                                                     as Portoflio Manager,

                                                     by
                                                     /s/ Jonathan D. Sharkey
                                                     -----------------------
                                                     Name:  Jonathan D. Sharkey
                                                     Title:  Principal


                                      118

<PAGE>


                                                     NORTH AMERICAN SENIOR FLOATING RATE FUND,


                                                     by CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.,
                                                     as Portfolio Manager,

                                                     by
                                                     /s/ Jonathan Sharkey
                                                     --------------------
                                                     Name:  Jonathan Sharkey
                                                     Title:  Principal


                                                     CYPRESSTREE INVESTMENT FUND, LLC,


                                                     by
                                                     /s/ Jonathan D. Sharkey
                                                     -----------------------
                                                     Name:  Jonathan D. Sharkey
                                                     Title:  Principal


                                                     CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,

                                                     by
                                                     /s/ Jonathan D. Sharkey
                                                     -----------------------
                                                     Name:  Jonathan D. Sharkey
                                                     Title:  Principal


                                                     KZH SHENKMAN LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     KZH IV LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                      119

<PAGE>


                                                     KZH SHOSHONE LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     KZH APPALOOSA LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     KZH SOLEIL-2 LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     KZH WATERSIDE LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     KZH STERLING LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                      120

<PAGE>


                                                     KZH CYPRESSTREE-1 LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     TRAVELERS CORPORATE LOAN FUND INC.,


                                                     by TRAVELERS ASSET MANAGEMENT INTERNATIONAL CORPORATION,


                                                     by
                                                     /s/ John W. Petchler
                                                     --------------------
                                                     Name:  John W. Petchler
                                                     Title: Second Vice President


                                                     THE TRAVELERS INSURANCE COMPANY,


                                                     by
                                                     /s/ John W. Petchler
                                                     --------------------
                                                     Name:  John W. Petchler
                                                     Title:  Second Vice President


                                                     FRANKLIN FLOATING RATE TRUST,


                                                     by
                                                     /s/ Chauncey Lufkin
                                                     -------------------
                                                     Name:  Chauncey Lufkin
                                                     Title:  Vice President


                                                     MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST,


                                                     by
                                                     /s/ Sheila Finnerty
                                                     -------------------
                                                     Name:  Sheila Finnerty
                                                     Title:  Vice President


                                                     MONUMENTAL LIFE INSURANCE COMPANY,

                                       121
<PAGE>


                                                     by
                                                     /s/ Mark E. Dunn
                                                     ----------------
                                                     Name:  Mark E. Dunn
                                                     Title:  Vice President


                                                     FLOATING RATE PORTFOLIO,


                                                     by INVESCO SENIOR SECURED MANAGEMENT, INC.,
                                                     as Attorney In Fact,

                                                     by
                                                     /s/ Joseph Rotondo
                                                     ------------------
                                                     Name:  Joseph Rotondo
                                                     Title:  Authorized Signatory


                                                     TORONTO DOMINION (NEW YORK), INC.,


                                                     by
                                                     /s/ Jorge A. Garcia
                                                     -------------------
                                                     Name:  Jorge A. Garcia
                                                     Title:  Vice President


                                                     NUVEEN SENIOR INCOME FUND,


                                                     by
                                                     /s/ Jeffrey W. Maillet
                                                     ----------------------
                                                     Name:  Jeffrey W. Maillet
                                                     Title: Executive Managing Director



                                      122

<PAGE>


                                                     THOROUGHBRED LIMITED PARTNERSHIP I,


                                                     by APPALOOSA MANAGEMENT L.P.,
                                                     its General Partner,

                                                     by  APPALOOSA PARTNERS INC.,
                                                     its General Partner,


                                                     by
                                                     /s/ James E. Bolin
                                                     ------------------
                                                     Name:  James E. Bolin
                                                     Title:  Vice President


                                                     KZH CRESCENT-2 LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     OCTAGON LOAN TRUST,


                                                     by OCTOGAN CREDIT INVESTORS,
                                                     as Manager,


                                                     by
                                                     /s/ Andrew D. Gordon
                                                     --------------------
                                                     Name:  Andrew D. Gordon
                                                     Title:  Portfolio Manager


                                                     KZH CRESCENT LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                       123
<PAGE>
                                                     KZH CRESCENT-3 LLC,


                                                     by
                                                     /s/ Peter Chin
                                                     --------------
                                                     Name:  Peter Chin
                                                     Title:  Authorized Agent


                                                     CYPRESSTREE INVESTMENT PARTNERS I., LTD,


                                                     by CYPRESS INVESTMENT MANAGEMENT COMPANY INC.,
                                                     as Portfolio Manager,

                                                     by
                                                     /s/ Jonathan D. Sharkey
                                                     -----------------------
                                                     Name:  Jonathan D. Sharkey
                                                     Title:  Principal


                                                     FIRST UNION NATIONAL BANK,


                                                     by
                                                     /s/ Magreger G. Hyde
                                                     --------------------
                                                     Name:  Magreger G. Hyde
                                                     Title:  V.P.


                                                     HIGHLAND LEGACY LIMITED,


                                                     by HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                                     as Collateral Manager,

                                                     by
                                                     /s/ Mark K. Okada CFA
                                                     ---------------------
                                                     Name:  Mark K. Okada CFA
                                                     Title: Executive Vice President

                                       124



<PAGE>

                                                     SANKATRY ADVISORS, INC.,
                                                     as Collateral Manager
                                                     for Great Point CLO 1999-1 Ltd,


                                                     by
                                                     /s/ Diane J. Exter
                                                     ------------------
                                                     Name:  Diane J. Exter
                                                     Title:  Portfolio Manager


                                                     SKM-LIBERTY VIEW CBO I,


                                                     by
                                                     /s/ Kenneth C. Klegar
                                                     ---------------------
                                                     Name:  Kenneth C. Klegar
                                                     Title:  Authorized Signatory


                                                     VAN KAMPEN PRIME INCOME TRUST,


                                                     by VAN KAMPEN INVESTMENT ADVISORY CORP.,

                                                     by
                                                     /s/ Darwin D. Pierce
                                                     --------------------
                                                     Name:  Darwin D. Pierce
                                                     Title:  Vice President


                                                     VAN KAMPEN CLO II, LIMITED,


                                                     by VAN KAMPEN MANAGEMENT INC.,
                                                     as Collateral Manager,

                                                     by
                                                     /s/ Darwin D. Pierce
                                                     --------------------
                                                     Name:  Darwin D. Pierce
                                                     Title:  Vice President



                                      125

<PAGE>


                                                     UNITED OF OMAHA LIFE INSURANCE COMPANY,


                                                     by TCW ASSET MANAGEMENT COMPANY,
                                                     its Investment Advisor,

                                                     by
                                                     /s/ Justin L. Driscoll
                                                     ----------------------
                                                     Name:  Justin L. Driscoll
                                                     Title:  Senior Vice President

                                                     by
                                                     /s/ Jonathan R. Insull
                                                     ----------------------
                                                     Name:  Jonathan R. Insull
                                                     Title:  Vice President


</TABLE>



                                      126