EXECUTION COPY

SIXTH AMENDMENT

SIXTH AMENDMENT (this "Amendment") dated as of October 1, 1999 to the
Assumption Agreement and Amended and Restated Credit Agreement, dated as of
November 6, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TransWestern Publishing Company LLC, a
Delaware limited liability company (the "Company"), TWP Capital Corp. II, a
Delaware corporation and a wholly owned Subsidiary of the Company ("TWP
Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"),
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency,
as administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent") and First Union National Bank, a national banking
association, as documentation agent for the Lenders thereunder (in such
capacity, the "Documentation Agent" and, together with the Administrative
Agent, the "Agents").

W I T N E S S E T H :

WHEREAS, the Company has requested and the Administrative Agent and each
Lender have agreed to amend certain provisions of the Credit Agreement in the
manner provided below;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:

SECTION 1.  Defined Terms.  As used in this Amendment, unless otherwise
defined herein, terms defined in the Credit Agreement are used herein as
therein defined.  Unless otherwise indicated, all section and subsection
references are to the Credit Agreement.

SECTION 2.  Amendments. (a) Subsection 3.4(c) of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:

"(c)  The Revolving Credit Commitments shall automatically be permanently
reduced according to the following schedule, commencing on January 1, 2002, by
the amount set forth below opposite each such date:

January 1, 2002      $5,250,000
April 1, 2002        $5,250,000
July 1, 2002         $5,250,000
October 1, 2002      $5,250,000

January 1, 2003      $12,250,000
April 1, 2003        $12,250,000
July 1, 2003         $12,250,000
October 1, 2003      $12,250,000

Each such reduction shall be accompanied by prepayment of the Revolving Credit
Loans (together with fees and interest accrued thereon to the date of such
prepayment and any additional amounts owing under subsection 3.18) to the
extent, if any, that the Revolving Credit Loans then outstanding exceed the
amount of the Revolving Credit Commitments as so reduced."

(b)  Subsection 7.7 of the Credit Agreement is hereby amended by deleting the
amount "$3,000,000" appearing in such subsection and substituting in lieu
thereof the amount "$4,000,000".

(c)  Subsection 7.10(e) of the Credit Agreement is hereby amended by deleting
the amount "$100,000" appearing in such subsection and substituting in lieu
thereof the amount "$250,000".

<PAGE> 2

(d)  Subsection 7.10(f)(i) of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and substituting in lieu thereof the
following:

"(i) except for the acquisition by the Company from United Multimedia of
directories servicing certain areas in southern California to be consummated
by October 31, 1999, the Total Amount Expended in connection with which shall
be $16,500,000, the Total Amount Expended in connection with all Permitted
Acquisitions shall not exceed in the aggregate in any fiscal year of the
Company, $50,000,000, provided that after giving effect to such Permitted
Acquisitions, no Default or Event of Default shall have occurred and be
continuing."

(e) Schedule 1.1 of the Credit Agreement is hereby amended by deleting such
Schedule in its entirety and substituting in lieu thereof revised Schedule 1.1
attached hereto as Exhibit A.

SECTION 3.  Fees.  In consideration of the agreement of the Lenders to consent
to the amendments contained herein, the Borrowers agree to pay to each Lender
which so consents on or prior to October 1, 1999 (by executing and delivering
to the Administrative Agent or its counsel this Amendment on or prior to such
date), (i) an amendment fee in an amount equal to 0.25% of the aggregate
amount of such Lender's Term Loans and Revolving Credit Commitments
outstanding on the date hereof and (ii) in the case of each Lender the
Revolving Credit Commitment of which is increased hereby, an upfront fee in an
amount equal to 0.375% of the increase in such Lender's Revolving Credit
Commitment effected hereby; such fees shall be payable on the Amendment
Effective Date in immediately available funds to the Administrative Agent on
behalf of the applicable Lender.

SECTION 4.  Representations and Warranties.  After giving effect to this
Amendment, each Borrower hereby confirms, reaffirms and restates the
representations and warranties made by it in the Credit Agreement, provided
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.  Each
Borrower represents and warrants that, after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing.

SECTION 5.  Conditions to Effectiveness.  This Amendment shall become
effective on the date (the "Amendment Effective Date") on which all of the
following conditions precedent have been satisfied or waived:

(a)  the Borrowers, each Lender and the Administrative Agent shall have
executed and delivered to the Administrative Agent this Amendment; and
TransWestern Holdings L.P. shall have executed and delivered to the
Administrative Agent the Acknowledgment and Consent attached hereto;

(b)  the Administrative Agent shall have received a copy of the resolutions,
in form and substance satisfactory to the Administrative Agent, of the Sole
Member or the Board of Directors (or a duly authorized committee thereof) (as
the case may be) of each Borrower authorizing the execution, delivery and
performance of this Amendment, certified by the respective Secretary or an
Assistant Secretary of each Borrower as of the Amendment Effective Date, which
certificate shall be in form and substance reasonably satisfactory to the
Agents and shall state that the resolutions and other actions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate;

(c)  the Administrative Agent shall have received, with a counterpart for each
Lender, an executed legal opinion of Kirkland & Ellis, counsel to the
Borrowers, which shall be in form and substance satisfactory to the
Administrative Agent; and

<PAGE> 3

(d)  the Borrowers shall have paid the fees referred to in Section 3 above.

SECTION 6.  Miscellaneous.  Except as expressly amended pursuant to Section 2
above, the Credit Agreement shall continue to be, and shall remain, in full
force and effect in accordance with its terms.  This Amendment may be executed
by the parties hereto in any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  The Company agrees to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation
and execution of this Amendment including, without limitation, the fees and
disbursements of counsel to the Administrative Agent.  THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


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

TRANSWESTERN PUBLISHING COMPANY LLC
By: /s/ Joan M. Fiorito
Title: Vice President - CFO

TWP CAPITAL CORP. II
By: /s/ Joan M. Fiorito
Title: Vice President - CFO

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Administrative Agent
By: /s/ Tefta Ghilaga
Title: Executive Director

CIBC INC., as a Lender
By: /s/ Tefta Ghilaga
Title: Executive Director

FIRST UNION NATIONAL BANK, as Documentation Agent and as a Lender
By: /s/ Mark Misenheimer
Title: Director

BANK OF HAWAII
By: /s/ James C. Polk
Title: Vice President

BANKBOSTON, N.A.
By: /s/ Jennifer R. Buras
Title: Director

BANKERS TRUST COMPANY
By: /s/ Jim Reilly
Title: Vice President

FLEET NATIONAL BANK
By: /s/ Garret Komjathy
Title: Vice President

ARCHIMEDES FUNDING, L.L.C.
By:	ING Capital Advisors, Inc.,
as Collateral Manager
By: /s/ Michael D. Hatley
Title: Managing Director

KZH CRESCENT LLC
By: /s/ Peter Chin
Title: Authorized Agent

<PAGE> 4

KZH CRESCENT-3 LLC
By: /s/ Peter Chin
Title: Authorized Agent

CRESCENT/MACH I PARTNERS, L.P.
By: /s/ Jonathan Insull
Title: Vice President

VAN KAMPEN
PRIME RATE INCOME TRUST
By: /s/ Darvin D. Pierce
Title: Vice President

VAN KAMPEN
SENIOR FLOATING RATE FUND
By: /s/ Darvin D. Pierce
Title: Vice President

ALLIANCE INVESTMENT OPPORTUNITIES FUND, L.L.C.
By:  Alliance Investment Opportunities Management, L.L.C., as Managing Member
By:  Alliance Capital Management L.P., as Managing Member
By:  Alliance Capital Management Corporation, as General Partner
By: /s/ Kenneth G. Ostmann
Title: Vice President

MONUMENT CAPITAL, LTD.
By: /s/ Kenneth G. Ostmann
Title: Vice President

<PAGE> 5
Exhibit A to Sixth Amendment

Schedule 1.1 to
the Credit Agreement
(as of October 1, 1999)
<TABLE>
<CAPTION>
Bank/Address for Notices	Revolving Credit Commitment	Term Loans	Total Commitment/Loans
-------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                  <C>
CIBC Inc.                             $24,000,000.00	      $7,245,421.27	    $31,245,421.27
425 Lexington Avenue
New York, New York 10017
Attn: Tefta Ghilaga
Fax: (212) 856-3558

with a copy to:

Canadian Imperial Bank of Commerce
425 Lexington Avenue
New York, New York 10017
Attn: Agency Services
Fax: (212) 856-3763
-------------------------------------------------------------------------------------------------
First Union National Bank             $18,000,000.00        $7,783,882.34        $25,783,882.34
One First Union Center
301 S. College Street, DC-5
Charlotte, North Carolina 28288-0735
Attn: Mark Misenheimer
Fax: (704) 374-4092
-------------------------------------------------------------------------------------------------
Bank of Boston                       $11,500,000.00         $6,227,105.89       $17,727,105.89
100 Federal Street
Boston, MA  02110
Attn:  Sherry Hawkins
Fax:  (617) 434-3401

Fleet National Bank                   $5,500,000.00          $3,891.941.17	      $9,391,941.17
1185 Ave. of the Americas
17th Floor
New York, NY  10036
Attn:  Garret Komjathy
Fax:  (212) 819-6202

Bank of Hawaii                        $5,500,000.00          $3,891,941.17       $9,391,941.17
130 Merchant Street
20th Floor Honalulu, HI  93813
Attn:  James Polk
Fax:  (808) 537-8301

Deutsche Bank                         $5,500,000.00	                  ---	      $5,500,000.00
(Bankers Trust Co.)
One Bankers Trust Plaza
34th Floor
New York, NY  10006
Attn:  Jim Reilly
Fax:  (212) 250-7218

ING Bank (US) Capital Corp.                     ---         $6,227,105.89        $6,227,105.89
Archimedes Funding, LLC
333 S. Grand Avenue
Suite 4250
Los Angeles, CA  90071
Attn:  Jonathan David
Fax:  (213) 346-3995

<PAGE> 6
Van Kampen                                      ---         $6,227,105.89        $6,227,105.89
Prime Rate Income Trust
One Parkview Plaza
Oakbrook Terrace, IL  60181
Attn:  Jeff Miallet
Fax:  (630) 684-6777

Van Kampen                                      ---         $4,162,831.30       $4,162,831.30
Senior Floating Rate Fund
One Parkview Plaza
Oakbrook Terrace, IL  60181
Attn:  Jeff Miallet
Fax:  (630) 684-6777

Cresent/Mach Partners, L.P. TCW                 ---         $3,113,552.94       $3,113,552.94
200 Park Avenue
Suite 2200
New York, NY  10166
Attn:  Jonathan Insull
Fax:  (212) 771-4159

KZH Crescent  - 3 LLC
c/o Chase Manhattan Bank                        ---        $6,227,105.89        $6,227,105.89
450 West 33rd Street
15th Floor
New York, NY  10166
Attn:  Virginia Conway
Fax:  (212) 946-7776

KZH Crescent LLC
c/o Chase Manhattan Bank                       ---        $3,113,552.94        $3,113,552.94
450 West 33rd Street
15th Floor
New York, NY  10166
Attn:  Virginia Conway
Fax:  (212) 946-7776

Alliance Investment Opportunities LLC           ---       $3,891,941.17	     $3,891,941.17
1345 Ave. of the Americas
New York, NY  10105
Attn:  Joel Serebransky
Fax:  (212) 969-1466

Monument Capital, Ltd.                          ---       $4,159,512.14         $4,159,512.14
c/o Alliance Capital Mgmt., L.P.
1345 Ave. of the Americas
New York, NY  10105
Attn:  Scott Van Den Bosch
Fax:  (212) 969-6815


TOTAL                                 $70,000,000.00	     $66,163,000.00       $136,163,000.00

</TABLE>

<PAGE> 7
ACKNOWLEDGMENT AND CONSENT

The undersigned as Pledgor under the Pledge Agreement, dated as of November 6,
1997 (as amended, supplemented or otherwise modified from time to time, the
"Pledge Agreement"), made by the undersigned in favor of the Administrative
Agent, for the benefit of the Lenders, hereby (a) consents to the transactions
contemplated by this Amendment, and (b) acknowledges and agrees that the pledge
and grants of collateral security contained in such Pledge Agreement are, and
shall remain, in full force and effect after giving effect to this Amendment,
and all prior modifications to the Credit Agreement.

TRANSWESTERN HOLDINGS L.P.
By:  TransWestern Communications Company, 	Inc., its General Partner
By: /s/ Joan M. Fiorito
Title: Vice President - CFO