<PAGE>
                                                                     Exhibit 4.2

                                                                  EXECUTION COPY






                         AMERICAN MEDIA OPERATIONS, INC.

               10 1/4% Series B Senior Subordinated Notes due 2009







                                    INDENTURE



                          Dated as of February 14, 2002









                               JPMorgan Chase Bank

                                   as Trustee
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
                                    ARTICLE 1

                   Definitions and Incorporation by Reference
SECTION 1.01.  Definitions.....................................................................       1
SECTION 1.02.  Other Definitions...............................................................      21
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act...............................      21
SECTION 1.04.  Rules of Construction...........................................................      22

                                    ARTICLE 2

                                    The Notes

               SECTION 2.01. Amount of Notes; Issuable in Series.
SECTION 2.02.  Form and Dating.................................................................      24
SECTION 2.03.  Execution and Authentication....................................................      24
SECTION 2.04.  Registrar and Paying Agent......................................................      24
SECTION 2.05.  Paying Agent To Hold Money in Trust.............................................      25
SECTION 2.06.  Holder Lists....................................................................      25
SECTION 2.07.  Transfer and Exchange...........................................................      25
SECTION 2.08.  Replacement Notes...............................................................      26
SECTION 2.09.  Outstanding Notes...............................................................      27
SECTION 2.10.  Temporary Notes.................................................................      27
SECTION 2.11.  Cancelation.....................................................................      27
SECTION 2.12.  Defaulted Interest..............................................................      27
SECTION 2.13.  CUSIP and ISIN Numbers..........................................................      28

                                    ARTICLE 3

                                   Redemption
SECTION 3.01.  Notices to Trustee..............................................................      28
</TABLE>

                                      -i-
<PAGE>
<TABLE>
<S>                                                                                                  <C>
SECTION 3.02.  Selection of Notes To Be Redeemed...............................................      28
SECTION 3.03.  Notice of Redemption............................................................      28
SECTION 3.04.  Effect of Notice of Redemption..................................................      29
SECTION 3.05.  Deposit of Redemption Price.....................................................      29
SECTION 3.06.  Notes Redeemed in Part..........................................................      29

                                    ARTICLE 4

                                    Covenants
SECTION 4.01.  Payment of Notes................................................................      30
SECTION 4.02.  SEC Reports.....................................................................      30
SECTION 4.03.  Limitation on Indebtedness......................................................      30
SECTION 4.04.  Limitation on Restricted Payments...............................................      33
SECTION 4.05.  Limitation on Restrictions on Distributions from Restricted Subsidiaries........      38
SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock..............................      39
SECTION 4.07.  Limitation on Transactions with Affiliates......................................      42
SECTION 4.08.  Change of Control...............................................................      42
SECTION 4.09.  Compliance Certificate..........................................................      44
SECTION 4.10.  Further Instruments and Acts....................................................      44
SECTION 4.11.  Future Note Guarantors..........................................................      44
SECTION 4.12.  Limitation on Lines of Business.................................................      44
SECTION 4.13.  Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries..      44

                                    ARTICLE 5

                                Successor Company
SECTION 5.01.  (a) When Company May Merge or Transfer Assets...................................      45

                                    ARTICLE 6

                              Defaults and Remedies
SECTION 6.01.  Events of Default...............................................................      46
SECTION 6.02.  Acceleration....................................................................      48
SECTION 6.03.  Other Remedies..................................................................      48
SECTION 6.04.  Waiver of Past Defaults.........................................................      48
SECTION 6.05.  Control by Majority.............................................................      48
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                  <C>
SECTION 6.06.  Limitation on Suits.............................................................      49
SECTION 6.07.  Rights of Holders to Receive Payment............................................      49
SECTION 6.08.  Collection Suit by Trustee......................................................      49
SECTION 6.09.  Trustee May File Proofs of Claim................................................      49
SECTION 6.10.  Priorities......................................................................      50
SECTION 6.11.  Undertaking for Costs...........................................................      50
SECTION 6.12.  Waiver of Stay or Extension Laws................................................      50

                                    ARTICLE 7

                                     Trustee
SECTION 7.01.  Duties of Trustee...............................................................      51
SECTION 7.02.  Rights of Trustee...............................................................      52
SECTION 7.03.  Individual Rights of Trustee....................................................      52
SECTION 7.04.  Trustee's Disclaimer............................................................      52
SECTION 7.05.  Notice of Defaults..............................................................      53
SECTION 7.06.  Reports by Trustee to Holders...................................................      53
SECTION 7.07.  Compensation and Indemnity......................................................      53
SECTION 7.08.  Replacement of Trustee..........................................................      54
SECTION 7.09.  Successor Trustee by Merger.....................................................      55
SECTION 7.10.  Eligibility; Disqualification...................................................      55
SECTION 7.11.  Preferential Collection of Claims Against Company...............................      55

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance
SECTION 8.01.  Discharge of Liability on Notes; Defeasance.....................................      55
SECTION 8.02.  Conditions to Defeasance........................................................      56
SECTION 8.03.  Application of Trust Money......................................................      57
SECTION 8.04.  Repayment to Company............................................................      57
SECTION 8.05.  Indemnity for Government Obligations............................................      58
SECTION 8.06.  Reinstatement...................................................................      58

                                    ARTICLE 9

                                   Amendments
SECTION 9.01.  Without Consent of Holders......................................................      58
SECTION 9.02.  With Consent of Holders.........................................................      59
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                                                  <C>
SECTION 9.03.  Compliance with Trust Indenture Act.............................................      60
SECTION 9.04.  Revocation and Effect of Consents and Waivers...................................      60
SECTION 9.05.  Notation on or Exchange of Notes................................................      61
SECTION 9.06.  Trustee To Sign Amendments......................................................      61
SECTION 9.07.  Payment for Consent.............................................................      61

                                   ARTICLE 10

                                  Subordination
SECTION 10.01.  Agreement To Subordinate.......................................................      61
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy...........................................      62
SECTION 10.03.  Default on Senior Indebtedness.................................................      62
SECTION 10.04.  Acceleration of Payment of Notes...............................................      63
SECTION 10.05.  When Distribution Must Be Paid Over............................................      63
SECTION 10.06.  Subrogation....................................................................      63
SECTION 10.07.  Relative Rights................................................................      64
SECTION 10.08.  Subordination May Not Be Impaired by Company...................................      64
SECTION 10.09.  Rights of Trustee and Paying Agent. ...........................................      64
SECTION 10.10.  Distribution or Notice to Representative.......................................      64
SECTION 10.11.  Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.......      64
SECTION 10.12.  Trust Moneys Not Subordinated..................................................      64
SECTION 10.13.  Trustee Entitled To Rely.......................................................      65
SECTION 10.14.  Trustee To Effectuate Subordination............................................      65
SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness.......................      65
SECTION 10.16.  Reliance by Holders of Senior Indebtedness on Subordination Provisions.........      65

                                   ARTICLE 11

                                 Note Guarantees
SECTION 11.01.  Note Guarantees................................................................      66
SECTION 11.02.  Limitation on Liability........................................................      68
SECTION 11.03.  Successors and Assigns.........................................................      68
SECTION 11.04.  No Waiver......................................................................      68
SECTION 11.05.  Modification...................................................................      69
SECTION 11.06.  Execution of Supplemental Indenture for Future Note Guarantors.................      69
SECTION 11.07.  Non-Impairment.................................................................      69

                                   ARTICLE 12

                      Subordination of the Note Guarantees
</TABLE>

                                      -iv-
<PAGE>
<TABLE>
<S>                                                                                                  <C>
SECTION 12.01.  Agreement To Subordinate.......................................................      69
SECTION 12.02.  Liquidation, Dissolution, Bankruptcy...........................................      69
SECTION 12.03.  Default on Designated Senior Indebtedness of a Note Guarantor..................      70
SECTION 12.04.  Demand for Payment.............................................................      71
SECTION 12.05.  When Distribution Must Be Paid Over............................................      71
SECTION 12.06.  Subrogation....................................................................      71
SECTION 12.07.  Relative Rights................................................................      72
SECTION 12.08.  Subordination May Not Be Impaired by a Note  Guarantor.........................      72
SECTION 12.09.  Rights of Trustee and Paying Agent.............................................      72
SECTION 12.10.  Distribution or Notice to Representative.......................................      72
SECTION 12.11.  Article 12 Not To Prevent Events of Default or Limit Right To Accelerate.......      72
SECTION 12.12.  Trustee Entitled To Rely.......................................................      73
SECTION 12.13.  Trustee To Effectuate Subordination............................................      73
SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness of a Note Guarantor...      73
SECTION 12.15.  Reliance by Holders of Senior Indebtedness of a Note Guarantor on
                Subordination Provisions.......................................................      73
SECTION 12.16.  Defeasance.....................................................................      74

                                   ARTICLE 13

                                  Miscellaneous


SECTION 13.01.  Trust Indenture Act Controls...................................................      74
SECTION 13.02.  Notices........................................................................      74
SECTION 13.03.  Communication of Holders with Other Holders....................................      74
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.............................      75
SECTION 13.05.  Statements Required in Certificate or Opinion..................................      75
SECTION 13.06.  When Notes Disregarded.........................................................      75
SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar...................................      75
SECTION 13.08.  Legal Holidays.................................................................      75
SECTION 13.09.  GOVERNING LAW..................................................................      76
SECTION 13.10.  No Recourse Against Others.....................................................      76
SECTION 13.11.  Successors.....................................................................      76
SECTION 13.12.  Multiple Originals.............................................................      76
SECTION 13.13.  Table of Contents; Headings....................................................      76


Appendix A  -  Provisions Relating to Original Notes, Additional Notes, Private
                    Exchange Notes and Exchange Notes
Exhibit A   -  Form of Initial Note
Exhibit B   -  Form of Exchange Note
Exhibit C   -  Form of Supplemental Indenture
Exhibit D   -  Form of Transferee Letter of Representation
</TABLE>


                                      -v-
<PAGE>
                                    INDENTURE dated as of February 14, 2002,
                           among American Media Operations, Inc., a Delaware
                           corporation (the "Company"), National Enquirer, Inc.,
                           a Florida corporation, Globe Editorial, Inc., a
                           Delaware corporation, Globe Communications Corp., a
                           Delaware corporation, Star Editorial, Inc., a
                           Delaware corporation, National Examiner, Inc., a
                           Delaware corporation, Mira! Editorial, Inc., a
                           Delaware corporation, AM Auto World Weekly, Inc., a
                           Delaware corporation, American Media Consumer
                           Entertainment Inc., a Delaware corporation, American
                           Media Consumer Magazine Group, Inc., a Delaware
                           corporation, American Media Newspaper Group, Inc., a
                           Delaware corporation, Country Music Media Group,
                           Inc., a Delaware corporation, American Media Mini
                           Mags, Inc., a Delaware corporation, American Media
                           Distribution & Marketing Group, Inc., a Delaware
                           corporation, American Media Property Group, Inc., a
                           Delaware corporation, Distribution Services, Inc., a
                           Delaware corporation, and NDSI, Inc., a Delaware
                           corporation (collectively, the "Note Guarantors"),
                           and JPMorgan Chase Bank, a New York banking
                           corporation, as trustee (the "Trustee").


                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (a) the
Company's 10 1/4% Series B Senior Subordinated Notes due 2009 issued on the date
hereof (the "Original Notes"), (b) any Additional Notes (as defined herein) that
may be issued on any Issue Date (all such Notes in clauses (a) and (b) being
referred to collectively as "Initial Notes", unless otherwise provided pursuant
to Section 2.01(5)), (c) if and when issued as provided in a Registration
Agreement (as defined in Appendix A hereto (the "Appendix")), the Company's 10
1/4% Senior Subordinated Notes due 2009 issued in a Registered Exchange Offer
(as defined in the Appendix) in exchange for any Initial Notes (the "Exchange
Notes") or any 1999 Notes and (d) if and when issued as provided in a
Registration Agreement, the Private Exchange Notes (as defined in the Appendix,
and together with the Initial Notes and any Exchange Notes issued hereunder, the
"Notes") issued in a Private Exchange (as defined in the Appendix). On the date
hereof, $150,000,000 in aggregate principal amount of Original Notes will be
initially issued. Subject to the conditions and in compliance with the covenants
set forth herein, the Company may issue an unlimited aggregate principal amount
of Additional Notes.
<PAGE>
                                    ARTICLE 1

                   Definitions and Incorporation by Reference


                  SECTION 1.01.  Definitions.

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

                  "Additional Notes" means any Notes issued under the terms of
this Indenture subsequent to the Closing Date (other than Exchange Notes or
Private Exchange Notes issued in exchange for Original Notes or 1999 Notes).

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

                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (b) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or (c)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary; other
than, in the case of (a), (b) and (c)
<PAGE>
above, (i) a disposition by a Restricted Subsidiary to the Company or by the
Company or a Restricted Subsidiary to a Note Guarantor, (ii) any sale of Capital
Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary,
(iii) transactions permitted under Section 5.01(a), (iv) an issuance of Capital
Stock by a Restricted Subsidiary of the Company to the Company or to a
Restricted Subsidiary, (v) for purposes of Section 4.06 only, a disposition
subject to Section 4.04, (vi) any Permitted Asset Swap and (vii) any disposition
of assets with a Fair Market Value of not more than $500,000.

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

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (a) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or scheduled redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment, by (b) the sum of
all such payments.
                  "Bank Indebtedness" means any and all amounts payable under or
in respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof.

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

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

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

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

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

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

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

                  (d) the adoption of a plan relating to the liquidation or
         dissolution of the Company or Holdings;
<PAGE>
                  (e) the merger or consolidation of the Company or Holdings
         with or into another Person or the merger of another Person with or
         into the Company or Holdings, or the sale of all or substantially all
         the assets of the Company or Holdings to another Person (other than a
         Person that is controlled by the Permitted Holders), and, in the case
         of any such merger or consolidation, the securities of the Company or
         Holdings that are outstanding immediately prior to such transaction and
         which represent 100% of the aggregate voting power of the Voting Stock
         of the Company or Holdings are changed into or exchanged for cash,
         securities or property, unless pursuant to such transaction such
         securities are changed into or exchanged for, in addition to any other
         consideration, securities of the surviving Person or transferee that
         represent immediately after such transaction, at least a majority of
         the aggregate voting power of the Voting Stock of the surviving Person
         or transferee; or

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

                  "Closing Date" means the date of this Indenture.

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

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

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

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

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

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

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

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

                  (e) any extraordinary gain or loss; and

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

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

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

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

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

                  "Designated Noncash Consideration" means the Fair Market Value
of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Disposition that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Temporary Cash Investments
received in connection with a subsequent sale of such Designated Noncash
Consideration.
                  "Designated Senior Indebtedness" of the Company means (a) the
Bank Indebtedness and (b) any other Senior Indebtedness of the Company that, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to, at least $10.0 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture. "Designated
Senior Indebtedness" of a Note Guarantor has a correlative meaning.

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

                  "EBITDA" for any period means the Consolidated Net Income for
such period, plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income: (a) Consolidated income tax expense,
(b) Consolidated Interest Expense, (c) Consolidated depreciation expense, (d)
Consolidated amortization expense (excluding amortization expense attributable
to a prepaid cash item that was paid in a prior period), (e) any nonrecurring
expenses or charges related to any Equity Offering, Permitted Investment,
acquisition or Indebtedness permitted to be incurred by this Indenture (whether
or not successful) (including fees, expenses or charges related to the
Transactions, including the Make-Whole Payments), (f) the amount of any annual
monitoring fees paid to Evercore in an amount not to exceed $750,000 during any
fiscal year, (g) any severance expenses related to the Transactions or
make-whole or similar payments or any corporate relocation expenses arising from
the relocation of the Company or such Restricted Subsidiary from any of the
facilities in which they are located on May 7, 1999, in each case Incurred or
made within eighteen months after May 7, 1999 in an amount, taken together with
all other amounts under this clause (g), not to exceed $3.0 million in the
aggregate, and (h) any other noncash charges reducing Consolidated Net Income
for such period (excluding any such charge which consists of or requires an
accrual of, or cash reserve for, any anticipated cash charges for any prior or
in any future period). Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization and
non-cash charges of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income; provided, however, that with respect to any
Restricted Subsidiary other than a Note Guarantor, such amount shall be added to
Consolidated Net Income to compute EBITDA only if a corresponding amount would
be permitted at the date of determination to be dividended to the Company by
such Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

                  "Equity Offering" means any public or private sale of common
stock or Preferred Stock of the Company or Holdings (other than Disqualified
Stock), other than public offerings with respect to the Company's or Holdings's
common stock registered on Form S-8 or other issuances upon exercise of options
by employees of the Company or any of its Restricted Subsidiaries.
<PAGE>
                  "Evercore" means Evercore Capital Partners L.P., a Delaware
limited partnership, and its Affiliates.

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

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

                  "GAAP" means generally accepted accounting principles in the
United States as in effect as of May 7, 1999, including those set forth in (a)
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (b) statements and
pronouncements of the Financial Accounting Standards Board, (c) such other
statements by such other entities as approved by a significant segment of the
accounting profession and (d) unless otherwise indicated, all ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

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

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

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

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

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

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

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

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

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

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

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

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

                  (h) Hedging Obligations of such Person;

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

                  (j) all obligations of the type referred to in clauses (a)
         through (i) of other Persons and all dividends of other Persons for the
         payment of which, in either
<PAGE>
         case, such Person is responsible or liable, directly or indirectly, as
         obligor, guarantor or otherwise, including by means of any Guarantee.

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

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

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

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

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

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

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

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

                  "Leverage Ratio" as of any date of determination means the
ratio of:
<PAGE>
                  (a) Total Consolidated Indebtedness as of the date of
         determination to

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

provided, however, that

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

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

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

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

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

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

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

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

                  "Make-Whole Payments" means payments in the aggregate of
approximately $4.0 million that David J. Pecker, under his employment agreement
with EMP Group, L.L.C., as in effect on May 7, 1999 (which agreement was assumed
by Holdings in the Merger), is entitled to in connection with the compensation
he forfeited upon termination of his employment with Hachette Filipacchi
Magazines, Inc., a portion of which became payable upon Mr. Pecker's termination
of employment on March 31, 1999 and the remaining portion of which became
payable on April 15, 2000.

                  "Merger" means the merger of EMP Acquisition Corp., a company
formed by Evercore, with and into Holdings pursuant to an Agreement and Plan of
Merger dated as of February 16, 1999. Holdings was the surviving corporation of
the Merger.

                  "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to the properties or assets that are
the subject of such Asset Disposition or received in any other noncash form)
therefrom, in each case net of (a) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (b) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be repaid out of the proceeds from such Asset Disposition, (c)
all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Disposition
and (d) appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or
other assets disposed of in such Asset Disposition and retained by the Company
or any Restricted Subsidiary after such Asset Disposition.

                  "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.
<PAGE>
                  "1999 Notes" means the $250,000,000 aggregate principal amount
of the Company's 10 1/4% Senior Subordinated Notes due 2009 issued under the
1999 Notes Indenture.

                  "1999 Notes Indenture" means the indenture dated as of May 7,
1999, among the Company, the guarantors party thereto and JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank, as trustee.


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

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

                  "Notes" means the Notes issued under this Indenture.

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

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

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

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

                  "Permitted Business" means any business engaged in by the
Company or any Restricted Subsidiary on May 7, 1999 and any Related Business.

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

                  "Permitted Investment" means

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

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

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

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

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

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

                  (g) an Investment by the Company or any Restricted Subsidiary
         in stock, obligations or securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         any Restricted Subsidiary or in satisfaction of judgments;

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

                  (i) any Investment existing on May 7, 1999;

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

                  (k) without duplication, any Investment in any Person, the
         amount of which, together with all other Investments in other Persons
         made pursuant to this clause (k) and clause (k) of the definition of
         "Permitted Investments" in the 1999 Notes Indenture, does not exceed
         $25.0 million in the aggregate at any time outstanding.

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

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

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

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

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

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

                  "Refinancing Indebtedness" means Indebtedness that is Incurred
to refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness of the Company or any
Restricted Subsidiary existing on May 7, 1999 or Incurred in compliance with
this Indenture including Indebtedness of the Company that Refinances Refinancing
Indebtedness; provided, however, that (a) the Refinancing Indebtedness has a
Stated Maturity no earlier than the Stated Maturity of the Indebtedness being
Refinanced, (b) the Refinancing Indebtedness has an Average Life at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced, (c) such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price), plus costs related to the
issuance of such Refinancing Indebtedness, that is equal to or less than the
aggregate principal amount (or if issued with original issue discount, the
aggregate accreted value) then
<PAGE>
outstanding of the Indebtedness being Refinanced and (d) if the Indebtedness
being Refinanced is subordinated in right of payment to the Notes, such
Refinancing Indebtedness is subordinated in right of payment to the Notes at
least to the same extent as the Indebtedness being Refinanced; provided further,
however, that Refinancing Indebtedness shall not include (i) Indebtedness of a
Restricted Subsidiary other than a Note Guarantor that Refinances Indebtedness
of the Company or (ii) Indebtedness of the Company or a Restricted Subsidiary
that Refinances Indebtedness of an Unrestricted Subsidiary.

                  "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on May 7, 1999.

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

                  "Securities Act" means the Securities Act of 1933.

                  "Senior Indebtedness" of the Company or any Note Guarantor
means the principal of, premium (if any) and accrued and unpaid interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Company or any Note Guarantor,
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings) and fees and other amounts owing in respect of, Bank Indebtedness
and all other Indebtedness of the Company or any Note Guarantor, whether
outstanding on May 7, 1999 or thereafter Incurred, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such obligations are not superior, or are subordinated, in
right of payment to the Notes or such Note Guarantor's Note Guarantee; provided,
however, that Senior Indebtedness shall not include (a) any obligation of the
Company to any Subsidiary of the Company or of such Note Guarantor to the
Company or any other Subsidiary of the Company, (b) any liability for Federal,
state, local or other taxes owed or owing by the Company or such Note Guarantor,
(c) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities), (d) any Indebtedness or obligation of the Company
or such Note Guarantor (and any accrued and unpaid interest in respect thereof)
that by its terms is subordinate or junior in any respect to any other
Indebtedness
<PAGE>
or obligation of the Company or such Note Guarantor, including any Senior
Subordinated Indebtedness and any Subordinated Obligations, (e) any obligations
with respect to any Capital Stock or (f) any Indebtedness Incurred in violation
of this Indenture.

                  "Senior Subordinated Indebtedness" of the Company means the
1999 Notes, the Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank pari passu with the
Notes in right of payment and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of the Company which is not
Senior Indebtedness. "Senior Subordinated Indebtedness" of a Note Guarantor
means such Guarantor's Guarantee of the 1999 Notes, such Guarantor's Guarantee
of the Notes and any other Indebtedness of such Guarantor that specifically
provides that such Indebtedness is to rank pari passu with the Guarantees of the
Notes in right of payment and is not subordinated by its terms in right of
payment to any Indebtedness or other obligation of such Guarantor which is not
Senior Indebtedness.

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

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

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

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

                  "Temporary Cash Investments" means any of the following: (a)
any investment in direct obligations of the United States or any agency thereof
or obligations Guaranteed by the United States or any agency thereof, (b)
investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by a
bank or trust company that is organized under the laws of the United States, any
state thereof or any foreign country recognized by the United States having
capital, surplus and undivided profits aggregating in excess of $250,000,000 (or
the foreign currency equivalent thereof) and whose long-term debt is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act), (c) repurchase obligations with a term of not more than 30 days
for underlying
<PAGE>
securities of the types described in clause (a) above entered into with a bank
meeting the qualifications described in clause (b) above, (d) investments in
commercial paper, maturing not more than 90 days after the date of acquisition,
issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States or any foreign country
recognized by the United States with a rating at the time as of which any
investment therein is made of "P-1" (or higher) according to Moody's Investors
Service, Inc. or "A-1" (or higher) according to Standard and Poor's Ratings
Service, a division of The McGraw-Hill Companies, Inc. ("S&P"), and (e)
investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, or by any political subdivision or taxing authority
thereof, and rated at least "A" by S&P or "A" by Moody's Investors Service, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on May 7, 1999.

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

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

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

                  "Transactions" has the meaning assigned thereto in the
Offering Memorandum relating to the issuance of the 1999 Notes dated April 30,
1999.

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

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

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

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

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

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

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

                  SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                          Defined in
                                      Term                                                  Section
                                      ----                                                  -------
<S>                                                                                       <C>
"Affiliate Transaction".......................................................                     4.07(a)
"Bankruptcy Law"..............................................................                        6.01
"Blockage Notice".............................................................                       10.03
"covenant defeasance option"..................................................                     8.01(b)
"Custodian"...................................................................                        6.01
"Event of Default"............................................................                        6.01
"Exchange Notes"..............................................................            Preamble
"Exchange Offer Registration Statement".......................................            Appendix
"Guarantee Blockage Notice"...................................................              12.03
"Guarantee Payment Blockage Period"...........................................              12.03
"Initial Notes"...............................................................            Preamble
"Issue Date"..................................................................            Appendix
"legal defeasance option".....................................................                     8.01(b)
"Legal Holiday"...............................................................                       13.08
"Offer".......................................................................                     4.06(b)
"Offer Amount"................................................................                  4.06(c)(2)
"Offer Period"................................................................                  4.06(c)(2)
"Original Notes"..............................................................            Preamble
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                       <C>
"pay the Notes"...............................................................                       10.03
"pay the Guarantees"..........................................................                       12.03
"Paying Agent"................................................................                        2.04
"Payment Blockage Period".....................................................                       10.03
"protected purchaser".........................................................                        2.08
"Purchase Date"...............................................................                  4.06(c)(i)
"Registered Exchange Offer":..................................................            Appendix
"Registrar"...................................................................                        2.04
"Registered Exchange Offer"...................................................            Appendix
"Registration Agreement"......................................................            Appendix
"Shelf Registration Statement"................................................            Appendix
"Successor Company"...........................................................                     5.01(a)
</TABLE>

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

                  "Commission" means the SEC.

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

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular;
<PAGE>
                  (6) unsecured Indebtedness shall not be deemed to be
         subordinate or junior to Secured Indebtedness merely by virtue of its
         nature as unsecured Indebtedness;

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

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

                                    ARTICLE 2

                                    The Notes

                  SECTION 2.01. Amount of Notes; Issuable in Series. The
aggregate principal amount of Notes which may be authenticated and delivered
under this Indenture shall not be limited. The Notes may be issued in one or
more series. The terms of each series shall be identical, except as set forth in
this Section 2.01. All Notes of any one series shall be substantially identical
except as to denomination.

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

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

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

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

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

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

                  If any of the terms of any Additional Notes are established by
action taken pursuant to resolutions of the Board of Directors of the Company, a
copy of an appropriate record of such action shall be certified by the Secretary
or any Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate or the indenture supplemental
hereto setting forth the terms of the Additional Notes.

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

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

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

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

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

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company.
<PAGE>
Unless limited by the terms of such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.

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

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

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

                  SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal and interest on any Note, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Notes and shall notify the Trustee of
any default by the Company in making any such payment, and shall at any time
during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may
<PAGE>
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

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

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

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

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

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

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

                  Every replacement Note is an additional obligation of the
Company.

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

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

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

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

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

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

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

                  SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing
the Notes may use "CUSIP" and/or "ISIN" numbers (if then generally in use) and,
if so, the Trustee shall use "CUSIP" and/or "ISIN" numbers in notices of
redemption as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.


                                    ARTICLE 3

                                   Redemption

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

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

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

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

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

                  (a) the redemption date;

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

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

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

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

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

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

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

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

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price stated in
the notice, plus accrued interest and liquidated damages, if any, to the
redemption date; provided, however, that if the redemption date is after a
regular record date and on or prior to the interest payment date, the accrued
interest and liquidated damages, if any, shall be payable to the Holder of the
redeemed Notes registered on the relevant record date. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.
<PAGE>
                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m.
on the redemption date, the Company shall deposit with the Paying Agent (or, if
the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of and accrued interest and
liquidated damages, if any, on all Notes to be redeemed on that date other than
Notes or portions of Notes called for redemption that have been delivered by the
Company to the Trustee for cancelation. On and after the redemption date,
interest shall cease to accrue on Notes or portions thereof called for
redemption so long as the Company has deposited with the Paying Agent funds
sufficient to pay the principal of, plus accrued and unpaid interest and
liquidated damages (if any) on, the Notes to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture.

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


                                    ARTICLE 4

                                    Covenants

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

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

                  SECTION 4.02. SEC Reports. Notwithstanding that the Company
may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the SEC, and provide the Trustee and
Holders and prospective Holders (upon request) within 15 days after it files
them with the SEC, copies of its annual report and the information, documents
and other reports that are specified in Section 13 and 15(d) of the Exchange
Act; provided, however, the Company shall not be so obligated to file such
reports with the SEC if the SEC does not permit such filing, in which event the
Company shall make available such information to the Trustee, Holders and
prospective Holders (upon request) within 15 days after the time the Company
would be required to file such information with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, such
requirements shall be deemed satisfied prior to the commencement of the
Registered Exchange Offer (as defined in the Appendix) or the effectiveness of
the Shelf Registration Statement (as defined in the Appendix) by the filing with
the SEC of the Exchange Offer Registration Statement (as defined in the
Appendix) and/or Shelf Registration Statement, and any amendments
<PAGE>
thereto, with such financial information that satisfies Regulation S-X of the
Securities Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

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

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

                  (i) Bank Indebtedness Incurred in an aggregate principal
         amount not to exceed $400.0 million at any one time outstanding less
         the aggregate amount of all mandatory prepayments, repayments,
         redemptions or purchases of principal of such Indebtedness made
         pursuant to Section 4.06;

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

                  (iii) Indebtedness (1) represented by the Notes (not including
         any Additional Notes), the Note Guarantees, the 1999 Notes and the
         Guarantees of the 1999 Notes, (2) outstanding on May 7, 1999 (other
         than the Indebtedness described in clauses (i) and (ii) above), and any
         Indebtedness outstanding and Incurred by the Company or any Note
         Guarantor after May 7, 1999 and prior to the Closing Date pursuant to
         Section 4.03(a) of the 1999 Notes Indenture, (3) consisting of
         Refinancing Indebtedness Incurred in respect of any Indebtedness
         described in this clause (iii) (including Refinancing Indebtedness) or
         Section 4.03(a) and (4) consisting of Guarantees by the Company or any
         Note Guarantor of any Indebtedness permitted hereunder; provided that
         if such Indebtedness is by its express terms subordinated in right of
         payment to the Notes or a Note Guarantee of a Note Guarantor, as
         applicable, any such Guarantee with respect to such Indebtedness shall
         be subordinated in right of payment to the Notes or such Note
         Guarantor's Note Guarantee substantially to the same extent as such
         Indebtedness is subordinated to the Notes or the Note Guarantee, as
         applicable;

                  (iv) (1) Indebtedness Incurred by a Restricted Subsidiary
         after May 7, 1999 and prior to the Closing Date pursuant to Section
         4.03(b)(iv) of the 1999 Notes Indenture, (2) Indebtedness of a
         Restricted Subsidiary Incurred and outstanding on or prior to the date
         on which such Restricted Subsidiary was acquired by the
<PAGE>
         Company (other than Indebtedness Incurred as consideration in, or to
         provide all or any portion of the funds or credit support utilized to
         consummate, the transaction or series of related transactions pursuant
         to which such Restricted Subsidiary became a Subsidiary of or was
         otherwise acquired by the Company); provided, however, that on the date
         that such Restricted Subsidiary is acquired by the Company, the Company
         would have been able to Incur $1.00 of additional Indebtedness pursuant
         to Section 4.03(a) after giving effect to the Incurrence of such
         Indebtedness pursuant to this clause (iv) and (3) Refinancing
         Indebtedness Incurred by a Restricted Subsidiary in respect of
         Indebtedness Incurred by such Restricted Subsidiary pursuant to this
         clause (iv);

                  (v) (1) Indebtedness Incurred by the Company or any Note
         Guarantor after May 7, 1999 and prior to the Closing Date pursuant to
         Section 4.03(b)(v) of the 1999 Notes Indenture and (2) Indebtedness
         (including Capitalized Lease Obligations) Incurred by the Company or
         any Note Guarantor, to finance the purchase, lease or improvement of
         property (real or personal) or equipment (whether through the direct
         purchase of assets or the Capital Stock of any Person owning such
         assets) in an aggregate principal amount which, when aggregated with
         the principal amount of all other Indebtedness then outstanding and
         Incurred pursuant to this clause (v) and including all Refinancing
         Indebtedness incurred to refund, refinance or replace any other
         Indebtedness Incurred pursuant to this clause (v) does not exceed 2% of
         Total Assets;

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

                  (vii) Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, Incurred or
         assumed in connection with the disposition of any business, assets or a
         Subsidiary of the Company in accordance with the terms of this
         Indenture, other than Guarantees of Indebtedness incurred by any Person
         acquiring all or any portion of such business, assets or a Subsidiary
         of the Company for the purpose of financing such acquisition; provided,
         however, that (1) such Indebtedness is not reflected on the balance
         sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote to financial statements and not
         otherwise reflected on the balance sheet shall not be deemed to be
         reflected on such balance sheet for purposes of this clause (1)) and
         (2) the maximum assumable liability in respect of all such Indebtedness
         shall at no time exceed the gross proceeds including the Fair Market
         Value of noncash proceeds (such Fair Market Value of such noncash
         proceeds being measured at the time received and without giving effect
         to any subsequent changes in value) actually received by the Company
         and its Restricted Subsidiaries in connection with such disposition;
<PAGE>
                  (viii) Hedging Obligations that are Incurred in the ordinary
         course of business (but in any event excluding Hedging Obligations
         entered into for speculative purposes); provided, however, that such
         Hedging Obligations do not increase the Indebtedness of the Company
         outstanding at any time other than as a result of fluctuations in
         interest rates or currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

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

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

                  (xi) (1) Indebtedness Incurred by the Company or a Restricted
         Subsidiary after May 7, 1999 and prior to the Closing Date pursuant to
         Section 4.03(b)(xi) of the 1999 Notes Indenture and (2) Indebtedness
         (other than Indebtedness permitted to be Incurred pursuant to Section
         4.03(a) or any other clause of this Section 4.03(b)) in an aggregate
         principal amount on the date of Incurrence that, when added to all
         other Indebtedness Incurred pursuant to this clause (xi) and then
         outstanding, shall not exceed $25.0 million (it being understood that
         any Indebtedness incurred pursuant to this clause (xi) shall cease to
         be deemed to be Incurred or outstanding for purposes hereof but shall
         be deemed Incurred for purposes of Section 4.03(a) from and after the
         first date on which the Company could have Incurred such Indebtedness
         under Section 4.03(a) without reliance on this clause (xi)).

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

                  (d) Notwithstanding any other provision of this Section 4.03,
the maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may Incur pursuant to this Section shall not be deemed to be exceeded solely as
a result of fluctuations in the exchange rates of currencies. For purposes of
determining the outstanding principal amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to
the Credit Agreement prior to or on May 7, 1999 shall be treated as Incurred
pursuant to Section 4.03(b)(i), (ii) Indebtedness permitted by this Section 4.03
need not be permitted solely by reference to one provision permitting such
Indebtedness but may be permitted in part by one such provision and in part by
one or more other provisions of this Section permitting such Indebtedness and
(iii) in the event that Indebtedness meets the criteria of more than one of the
types of Indebtedness described in this Section, the Company, in its sole
discretion, shall classify such Indebtedness and only be required to include the
amount of such Indebtedness in one of such clauses.

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

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

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

                  (3) the aggregate amount of such Restricted Payment and all
         other Restricted Payments (including, if the amount so expended is
         other than in cash,
<PAGE>
         the Fair Market Value of such Restricted Payments) declared or made
         subsequent to May 7, 1999 would exceed the sum of, without duplication:

                           (A) (x) 100% of EBITDA accrued during the period
                  (treated as one accounting period) from June 29, 1999 to the
                  end of the most recent fiscal quarter ending prior to the date
                  of such Restricted Payment for which financial statements are
                  available (or, in case such EBITDA during such period is a
                  deficit minus 100% of such deficit), minus (y) 150% of
                  Consolidated Interest Expense accrued during the period
                  (treated as one accounting period) from June 29, 1999 to the
                  end of the most recent fiscal quarter ending prior to the date
                  of such Restricted Payment for which financial statements are
                  available;

                           (B) the aggregate Net Cash Proceeds and the Fair
                  Market Value of property or assets used or useful in a
                  Permitted Business, in each case received by the Company from
                  capital contributions or the issue or sale of its Capital
                  Stock (other than Disqualified Stock) subsequent to May 7,
                  1999 (other than an issuance or sale to (x) a Subsidiary of
                  the Company or (y) an employee stock ownership plan or other
                  trust established by the Company or any of its Subsidiaries to
                  the extent such sale is financed by loans from or from
                  Indebtedness Guaranteed by the Company unless such loans or
                  Indebtedness have been repaid with cash on or prior to the
                  date of determination);

                           (C) the amount by which Indebtedness of the Company
                  or its Restricted Subsidiaries is reduced on the Company's
                  balance sheet upon the conversion or exchange (other than by a
                  Subsidiary of the Company) subsequent to May 7, 1999 of any
                  Indebtedness of the Company or its Restricted Subsidiaries
                  issued after May 7, 1999 which is convertible or exchangeable
                  for Capital Stock (other than Disqualified Stock) of the
                  Company (less the amount of any cash or the Fair Market Value
                  of other property distributed by the Company or any Restricted
                  Subsidiary upon such conversion or exchange);

                           (D) 100% of the aggregate amount received in cash
                  from (x) the sale or other disposition (other than to the
                  Company or a Restricted Subsidiary) of Investments (other than
                  Permitted Investments) ("Restricted Investments") made by the
                  Company and its Restricted Subsidiaries after May 7, 1999 and
                  from repurchases and redemptions after May 7, 1999 of such
                  Restricted Investments from the Company and its Restricted
                  Subsidiaries by any Person (other than the Company or any of
                  its Subsidiaries or Affiliates) and from repayments of loans
                  or advances after May 7, 1999 which constituted Restricted
                  Investments or (y) the sale (other than to the Company or a
                  Subsidiary or an Affiliate) after May 7, 1999 of the Capital
                  Stock of an Unrestricted Subsidiary, in an amount not to
                  exceed, in the case of any Unrestricted Subsidiary, the amount
                  of Investments previously made by the Company or any
                  Restricted Subsidiary in such Unrestricted Subsidiary, which
                  amount was included in the calculation of the amount of
                  Restricted Payments; provided, however,
<PAGE>
                  that no amount will be included in this clause (D) to the
                  extent it is already included in Consolidated Net Income; and

                           (E) the amount equal to the net reduction in
                  Investments in Unrestricted Subsidiaries since May 7, 1999
                  resulting from (x) payments of dividends, repayments of the
                  principal of loans or advances or other transfers of assets to
                  the Company or any Restricted Subsidiary from Unrestricted
                  Subsidiaries or (y) the redesignation of Unrestricted
                  Subsidiaries as Restricted Subsidiaries (valued in each case
                  as provided in the definition of "Investment") not to exceed,
                  in the case of any Unrestricted Subsidiary, the amount of
                  Investments previously made by the Company or any Restricted
                  Subsidiary in such Unrestricted Subsidiary, which amount was
                  included in the calculation of the amount of Restricted
                  Payments; provided, however, that no amount will be included
                  in this clause (E) to the extent it is already included in
                  Consolidated Net Income.

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

                  (i) any purchase, repurchase, retirement or other acquisition
         or retirement for value of Capital Stock or Subordinated Obligations of
         the Company made by exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock and other than Capital Stock issued or sold to
         a Subsidiary of the Company or an employee stock ownership plan or
         other trust established by the Company or any of its Subsidiaries to
         the extent such sale is financed by loans from or from Indebtedness
         guaranteed by the Company unless such loans or Indebtedness have been
         repaid with cash on or prior to the date of determination); provided,
         however, that (1) such Restricted Payment shall be excluded in
         subsequent calculations of the amount of Restricted Payments and (2)
         the Net Cash Proceeds from such sale applied in the manner set forth in
         this clause (i) shall be excluded from the calculation of amounts under
         of Section 4.04(a)(iv)(3)(B);

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

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

                  (iv) dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.04; provided, however, that such
         dividend shall be included in subsequent calculations of the amount of
         Restricted Payments;
<PAGE>
                  (v) the repurchase or other acquisition of shares of, or
         options to purchase shares of, Capital Stock of the Company or any of
         its Subsidiaries from employees, former employees, directors or former
         directors of the Company or any of its Subsidiaries (or permitted
         transferees of such employees, former employees, directors or former
         directors), pursuant to the terms of the agreements (including
         employment agreements) or plans (or amendments thereto) approved by the
         Board of Directors under which such individuals purchase or sell or are
         granted the option to purchase or sell, shares of such common stock;
         provided, however, that the aggregate amount of such repurchases or
         acquisitions in any fiscal year of the Company after May 7, 1999 shall
         not exceed, together with the aggregate amount of all payments made
         under Section 4.04(b)(vi)(3) during such fiscal year, in the aggregate
         $5.0 million, up to a maximum aggregate amount, together with the
         aggregate amount of all payments made under Section 4.04(b)(vi)(3), of
         $10.0 million during the period from and after May 7, 1999; provided
         further, however, that such repurchases and other acquisitions shall be
         included in subsequent calculations of the amount of Restricted
         Payments; or

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

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

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

                           (3) to Holdings in amounts equal to amounts expended
                  by Holdings to repurchase Capital Stock of Holdings owned by
                  former employees of the Company or its Subsidiaries or their
                  assigns, estates and heirs; provided, however, that the
                  aggregate amount paid, loaned or advanced to Holdings pursuant
                  to this clause (3) in any fiscal year of the Company after May
                  7, 1999 shall not exceed, together with the aggregate amount
                  of all payments made pursuant to Section 4.04 (b)(v) during
                  such fiscal year, in the aggregate, $5.0 million, up to a
                  maximum aggregate amount, together with the aggregate amount
                  of all payments made under Section 4.04(b)(v), of $10.0
                  million during the period from and after May 7, 1999, plus any
                  amounts contributed by Holdings to the Company as a result of
                  resales of such repurchased shares of Capital Stock; and
<PAGE>
                           (4) to Holdings in amounts required to pay the annual
                  monitoring fee to Evercore; provided, however, that the
                  aggregate amount paid, loaned or delivered to Holdings
                  pursuant to this clause (4) shall not, in the aggregate,
                  exceed $750,000 per fiscal year;

                  (vii) the payment of dividends on the Company's common stock
         (or the payment of dividends to Holdings to fund the payment by
         Holdings of dividends on Holdings' common stock) following the first
         public offering of common stock of the Company or Holdings, as the case
         may be, after May 7, 1999 of up to 6% per annum of the net proceeds
         received by the Company or contributed to the Company by Holdings from
         such public offering; provided, however, that (1) the aggregate amount
         of all such dividends shall not exceed the aggregate amount of net
         proceeds received by the Company or contributed to the Company by
         Holdings from such public offering, (2) at the time of, and after
         giving effect to, any payment permitted under this clause (vii), no
         Default or Event of Default shall have occurred and be continuing or
         would occur as a consequence thereof and (3) any such payment shall be
         included in subsequent calculations of the amount of Restricted
         Payments;

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

                  (ix) other Restricted Payments in an aggregate amount not to
         exceed $20.0 million since May 7, 1999; provided, however, that at the
         time of, and after giving effect to, any payment permitted under this
         clause (ix), no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof; and provided
         further that any such payment shall be included in subsequent
         calculations of the amount of Restricted Payments.

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

                  (i) any encumbrance or restriction pursuant to applicable law
         or an agreement in effect at or entered into on May 7, 1999;

                  (ii) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement relating to any
         Indebtedness Incurred by such Restricted Subsidiary prior to the date
         on which such Restricted Subsidiary was acquired by the Company (other
         than Indebtedness Incurred as consideration in, in contemplation of, or
         to provide all or any portion of the funds or credit support
<PAGE>
         utilized to consummate, the transaction or series of related
         transactions pursuant to which such Restricted Subsidiary became a
         Restricted Subsidiary or was otherwise acquired by the Company) and
         outstanding on such date;

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

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

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

                  (vi) in the case of clause (c), any encumbrance or restriction
         pursuant to any agreement relating to Purchase Money Indebtedness that
         is Incurred (A) subsequent to the Closing Date or (B) after May 7, 1999
         and prior to or on the Closing Date, in compliance with Section 4.03 of
         the 1999 Notes Indenture.

                  SECTION 4.06. Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, make any Asset Disposition unless (i) the Company or such Restricted
Subsidiary receives consideration (including by way of relief from, or by any
other Person assuming sole responsibility for, any liabilities, contingent or
otherwise) at the time of such Asset Disposition at least equal to the Fair
Market Value of the shares and assets subject to such Asset Disposition, (ii) at
least 80% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or Temporary Cash Investments;
provided that the amount of (1) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or in the notes thereto)
of the Company or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Notes), that are assumed by the transferee of
any such assets (provided that the Company or such Restricted Subsidiary is
released from all liability with respect thereto), (2) any securities received
by the Company or such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received) within 90 days following the closing of such Asset
Disposition and (3) any Designated Noncash Consideration received by the Company
or any of its Restricted Subsidiaries in such Asset Disposition having an
aggregate Fair Market Value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (3) or after May 7, 1999 and
prior to the Closing Date, pursuant to
<PAGE>
Section 4.06(a) of the 1999 Notes Indenture that is at that time outstanding,
not to exceed the greater of (A) $25.0 million or (B) 3% of Total Assets at time
of receipt of such Designated Noncash Consideration (with the Fair Market Value
of each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value), shall be
deemed to be cash for purposes of this provision and for no other purpose; and
(iii) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by the Company (or such Restricted Subsidiary, as the
case may be) (1) first, (A) to the extent the Company elects (or is required by
the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior
Indebtedness of the Company or Indebtedness (other than any Disqualified Stock)
of a Restricted Subsidiary (in each case other than Indebtedness owed to the
Company or an Affiliate of the Company and other than Preferred Stock) or (B) to
the extent the Company or such Restricted Subsidiary elects, to acquire
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary), in the case of each of clauses (A) and (B), within one
year after the later of the date of such Asset Disposition or the receipt of
such Net Available Cash; (2) second, to the extent of the balance of such Net
Available Cash after application in accordance with clause (1), to make an Offer
to purchase the Notes pursuant to and subject to the conditions of Section
4.06(b); provided, however, that if the Company elects (or is required by the
terms of any Senior Subordinated Indebtedness), such Offer may be made ratably
to purchase the Notes and other Senior Subordinated Indebtedness of the Company;
and (3) third, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (1) and (2), for any general corporate
purpose permitted pursuant to the terms of this Indenture; provided, however
that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (1) (A) or (2) above, the Company or such Restricted
Subsidiary shall retire such Indebtedness and shall cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions of this Section 4.06, the Company and the Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this
Section 4.06(a) except to the extent that the aggregate Net Available Cash from
all Asset Dispositions that is not applied in accordance with this Section 4.06
(a) exceeds $5.0 million; provided that such amount shall be decreased by the
aggregate Net Available Cash from all Asset Dispositions made after May 7, 1999
and prior to the Closing Date not applied at any time in accordance with Section
4.06(a) of the 1999 Notes Indenture.

                  (b) In the event of an Asset Disposition that requires the
purchase of Notes (and other Senior Subordinated Indebtedness) pursuant to
Section 4.06(a)(iii)(2), the Company shall be required to purchase Notes (and
other Senior Subordinated Indebtedness) tendered pursuant to an offer by the
Company for the Notes (and other Senior Subordinated Indebtedness) (the "Offer")
at a purchase price of 100% of their principal amount plus accrued and unpaid
interest and liquidated damages, if any, to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date) in accordance with the procedures
(including prorating in the event of oversubscription) set forth in Section
4.06(c). If the aggregate purchase price of Notes (and other Senior Subordinated
Indebtedness) tendered pursuant to the Offer is less than the Net Available Cash
allotted to the purchase of the Notes (and other Senior Subordinated
Indebtedness), the Company may apply the remaining Net Available Cash for any
general corporate purpose permitted
<PAGE>
pursuant to the terms of this Indenture. The Company shall not be required to
make an Offer for Notes (and other Senior Subordinated Indebtedness) pursuant to
this Section 4.06 if the Net Available Cash available therefor (after
application of the proceeds as provided in Section 4.06(a)(iii)(1)) is less than
$10.0 million for any particular Asset Disposition (which lesser amount shall be
carried forward for purposes of determining whether an Offer is required with
respect to the Net Available Cash from any subsequent Asset Disposition).

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

                  (ii) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (1) the amount of the Offer (the
"Offer Amount"), (2) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (3) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the
Company shall also irrevocably deposit with the Trustee or with a paying agent
(or, if the Company is acting as its own paying agent, segregate and hold in
trust) an amount equal to the Offer Amount to be invested in Temporary Cash
Investments and to be held for payment in accordance with the provisions of this
Section. Upon the expiration of the period for which the Offer remains open (the
"Offer Period"), the Company shall deliver to the Trustee for cancelation the
Notes or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or deliver payment to each tendering Holder
in the amount of the purchase price. In the event that the Offer Amount
delivered by the Company to the Trustee is greater than the purchase price of
the Notes (and other Senior Subordinated Indebtedness) tendered, the Trustee
shall deliver the excess to the Company immediately after the expiration of the
Offer Period for application in accordance with this Section 4.06.

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

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

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

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

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

                  SECTION 4.08. Change of Control. (a) Upon a Change of Control,
each Holder shall have the right to require the Company to repurchase all or any
part of such Holder's Notes at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), in accordance with the terms contemplated in Section
4.08(b); provided, however, that notwithstanding the occurrence of a Change of
Control, the Company shall not be obligated to purchase the Notes pursuant to
this Section 4.08 in the event that it has exercised its right to redeem all the
Notes under paragraph 5 of the Notes. In the event that at the time of such
Change of Control the terms of the Bank Indebtedness restrict or prohibit the
repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of
the notice to Holders provided for in Section 4.08(b) below but in any event
within 30 days following any Change of Control, the Company shall (i) repay in
full all Bank Indebtedness or offer to repay in full all Bank Indebtedness and
repay the Bank Indebtedness of each lender who has accepted such offer or (ii)
obtain the requisite consent under the agreements governing the Bank
Indebtedness to permit the repurchase of the Notes as provided for in Section
4.08(b).

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
            SECTION 4.11. Future Note Guarantors. The Company shall cause each
domestic Restricted Subsidiary organized or acquired after the date hereof to
become a Note Guarantor, and, execute and deliver to the Trustee a supplemental
indenture substantially in the form of Exhibit C pursuant to which such
Restricted Subsidiary shall Guarantee payment of the Notes.

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

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


                                    ARTICLE 5

                                Successor Company

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

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

            (ii) immediately after giving effect to such transaction (and
      treating any Indebtedness which becomes an obligation of the Successor
      Company or any Restricted Subsidiary as a result of such transaction as
      having been Incurred by the Successor Company or such Restricted
      Subsidiary at the time of such transaction), no Default shall have
      occurred and be continuing;
<PAGE>
            (iii) immediately after giving effect to such transaction, the
      Successor Company would be able to Incur an additional $1.00 of
      Indebtedness pursuant to Section 4.03(a); and

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

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

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

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


                                    ARTICLE 6

                              Defaults and Remedies

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

            (a) the Company defaults in any payment of interest on any Note when
      the same becomes due and payable, whether or not such payment shall be
      prohibited by Article 10, and such default continues for a period of 30
      days;
<PAGE>
            (b) the Company defaults in the payment of the principal of any Note
      when the same becomes due and payable at its Stated Maturity, upon
      required redemption or repurchase, upon declaration or otherwise, whether
      or not such payment shall be prohibited by Article 10;

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

            (d) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05,
      4.06, 4.07, 4.08, 4.11, 4.12 or 4.13 (other than a failure to purchase
      Notes when required under Section 4.06 or 4.08) and such failure continues
      for 30 days after the notice specified below;

            (e) the Company or any Note Guarantor fails to comply with any of
      its agreements in the Notes or this Indenture (other than those referred
      to in (a), (b), (c) or (d) above) and such failure continues for 60 days
      after the notice specified below;

            (f) Indebtedness of the Company or any Restricted Subsidiary is not
      paid within any applicable grace period after final maturity or the
      acceleration by the holders thereof because of a default and the total
      amount of such Indebtedness unpaid or accelerated exceeds $10.0 million or
      its foreign currency equivalent at the time and such failure continues for
      10 days after the notice specified below;

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

                  (i) commences a voluntary case;

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

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

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

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

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

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

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

                  (iii) orders the winding up or liquidation of the Company or
            any Significant Subsidiary;
<PAGE>
      or any similar relief is granted under any foreign laws and the order or
      decree remains unstayed and in effect for 60 days;

            (i) any judgment or decree for the payment of money in excess of
      $10.0 million or its foreign currency equivalent (net of any amounts with
      respect to which a reputable and creditworthy insurance company has
      acknowledged liability in writing) is rendered against the Company or any
      Restricted Subsidiary and either (A) an enforcement proceeding has been
      commenced by any creditor upon such judgment or decree or (B) there is a
      period of 60 days following the entry of such judgment or decree during
      which such judgment or decree is not discharged, waived or the execution
      thereof stayed; or

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

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

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

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

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

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

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

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

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

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

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

            (b) the Holders of at least 25% in principal amount of the Notes
      then outstanding make a written request to the Trustee to pursue the
      remedy;
<PAGE>
            (c) such Holder or Holders offer to the Trustee reasonable security
      or indemnity against any loss, liability or expense;

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

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

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

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

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

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

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

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

            SECOND: to holders of Senior Indebtedness of the Company to the
      extent required by Article 10 and to holders of Senior Indebtedness of the
      Note Guarantors to the extent required by Article 12;
<PAGE>
            THIRD: to Holders for amounts due and unpaid on the Notes for
      principal and interest, ratably, and any liquidated damages without
      preference or priority of any kind, according to the amounts due and
      payable on the Notes for principal, any liquidated damages and interest,
      respectively; and

            FOURTH: to the Company.

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

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

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


                                    ARTICLE 7

                                     Trustee

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

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

            (i) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and
<PAGE>
            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

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

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

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

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

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

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

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

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

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

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

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

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.
<PAGE>
            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

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

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

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

            SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Notes, it shall not be accountable for
the Company's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Company or any Note Guarantor in this
Indenture or in any document issued in connection with the sale of the Notes or
in the Notes other than the Trustee's certificate of authentication. The Trustee
shall not be charged with knowledge of any Default or Event of Default under
Sections 6.01(c), (d), (e), (f), (i) or (j) or of the identity of any
Significant Subsidiary unless either (a) a Trust Officer shall have actual
knowledge thereof or (b) the Trustee shall have notice thereof in accordance
with Section 13.02 hereof from the Company, any Note Guarantor or any Holder.

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

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

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

            SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Note Guarantor, jointly and severally shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by or in connection with the administration
of this trust and the performance of its duties hereunder. The Trustee shall
notify the Company of any claim for which it may seek indemnity promptly upon
obtaining actual knowledge thereof; provided, however, that any failure so to
notify the Company shall not relieve the Company or any Note Guarantor of its
indemnity obligations hereunder. The Company shall defend the claim and the
indemnified party shall provide reasonable cooperation at the Company's expense
in the defense. Such indemnified parties may have separate counsel and the
Company and the Note Guarantors, as applicable shall pay the fees and expenses
of such counsel; provided, however, that the Company shall not be required to
pay such fees and expenses if it assumes such indemnified parties' defense and,
in such indemnified parties' reasonable judgment, there is no conflict of
interest between the Company and the Note Guarantors, as applicable, and such
parties in connection with such defense. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by an
indemnified party through such party's own wilful misconduct, negligence or bad
faith.

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

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

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

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

            (b) the Trustee is adjudged bankrupt or insolvent;

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

            (d) the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

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

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b) subject to its right to apply for a stay of its duty to resign
under the penultimate paragraph of TIA Section 310(b); provided, however, that
there shall be excluded from the operation of TIA Section 310(b)(1) the 1999
Notes Indenture and any other indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

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


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

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

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

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

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

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

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

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

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

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

            (d) the deposit does not constitute a default under any other
      agreement binding on the Company and is not prohibited by Article 10;
<PAGE>
            (e) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;

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

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

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

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

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

            SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by it as provided in this Article which, in the
written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article.

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

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

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


                                    ARTICLE 9

                                   Amendments

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

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

            (b) to comply with Article 5;

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

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

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

            (f) to add to the covenants of the Company for the benefit of the
      Holders or to surrender any right or power herein conferred upon the
      Company;
<PAGE>
            (g) to comply with any requirement of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA;

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

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

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

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

            SECTION 9.02. With Consent of Holders. The Company, the Note
Guarantors and the Trustee may amend this Indenture or the Notes without notice
to any Holder but with the written consent of the Holders of at least a majority
in principal amount of the Notes then outstanding (including consents obtained
in connection with a tender offer or exchange for the Notes). However, without
the consent of each Holder affected, an amendment may not:

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

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

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

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

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

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

            (g) impair the right of any Holder to receive payment of principal
      of, and interest or any liquidated damages on, such Holder's Notes on or
      after the due dates therefor or to institute suit for the enforcement of
      any payment on or with respect to such Holder's Notes;
<PAGE>
            (h) make any change in Section 6.04 or 6.07 or the second sentence
      of this Section 9.02; or

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

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

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

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

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

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

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

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

            SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and the Note
Guarantors enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03).

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


                                   ARTICLE 10

                                  Subordination

            SECTION 10.01. Agreement To Subordinate. The Company agrees, and
each Holder by accepting a Note agrees, that the Indebtedness evidenced by the
Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full of all Senior
Indebtedness of the Company and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness. The Notes shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness
(including the 1999 Notes) of the Company and shall rank senior to all existing
and future Subordinated Obligations of the Company and only Indebtedness of the
Company that is Senior Indebtedness of the Company shall rank senior to the
Notes in accordance with the provisions set forth herein. For purposes of this
Article 10, the Indebtedness evidenced by the Notes shall be deemed to include
the liquidated damages payable pursuant to the provisions set forth in the Notes
and the Registration Agreement. All provisions of this Article 10 shall be
subject to Section 10.12.

            SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:
<PAGE>
            (a) the holders of Senior Indebtedness of the Company shall be
      entitled to receive payment in full of such Senior Indebtedness before
      Holders shall be entitled to receive any payment of principal of or
      interest on the Notes; and

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

            SECTION 10.03. Default on Senior Indebtedness. The Company may not
pay principal of, premium (if any) or interest on the Notes or make any deposit
pursuant to Article 8 and may not otherwise repurchase, redeem or otherwise
retire any Notes (except that Holders may receive and retain Permitted Junior
Securities and payments made from the trust described in Section 8.02)
(collectively, "pay the Notes") if (a) any Designated Senior Indebtedness of the
Company is not paid when due or (b) any other default on such Designated Senior
Indebtedness occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (i) the default
has been cured or waived and any such acceleration has been rescinded or (ii)
such Designated Senior Indebtedness has been paid in full; provided, however,
that the Company may pay the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which
either of the events set forth in clause (a) or (b) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (a) or (b) of the preceding sentence) with respect
to any Designated Senior Indebtedness of the Company pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration) or the expiration of
any applicable grace periods, the Company may not pay the Notes for a period (a
"Payment Blockage Period") commencing upon the receipt by the Trustee (with a
copy to the Company) of written notice (a "Blockage Notice") of such default
from the Representative of such Designated Senior Indebtedness specifying an
election to effect a Payment Blockage Period and ending 179 days thereafter (or
earlier if such Payment Blockage Period is terminated (a) by written notice to
the Trustee and the Company from the Person or Persons who gave such Blockage
Notice, (b) by repayment in full of such Designated Senior Indebtedness or (c)
because no defaults are continuing). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the provisions contained in
the first sentence of this Section 10.03), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Notes after the end of such Payment Blockage Period, including
any missed payments. Not more than one Blockage Notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to
<PAGE>
Designated Senior Indebtedness during such period; provided, however, that if
any Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness of the Company other than the Bank
Indebtedness, the Representative of the Bank Indebtedness may give another
Blockage Notice within such period; provided further, however, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any 360 consecutive day
period. For purposes of this Section 10.03, no default or event of default that
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

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

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

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

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

            (1) impair, as between the Company and Holders, the obligation of
      the Company, which is absolute and unconditional, to pay principal of and
      interest on and liquidated damages in respect of, the Notes in accordance
      with their terms; or
<PAGE>
            (2) prevent the Trustee or any Holder from exercising its available
      remedies upon a Default, subject to the rights of holders of Senior
      Indebtedness of the Company to receive distributions otherwise payable to
      Holders.

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

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

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

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

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

            SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Notes shall not be subordinated
to the prior payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article 10, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.
<PAGE>
            SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Indebtedness of the
Company for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of such Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

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

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

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


                                   ARTICLE 11

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

            Each Note Guarantor waives presentation to, demand of payment from
and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Note Guarantor waives notice of any
default under the Notes or the Guaranteed Obligations. The obligations of each
Note Guarantor hereunder shall not be affected by (a) the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (b) any extension or renewal of any thereof; (c)
any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (d) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations
or any of them; (e) the failure of any Holder or Trustee to exercise any right
or remedy against any other guarantor of the Guaranteed Obligations; or (f) any
change in the ownership of such Note Guarantor, except as provided in Section
11.02(b).

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

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

            The Note Guarantee of each Note Guarantor is, to the extent and in
the manner set forth in Article 12, subordinated and subject in right of payment
to the prior payment in full of the principal of and premium, if any, and
interest on all Senior Indebtedness of the relevant Note Guarantor and is made
subject to such provisions of this Indenture.
<PAGE>
            Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06,
the obligations of each Note Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Note Guarantor herein shall not be discharged
or impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Note Guarantor or would otherwise operate as a discharge of any Note
Guarantor as a matter of law or equity.

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

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

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

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

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

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

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

            SECTION 11.04. No Waiver. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11 at law,
in equity, by statute or otherwise.
<PAGE>
            SECTION 11.05. Modification. No modification, amendment or waiver of
any provision of this Article 11, nor the consent to any departure by any Note
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Note Guarantor in any case shall entitle such Note
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.

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

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


                                   ARTICLE 12

                      Subordination of the Note Guarantees

            SECTION 12.01. Agreement To Subordinate. Each Note Guarantor agrees,
and each Holder by accepting a Note agrees, that the obligations of a Note
Guarantor hereunder are subordinated in right of payment, to the extent and in
the manner provided in this Article 12, to the prior payment in full of all
Senior Indebtedness of such Note Guarantor and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness of such
Note Guarantor. The obligations hereunder with respect to a Note Guarantor shall
in all respects rank pari passu with all other Senior Subordinated Indebtedness
(including each Note Guarantor's Guarantee of the 1999 Notes) of such Note
Guarantor and shall rank senior to all existing and future Subordinated
Obligations of such Note Guarantor; and only Indebtedness of such Note Guarantor
that is Senior Indebtedness of such Note Guarantor shall rank senior to the
obligations of such Note Guarantor in accordance with the provisions set forth
herein.

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

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

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

            SECTION 12.03. Default on Designated Senior Indebtedness of a Note
Guarantor. A Note Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations or repurchase, redeem or otherwise retire any Notes
(except that Holders may receive and retain Permitted Junior Securities and
payments made from the trust described in Section 8.02) (collectively, "pay its
Guarantee") if (a) any Designated Senior Indebtedness of such Note Guarantor is
not paid when due or (b) any other default on Designated Senior Indebtedness of
such Note Guarantor occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(i) the default has been cured or waived and any such acceleration has been
rescinded or (ii) such Designated Senior Indebtedness has been paid in full;
provided, however, that such Note Guarantor may pay its Guarantee without regard
to the foregoing if such Note Guarantor and the Trustee receive written notice
approving such payment from the Representative of the holders of such Designated
Senior Indebtedness with respect to which either of the events in clause (a) or
(b) of this sentence has occurred and is continuing. During the continuance of
any default (other than a default described in clause (a) or (b) of the
preceding sentence) with respect to any Designated Senior Indebtedness of a Note
Guarantor pursuant to which the maturity thereof may be accelerated immediately
without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Note
Guarantor may not pay its Guarantee for a period (a "Guarantee Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to such Note
Guarantor and the Company) of written notice (a "Guarantee Blockage Notice") of
such default from the Representative of the holders of such Designated Senior
Indebtedness of such Note Guarantor specifying an election to effect a Guarantee
Payment Blockage Period and ending 179 days thereafter (or earlier if such
Guarantee Payment Blockage Period is terminated (a) by written notice to the
Trustee (with a copy to such Note Guarantor and the Company) from the Person or
Persons who gave such Guarantee Blockage Notice, (b) by repayment in full of
such Designated Senior Indebtedness or (c) because no defaults are continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first
<PAGE>
sentence of this Section 12.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, such Note Guarantor may resume
to paying its Guarantee after such Guarantee Payment Blockage Period, including
any missed payments. Not more than one Guarantee Blockage Notice may be given
with respect to a Note Guarantor in any consecutive 360-day period, irrespective
of the number of defaults with respect to Designated Senior Indebtedness of such
Note Guarantor during such period; provided, however, that if any Guarantee
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness of such Note Guarantor other than the
Bank Indebtedness, the Representative of the Bank Indebtedness may give another
Guarantee Blockage Notice within such period; provided further, however, that in
no event may the total number of days during which any Guarantee Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during
any 360 consecutive day period. For purposes of this Section 12.03, no default
or event of default that existed or was continuing on the date of the
commencement of any Guarantee Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period
shall be, or be made, the basis of the commencement of a subsequent Guarantee
Payment Blockage Period by the Representative of such Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.

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

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

            SECTION 12.06. Subrogation. After all Senior Indebtedness of a Note
Guarantor is paid in full and until the Notes are paid in full, Holders shall be
subrogated to the rights of holders of Senior Indebtedness of such Note
Guarantor to receive distributions applicable to Senior Indebtedness of such
Note Guarantor. A distribution made under this Article 12 to holders of Senior
Indebtedness of such Note Guarantor which otherwise would have been made to
Holders is not, as between such Note Guarantor and Holders, a payment by such
Note Guarantor on Senior Indebtedness of such Note Guarantor.
<PAGE>
            SECTION 12.07. Relative Rights. This Article 12 defines the relative
rights of Holders and holders of Senior Indebtedness of a Note Guarantor.
Nothing in this Indenture shall:

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

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

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

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

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

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

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

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

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

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

            SECTION 12.15. Reliance by Holders of Senior Indebtedness of a Note
Guarantor on Subordination Provisions. Each Holder by accepting a Note
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of a Note Guarantor, whether such Senior Indebtedness was created
or acquired before or after the issuance of the Notes, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.
<PAGE>
            SECTION 12.16. Defeasance. The terms of this Article 12 shall not
apply to payments from money or the proceeds of U.S. Government Obligations held
in trust by the Trustee for the payment of principal of and interest on the
Notes pursuant to the provisions described in Section 8.03.


                                   ARTICLE 13

                                  Miscellaneous

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

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

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

                                Attention of:  Chief Financial Officer


                                if to the Trustee:
                                JPMorgan Chase Bank
                                3800 Colonnade Parkway
                                Birmingham, AL 35243

                                Attention of:  Institutional Trust Services

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

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

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

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

            SECTION 13.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.


                                         On behalf of

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

                                         By_____________________________________
                                           Name:
                                           Title:


                                         JPMORGAN CHASE BANK, as Trustee,


                                         By_____________________________________
                                           Name:
                                           Title:
<PAGE>
                                                                      APPENDIX A


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

      1. Definitions

      1.1 Definitions

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

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

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

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

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

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

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

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

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

            "Initial Purchasers" means J.P. Morgan Securities Inc. and Bear,
Stearns & Co. Inc.
<PAGE>
            "Issue Date", with respect to any Initial Notes, means the date on
which such Initial Notes are originally issued.

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

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

            "Purchase Agreement" means (a) the Purchase Agreement dated February
11, 2002, among the Company, the Note Guarantors and the Initial Purchasers and
(b) any other similar purchase or underwriting agreement relating to Additional
Notes.

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

            "Registered Exchange Offer" means an offer by the Company, pursuant
to a Registration Agreement, to certain Holders of Initial Notes and 1999 Notes,
to issue and deliver to such Holders, in exchange for their Initial Notes or
1999 Notes, a like aggregate principal amount of Exchange Notes registered under
the Securities Act.

            "Registration Agreement" means (a) the Exchange and Registration
Rights Agreement dated February 14, 2002, among the Company, the Note Guarantors
and the Initial Purchasers and (b) any other similar Registration Agreement
relating to Additional Notes.

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

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

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

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

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

            "Rule 144A" means Rule 144A under the Securities Act.
<PAGE>
            "Rule 144A Notes" means all Initial Notes offered and sold to QIBs
in reliance on Rule 144A.

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

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

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

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

      1.2 Other Definitions

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

      2. The Notes

      2.1 Form and Dating

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

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

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

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

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary or by the Trustee as Notes Custodian or under
such Global Note, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices of such Depositary
governing the exercise of the rights of a holder of a beneficial interest in any
Global Note.
<PAGE>
            (c) Definitive Notes. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Notes shall not be entitled to receive
physical delivery of certificated Notes.

      2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by one Officer (a) Original
Notes for original issue on the date hereof in an aggregate principal amount of
$150,000,000, (b) subject to the terms of this Indenture, Additional Notes in an
unlimited aggregate principal amount and (c) (i), except as specified in Section
2.01(5) of the Indenture, the Exchange Notes for issue only in a Registered
Exchange Offer and (ii) the Private Exchange Notes for issue only in a Private
Exchange, in the case of each of (i) and (ii) pursuant to a Registration
Agreement and for a like principal amount of Initial Notes or 1999 Notes
exchanged pursuant thereto, except as specified in Section 2.01(5) of the
Indenture. Such order shall specify the amount of the Notes to be authenticated,
the date on which the original issue of Notes is to be authenticated and whether
the Notes are to be Initial Notes, Exchange Notes or Private Exchange Notes. The
aggregate principal amount of Notes that may be outstanding at any time is
unlimited.

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

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

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

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

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

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

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

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

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

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

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

then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Notes Custodian, the
aggregate principal amount of Notes represented by the Global Note to be
increased by the aggregate principal amount of the Definitive Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Definitive Note so canceled. If no Global Notes are
then outstanding and the Global Note has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Note in the appropriate principal amount.
<PAGE>
            (c) Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred. Transfers by an owner
of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to
a transferee who takes delivery of such interest through the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, shall be
made only upon receipt by the Trustee of a certification from the transferor in
the form provided on the reverse side of the Initial Note to the effect that
such transfer is being made in accordance with Regulation S or (if available)
Rule 144 under the Securities Act and that, if such transfer is being made prior
to the expiration of the Restricted Period, the interest transferred shall be
held immediately thereafter through Euroclear or Clearstream. In the case of a
transfer of a beneficial interest in either the Regulation S Global Note or the
Rule 144A Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit D to the
Trustee.

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

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

      (iv) In the event that a Global Note is exchanged for Definitive Notes
pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer
or the effectiveness of a Shelf Registration Statement with respect to such
Notes, such Notes may be exchanged only in accordance with such procedures as
are substantially consistent with the provisions of this Section 2.3 (including
the certification requirements set forth on the reverse side of the Initial
Notes intended to ensure that such transfers comply with Rule 144A, Regulation S
or such other applicable exemption from registration under the Securities Act,
as the case may be) and such other procedures as may from time to time be
adopted by the Company.
<PAGE>
            (d) Restrictions on Transfer of Regulation S Global Note. (i) Prior
to the expiration of the Restricted Period, interests in the Regulation S Global
Note may only be held through Euroclear or Clearstream. During the Restricted
Period, beneficial ownership interests in the Regulation S Global Note may only
be sold, pledged or transferred through Euroclear or Clearstream in accordance
with the Applicable Procedures and only (1) to the Company, (2) so long as such
security is eligible for resale pursuant to Rule 144A, to a person whom the
selling holder reasonably believes is a QIB that purchases for its own account
or for the account of a QIB to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, (3) in an offshore transaction
in accordance with Regulation S, (4) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 (if applicable) under the
Securities Act, (5) to an IAI purchasing for its own account, or for the account
of such an IAI, in a minimum principal amount of Notes of $250,000 or (6)
pursuant to an effective registration statement under the Securities Act, in
each case in accordance with any applicable securities laws of any state of the
United States. Prior to the expiration of the Restricted Period, transfers by an
owner of a beneficial interest in the Regulation S Global Note to a transferee
who takes delivery of such interest through the Rule 144A Global Note or the IAI
Global Note shall be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest substantially in the form provided on the reverse side of
the Initial Note to the effect that such transfer is being made to (A) a QIB
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A or (B) an IAI purchasing for its own account, or for the account of
such an IAI, in a minimum principal amount of the Notes of $250,000. Such
written certification shall no longer be required after the expiration of the
Restricted Period. In the case of a transfer of a beneficial interest in the
Regulation S Global Note for an interest in the IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit D to the
Trustee.

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

      (e)  Legend.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      2.4 Definitive Notes

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

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

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

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


             FORM OF FACE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

                              [Global Notes Legend]

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

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


                            [Restricted Notes Legend]

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

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

Each Definitive Note shall bear the following additional legend:

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.
<PAGE>
No. [  ]                                                           $[__________]

               10-1/4% Series B Senior Subordinated Note due 2009

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

            American Media Operations, Inc., a Delaware corporation, promises to
pay to [ ], or registered assigns, the principal sum [of $ ] [listed on the
Schedule of Increases or Decreases in Global Note attached hereto](1) on May 1,
2009.

            Interest Payment Dates: May 1 and November 1.

            Record Dates: April 15 and October 15.


----------
(1) Use the Schedule of Increases and Decreases language if Note is in global
form.
<PAGE>
            Additional provisions of this Note are set forth on the other side
of this Note.


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


                                                AMERICAN MEDIA OPERATIONS, INC.,

                                                by


                                                     Name:
                                                     Title:


Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

JPMORGAN CHASE BANK,

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


By:_____________________________________
      Authorized [Officer] [Signatory]




*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".
<PAGE>
         FORM OF REVERSE SIDE OF INITIAL NOTE AND PRIVATE EXCHANGE NOTE

               10-1/4% Series B Senior Subordinated Note due 2009


1. Interest

            (a) American Media Operations, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above until the
principal hereof is paid or duly provided for. The Company shall pay interest
semiannually on May 1 and November 1 of each year. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for, from
February 14, 2002. Interest shall be computed on the basis of a 360-day year or
twelve 30-day months.

            (b) Liquidated Damages. The holder of this Note is entitled to the
benefits of an Exchange and Registration Rights Agreement, dated as of February
14, 2002, among the Company, National Enquirer, Inc., Globe Editorial, Inc.,
Globe Communications Corp., Star Editorial, Inc., National Examiner, Inc., Mira!
Editorial, Inc., AM Auto World Weekly, Inc., American Media Consumer
Entertainment Inc., American Media Consumers Magazine Group, Inc., American
Media Newspaper Group, Inc., Country Music Media Group, Inc., American Media
Mini Mags, Inc., American Media Distribution & Marketing Group, Inc., American
Media Property Group, Inc., Distribution Services, Inc. and NDSI, Inc., as
guarantors (the "Note Guarantors"), and the Initial Purchasers named therein
(the "Registration Agreement"). Capitalized terms used in this paragraph (b) but
not defined herein have the meanings assigned to them in the Registration
Agreement. If (i) the Shelf Registration Statement or the Exchange Offer
Registration Statement, as applicable under the Registration Agreement, is not
filed with the Commission on or prior to 105 days after the Issue Date, (ii) the
Shelf Registration Statement or the Exchange Offer Registration Statement, as
the case may be, is not declared effective within 165 days after the Issue Date,
(iii) the Registered Exchange Offer is not consummated on or prior to 195 days
after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 165 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 90 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company shall pay
liquidated damages to each holder of Transfer Restricted Notes, during the
period of such Registration Default, in an amount equal to $0.192 per week per
$1,000 principal amount of the Notes constituting Transfer Restricted Notes held
by such holder until the applicable Registration Statement is filed or declared
effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be. All accrued
liquidated damages shall be paid to holders in the same manner as interest
<PAGE>
payments on the Notes on semi-annual payment dates which correspond to interest
payment dates for the Notes. Following the cure of all Registration Defaults,
the accrual of liquidated damages shall cease. The Trustee shall have no
responsibility with respect to the determination of the amount of any such
liquidated damages. For purposes of the foregoing, "Transfer Restricted Notes"
means (i) each Initial Note until the date on which such Initial Note has been
exchanged for a freely transferable Exchange Note in the Registered Exchange
Offer, (ii) each Initial Note or Private Exchange Note (other than Initial Notes
issued in an offering registered under the Securities Act) until the date on
which such Initial Note or Private Exchange Note has been effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration
Statement or (iii) each Initial Note or Private Exchange Note until the date on
which such Initial Note or Private Exchange Note is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act.

2. Method of Payment

            The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 15 or October 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, liquidated damages
and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal, premium,
liquidated damages and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company. The
Company shall make all payments in respect of a certificated Note (including
principal, premium and interest), by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on the Notes may also
be made, in the case of a Holder of at least $1,000,000 aggregate principal
amount of Notes, by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3. Paying Agent and Registrar

            Initially, JPMorgan Chase Bank, a New York banking corporation (the
"Trustee"), shall act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.
<PAGE>
4. Indenture

            The Company issued the Notes under an Indenture dated as of February
14, 2002 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture
(the "TIA"). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all terms
and provisions of the Indenture, and Holders are referred to the Indenture and
the TIA for a statement of such terms and provisions.

            The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the [Original] [Additional] [Private Exchange]
Notes referred to in the Indenture. The Notes include the Original Notes, the
Additional Notes and any Exchange Notes and Private Exchange Notes issued in
exchange for Initial Notes or 1999 Notes pursuant to the Indenture. The Original
Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes
are treated as a single class of securities under the Indenture. The Indenture
imposes certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of such Restricted Subsidiaries, enter into or permit certain transactions
with Affiliates, sell assets and enter into new lines of business. The Indenture
also imposes limitations on the ability of the Company to consolidate or merge
with or into any other Person or convey, transfer or lease all or substantially
all of the property of the Company.

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

5. Optional Redemption

            Except as set forth in the following paragraph, the Notes shall not
be redeemable at the option of the Company prior to May 1, 2004. Thereafter, the
Notes shall be redeemable at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, at the following
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest and liquidated damages thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on May 1 of the years set forth below:
<PAGE>
<TABLE>
<CAPTION>
                                                       REDEMPTION
            YEAR                                         PRICE
            -----------------------------------------------------
<S>                                                    <C>
            2004                                        105.125%
            2005                                        103.417%
            2006                                        101.708%
            2007 and thereafter                         100.000%
</TABLE>

            In addition, prior to May 1, 2002, the Company may on one or more
occasions, also redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes (calculated giving effect to any issuance of
Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings (a)
by the Company or (b) by Holdings to the extent the Net Cash Proceeds thereof
are contributed to the Company or used to purchase Capital Stock (other than
Disqualified Stock) of the Company from the Company, at a redemption price equal
to 110.25% of the principal amount thereof, plus accrued and unpaid interest and
liquidated damages thereon, if any, to the redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the Notes (calculated giving effect to any issuance of Additional Notes) remains
outstanding. Any such redemption shall be made within 60 days of such Equity
Offering upon not less than 30 nor more than 60 days' notice mailed to each
holder of Notes being redeemed and otherwise in accordance with the procedures
set forth in the Indenture.

6. Sinking Fund

            The Notes are not subject to any sinking fund.

7. Notice of Redemption

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

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

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

9. Subordination

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

10. Denominations; Transfer; Exchange

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

11. Persons Deemed Owners

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

12. Unclaimed Money

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

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

14. Amendment, Waiver

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

15. Defaults and Remedies

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

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

16. Trustee Dealings with the Company

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

17. No Recourse Against Others

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

18. Authentication

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

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

20. Governing Law

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21. CUSIP [and ISIN] Numbers

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

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


To assign this Note, fill in the form below:

I or we assign and transfer this Note to


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

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


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


_________________________________________________________________

Date: ________________ Your Signature: __________________________


_________________________________________________________________
Sign exactly as your name appears on the other side of this Note.
<PAGE>
          CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
                         TRANSFER RESTRICTED SECURITIES


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

The undersigned (check one box below):

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

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

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

CHECK ONE BOX BELOW

      (1)         -     to the Company; or

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

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

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

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

      (6)         -     to an institutional "accredited investor" (as defined in
                        Rule 501(a)(1), (2), (3) or (7) under the Securities Act
                        of 1933) that has furnished to the Trustee a signed
                        letter containing certain representations and
                        agreements; or
<PAGE>
      (7)         -     pursuant to another available exemption from
                        registration provided by Rule 144 under the Securities
                        Act of 1933.
      Unless one of the boxes is checked, the Trustee will refuse to register
      any of the Notes evidenced by this certificate in the name of any Person
      other than the registered holder thereof; provided, however, that if box
      (5), (6) or (7) is checked, the Trustee may require, prior to registering
      any such transfer of the Notes, such legal opinions, certifications and
      other information as the Company has reasonably requested to confirm that
      such transfer is being made pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act of 1933.


                                                      __________________________
                                                      Your Signature

Signature Guarantee:

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

________________________________________________________________________________




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

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


Dated: ________________                           ______________________________
                                                       NOTICE: To be executed by
                                                            an executive officer
<PAGE>
                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<S>         <C>                    <C>                    <C>                    <C>
Date of     Amount of decrease     Amount of increase     Principal amount of    Signature of
Exchange    in Principal  Amount   in Principal Amount    this Global Note       authorized officer
            of this Global Note    of this Global Note    following such         or signatory of
                                                          decrease or increase   Trustee or Notes
                                                                                 Custodian
</TABLE>
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE


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

ASSET DISPOSITION     -       CHANGE OF CONTROL   -

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

$


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


SIGNATURE GUARANTEE:____________________________________________________________
                    SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                    RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE
<PAGE>
                                                                       EXHIBIT B


                          FORM OF FACE OF EXCHANGE NOTE

                              [Global Notes Legend]

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

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
<PAGE>
No.                                                                  $__________

               10-1/4% Series B Senior Subordinated Note due 2009

                                                                CUSIP No. ______
                                                                 [ISIN No._____]

            American Media Operations, Inc., a Delaware corporation, promises to
pay to [ ], or registered assigns, the principal sum [of $ ] [listed on the
Schedule of Increases or Decreases in Global Note attached hereto](2) on May 1,
2009.

            Interest Payment Dates: May 1 and November 1.

            Record Dates: April 15 and October 15.




----------
(2) Use the Schedule of Increases and Decreases language if Note is in global
form.
<PAGE>
            Additional provisions of this Note are set forth on the other side
of this Note.

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

                                                AMERICAN MEDIA OPERATIONS, INC.,

                                                by

                                                    Name:
                                                    Title:


Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

JPMORGAN CHASE BANK,

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

      by________________________________________
                Authorized [Officer] [Signatory]




*/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".
<PAGE>
                      FORM OF REVERSE SIDE OF EXCHANGE NOTE
               10-1/4% Series B Senior Subordinated Note due 2009


1. Interest.

            American Media Operations, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above until the
principal hereof is paid or duly provided for. The Company shall pay interest
semiannually on May 1 and November 1 of each year. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from
February 14, 2002. Interest shall be computed on the basis of a 360-day year or
twelve 30-day months.

2. Method of Payment

            The Company shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 15 or October 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal, premium and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including principal, premium and interest) shall
be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Note (including principal, premium and interest), by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on the Notes may also be made, in the case of a Holder of
at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

            Initially, JPMorgan Chase Bank, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

            The Company issued the Notes under an Indenture dated as of February
14, 2002 (the "Indenture"), among the Company, the Note Guarantors (as defined
in the Indenture) and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C.
<PAGE>
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and
provisions of the Indenture, and Holders are referred to the Indenture and the
TIA for a statement of such terms and provisions.

            The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the [Exchange] [Additional] Notes referred to in
the Indenture. The Notes include the Original Notes, the Additional Notes and
any Exchange Notes and Private Exchange Notes issued in exchange for the Initial
Notes or the 1999 Notes pursuant to the Indenture. The Original Notes, the
Additional Notes, the Exchange Notes and the Private Exchange Notes are treated
as a single class of securities under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of such Restricted Subsidiaries, enter into or permit certain transactions
with Affiliates, sell assets and enter into new lines of business. The Indenture
also imposes limitations on the ability of the Company to consolidate or merge
with or into any other Person or convey, transfer or lease all or substantially
all of the property of the Company.

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

5. Optional Redemption

            Except as set forth in the following paragraph, the Notes shall not
be redeemable at the option of the Company prior to May 1, 2004. Thereafter, the
Notes shall be redeemable at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, at the following
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest and liquidated damages thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on May 1, of the years set forth below:

<TABLE>
<CAPTION>
                                                          REDEMPTION
            YEAR                                            PRICE
            --------------------------------------------------------
<S>                                                       <C>
            2004                                           105.125%
            2005                                           103.417%
            2006                                           101.708%
            2007 and thereafter                            100.000%
</TABLE>

            In addition, prior to May 1, 2002, the Company may, on one or more
occasions, also redeem up to a maximum of 35% of the original aggregate
principal amount of the Notes (calculated giving effect to any issuance of
Additional Notes) with the Net Cash
<PAGE>
Proceeds of one or more Equity Offerings (a) by the Company or (b) by Holdings
to the extent the Net Cash Proceeds thereof are contributed to the Company or
used to purchase Capital Stock (other than Disqualified Stock) of the Company
from the Company, at a redemption price equal to 110.25% of the principal amount
thereof, plus accrued and unpaid interest and liquidated damages thereon, if
any, to the redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that after giving effect to any such redemption, at
least 65% of the original aggregate principal amount of the Notes (calculated
giving effect to any issuance of Additional Notes) remains outstanding. Any such
redemption shall be made within 60 days of such Equity Offering upon not less
than 30 nor more than 60 days' notice mailed to each holder of Notes being
redeemed and otherwise in accordance with the procedures set forth in the
Indenture.

6. Sinking Fund

            The Notes are not subject to any sinking fund.

7. Notice of Redemption

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

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

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

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

9. Subordination

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

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

11. Persons Deemed Owners

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

12. Unclaimed Money

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

13. Discharge and Defeasance

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

14. Amendment, Waiver

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

15. Defaults and Remedies

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

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

16. Trustee Dealings with the Company

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

17. No Recourse Against Others

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

18. Authentication

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

19. Abbreviations

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

20. Governing Law

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21. CUSIP [and ISIN] Numbers

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

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

To assign this Note, fill in the form below:

I or we assign and transfer this Note to


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

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


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


________________________________________________________________________________

Date: ___________________       Your Signature: ________________________________


________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.
<PAGE>
                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<S>         <C>                    <C>                    <C>                    <C>
Date of     Amount of decrease     Amount of increase     Principal amount of    Signature of
Exchange    in Principal  Amount   in Principal Amount    this Global Note       authorized officer
            of this Global Note    of this Global Note    following such         or signatory of
                                                          decrease or increase   Trustee or Notes
                                                                                 Custodian
</TABLE>
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

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

ASSET DISPOSITION      -        CHANGE OF CONTROL        -


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

$


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


SIGNATURE GUARANTEE:____________________________________________________________
                    SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                    RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                    SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.
<PAGE>
                                                                       EXHIBIT C


                         FORM OF SUPPLEMENTAL INDENTURE


                        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture")
                  dated as of       , among [GUARANTOR] (the "New Guarantor"), a
                  subsidiary of AMERICAN MEDIA OPERATIONS, INC. (or its
                  successor), a Delaware corporation (the "Company"), and
                  JPMORGAN CHASE BANK, a New York banking corporation, as
                  trustee under the indenture referred to below (the "Trustee").


                              W I T N E S S E T H :


            WHEREAS the Company and Existing Guarantors has heretofore executed
and delivered to the Trustee an Indenture (the "Indenture") dated as of February
14, 2002, providing for the issuance initially of an aggregate principal amount
of $150,000,000 of 10-1/4% Series B Senior Subordinated Notes due 2009 (the
"Notes");

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

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

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

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

            2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture
<PAGE>
shall form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.

            3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

            5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

            6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

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


                                             [NEW GUARANTOR],




                                             by_________________________________
                                               Name:
                                               Title:


                                             AMERICAN MEDIA OPERATIONS, INC.,




                                             by_________________________________
                                               Name:
                                               Title:


                                             JPMORGAN CHASE BANK, as Trustee,
<PAGE>
                                             by_________________________________
                                               Name:
                                               Title:
<PAGE>
                                                                       EXHIBIT D


                                     Form of
                       Transferee Letter of Representation


American Media Operations, Inc.

c/o JPMorgan Chase Bank
2001 Bryan Street, 9th Floor,
Dallas, Texas 75201

Ladies and Gentlemen:


      This certificate is delivered to request a transfer of $[   ] principal
amount of the 10-1/4% Series B Senior Subordinated Notes due 2009 (the "Notes")
of American Media Operations, Inc. (the "Company").

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

Name:________________________

Address:_____________________

Taxpayer ID Number:__________

      The undersigned represents and warrants to you that:

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

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



                                                 TRANSFEREE:___________________,

                                                  by:___________________________