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                                                                  Exhibit 4.3


                        AMERICAN MEDIA OPERATIONS, INC.

                                  $250,000,000

                   10 1/4% SENIOR SUBORDINATED NOTES DUE 2009

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                    May 7, 1999

CHASE SECURITIES INC.
270 Park Avenue, 4th floor
New York, New York  10017

Ladies and Gentlemen:

                  American Media Operations, Inc., a Delaware corporation (the
"COMPANY"), proposes to issue and sell to Chase Securities Inc. ("CSI" or the
"INITIAL PURCHASER"), upon the terms and subject to the conditions set forth in
a purchase agreement dated April 30, 1999 (the "PURCHASE AGREEMENT"),
$250,000,000 aggregate principal amount of its 10 1/4% Senior Subordinated
Notes due 2009 (the "SECURITIES") to be jointly and severally guaranteed on a
senior subordinated basis by certain of the Company's subsidiaries signatory
hereto (the "Note Guarantors"). Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Purchase Agreement.

                  As an inducement to the Initial Purchaser to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchaser thereunder, the Company and the Note Guarantors agree with
the Initial Purchaser, for the benefit of the holders (including the Initial
Purchaser) of the Securities, the Exchange Securities (as defined herein) and
the Private Exchange Securities (as defined herein) (collectively, the
"HOLDERS"), as follows:

                  1. REGISTERED EXCHANGE OFFER. The Company and the Note
Guarantors shall (a) prepare and, not later than 105 days following the date of
original issuance of the Securities (the "ISSUE DATE"), file with the
Commission a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Securities (the "REGISTERED EXCHANGE
OFFER") to issue and deliver to such Holders, in exchange for the Securities, a
like aggregate principal amount of debt securities of the Company (the
"EXCHANGE SECURITIES") that are identical in all material respects to the
Securities, except for the transfer restrictions relating to the Securities,
(b) use their reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 165 days
after the Issue Date and the Registered Exchange Offer to be consummated no
later than 195 days after the Issue Date and (c) keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or longer,
if required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE
OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the
Indenture or an indenture (the "EXCHANGE SECURITIES INDENTURE") among the
Company, the Note Guarantors and the Trustee or such other bank or trust
company that is reasonably satisfactory to the Initial Purchaser, as trustee
(the "EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all
material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

                  Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer,
it being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for Exchange Securities (assuming that such
Holder (a) is not an affiliate of the Company or an Exchanging Dealer (as
defined herein) not complying with the requirements of the next sentence, (b)
is not the Initial Purchaser holding Securities that have, or that are
reasonably likely to have, the status of an



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unsold allotment in an initial distribution, (c) acquires the Exchange
Securities in the ordinary course of such Holder's business and (d) has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. The Company, the Note Guarantors, the
Initial Purchaser and each Exchanging Dealer acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the
Securities Act, each Holder that is a broker-dealer electing to exchange
Securities, acquired for its own account as a result of market-making
activities or other trading activities, for Exchange Securities (an "EXCHANGING
DEALER"), is required to deliver a prospectus containing substantially the
information set forth in Annex A hereto on the cover, in Annex B hereto in the
"Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section and in Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received
by such Exchanging Dealer pursuant to the Registered Exchange Offer.

                  If, prior to the consummation of the Registered Exchange
Offer, any Holder holds any Securities acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment
in an initial distribution, or any Holder is not entitled to participate in the
Registered Exchange Offer, the Company shall, upon the request of any such
Holder, simultaneously with the delivery of the Exchange Securities in the
Registered Exchange Offer, issue and deliver to any such Holder, in exchange
for the Securities held by such Holder (the "PRIVATE EXCHANGE"), a like
aggregate principal amount of debt securities of the Company (the "PRIVATE
EXCHANGE SECURITIES") that are identical in all material respects to the
Exchange Securities, except for the transfer restrictions relating to such
Private Exchange Securities. The Private Exchange Securities will be issued
under the same indenture as the Exchange Securities, and the Company shall use
its reasonable best efforts to cause the Private Exchange Securities to bear
the same CUSIP number as the Exchange Securities.

                  In connection with the Registered Exchange Offer, the Company
shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date on
         which notice of the Registered Exchange Offer is mailed to the
         Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City
         of New York;

                  (d) permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York City time, on the last
         business day on which the Registered Exchange Offer shall remain open;
         and

                  (e) otherwise comply in all respects with all laws that are
         applicable to the Registered Exchange Offer.

                  As soon as practicable after the close of the Registered
Exchange Offer and any Private Exchange, as the case may be, the Company shall:

                  (a) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (b) deliver to the Trustee for cancelation all Securities so
         accepted for exchange; and



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                  (c) cause the Trustee or the Exchange Securities Trustee, as
         the case may be, promptly to authenticate and deliver to each Holder,
         Exchange Securities or Private Exchange Securities, as the case may
         be, equal in principal amount to the Securities of such Holder so
         accepted for exchange.

                  The Company and the Note Guarantors shall use their
reasonable best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the prospectus contained therein in order
to permit such prospectus to be used by all persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange
Securities; PROVIDED that (a) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer, such
period shall be the lesser of 180 days and the date on which all Exchanging
Dealers have sold all Exchange Securities held by them and (b) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

                  The Indenture or the Exchange Securities Indenture, as the
case may be, shall provide that the Securities, the Exchange Securities and the
Private Exchange Securities shall vote and consent together on all matters as
one class and that none of the Securities, the Exchange Securities or the
Private Exchange Securities will have the right to vote or consent as a
separate class on any matter.

                  Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was
paid on the Securities surrendered in exchange therefor or, if no interest has
been paid on the Securities, from the Issue Date.

                  Each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (a) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(b) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act and (c) such Holder is not an
affiliate of the Company or, if it is such an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.

                  Notwithstanding any other provisions hereof, the Company and
the Note Guarantors will ensure that (a) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities
Act and the rules and regulations of the Commission thereunder, (b) any
Exchange Offer Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (c) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not, as of the consummation of the Registered Exchange Offer, include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  2. SHELF REGISTRATION. If (a) because of any change in law or
applicable interpretations thereof by the Commission's staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (b) any Securities validly tendered pursuant to the Registered
Exchange Offer are not exchanged for Exchange Securities within 195 days after
the Issue Date, or (c) the Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
the consummation of the Registered



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Exchange Offer, or (d) any applicable law or interpretations do not permit any
Holder to participate in the Registered Exchange Offer, or (e) any Holder that
participates in the Registered Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, or (f)
the Company so elects, then the following provisions shall apply:

                 (a) The Company and the Note Guarantors shall use their
         reasonable best efforts to file as promptly as practicable (but in no
         event more than 45 days after so required or requested pursuant to
         this Section 2) with the Commission, and thereafter shall use their
         reasonable best efforts to cause to be declared effective, a shelf
         registration statement on an appropriate form under the Securities Act
         relating to the offer and sale of the Transfer Restricted Securities
         (as defined below) by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in such
         registration statement (hereafter, a "SHELF REGISTRATION STATEMENT"
         and, together with any Exchange Offer Registration Statement, a
         "REGISTRATION STATEMENT").

                 (b) The Company and the Note Guarantors shall use their
         reasonable best efforts to keep the Shelf Registration Statement
         continuously effective in order to permit the prospectus forming part
         thereof to be used by Holders of Transfer Restricted Securities for a
         period ending on the earlier of (i) two years from the Issue Date or
         such shorter period that will terminate when all the Transfer
         Restricted Securities covered by the Shelf Registration Statement have
         been sold pursuant thereto and (ii) the date on which the Securities
         become eligible for resale without volume restrictions pursuant to
         Rule 144 under the Securities Act (in any such case, such period being
         called the "SHELF REGISTRATION PERIOD"). The Company and the Note
         Guarantors shall be deemed not to have used their reasonable best
         efforts to keep the Shelf Registration Statement effective during the
         requisite period if any of them voluntarily take any action that would
         result in Holders of Transfer Restricted Securities covered thereby
         not being able to offer and sell such Transfer Restricted Securities
         during that period, unless such action is required by applicable law.

                 (c) Notwithstanding any other provisions hereof, the Company
         and the Note Guarantors will ensure that (i) any Shelf Registration
         Statement and any amendment thereto and any prospectus forming part
         thereof and any supplement thereto complies in all material respects
         with the Securities Act and the rules and regulations of the
         Commission thereunder, (ii) any Shelf Registration Statement and any
         amendment thereto (in either case, other than with respect to
         information included therein in reliance upon or in conformity with
         written information furnished to the Company by or on behalf of any
         Holder specifically for use therein (the "HOLDERS' INFORMATION")) does
         not contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading and (iii) any prospectus forming
         part of any Shelf Registration Statement, and any supplement to such
         prospectus (in either case, other than with respect to Holders'
         Information), does not include an untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  3. LIQUIDATED DAMAGES. (a) The parties hereto agree that the
Holders of Transfer Restricted Securities will suffer damages if the Company
and the Note Guarantors fail to fulfill their obligations under Section 1 or
Section 2, as applicable, and that it would not be feasible to ascertain the
extent of such damages. Accordingly, if (i) the applicable Registration
Statement is not filed with the Commission on or prior to 105 days after the
Issue Date, (ii) the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, is not declared effective within
165 days after the Issue Date (or in the case of a Shelf Registration Statement
required to be filed in response to a change in law or the applicable
interpretations of Commission's staff, if later, within 60 days after
publication of the change in law or interpretation), (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



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165 days after the Issue Date (or in the case of a Shelf Registration Statement
required to be filed in response to a change in law or the applicable
interpretations of Commission's staff, if later, within 60 days after
publication of the change in law or interpretation) but shall thereafter cease
to be effective (at any time that the Company and the Note Guarantors are
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 and the Note Guarantors will be jointly and severally
obligated to pay liquidated damages to each Holder of Transfer Restricted
Securities, during the period of one or more such Registration Defaults, in an
amount equal to $ 0.192 per week per $1,000 principal amount of Transfer
Restricted Securities held by such Holder until (1) the applicable Registration
Statement is filed, (2) the Exchange Offer Registration Statement is declared
effective and the Registered Exchange Offer is consummated, (3) the Shelf
Registration Statement is declared effective or (4) the Shelf Registration
Statement again becomes effective, as the case may be. Following the cure of
all Registration Defaults, the accrual of liquidated damages will cease. As
used herein, the term "TRANSFER RESTRICTED SECURITIES" means (i) each Security
until the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) each
Security or Private Exchange Security until the date on which it has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iii) each Security or Private
Exchange Security until the date on which it 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. Notwithstanding anything to the contrary in
this Section 3(a), the Company shall not be required to pay liquidated damages
to a Holder of Transfer Restricted Securities if such Holder failed to comply
with its obligations to make the representations set forth in the second to
last paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

                 (b) The Company shall notify the Trustee and the Paying Agent
under the Indenture immediately upon the happening of each and every
Registration Default. The Company and the Note Guarantors shall pay the
liquidated damages due on the Transfer Restricted Securities by depositing with
the Paying Agent (which may not be the Company for these purposes), in trust,
for the benefit of the Holders thereof, prior to 10:00 a.m., New York City
time, on the next interest payment date specified by the Indenture and the
Securities, sums sufficient to pay the liquidated damages then due. The
liquidated damages due shall be payable on each interest payment date specified
by the Indenture and the Securities to the record holder entitled to receive
the interest payment to be made on such date. Each obligation to pay liquidated
damages shall be deemed to accrue from and including the date of the applicable
Registration Default.

                 (c) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable estimate of and are
intended to constitute the sole damages that will be suffered by Holders of
Transfer Restricted Securities by reason of the failure of (i) the Shelf
Registration Statement or the Exchange Offer Registration Statement to be
filed, (ii) the Shelf Registration Statement to remain effective or (iii) the
Exchange Offer Registration Statement to be declared effective and the
Registered Exchange Offer to be consummated, in each case to the extent
required by this Agreement.

                  4. REGISTRATION PROCEDURES. In connection with any
Registration Statement, the following provisions shall apply:

                 (a) The Company shall (i) furnish to the Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and shall use its
         reasonable best efforts to reflect in each such document, when so
         filed with the Commission, such comments as the Initial Purchaser may
         reasonably propose; (ii) include the information set forth in Annex A
         hereto on the cover, in Annex B hereto in the "Exchange Offer
         Procedures" section and the "Purpose of the Exchange Offer" section
         and in Annex C hereto in the "Plan of Distribution" section of the
         prospectus forming a



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         part of the Exchange Offer Registration Statement, and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; and (iii) if
         requested by any Initial Purchaser, include the information required
         by Items 507 or 508 of Regulation S-K, as applicable, in the
         prospectus forming a part of the Exchange Offer Registration
         Statement.

                 (b) The Company shall advise the Initial Purchaser, each
         Exchanging Dealer and the Holders (if applicable) and, if requested by
         any such person, confirm such advice in writing (which advice pursuant
         to clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the prospectus until the requisite changes have
         been made):

                            (i) when any Registration Statement and any
                  amendment thereto has been filed with the Commission and when
                  such Registration Statement or any post-effective amendment
                  thereto has become effective;

                            (ii) of any request by the Commission for
                  amendments or supplements to any Registration Statement or
                  the prospectus included therein or for additional
                  information;

                            (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of any Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                            (iv) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Securities, the Exchange Securities or
                  the Private Exchange Securities for sale in any jurisdiction
                  or the initiation or threatening of any proceeding for such
                  purpose; and

                            (v) of the happening of any event that requires the
                  making of any changes in any Registration Statement or the
                  prospectus included therein in order that the statements
                  therein are not misleading and do not omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading.

                 (c) The Company and the Note Guarantors will make every
         reasonable effort to obtain the withdrawal at the earliest possible
         time of any order suspending the effectiveness of any Registration
         Statement.

                 (d) The Company will furnish to each Holder of Transfer
         Restricted Securities included within the coverage of any Shelf
         Registration Statement, without charge, at least one conformed copy of
         such Shelf Registration Statement and any post-effective amendment
         thereto, including financial statements and schedules and, if any such
         Holder so requests in writing, all exhibits thereto (including those,
         if any, incorporated by reference).

                 (e) The Company will, during the Shelf Registration Period,
         promptly deliver to each Holder of Transfer Restricted Securities
         included within the coverage of any Shelf Registration Statement,
         without charge, as many copies of the prospectus (including each
         preliminary prospectus) included in such Shelf Registration Statement
         and any amendment or supplement thereto as such Holder may reasonably
         request; and the Company consents to the use of such prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         Transfer Restricted Securities in connection with the offer and sale
         of the Transfer Restricted Securities covered by such prospectus or
         any amendment or supplement thereto.



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                 (f) The Company will furnish to the Initial Purchaser and each
         Exchanging Dealer, and to any other Holder who so requests, without
         charge, at least one conformed copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including
         financial statements and schedules and, if the Initial Purchaser or
         Exchanging Dealer or any such Holder so requests in writing, all
         exhibits thereto (including those, if any, incorporated by reference).

                 (g) The Company will, during the Exchange Offer Registration
         Period or the Shelf Registration Period, as applicable, promptly
         deliver to the Initial Purchaser, each Exchanging Dealer and such
         other persons that are required to deliver a prospectus following the
         Registered Exchange Offer, without charge, as many copies of the final
         prospectus included in the Exchange Offer Registration Statement or
         the Shelf Registration Statement and any amendment or supplement
         thereto as the Initial Purchaser, such Exchanging Dealer or other
         persons may reasonably request; and the Company and the Note
         Guarantors consent to the use of such prospectus or any amendment or
         supplement thereto by the Initial Purchaser, such Exchanging Dealer or
         other persons, as applicable, as aforesaid.

                 (h) Prior to the effective date of any Registration Statement,
         the Company and the Note Guarantors will use their reasonable best
         efforts to register or qualify, or cooperate with the Holders of
         Securities, Exchange Securities or Private Exchange Securities
         included therein and their respective counsel in connection with the
         registration or qualification of, such Securities, Exchange Securities
         or Private Exchange Securities for offer and sale under the securities
         or blue sky laws of such jurisdictions as any such Holder reasonably
         requests in writing and do any and all other acts or things necessary
         or advisable to enable the offer and sale in such jurisdictions of the
         Securities, Exchange Securities or Private Exchange Securities covered
         by such Registration Statement; PROVIDED that the Company and the Note
         Guarantors will not be required to qualify generally to do business in
         any jurisdiction where they are not then so qualified or to take any
         action which would subject them to general service of process or to
         taxation in any such jurisdiction where they are not then so subject.

                 (i) The Company and the Note Guarantors will cooperate with
         the Holders of Securities, Exchange Securities or Private Exchange
         Securities to facilitate the timely preparation and delivery of
         certificates representing Securities, Exchange Securities or Private
         Exchange Securities to be sold pursuant to any Registration Statement
         free of any restrictive legends and in such denominations and
         registered in such names as the Holders thereof may request in writing
         prior to sales of Securities, Exchange Securities or Private Exchange
         Securities pursuant to such Registration Statement.

                 (j) If any event contemplated by Section 4(b)(ii) through (v)
         occurs during the period for which the Company and the Note Guarantors
         are required to maintain an effective Registration Statement, the
         Company and the Note Guarantors will promptly prepare and file with
         the Commission a post-effective amendment to the Registration
         Statement or a supplement to the related prospectus or file any other
         required document so that, as thereafter delivered to purchasers of
         the Securities, Exchange Securities or Private Exchange Securities
         from a Holder, the prospectus will not include an untrue statement of
         a material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                 (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for
         the Securities, the Exchange Securities and the Private Exchange
         Securities, as the case may be, and provide the applicable trustee
         with printed certificates for the Securities, the Exchange Securities
         or the Private Exchange Securities, as the case may be, in a form
         eligible for deposit with The Depository Trust Company.



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                 (l) The Company and the Note Guarantors will comply with all
         applicable rules and regulations of the Commission and the Company
         will make generally available to its security holders as soon as
         practicable after the effective date of the applicable Registration
         Statement an earning statement satisfying the provisions of Section
         11(a) of the Securities Act; PROVIDED that in no event shall such
         earning statement be delivered later than 45 days after the end of a
         12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Company's first fiscal quarter
         commencing after the effective date of the applicable Registration
         Statement, which statement shall cover such 12-month period.

                 (m) The Company and the Note Guarantors will cause the
         Indenture or the Exchange Securities Indenture, as the case may be, to
         be qualified under the Trust Indenture Act as required by applicable
         law in a timely manner.

                 (n) The Company may require each Holder of Transfer Restricted
         Securities to be registered pursuant to any Shelf Registration
         Statement to furnish to the Company such information concerning the
         Holder and the distribution of such Transfer Restricted Securities as
         the Company may from time to time reasonably require for inclusion in
         such Shelf Registration Statement, and the Company may exclude from
         such registration the Transfer Restricted Securities of any Holder
         that fails to furnish such information within a reasonable time after
         receiving such request.

                 (o) In the case of a Shelf Registration Statement, each Holder
         of Transfer Restricted Securities to be registered pursuant thereto
         agrees by acquisition of such Transfer Restricted Securities that,
         upon receipt of any notice from the Company pursuant to Section
         4(b)(ii) through (v), such Holder will discontinue disposition of such
         Transfer Restricted Securities until such Holder's receipt of copies
         of the supplemental or amended prospectus contemplated by Section 4(j)
         or until advised in writing (the "ADVICE") by the Company that the use
         of the applicable prospectus may be resumed. If the Company shall give
         any notice under Section 4(b)(ii) through (v) during the period that
         the Company is required to maintain an effective Registration
         Statement (the "EFFECTIVENESS PERIOD"), such Effectiveness Period
         shall be extended by the number of days during such period from and
         including the date of the giving of such notice to and including the
         date when each seller of Transfer Restricted Securities covered by
         such Registration Statement shall have received (i) the copies of the
         supplemental or amended prospectus contemplated by Section 4(j) (if an
         amended or supplemental prospectus is required) or (ii) the Advice (if
         no amended or supplemental prospectus is required).

                 (p) In the case of a Shelf Registration Statement, the Company
         and the Note Guarantors shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as Holders of a majority in
         aggregate principal amount of the Securities, Exchange Securities and
         Private Exchange Securities being sold or the managing underwriters
         (if any) shall reasonably request in order to facilitate any
         disposition of Securities, Exchange Securities or Private Exchange
         Securities pursuant to such Shelf Registration Statement.

                 (q) In the case of a Shelf Registration Statement, the Company
         shall (i) make reasonably available for inspection by a representative
         of, and Special Counsel (as defined below) acting for, Holders of a
         majority in aggregate principal amount of the Securities, Exchange
         Securities and Private Exchange Securities being sold and any
         underwriter participating in any disposition of Securities, Exchange
         Securities or Private Exchange Securities pursuant to such Shelf
         Registration Statement, all relevant financial and other records,
         pertinent corporate documents and properties of the Company and its
         subsidiaries and (ii) use its reasonable best efforts to have its
         officers, directors, employees, accountants and counsel supply all
         relevant information reasonably requested by such representative,
         Special Counsel or any such underwriter (an "INSPECTOR") in connection
         with such Shelf Registration Statement.



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                 (r) In the case of a Shelf Registration Statement, the Company
         shall, if requested by Holders of a majority in aggregate principal
         amount of the Securities, Exchange Securities and Private Exchange
         Securities being sold, their Special Counsel or the managing
         underwriters (if any) in connection with such Shelf Registration
         Statement, use its reasonable best efforts to cause (i) its counsel to
         deliver an opinion relating to the Shelf Registration Statement and
         the Securities, Exchange Securities or Private Exchange Securities, as
         applicable, in customary form, (ii) its officers to execute and
         deliver all customary documents and certificates requested by Holders
         of a majority in aggregate principal amount of the Securities,
         Exchange Securities and Private Exchange Securities being sold, their
         Special Counsel or the managing underwriters (if any) and (iii) its
         independent public accountants to provide a comfort letter or letters
         in customary form, subject to receipt of appropriate documentation as
         contemplated, and only if permitted, by Statement of Auditing
         Standards No. 72.

                  5. REGISTRATION EXPENSES. The Company and the Note Guarantors
will jointly and severally bear all expenses incurred in connection with the
performance of its obligations under Sections 1, 2, 3 and 4 and the Company
will reimburse the Initial Purchaser and the Holders for the reasonable fees
and disbursements of one firm of attorneys (in addition to any local counsel)
chosen by the Holders of a majority in aggregate principal amount of the
Securities, the Exchange Securities and the Private Exchange Securities to be
sold pursuant to each Registration Statement (the "SPECIAL COUNSEL") acting for
the Initial Purchaser or Holders in connection therewith.

                  6. INDEMNIFICATION. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by the Initial Purchaser or Exchanging Dealer, as
applicable, the Company and the Note Guarantors shall jointly and severally
indemnify and hold harmless each Holder (including, without limitation, the
Initial Purchaser or such Exchanging Dealer), its affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if
any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6 and
Section 7 as a Holder) from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof (including, without
limitation, any loss, claim, damage, liability or action relating to purchases
and sales of Securities, Exchange Securities or Private Exchange Securities),
to which that Holder may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly
upon demand for any legal or other expenses reasonably incurred by that Holder
in connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; PROVIDED, HOWEVER,
that the Company and the Note Guarantors shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action arises out
of, or is based upon, an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and in
conformity with any Holders' Information; and PROVIDED, FURTHER, that with
respect to any such untrue statement in or omission from any related
preliminary prospectus, the indemnity agreement contained in this Section 6(a)
shall not inure to the benefit of any Holder from whom the person asserting any
such loss, claim, damage, liability or action received Securities, Exchange
Securities or Private Exchange Securities to the extent that such loss, claim,
damage, liability or action of or with respect to such Holder results from the
fact that both (A) a copy of the final prospectus was not sent or given to such
person at or prior to the written confirmation of the sale of such Securities,
Exchange Securities or Private Exchange Securities to such person and (B) the
untrue statement in or omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such



<PAGE>   10
                                                                             10


failure to deliver the final prospectus was a result of non-compliance by the
Company with Section 4(d), 4(e), 4(f) or 4(g).

                 (b) In the event of a Shelf Registration Statement, each
Holder shall indemnify and hold harmless the Company, its affiliates, their
respective officers, directors, employees, representatives and agents, and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act (collectively referred to for purposes of this Section
6(b) and Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with any Holders'
Information furnished to the Company by such Holder, and shall reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; PROVIDED, HOWEVER,
that no such Holder shall be liable for any indemnity claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Securities, Exchange Securities or Private Exchange Securities pursuant to such
Shelf Registration Statement.

                 (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party pursuant to Section 6(a) or 6(b), notify the
indemnifying party in writing of the claim or the commencement of that action;
PROVIDED, HOWEVER, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have under this Section 6 except to
the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and PROVIDED, FURTHER, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 6. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than the reasonable costs of investigation;
PROVIDED, HOWEVER, that an indemnified party shall have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of
such counsel for the indemnified party will be at the expense of such
indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based upon advice of counsel to the indemnified
party) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf of the indemnified party)
or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in
connection with any



<PAGE>   11
                                                                             11

proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees, disbursements and other charges of more than one separate firm
of attorneys (in addition to any local counsel) at any one time for all such
indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 6(a) and 6(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  7. CONTRIBUTION. If the indemnification provided for in
Section 6 is unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company from the offering and
sale of the Securities, on the one hand, and a Holder with respect to the sale
by such Holder of Securities, Exchange Securities or Private Exchange
Securities, on the other, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Note Guarantors, on the one
hand, and such Holder, on the other, with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Note Guarantors, on the one
hand, and a Holder, on the other, with respect to such offering and such sale
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Securities (before deducting expenses) received by or on behalf
of the Company as set forth in the table on the cover of the Offering
Memorandum, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Securities, Exchange Securities or Private Exchange
Securities, on the other. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to the Company and the Note Guarantors or information supplied by the
Company and the Note Guarantors, on the one hand, or to any Holders'
Information supplied by such Holder, on the other, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7
were to be determined by PRO RATA allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 7 shall be deemed to include, for purposes of
this Section 7, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to
defend any such action or claim. Notwithstanding the provisions of this Section
7, an indemnifying party that is a Holder of Securities, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or Private Exchange Securities sold by such indemnifying party to
any purchaser exceeds the amount of any damages which such indemnifying party
has otherwise paid or become liable to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.



<PAGE>   12
                                                                             12


                  8. RULES 144 AND 144A. The Company shall use its reasonable
best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the written request
of any Holder of Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of such Holder's securities
pursuant to Rules 144 and 144A. The Company and the Note Guarantors covenant
that they will take such further action as any Holder of Transfer Restricted
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer Restricted Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including, without limitation, the requirements
of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer
Restricted Securities, the Company and the Note Guarantors shall deliver to
such Holder a written statement as to whether they have complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

                  9. UNDERWRITTEN REGISTRATIONS. If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld or delayed), and such Holders
shall be responsible for all underwriting commissions and discounts in
connection therewith.

                  No person may participate in any underwritten registration
hereunder unless such person (a) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                 10. MISCELLANEOUS. (a) AMENDMENTS AND WAIVERS. The provisions
of this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
Company has obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.

                     (b) NOTICES. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier or air courier guaranteeing next-day delivery:

                     (i) if to a Holder, at the most current address given by
         such Holder to the Company in accordance with the provisions of this
         Section 10(b), which address initially is, with respect to each
         Holder, the address of such Holder maintained by the Registrar under
         the Indenture, with a copy in like manner to Chase Securities Inc.;

                     (ii) if to the Initial Purchaser, initially at its address
         set forth in the Purchase Agreement; and

                     (iii) if to the Company, initially at the address of the
         Company set forth in the Purchase Agreement.



<PAGE>   13
                                                                             13


                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; one business
day after being delivered to a next-day air courier; five business days after
being deposited in the mail; and when receipt is acknowledged by the
recipient's telecopier machine, if sent by telecopier.

                 (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the Company and its successors and assigns.

                 (d) COUNTERPARTS. This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                 (e) DEFINITION OF TERMS. For purposes of this Agreement, (a)
the term "business day" means any day on which the New York Stock Exchange,
Inc. is open for trading, (b) the term "subsidiary" has the meaning set forth
in Rule 405 under the Securities Act and (c) except where otherwise expressly
provided, the term "affiliate" has the meaning set forth in Rule 405 under the
Securities Act.

                 (f) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 (g)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

                 (h) REMEDIES. In the event of a breach by the Company, any
Note Guarantor or by any Holder of any of their obligations under this
Agreement, each Holder, the Company or any Note Guarantor, as the case may be,
in addition to being entitled to exercise all rights granted by law, including
recovery of damages (other than the recovery of damages for a breach by the
Company or any Note Guarantor of its obligations under Sections 1 or 2 hereof
for which liquidated damages have been paid pursuant to Section 3 hereof), will
be entitled to specific performance of its rights under this Agreement. The
Company, the Note Guarantors and each Holder agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by
each such person of any of the provisions of this Agreement and hereby further
agree that, in the event of any action for specific performance in respect of
such breach, each such person shall waive the defense that a remedy at law
would be adequate.

                 (i) NO INCONSISTENT AGREEMENTS. The Company and each Note
Guarantor represents, warrants and agrees that (i) it has not entered into,
shall not, on or after the date of this Agreement, enter into any agreement
that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii) (with
respect to the Company) without limiting the generality of the foregoing,
without the written consent of the Holders of a majority in aggregate principal
amount of the then outstanding Transfer Restricted Securities, it shall not
grant to any person the right to request the Company to register any debt
securities of the Company under the Securities Act unless the rights so granted
are not in conflict or inconsistent with the provisions of this Agreement.

                 (j) NO PIGGYBACK ON REGISTRATIONS. Neither the Company nor any
of its security holders (other than the Holders of Transfer Restricted
Securities in such capacity) shall have the right to include any securities of
the Company in any Shelf Registration or Registered Exchange Offer other than
Transfer Restricted Securities.



<PAGE>   14
                                                                             14


                 (k) SEVERABILITY. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their reasonable best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.



<PAGE>   15
                                                                             15


                  Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Note Guarantors and the Initial Purchaser.

                                            Very truly yours,

                                            AMERICAN MEDIA OPERATIONS, INC.,
                                            NATIONAL ENQUIRER, INC., STAR
                                            EDITORIAL, INC., SOM PUBLISHING,
                                            INC., WEEKLY WORLD NEWS, INC.,
                                            COUNTRY WEEKLY, INC., DISTRIBUTION
                                            SERVICES, INC., FAIRVIEW PRINTING,
                                            INC., NDSI, INC., HEALTH XTRA,
                                            INC., RETAIL MARKETING NETWORK,
                                            INC., BIOCIDE, INC., AMERICAN MEDIA
                                            MARKETING, INC., and MARKETING
                                            SERVICES, INC.,



                                            By  /s/ Peter A. Nelson
                                              ---------------------------------
                                              Name: Peter A. Nelson
                                              Title: Executive Vice President
                                                     and CFO

Accepted:

CHASE SECURITIES INC.

By  /s/ Joe Purcell
  ------------------------------------
         Authorized Signatory



<PAGE>   16


                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution".



<PAGE>   17


                  Each broker-dealer that receives Exchange Securities for its
own account in exchange for Securities, where such Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".



<PAGE>   18


                              PLAN OF DISTRIBUTION

                  Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Securities where such Securities were
acquired as a result of market-making activities or other trading activities.
The Company has agreed that, for a period of 180 days after the Expiration
Date, it will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition,
until [ ], 1999, all dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of
Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation
under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

                  For a period of 180 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of
one counsel for the Holders of the Securities) other than commissions or
concessions of any broker-dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.



<PAGE>   19



                 / /  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
                      10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
                      ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                  Address:

If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.