Omnicom Group Inc.

AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Exhibit 10.2

                                                                  EXECUTION COPY

                               U.S. $1,500,000,000

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

                            Dated as of May 24, 2004

                                      Among

                              OMNICOM FINANCE INC.
                              OMNICOM CAPITAL INC.
                                       and
                               OMNICOM FINANCE PLC
                                  as Borrowers
                                  ------------

                               OMNICOM GROUP INC.
                                  as Guarantor
                                  ------------

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders
                               ------------------

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P. MORGAN SECURITIES INC.
                       as Lead Arrangers and Book Managers
                       -----------------------------------

                               ABN AMRO BANK N.V.
                              as Syndication Agent
                              --------------------

                               JPMORGAN CHASE BANK
                                       and
                                  HSBC BANK USA
                             as Documentation Agents
                             -----------------------

                                       and

                                 CITIBANK, N.A.
                             as Administrative Agent
                             -----------------------




                                TABLE OF CONTENTS

ARTICLE I

         SECTION 1.01.  Certain Defined Terms                                  1

         SECTION 1.02.  Computation of Time Periods                           12

         SECTION 1.03.  Accounting Terms                                      12

ARTICLE II

         SECTION 2.01.  The Advances and Letters of Credit                    12

         SECTION 2.02.  Making the Advances                                   13

         SECTION 2.03.  Issuance of and Drawings and Reimbursement
                          Under Letters of Credit                             14

         SECTION 2.04.  Fees                                                  15

         SECTION 2.05.  Optional Termination or Reduction of
                          the Commitments                                     16

         SECTION 2.06.  Repayment of Advances and Letter of
                          Credit Drawings                                     16

         SECTION 2.07.  Interest on Advances                                  17

         SECTION 2.08.  Interest Rate Determination                           17

         SECTION 2.09.  Optional Conversion of Advances                       18

         SECTION 2.10.  Prepayments of Advances                               19

         SECTION 2.11.  Increased Costs                                       19

         SECTION 2.12.  Illegality                                            20

         SECTION 2.13.  Payments and Computations                             20

         SECTION 2.14.  Taxes                                                 22

         SECTION 2.15.  Sharing of Payments, Etc.                             24

         SECTION 2.16.  Evidence of Debt                                      24

         SECTION 2.17.  Use of Proceeds                                       25

         SECTION 2.18.  Increase in the Aggregate Commitments                 25


                                       i


ARTICLE III

         SECTION 3.01.  Conditions Precedent to Effectiveness
                          of Section 2.01                                     26

         SECTION 3.02.  Conditions Precedent to Each Borrowing,
                          Each Issuance and each Commitment Increase.         27

         SECTION 3.03.  Determinations Under Section 3.01                     28

ARTICLE IV

         SECTION 4.01.  Representations and Warranties of the Guarantor       28

ARTICLE V

         SECTION 5.01.  Affirmative Covenants                                 29

         SECTION 5.02.  Negative Covenants                                    31

         SECTION 5.03.  Financial Covenants                                   33

ARTICLE VI

         SECTION 6.01.  Events of Default                                     33

         SECTION 6.02.  Actions in Respect of Letters of
                          Credit upon Default                                 35

ARTICLE VII

         SECTION 7.01.  Guaranty                                              36

         SECTION 7.02.  Guaranty Absolute                                     36

         SECTION 7.03.  Waivers and Acknowledgements                          37

         SECTION 7.04.  Subrogation                                           37

         SECTION 7.05.  Subordination                                         38

         SECTION 7.06.  Continuing Guaranty; Assignments                      38

ARTICLE VIII

         SECTION 8.01.  Authorization and Action                              39

         SECTION 8.02.  Agent's Reliance, Etc.                                39


                                       ii


         SECTION 8.03.  Citibank and Affiliates                               39

         SECTION 8.04.  Lender Credit Decision                                39

         SECTION 8.05.  Indemnification                                       39

         SECTION 8.06.  Successor Agent                                       40

         SECTION 8.07.  Sub-Agent                                             40

         SECTION 8.08.  Other Agents.                                         41

ARTICLE IX

         SECTION 9.01.  Amendments, Etc.                                      41

         SECTION 9.02.  Notices, Etc.                                         41

         SECTION 9.03.  No Waiver; Remedies                                   42

         SECTION 9.04.  Costs and Expenses                                    42

         SECTION 9.05.  Right of Set-off                                      43

         SECTION 9.06.  Binding Effect                                        43

         SECTION 9.07.  Assignments and Participations                        43

         SECTION 9.08.  Confidentiality                                       45

         SECTION 9.09.  Governing Law                                         45

         SECTION 9.10.  Execution in Counterparts                             45

         SECTION 9.11.  Judgment                                              45

         SECTION 9.12.  Jurisdiction, Etc.                                    46

         SECTION 9.13.  Substitution of Currency                              46

         SECTION 9.14.  No Liability of the Issuing Banks                     46

         SECTION 9.15.  Patriot Act                                           47

         SECTION 9.16.  Waiver of Jury Trial                                  48


                                       iii


Schedules
---------

Schedule I - List of Applicable Lending Offices

Schedule 2.01(b) - Existing Letters of Credit

Schedule 3.01(b) - Disclosed Litigation

Schedule 5.02(a) - Existing Liens

Schedule 5.02(d) - Existing Debt

Exhibits
--------

Exhibit A     -   Form of Note

Exhibit B     -   Form of Notice of Borrowing

Exhibit C     -   Form of Assignment and Acceptance

Exhibit D-1   -   Form of Opinion of New York Counsel for the Loan Parties

Exhibit D-2   -   Form of Opinion of English Counsel for OFP


                                       iv


EXECUTION

                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

                            Dated as of May 24, 2004

            OMNICOM  FINANCE  INC.,  a  Delaware  corporation  ("OFI"),  OMNICOM
CAPITAL  INC., a Connecticut  corporation  ("OCI"),  and OMNICOM  FINANCE PLC, a
corporation  organized under the laws of England and Wales ("OFP";  OFI, OCI and
OFP are each a "Borrower"  and  collectively,  the  "Borrowers"),  OMNICOM GROUP
INC.,  a  New  York  corporation  (the   "Guarantor"),   the  banks,   financial
institutions and other institutional lenders (the "Initial Lenders") and initial
issuing  banks (the  "Initial  Issuing  Banks")  listed on the  signature  pages
hereof,  CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN  SECURITIES INC., as lead
arrangers and book managers,  ABN AMRO BANK N.V., as syndication agent, JPMORGAN
CHASE  BANK and HSBC BANK USA,  as  documentation  agents,  and  CITIBANK,  N.A.
("Citibank"),  as  administrative  agent  (the  "Agent")  for  the  Lenders  (as
hereinafter defined), agree as follows:

            PRELIMINARY  STATEMENT.  The Borrowers,  the Guarantor,  the lenders
parties  thereto  and  Citibank,  as agent,  are  parties to a Three Year Credit
Agreement  dated as of November  14,  2002 (the  "Existing  Credit  Agreement").
Subject to the  satisfaction  of the  conditions  set forth in Section 3.01, the
Borrower, the parties hereto and Citibank, as Agent, desire to amend and restate
the Existing Credit Agreement as herein set forth.

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement,  the
following  terms shall have the following  meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "Advance"  means an advance by an Issuing Bank or a Lender  pursuant
      to Section  2.03(c) or by a Lender to a  Borrower  as part of a  Borrowing
      pursuant  to  Section  2.01 and may  refer  to a Base  Rate  Advance  or a
      Eurocurrency Rate Advance (each of which shall be a "Type" of Advance).

            "Affiliate" means, as to any Person, any other Person (other than an
      individual) that, directly or indirectly, controls, is controlled by or is
      under  common  control with such Person;  provided  that,  for purposes of
      Section 5.01(h),  an Affiliate of a Borrower shall include any Person that
      (x) is a director  or officer  of such  Person or (y) has the  possession,
      direct or indirect, of the power to vote 5% or more of the Voting Stock of
      such Person.  A Person shall be deemed to control  another  Person if such
      Person possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of such Person,  whether  through
      the ownership of Voting Stock, by contract or otherwise.

            "Agent's  Account" means (a) in the case of Advances  denominated in
      Dollars,  the account of the Agent  maintained by the Agent at Citibank at
      its office at 388 Greenwich Street, New York, New York 10013,  Account No.
      36852248,  Attention: Bank Loan Syndications,  (b) in the case of Advances
      denominated  in any  Committed  Currency,  the  account  of the  Sub-Agent
      designated  in writing from time to time by the Agent to the Borrowers and
      the Lenders for such purpose and (c) in any such case,  such other account
      of the Agent as is designated in writing from time to time by the Agent to
      the Borrowers and the Lenders for such purpose.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's  Domestic  Lending  Office in the case of a Base Rate Advance and
      such Lender's  Eurocurrency  Lending  Office in the case of a Eurocurrency
      Rate Advance.




            "Applicable  Margin" means (a) for Base Rate Advances,  0% per annum
      and (b) for Eurocurrency  Rate Advances,  as of any date, a percentage per
      annum  determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

            ------------------------------------------------------------
                  Public Debt Rating           Applicable Margin for
                     S&P/Moody's            Eurocurrency Rate Advances
            ------------------------------------------------------------
            Level 1
            A+ or A1 or above                         0.150%
            ------------------------------------------------------------
            Level 2
            A or A2                                   0.255%
            ------------------------------------------------------------
            Level 3
            A- or A3                                  0.370%
            ------------------------------------------------------------
            Level 4
            BBB+ or Baa1                              0.475%
            ------------------------------------------------------------
            Level 5
            BBB or Baa2                               0.700%
            ------------------------------------------------------------
            Level 6
            Lower than Level 5                        0.750%
            ------------------------------------------------------------

            "Applicable  Percentage"  means,  as of any date, a  percentage  per
      annum  determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

            ------------------------------------------------------------
                  Public Debt Rating                  Applicable
                     S&P/Moody's                      Percentage
            ------------------------------------------------------------
            Level 1
            A+ or A1 or above                           0.100%
            ------------------------------------------------------------
            Level 2
            A or A2                                     0.120%
            ------------------------------------------------------------
            Level 3
            A- or A3                                    0.130%
            ------------------------------------------------------------
            Level 4
            BBB+ or Baa1                                0.150%
            ------------------------------------------------------------
            Level 5
            BBB or Baa2                                 0.175%
            ------------------------------------------------------------
            Level 6
            Lower than Level 5                          0.250%
            ------------------------------------------------------------

            "Applicable  Utilization  Fee" means, as of any date that the sum of
      the aggregate  Advances plus the Available Amount of all Letters of Credit
      exceed 50% of the aggregate Commitments, a percentage per annum determined
      by reference to the Public Debt Rating in effect on such date as set forth
      below:

            ------------------------------------------------------------
                  Public Debt Rating                  Applicable
                     S&P/Moody's                    Utilization Fee
            ------------------------------------------------------------
            Level 1
            A+ or A1 or above                           0.125%
            ------------------------------------------------------------
            Level 2
            A or A2                                     0.125%
            ------------------------------------------------------------
            Level 3
            A- or A3                                    0.125%
            ------------------------------------------------------------
            Level 4
            BBB+ or Baa1                                0.125%
            ------------------------------------------------------------


                                       2


            ------------------------------------------------------------
                  Public Debt Rating                  Applicable
                     S&P/Moody's                    Utilization Fee
            ------------------------------------------------------------
            Level 5
            BBB or Baa2                                 0.125%
            ------------------------------------------------------------
            Level 6
            Lower than Level 5                          0.250%
            ------------------------------------------------------------

            "Assignment  and  Acceptance"  means an  assignment  and  acceptance
      entered  into by a Lender and an Eligible  Assignee,  and  accepted by the
      Agent, in substantially the form of Exhibit C hereto.

            "Assuming Lender" has the meaning specified in Section 2.18(d).

            "Assumption   Agreement"  has  the  meaning   specified  in  Section
      2.18(d)(ii).

            "Available  Amount" of any Letter of Credit means,  at any time, the
      maximum  amount  available to be drawn under such Letter of Credit at such
      time (assuming compliance at such time with all conditions to drawing).

            "Bankruptcy  Law" means Title 11, U.S. Code, or any similar foreign,
      federal or state law for the relief of debtors.

            "Base Rate" means a  fluctuating  interest  rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      highest of:

                  (a) the rate of interest announced publicly by Citibank in New
            York, New York, from time to time, as Citibank's base rate;

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is
            no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1%
            per annum,  plus (ii) the rate  obtained by dividing  (A) the latest
            three-week moving average of secondary market morning offering rates
            in the United  States  for  three-month  certificates  of deposit of
            major United  States  money market  banks,  such  three-week  moving
            average  (adjusted  to the  basis  of a  year  of  360  days)  being
            determined  weekly on each Monday (or, if such day is not a Business
            Day, on the next succeeding  Business Day) for the three-week period
            ending on the previous Friday by Citibank on the basis of such rates
            reported by certificate  of deposit  dealers to and published by the
            Federal  Reserve Bank of New York or, if such  publication  shall be
            suspended or  terminated,  on the basis of quotations for such rates
            received  by  Citibank  from three New York  certificate  of deposit
            dealers  of  recognized  standing  selected  by  Citibank,  by (B) a
            percentage equal to 100% minus the average of the daily  percentages
            specified during such three-week period by the Board of Governors of
            the Federal  Reserve System (or any successor) for  determining  the
            maximum  reserve  requirement  (including,  but not  limited to, any
            emergency,  supplemental or other marginal reserve  requirement) for
            Citibank  with  respect to  liabilities  consisting  of or including
            (among  other  liabilities)  three-month  Dollar  non-personal  time
            deposits in the United  States,  plus (iii) the average  during such
            three-week  period  of the  annual  assessment  rates  estimated  by
            Citibank for determining the then current annual assessment  payable
            by Citibank to the Federal  Deposit  Insurance  Corporation  (or any
            successor)  for insuring  Dollar  deposits of Citibank in the United
            States; and

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

            "Base Rate  Advance"  means an Advance  denominated  in Dollars that
      bears interest as provided in Section 2.07(a)(i).

            "Borrowing"  means (a) with  respect to the making of Advances (i) a
      borrowing  consisting  of  simultaneous  Advances of the same Type made by
      each  of the  Lenders  pursuant  to  Section  2.01  or  (ii)  a  borrowing
      consisting of the Advances made pursuant to Section 2.03(c) by each of the
      Lenders, other than


                                       3


      the Issuing  Bank,  and by the Issuing  Bank, to the extent of its Ratable
      Share of its  payment of a draft  drawn on a Letter of Credit  that is not
      reimbursed by the  applicable  Borrower on the date made; and (b) in other
      contexts  (i) that portion of the  Advances  comprised of all  outstanding
      Base Rate Advances and (ii) that portion of the Advances  converted  into,
      or continued  as,  Eurocurrency  Rate  Advances  having the same  Interest
      Period.

            "Borrowing  Minimum"  means,  in respect of Advances  denominated in
      Dollars,  $10,000,000,  in respect of Advances  denominated  in  Sterling,
      (pound)10,000,000  and,  in  respect  of  Advances  denominated  in Euros,
      (euro)10,000,000.

            "Borrowing  Multiple"  means, in respect of Advances  denominated in
      Dollars,  $1,000,000  in  respect of  Advances  denominated  in  Sterling,
      (pound)1,000,000  and,  in  respect  of  Advances  denominated  in  Euros,
      (euro)1,000,000.

            "Business  Day"  means a day of the  year  on  which  banks  are not
      required  or  authorized  by law to  close in New York  City  and,  if the
      applicable  Business Day relates to any  Eurocurrency  Rate  Advances,  on
      which dealings are carried on in the London interbank market and banks are
      open for business in London and in the country of issue of the currency of
      such Eurocurrency Rate Advance (or, in the case of an Advance  denominated
      in Euro, on which the Trans-European  Automated Real-Time Gross Settlement
      Express Transfer (TARGET) System is open).

            "Commitment"  means a  Revolving  Credit  Commitment  or a Letter of
      Credit Commitment.

            "Commitment Date" has the meaning specified in Section 2.18(b).

            "Commitment Increase" has the meaning specified in Section 2.18(a).

            "Committed  Currencies"  means lawful currency of the United Kingdom
      of Great Britain and Northern Ireland and Euros.

            "Confidential  Information"  means  information  that a  Loan  Party
      furnishes  to  the  Agent  or  any  Lender  in  a  writing  designated  as
      confidential, but does not include any such information that is or becomes
      generally  available to the public or that is or becomes  available to the
      Agent or such Lender from a source other than a Loan Party.

            "Consolidated" refers to the consolidation of accounts in accordance
      with GAAP.

            "Convert",  "Conversion" and "Converted" each refers to a conversion
      of  Advances  of one Type into  Advances  of the other  Type  pursuant  to
      Section 2.08 or 2.09.

            "Debt"  of  any  Person   means,   without   duplication,   (a)  all
      indebtedness  of such Person for borrowed  money,  (b) all  obligations of
      such Person for the deferred purchase price of property or services (other
      than earn-out  payment  obligations of such Person in connection  with the
      purchase of property or services to the extent they are still contingent),
      (c) all obligations of such Person evidenced by notes,  bonds,  debentures
      or other similar  instruments,  (d) all obligations of such Person created
      or arising under any conditional  sale or other title retention  agreement
      with  respect to property  acquired by such Person (even though the rights
      and remedies of the seller or lender under such  agreement in the event of
      default are limited to  repossession  or sale of such  property),  (e) all
      obligations of such Person as lessee under leases that have been or should
      be,  in  accordance  with  GAAP,  recorded  as  capital  leases,  (f)  all
      obligations,  contingent  or  otherwise,  of such  Person  in  respect  of
      acceptances,  letters of credit or similar  extensions of credit,  (g) all
      obligations of such Person in respect of Hedge Agreements, (h) all Debt of
      others  referred  to in clauses  (a) through (g) above or clause (i) below
      and other  payment  obligations  guaranteed  directly or indirectly in any
      manner by such Person, or in effect  guaranteed  directly or indirectly by
      such Person  through an agreement  (1) to pay or purchase  such Debt or to
      advance or supply  funds for the payment or purchase of such Debt,  (2) to


                                       4


      purchase,  sell or lease (as lessee or lessor) property, or to purchase or
      sell  services,  primarily  for the purpose of enabling the debtor to make
      payment of such Debt or to assure the  holder of such Debt  against  loss,
      (3) to  supply  funds  to or in any  other  manner  invest  in the  debtor
      (including any agreement to pay for property or services  irrespective  of
      whether such  property is received or such  services are  rendered) or (4)
      otherwise to assure a creditor  against loss, and (i) all Debt referred to
      in clauses (a)  through  (h) above  secured by (or for which the holder of
      such Debt has an existing  right,  contingent or otherwise,  to be secured
      by) any Lien on property  (including,  without  limitation,  accounts  and
      contract  rights)  owned by such  Person,  even though such Person has not
      assumed or become liable for the payment of such Debt.

            "Debt for  Borrowed  Money" of any Person  means all items that,  in
      accordance   with  GAAP,   would  be  classified  as   indebtedness  on  a
      Consolidated balance sheet of such Person.

            "Default"  means  any  Event of  Default  or any  event  that  would
      constitute  an Event of Default  but for the  requirement  that  notice be
      given or time elapse or both.

            "Disclosed Litigation" has the meaning specified in Section 3.01(b).

            "Dollars" and the "$" sign each means lawful  currency of the United
      States of America.

            "Domestic  Lending  Office" means,  with respect to any Lender,  the
      office of such Lender specified as its "Domestic  Lending Office" opposite
      its  name on  Schedule  I hereto  or in the  Assumption  Agreement  or the
      Assignment  and Acceptance  pursuant to which it became a Lender,  or such
      other  office of such Lender as such Lender may from time to time  specify
      to the Borrowers and the Agent.

            "EBITDA"  means,  for any period,  net income (or net loss) plus the
      sum of (a) net interest expense,  (b) income tax expense, (c) depreciation
      expense  and  (d)  amortization   expense,  in  each  case  determined  in
      accordance with GAAP for such period.

            "Effective Date" has the meaning specified in Section 3.01.

            "Eligible  Assignee"  means (i) a  Lender;  (ii) an  Affiliate  of a
      Lender;  and (iii) any other  Person  approved by the Agent,  each Issuing
      Bank and, unless an Event of Default has occurred and is continuing at the
      time any  assignment  is effected in  accordance  with Section  9.07,  the
      Guarantor,  such  approval  not to be  unreasonably  withheld  or delayed;
      provided,  however,  that  neither the  Guarantor  nor an Affiliate of the
      Guarantor shall qualify as an Eligible Assignee.

            "Environmental  Action"  means  any  action,  suit,  demand,  demand
      letter, claim, notice of non-compliance or violation,  notice of liability
      or  potential  liability,  investigation,  proceeding,  consent  order  or
      consent  agreement   relating  in  any  way  to  any  Environmental   Law,
      Environmental Permit or hazardous materials or arising from alleged injury
      or  threat  of injury to  health,  safety or the  environment,  including,
      without  limitation,  (a) by any governmental or regulatory  authority for
      enforcement,  cleanup,  removal,  response,  remedial or other  actions or
      damages and (b) by any  governmental or regulatory  authority or any third
      party  for  damages,   contribution,   indemnification,   cost   recovery,
      compensation or injunctive relief.

            "Environmental  Law"  means any  federal,  state,  local or  foreign
      statute, law, ordinance,  rule, regulation,  code, order, judgment, decree
      or  judicial  or agency  interpretation,  policy or  guidance  relating to
      pollution or  protection  of the  environment,  health,  safety or natural
      resources,  including,  without  limitation,  those  relating  to the use,
      handling,   transportation,   treatment,  storage,  disposal,  release  or
      discharge of hazardous materials.

            "Environmental  Permit" means any permit,  approval,  identification
      number,  license or other  authorization  required under any Environmental
      Law.


                                       5


            "Equivalent" in Dollars of any Committed  Currency on any date means
      the equivalent in Dollars of such Committed  Currency  determined by using
      the quoted spot rate at which the Sub-Agent's  principal  office in London
      offers  to  exchange  Dollars  for such  Committed  Currency  in London at
      approximately  4:00 P.M. (London time) (unless otherwise  indicated by the
      terms of this Agreement) on such date as is required pursuant to the terms
      of this  Agreement,  and the  "Equivalent"  in any  Committed  Currency of
      Dollars  means  the  equivalent  in such  Committed  Currency  of  Dollars
      determined  by  using  the  quoted  spot  rate at  which  the  Sub-Agent's
      principal office in London offers to exchange such Committed  Currency for
      Dollars  in  London  at  approximately  4:00 P.M.  (London  time)  (unless
      otherwise  indicated  by the terms of this  Agreement)  on such date as is
      required pursuant to the terms of this Agreement.

            "ERISA" means the Employee  Retirement  Income Security Act of 1974,
      as amended from time to time, and the regulations  promulgated and rulings
      issued thereunder.

            "ERISA  Affiliate" means any Person that for purposes of Title IV of
      ERISA is a member of the  Guarantor's  controlled  group,  or under common
      control  with the  Guarantor,  within the  meaning  of Section  414 of the
      Internal Revenue Code.

            "ERISA Event" means (a) (i) the  occurrence  of a reportable  event,
      within  the  meaning of Section  4043 of ERISA,  with  respect to any Plan
      unless the 30-day notice  requirement  with respect to such event has been
      waived by the PBGC, or (ii) the  requirements of subsection (1) of Section
      4043(b) of ERISA  (without  regard to subsection  (2) of such Section) are
      met  with  respect  to a  contributing  sponsor,  as  defined  in  Section
      4001(a)(13) of ERISA,  of a Plan, and an event described in paragraph (9),
      (10),  (11),  (12) or (13) of  Section  4043(c)  of  ERISA  is  reasonably
      expected to occur with respect to such Plan within the  following 30 days;
      (b) the  application  for a minimum funding waiver with respect to a Plan;
      (c) the provision by the  administrator  of any Plan of a notice of intent
      to terminate such Plan pursuant to Section  4041(a)(2) of ERISA (including
      any such notice with  respect to a plan  amendment  referred to in Section
      4041(e) of ERISA);  (d) the  cessation of  operations at a facility of the
      Guarantor or any ERISA Affiliate in the circumstances described in Section
      4062(e)  of  ERISA;  (e) the  withdrawal  by the  Guarantor  or any  ERISA
      Affiliate  from a Multiple  Employer  Plan during a plan year for which it
      was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f)
      the  conditions for the imposition of a lien under Section 302(f) of ERISA
      shall  have been met with  respect  to any Plan;  (g) the  adoption  of an
      amendment  to a Plan  requiring  the  provision  of  security to such Plan
      pursuant to Section 307 of ERISA;  or (h) the  institution  by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA,  or the
      occurrence  of any event or  condition  described in Section 4042 of ERISA
      that  constitutes  grounds for the termination of, or the appointment of a
      trustee to administer, a Plan.

            "EURIBO Rate" means,  for any Interest Period for each  Eurocurrency
      Rate Advance  comprising  part of the same  Borrowing,  the rate per annum
      appearing  on Page 248 of the  Telerate  Service (or on any  successor  or
      substitute  page of such Service,  or any  successor to or substitute  for
      such Service,  providing  rate  quotations  comparable to those  currently
      provided on such page of such  Service,  as  determined  by the Agent from
      time to time for  purposes  of  providing  quotations  of  interest  rates
      applicable  to deposits in Euro by reference to the Banking  Federation of
      the European Union Settlement Rates for deposits in Euro) at approximately
      10:00 a.m.,  London time, two Business Days prior to the  commencement  of
      such  Interest  Period,  as the rate for deposits in Euros with a maturity
      comparable to such Interest  Period or, if for any reason such rate is not
      available,  the average  (rounded  upward to the nearest whole multiple of
      1/16 of 1% per  annum,  if such  average  is not such a  multiple)  of the
      respective  rates per annum at which  deposits in Euros are offered by the
      principal  office of each of the  Reference  Banks in  London,  England to
      prime banks in the London interbank market at 11:00 A.M. (London time) two
      Business  Days before the first day of such  Interest  Period in an amount
      substantially  equal to such Reference  Bank's  Eurocurrency  Rate Advance
      comprising  part of such Borrowing to be outstanding  during such Interest
      Period and for a period equal to such Interest Period  (subject,  however,
      to the provisions of Section 2.08).


                                       6


            "Euro"  means  the  lawful   currency  of  the  European   Union  as
      constituted  by  the  Treaty  of  Rome  which   established  the  European
      Community, as such treaty may be amended from time to time and as referred
      to in the EMU legislation.

            "Eurocurrency  Liabilities" has the meaning assigned to that term in
      Regulation D of the Board of Governors of the Federal Reserve  System,  as
      in effect from time to time.

            "Eurocurrency Lending Office" means, with respect to any Lender, the
      office of such  Lender  specified  as its  "Eurocurrency  Lending  Office"
      opposite its name on Schedule I hereto or in the  Assumption  Agreement or
      the Assignment and Acceptance pursuant to which it became a Lender (or, if
      no such office is specified,  its Domestic Lending Office),  or such other
      office of such Lender as such Lender may from time to time  specify to the
      Borrowers and the Agent.

            "Eurocurrency   Rate"  means,  for  any  Interest  Period  for  each
      Eurocurrency  Rate  Advance  comprising  part of the  same  Borrowing,  an
      interest  rate per annum equal to the rate per annum  obtained by dividing
      (a)(i) in the case of any Advance  denominated in Dollars or any Committed
      Currency  other  than  Euro,  the rate per  annum  (rounded  upward to the
      nearest  whole  multiple  of 1/16 of 1% per annum)  appearing  on Telerate
      Markets Page 3750 (or any successor page) as the London interbank  offered
      rate for  deposits  in Dollars or the  applicable  Committed  Currency  at
      approximately  11:00 A.M.  (London  time) two  Business  Days prior to the
      first day of such Interest  Period for a term  comparable to such Interest
      Period or, if for any reason such rate is not  available  (but  subject to
      the  provisions  of Section  2.08),  the  average  (rounded  upward to the
      nearest  whole  multiple of 1/16 of 1% per annum,  if such  average is not
      such a multiple) of the rate per annum at which deposits in Dollars or the
      applicable  Committed  Currency is offered by the principal office of each
      of the  Reference  Banks in London,  England to prime  banks in the London
      interbank  market at 11:00 A.M. (London time) two Business Days before the
      first day of such Interest Period in an amount substantially equal to such
      Reference  Bank's  Eurocurrency  Rate  Advance  comprising  part  of  such
      Borrowing to be outstanding  during such Interest  Period and for a period
      equal  to  such  Interest  Period  or,  (ii) in the  case  of any  Advance
      denominated  in Euros,  the EURIBO Rate by (b) a percentage  equal to 100%
      minus the Eurocurrency Rate Reserve Percentage for such Interest Period.

            "Eurocurrency Rate Advance" means an Advance  denominated in Dollars
      or a  Committed  Currency  that  bears  interest  as  provided  in Section
      2.07(a)(ii).

            "Eurocurrency  Rate Reserve  Percentage" for any Interest Period for
      all Eurocurrency Rate Advances comprising part of the same Borrowing means
      the reserve  percentage  applicable two Business Days before the first day
      of such Interest Period under regulations  issued from time to time by the
      Board of Governors of the Federal  Reserve  System (or any  successor) for
      determining   the  maximum   reserve   requirement   (including,   without
      limitation,   any  emergency,   supplemental  or  other  marginal  reserve
      requirement)  for a member bank of the Federal  Reserve System in New York
      City with  respect to  liabilities  or assets  consisting  of or including
      Eurocurrency  Liabilities  (or  with  respect  to any  other  category  of
      liabilities that includes deposits by reference to which the interest rate
      on Eurocurrency  Rate Advances is determined)  having a term equal to such
      Interest Period.

            "Events of Default" has the meaning specified in Section 6.01.

            "Federal Funds Rate" means, for any period,  a fluctuating  interest
      rate per  annum  equal for each day  during  such  period to the  weighted
      average of the rates on overnight Federal funds  transactions with members
      of the Federal  Reserve  System  arranged  by Federal  funds  brokers,  as
      published  for such day (or,  if such day is not a Business  Day,  for the
      next preceding  Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published  for any day that is a Business  Day, the
      average of the  quotations for such day on such  transactions  received by
      the Agent from three Federal funds brokers of recognized standing selected
      by it.

            "GAAP" has the meaning specified in Section 1.03.


                                       7


            "Guaranteed Obligations" has the meaning specified in Section 7.01.

            "Guaranty" means the provisions of Article VII.

            "Hedge   Agreements"   means  interest  rate  swap,  cap  or  collar
      agreements,  interest  rate  future or  option  contracts,  currency  swap
      agreements,   currency  future  or  option  contracts  and  other  similar
      agreements.

            "Increase Date" has the meaning specified in Section 2.18(a).

            "Increasing Lender" has the meaning specified in Section 2.18(b).

            "Information  Memorandum"  means the  information  memorandum  dated
      April 15, 2004 used by the Agent in connection with the syndication of the
      Commitments.

            "Interest   Period"  means,  for  each   Eurocurrency  Rate  Advance
      comprising part of the same Borrowing,  the period  commencing on the date
      of such  Eurocurrency  Rate Advance or the date of the  Conversion  of any
      Base Rate  Advance into such  Eurocurrency  Rate Advance and ending on the
      last day of the period selected by the applicable Borrower pursuant to the
      provisions  below  and,  thereafter,  with  respect to  Eurocurrency  Rate
      Advances,  each  subsequent  period  commencing  on  the  last  day of the
      immediately  preceding  Interest  Period and ending on the last day of the
      period  selected by such Borrower  pursuant to the provisions  below.  The
      duration of each such  Interest  Period  shall be one,  two,  three or six
      months,  and  subject  to clause  (c) of this  definition,  nine or twelve
      months, as the applicable  Borrower may, upon notice received by the Agent
      not later than 11:00 A.M.  (New York City time) on the third  Business Day
      prior to the first day of such Interest Period, select; provided, however,
      that:

                  (a) the Borrowers may not select any Interest Period that ends
            after the Termination Date;

                  (b)  Interest   Periods   commencing  on  the  same  date  for
            Eurocurrency  Rate Advances  comprising  part of the same  Borrowing
            shall be of the same duration;

                  (c) in the case of any such Borrowing, the Borrowers shall not
            be entitled to select an Interest  Period having duration of nine or
            twelve months unless, by 2:00 P.M. (New York City time) on the third
            Business Day prior to the first day of such  Interest  Period,  each
            Lender notifies the Agent that such Lender will be providing funding
            for such  Borrowing  with such  Interest  Period (the failure of any
            Lender to so respond by such time being  deemed for all  purposes of
            this  Agreement  as an  objection  by such  Lender to the  requested
            duration of such Interest  Period);  provided that, if any or all of
            the  Lenders  object  to the  requested  duration  of such  Interest
            Period, the duration of the Interest Period for such Borrowing shall
            be one,  two,  three or six months,  as  specified  by the  Borrower
            requesting  such Borrowing in the applicable  Notice of Borrowing as
            the  desired  alternative  to an  Interest  Period of nine or twelve
            months;

                  (d)  whenever  the  last  day of  any  Interest  Period  would
            otherwise  occur on a day other than a Business Day, the last day of
            such  Interest  Period  shall  be  extended  to  occur  on the  next
            succeeding Business Day, provided,  however, that, if such extension
            would  cause  the last day of such  Interest  Period to occur in the
            next following  calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (e) whenever the first day of any Interest  Period occurs on a
            day of an initial  calendar  month for which there is no numerically
            corresponding  day in the calendar  month that succeeds such initial
            calendar month by the number of months in such Interest Period, such
            Interest  Period  shall  end  on  the  last  Business  Day  of  such
            succeeding calendar month.


                                       8


            "Internal  Revenue Code" means the Internal Revenue Code of 1986, as
      amended from time to time,  and the  regulations  promulgated  and rulings
      issued thereunder.

            "Issuing  Bank"  means  an  Initial  Issuing  Bank  or any  Eligible
      Assignee to which a portion of the Letter of Credit Commitments  hereunder
      has  been  assigned  pursuant  to  Section  9.07 so long as such  Eligible
      Assignee expressly agrees to perform in accordance with their terms all of
      the  obligations  that by the terms of this  Agreement  are required to be
      performed  by it as  an  Issuing  Bank  and  notifies  the  Agent  of  its
      Applicable  Lending  Office  (which  information  shall be recorded by the
      Agent  in the  Register),  for so  long as such  Initial  Issuing  Bank or
      Eligible  Assignee,  as the case may be,  shall  have a Letter  of  Credit
      Commitment.

            "L/C Cash Deposit  Account"  means an interest  bearing cash deposit
      account to be  established  and  maintained  by the Agent,  over which the
      Agent  shall have sole  dominion  and  control,  upon such terms as may be
      reasonably satisfactory to the Agent.

            "L/C  Related  Documents"  has  the  meaning  specified  in  Section
      2.06(b)(i).

            "Lenders"  means  the  Initial  Lenders,  each  Issuing  Bank,  each
      Assuming  Lender that shall become a party hereto pursuant to Section 2.18
      and each Person that shall become a party hereto pursuant to Section 9.07.

            "Letter of Credit" has the meaning specified in Section 2.01(b).

            "Letter of Credit  Agreement"  has the meaning  specified in Section
      2.03(a).

            "Letter of Credit  Commitment"  means,  with respect to each Issuing
      Bank,  the  obligation of such Issuing Bank to issue Letters of Credit for
      the account of the Borrowers in (a) the maximum aggregate Available Amount
      set forth opposite the Issuing  Bank's name on the signature  pages hereto
      under the caption  "Letter of Credit  Commitment"  or (b) if such  Issuing
      Bank has entered into one or more Assignment and  Acceptances,  the amount
      set forth for such Issuing Bank in the  Register  maintained  by the Agent
      pursuant  to Section  9.07(d)  as such  Issuing  Bank's  "Letter of Credit
      Commitment", in each case as such amount may be reduced prior to such time
      pursuant to Section 2.05.

            "Letter of Credit  Facility"  means, at any time, an amount equal to
      the least of (a) the  aggregate  amount of the  Issuing  Banks'  Letter of
      Credit  Commitments at such time, (b)  $100,000,000  and (c) the aggregate
      amount of the Revolving Credit Commitments,  as such amount may be reduced
      at or prior to such time pursuant to Section 2.05.

            "Lien"  means  any  lien,  security  interest  or  other  charge  or
      encumbrance  of any kind,  or any other type of  preferential  arrangement
      intended  to  provide  security  for  the  payment  or  performance  of an
      obligation,  including,  without limitation, the lien or retained security
      title of a  conditional  vendor  and any  easement,  right of way or other
      encumbrance on title to real property.

            "Loan Party" means each Borrower and the Guarantor.

            "Material  Adverse Change" means any material  adverse change in the
      business, condition (financial or otherwise),  operations,  performance or
      properties of the Guarantor or the Guarantor and its Subsidiaries taken as
      a whole.

            "Material Adverse Effect" means a material adverse effect on (a) the
      business, condition (financial or otherwise),  operations,  performance or
      properties of the Guarantor or the Guarantor and its Subsidiaries taken as
      a whole, (b) the rights and remedies of the Agent or any Lender under this
      Agreement  or any Note or (c) the ability of any Loan Party to perform its
      obligations under this Agreement or any Note.


                                       9


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

            "Multiemployer  Plan"  means a  multiemployer  plan,  as  defined in
      Section 4001(a)(3) of ERISA, to which the Guarantor or any ERISA Affiliate
      is making or accruing an obligation to make  contributions,  or has within
      any of the preceding five plan years made or accrued an obligation to make
      contributions.

            "Multiple Employer Plan" means a single employer plan, as defined in
      Section  4001(a)(15) of ERISA, that (a) is maintained for employees of the
      Guarantor  or any ERISA  Affiliate  and at least one Person other than the
      Guarantor and the ERISA Affiliates or (b) was so maintained and in respect
      of which the Guarantor or any ERISA  Affiliate  could have liability under
      Section  4064 or 4069 of ERISA in the event  such plan has been or were to
      be terminated.

            "Note" means a promissory note of a Borrower payable to the order of
      any Lender,  delivered  pursuant to a request  made under  Section 2.16 in
      substantially  the form of  Exhibit A  hereto,  evidencing  the  aggregate
      indebtedness  of such Borrower to such Lender  resulting from the Advances
      made by such Lender to such Borrower.

            "Notice of Borrowing" has the meaning specified in Section 2.02(a).

            "Notice of Issuance" has the meaning specified in Section 2.03(a).

            "Payment Office" means, for any Committed  Currency,  such office of
      Citibank as shall be from time to time  selected by the Agent and notified
      by the Agent to the Borrowers and the Lenders.

            "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  (or any
      successor).

            "Permitted  Liens"  means  such  of the  following  as to  which  no
      enforcement,  collection,  execution, levy or foreclosure proceeding shall
      have been commenced:  (a) Liens for taxes,  assessments  and  governmental
      charges  or levies to the  extent not  required  to be paid under  Section
      5.01(b)  hereof;   (b)  Liens  imposed  by  law,  such  as  materialmen's,
      mechanics',  carriers',  workmen's and repairmen's Liens and other similar
      Liens arising in the ordinary course of business securing obligations that
      are not  overdue  for a  period  of more  than 30 days or that  are  being
      contested in good faith and by  appropriate  proceedings  that prevent the
      forfeiture  or sale of the assets  subject to such  Lien;  (c)  pledges or
      deposits to secure obligations under workers' compensation laws or similar
      legislation or to secure public or statutory  obligations  or, in any such
      case, to secure reimbursement obligations under letters of credit or bonds
      issued to support such obligations;  and (d) easements,  rights of way and
      other  encumbrances  on title to real property that do not render title to
      the property  encumbered  thereby  unmarketable  or  materially  adversely
      affect the use of such property for its present purposes.

            "Person" means an individual, partnership,  corporation (including a
      business trust), joint stock company, trust,  unincorporated  association,
      joint venture,  limited liability company or other entity, or a government
      or any political subdivision or agency thereof.

            "Plan" means a Single Employer Plan or a Multiple Employer Plan.

            "Post-Petition Interest" has the meaning specified in Section 7.05.

            "PTR Scheme"  shall mean the  Provisional  Treaty  Relief  Scheme as
      described in Inland Revenue Guidelines dated July 1999 and administered by
      the Inland Revenue's Centre for Non-Residents.

            "Public Debt Rating" means, as of any date, the rating that has been
      most recently announced by either S&P or Moody's,  as the case may be, for
      any class of non-credit enhanced long-term senior unsecured debt issued by
      the Guarantor or, if either such rating agency shall have issued more than
      one such rating,  the lowest such rating issued by such rating agency. For
      purposes of the foregoing, (a) if only


                                       10


      one of S&P and  Moody's  shall have in effect a Public  Debt  Rating,  the
      Applicable   Margin,   the   Applicable   Percentage  and  the  Applicable
      Utilization Fee shall be determined by reference to the available  rating;
      (b) if neither S&P nor Moody's  shall have in effect a Public Debt Rating,
      the  Applicable  Margin,  the  Applicable  Percentage  and the  Applicable
      Utilization  Fee  will  be  set in  accordance  with  Level  6  under  the
      definition of "Applicable Margin",  "Applicable Percentage" or "Applicable
      Utilization  Fee", as the case may be; (c) if the ratings  established  by
      S&P and Moody's shall fall within different levels, the Applicable Margin,
      the  Applicable  Percentage and the  Applicable  Utilization  Fee shall be
      based upon the higher  rating  unless such  rating  differs by two or more
      levels,  in which case the applicable level will be deemed to be one level
      above the lower of such levels;  (d) if any rating  established  by S&P or
      Moody's shall be changed, such change shall be effective as of the date on
      which such change is first announced  publicly by the rating agency making
      such  change;  and (e) if S&P or Moody's  shall  change the basis on which
      ratings  are  established,  each  reference  to  the  Public  Debt  Rating
      announced  by S&P or Moody's,  as the case may be, shall refer to the then
      equivalent rating by S&P or Moody's, as the case may be.

            "Ratable  Share" of any amount means,  with respect to any Lender at
      any time,  the product of such amount  times a fraction  the  numerator of
      which is the amount of such Lender's  Revolving Credit  Commitment at such
      time (or, if the Revolving Credit  Commitments  shall have been terminated
      pursuant to Section 2.05 or 6.01, the aggregate  principal  amount of such
      Lender's Advances) and the denominator of which is the aggregate amount of
      all Revolving Credit Commitments at such time (or, if the Revolving Credit
      Commitments  shall have been terminated  pursuant to Section 2.05 or 6.01,
      the aggregate principal amount of all outstanding Advances).

            "Reference Banks" means Citibank, ABN AMRO Bank N.V., JPMorgan Chase
      Bank and HSBC Bank USA.

            "Register" has the meaning specified in Section 9.07(d).

            "Required  Lenders"  means  at any  time  Lenders  owed  at  least a
      majority in interest of the then aggregate  unpaid principal amount (based
      on the  Equivalent  in  Dollars  at such  time) of the  Advances  owing to
      Lenders,  or, if no such  principal  amount is then  outstanding,  Lenders
      having at least a majority in interest of the Commitments.

            "Revolving Credit  Commitment" means as to any Lender (a) the Dollar
      amount set forth opposite such Lender's name on the signature pages hereof
      as such Lender's  "Revolving  Credit  Commitment",  (b) if such Lender has
      become a Lender hereunder pursuant to an Assumption Agreement,  the Dollar
      amount set forth in such  Assumption  Agreement  or (c) if such Lender has
      entered into any  Assignment and  Acceptance,  the Dollar amount set forth
      for such  Lender  in the  Register  maintained  by the Agent  pursuant  to
      Section 9.07(d), as such amount may be reduced pursuant to Section 2.05 or
      increased pursuant to Section 2.18.

            "S&P"  means  Standard  &  Poor's,  a  division  of The  McGraw-Hill
      Companies, Inc.

            "Single  Employer Plan" means a single  employer plan, as defined in
      Section  4001(a)(15) of ERISA, that (a) is maintained for employees of the
      Guarantor or any ERISA  Affiliate  and no Person other than the  Guarantor
      and the ERISA  Affiliates or (b) was so maintained and in respect of which
      the Guarantor or any ERISA  Affiliate  could have liability  under Section
      4069 of ERISA in the event such plan has been or were to be terminated.

            "Sub-Agent" means Citibank International plc.

            "Subordinated  Obligations"  has the  meaning  specified  in Section
      7.05.

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the issued and outstanding Voting


                                       11


      Stock of such  Person,  (b) the interest in the capital or profits of such
      limited  liability  company,  partnership  or  joint  venture  or (c)  the
      beneficial  interest  in such trust or estate is at the time  directly  or
      indirectly  owned or controlled by such Person,  by such Person and one or
      more of its other  Subsidiaries  or by one or more of such Person's  other
      Subsidiaries.

            "Termination Date" means the earlier of (a) May 24, 2009 and (b) the
      date of termination in whole of the  Commitments  pursuant to Section 2.05
      or 6.01.

            "Unissued Letter of Credit  Commitment"  means,  with respect to any
      Issuing  Bank,  the  obligation  of such Issuing Bank to issue  Letters of
      Credit for the account of the  Borrowers  in an amount equal to the excess
      of (a)  the  amount  of its  Letter  of  Credit  Commitment  over  (b) the
      aggregate Available Amount of all Letters of Credit issued by such Issuing
      Bank.

            "Unused  Commitment" means, with respect to each Lender at any time,
      (a) such Lender's  Revolving Credit  Commitment at such time minus (b) the
      sum of (i) the  aggregate  principal  amount of all Advances  made by such
      Lender (in its capacity as a Lender) and  outstanding  at such time,  plus
      (ii) such Lender's Ratable Share of (A) the aggregate  Available Amount of
      all the Letters of Credit  outstanding  at such time and (B) the aggregate
      principal  amount of all Advances  made by each  Issuing Bank  pursuant to
      Section  2.03(c) that have not been ratably  funded by such Lender and are
      outstanding at such time.

            "Voting  Stock"  means  capital  stock issued by a  corporation,  or
      equivalent  interests  in any  other  Person,  the  holders  of which  are
      ordinarily,  in the  absence of  contingencies,  entitled  to vote for the
      election of directors (or persons  performing  similar  functions) of such
      Person,  even if the right so to vote has been  suspended by the happening
      of such a contingency.

            SECTION 1.02.  Computation of Time Periods. In this Agreement in the
      computation of periods of time from a specified date to a later  specified
      date,  the word "from" means "from and  including"  and the words "to" and
      "until" each mean "to but excluding".

            SECTION  1.03.   Accounting   Terms.   All   accounting   terms  not
      specifically   defined  herein  shall  be  construed  in  accordance  with
      generally accepted accounting  principles consistent with those applied in
      the preparation of the financial statements referred to in Section 4.01(e)
      ("GAAP").

                                   ARTICLE II

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

            SECTION 2.01. The Advances and Letters of Credit.  (a) The Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make Advances to the  Borrowers  from time to time on any Business Day during
the  period  from the  Effective  Date until the  Termination  Date in an amount
(based in respect of any Advances to be denominated  in a Committed  Currency by
reference  to the  Equivalent  thereof  in  Dollars  determined  on the  date of
delivery of the  applicable  Notice of  Borrowing)  not to exceed such  Lender's
Unused  Commitment at such time. Each Borrowing under this Section 2.01(a) shall
be in an amount not less than the Borrowing  Minimum or an integral  multiple of
the  Borrowing  Multiple in excess  thereof and shall consist of Advances of the
same Type and in the same currency  made on the same day by the Lenders  ratably
according to their respective Revolving Credit Commitments. Within the limits of
each Lender's Revolving Credit  Commitment,  the Borrowers may borrow under this
Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section
2.01(a).

            (b) Letters of Credit.  Each Issuing  Bank agrees,  on the terms and
conditions  hereinafter  set forth, in reliance upon the agreements of the other
Lenders set forth in this Agreement, to issue letters of credit (each, a "Letter
of Credit")  for the account of any  Borrower  from time to time on any Business
Day  during  the  period  from  the  Effective  Date  until 30 days  before  the
Termination Date in an aggregate  Available Amount (i) for all Letters of Credit
issued by each  Issuing  Bank not to  exceed  at any time the  lesser of (x) the
Letter of Credit


                                       12


Facility at such time and (y) such Issuing Bank's Letter of Credit Commitment at
such time and (ii) for each such Letter of Credit not to exceed an amount  equal
to the Unused Commitments of the Lenders at such time. No Letter of Credit shall
have  an  expiration  date  (including  all  rights  of  such  Borrower  or  the
beneficiary  to  require  renewal)  later  than  10  Business  Days  before  the
Termination  Date.  Within the limits referred to above,  the Borrowers may from
time to time  request  the  issuance  of  Letters of Credit  under this  Section
2.01(b).  Each letter of credit  listed on Schedule  2.01(b)  shall be deemed to
constitute  a Letter of Credit  issued  hereunder,  and each  Lender  that is an
issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed
to be an Issuing Bank for each such letter of credit,  provided than any renewal
or  replacement  of any such letter of credit shall be issued by an Issuing Bank
pursuant to the terms of this Agreement. The terms "issue", "issued", "issuance"
and all similar  terms,  when applied to a Letter of Credit,  shall  include any
renewal or extension  thereof or amendment  thereto that increases the Available
Amount thereof or otherwise  materially increases the Issuing Bank's obligations
thereunder.

            SECTION 2.02. Making the Advances.  (a) Except as otherwise provided
in Section 2.03(c), each Borrowing shall be made on notice, given not later than
(x) 11:00 A.M. (New York City time) on the third  Business Day prior to the date
of the proposed Borrowing in the case of a Borrowing  consisting of Eurocurrency
Rate Advances  denominated in Dollars,  (y) 4:00 P.M. (London time) on the third
Business  Day  prior  to the  date of the  proposed  Borrowing  in the case of a
Borrowing  consisting of Eurocurrency Rate Advances denominated in any Committed
Currency,  or (z) 11:00 A.M.  (New York City  time) on the date of the  proposed
Borrowing in the case of a Borrowing  consisting of Base Rate  Advances,  by the
applicable Borrower to the Agent (and, in the case of a Borrowing  consisting of
Eurocurrency Rate Advances,  simultaneously to the Sub-Agent),  which shall give
to each  Lender  prompt  notice  thereof by  telecopier.  Each such  notice of a
Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately
in  writing,  or  telecopier  in  substantially  the form of  Exhibit  B hereto,
specifying  therein  the  requested  (i) date of such  Borrowing,  (ii)  Type of
Advances  comprising such Borrowing,  (iii) aggregate  amount of such Borrowing,
and (iv) in the case of a Borrowing  consisting of  Eurocurrency  Rate Advances,
initial  Interest Period and currency for each such Advance.  Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case
of a Borrowing  consisting of Advances  denominated in Dollars, and before 11:00
A.M.  (London  time) on the date of such  Borrowing,  in the case of a Borrowing
consisting of Eurocurrency Rate Advances  denominated in any Committed Currency,
make available for the account of its Applicable  Lending Office to the Agent at
the applicable Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing.  After the Agent's receipt of such funds and upon fulfillment
of the applicable  conditions set forth in Article III, the Agent will make such
funds available to the applicable Borrower at the Agent's address referred to in
Section 9.02 or at the applicable Payment Office, as the case may be.

            (b)   Anything   in   subsection   (a)   above   to   the   contrary
notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances for
any  Borrowing  if the  aggregate  amount  of such  Borrowing  is less  than the
Borrowing  Minimum or if the obligation of the Lenders to make Eurocurrency Rate
Advances for the requested  currency shall then be suspended pursuant to Section
2.08 or 2.12 and (ii) the  Eurocurrency  Rate Advances may not be outstanding as
part of more than six separate Borrowings.

            (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower  requesting  such  Borrowing.  In the  case of any  Borrowing  that the
related Notice of Borrowing  specifies is to be comprised of  Eurocurrency  Rate
Advances,  the applicable Borrower shall indemnify each Lender against any loss,
cost or expense incurred by such Lender as a result of any failure to fulfill on
or before the date  specified in such Notice of Borrowing for such Borrowing the
applicable  conditions set forth in Article III, including,  without limitation,
any loss (including loss of anticipated  profits),  cost or expense  incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by
such  Lender  to fund  the  Advance  to be made by such  Lender  as part of such
Borrowing  when such Advance,  as a result of such failure,  is not made on such
date.

            (d) Unless the Agent shall have received  notice from a Lender prior
to the time of any  Borrowing  that such Lender will not make  available  to the
Agent such Lender's ratable portion of such Borrowing, the Agent may assume that
such  Lender has made such  portion  available  to the Agent on the date of such
Borrowing in accordance  with  subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the applicable Borrower
on such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable  portion  available to the Agent,  such Lender and
such  Borrower  severally  agree to repay to the Agent  forthwith on demand such
corresponding  amount together with interest thereon, for each day from the date
such amount is made  available  to such  Borrower  until the date such amount is
repaid to the Agent, at


                                       13


(i) in the case of a Borrower, the higher of (A) the interest rate applicable at
the  time to  Advances  comprising  such  Borrowing  and (B) the  cost of  funds
incurred  by the Agent in  respect  of such  amount and (ii) in the case of such
Lender,  (A) the  Federal  Funds  Rate in the case of  Advances  denominated  in
Dollars or (B) the cost of funds incurred by the Agent in respect of such amount
in the case of Advances  denominated  in  Committed  Currencies.  If such Lender
shall repay to the Agent such corresponding  amount, such amount so repaid shall
constitute such Lender's  Advance as part of such Borrowing for purposes of this
Agreement.

            (e) The  failure of any Lender to make the  Advance to be made by it
as part of any Borrowing  shall not relieve any other Lender of its  obligation,
if any,  hereunder  to make its  Advance on the date of such  Borrowing,  but no
Lender  shall be  responsible  for the  failure of any other  Lender to make the
Advance to be made by such other Lender on the date of any Borrowing.

            SECTION  2.03.  Issuance of and  Drawings  and  Reimbursement  Under
Letters of Credit. (a) Request for Issuance.  (i) Each Letter of Credit shall be
issued upon notice,  given not later than 11:00 A.M. (New York City time) on the
fifth Business Day prior to the date of the proposed  issuance of such Letter of
Credit (or on such shorter notice as the applicable  Issuing Bank may agree), by
any  Borrower to any Issuing  Bank,  and such  Issuing Bank shall give the Agent
prompt  notice  thereof.  Each such  notice of issuance of a Letter of Credit (a
"Notice of Issuance") shall be by telecopier or telephone, confirmed immediately
in writing,  specifying  therein the requested (A) date of such issuance  (which
shall be a Business  Day),  (B) Available  Amount and currency of such Letter of
Credit,  (C) expiration  date of such Letter of Credit (which shall not be later
than 10 Business Days before the Termination  Date), (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of Credit, such
Letter of Credit shall be issued pursuant to such  application and agreement for
letter of credit as such Issuing Bank may specify to the applicable Borrower for
use in  connection  with such  requested  Letter of Credit (a  "Letter of Credit
Agreement").  If the  requested  form of such Letter of Credit is  acceptable to
such  Issuing  Bank  in its  sole  discretion,  such  Issuing  Bank  will,  upon
fulfillment  of the  applicable  conditions  set forth in Article III, make such
Letter of Credit  available  to the  Borrower  requesting  such  issuance at its
office referred to in Section 9.02 or as otherwise  agreed with such Borrower in
connection  with  such  issuance.  In  the  event  and to the  extent  that  the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the  provisions  of this  Agreement  shall govern.  For avoidance of doubt,  but
without  limitation of the generality of the foregoing,  provisions  relating to
security  interests,  reimbursement  or other payment  obligations,  interest or
events of default shall be deemed to be in conflict with this Agreement

            (b)  Participations.  By the  issuance  of a Letter of Credit (or an
amendment to a Letter of Credit increasing Available Amount thereof) and without
any further  action on the part of the  applicable  Issuing Bank or the Lenders,
such Issuing Bank hereby grants to each Lender,  and each Lender hereby acquires
from such Issuing Bank, a  participation  in such Letter of Credit equal to such
Lender's  Ratable Share of the Available  Amount of such Letter of Credit.  Each
Borrower  hereby  agrees to each such  participation.  In  consideration  and in
furtherance of the foregoing,  each Lender hereby absolutely and unconditionally
agrees to pay to the Agent,  for the account of such Issuing Bank, such Lender's
Ratable  Share of each  drawing  made  under a Letter of  Credit  funded by such
Issuing Bank and not reimbursed by the applicable  Borrower on the date made, or
of any  reimbursement  payment  required to be refunded to such Borrower for any
reason,  which  amount  will be  advanced,  and  deemed to be an Advance to such
Borrower  hereunder,  regardless of the satisfaction of the conditions set forth
in Section  3.02.  Each Lender  acknowledges  and agrees that its  obligation to
acquire  participations  pursuant  to this  paragraph  in  respect of Letters of
Credit  is  absolute  and  unconditional  and  shall  not  be  affected  by  any
circumstance  whatsoever,  including any amendment,  renewal or extension of any
Letter  of  Credit  in  accordance  with  the  terms  of this  Agreement  or the
occurrence  and  continuance  of a Default or  reduction or  termination  of the
Revolving Credit  Commitments,  and that each such payment shall be made without
any offset, abatement,  withholding or reduction whatsoever. Each Lender further
acknowledges and agrees that its  participation in each Letter of Credit will be
automatically  adjusted to reflect such Lender's  Ratable Share of the Available
Amount of such  Letter of Credit  at each time such  Lender's  Revolving  Credit
Commitment  is amended  pursuant to a  Commitment  Increase in  accordance  with
Section  2.18,  an  assignment  in  accordance  with  Section  9.07 or otherwise
pursuant to this Agreement.

            (c) Drawing and  Reimbursement.  The payment by an Issuing Bank of a
draft drawn under any Letter of Credit which is not reimbursed by the applicable
Borrower on the date made (the Borrowers  having no obligation to reimburse such
Issuing Bank on the date of such payment, except to the extent, if any, that the
sum


                                       14


of the  amount of such  drawing  plus the  outstanding  principal  amount of all
Advances,  plus the remaining  Available  Amount of all  outstanding  Letters of
Credit,  would exceed the aggregate  Revolving Credit  Commitments at such date)
shall  constitute  for all  purposes  of this  Agreement  the making by any such
Issuing Bank of an Advance, which, in the case of a Letter of Credit denominated
in Dollars,  shall be a Base Rate Advance,  in the amount of such draft,  or, in
the case of a Letter of Credit denominated in a Committed  Currency,  shall be a
Base Rate Advance in the Equivalent  amount of Dollars on the date such draft is
paid,  without regard to whether the making of such an Advance would exceed such
Issuing Bank's Unused Commitment.  Each Issuing Bank shall give prompt notice of
each drawing under any Letter of Credit issued by it to the applicable  Borrower
and the Agent.  Upon written  demand by such Issuing  Bank,  with a copy of such
demand to the Agent and the  applicable  Borrower,  each Lender shall pay to the
Agent such  Lender's  Ratable  Share of such  outstanding  Advance  pursuant  to
Section 2.03(b). Each Lender acknowledges and agrees that its obligation to make
Advances  pursuant to this paragraph in respect of Letters of Credit is absolute
and  unconditional  and shall not be  affected by any  circumstance  whatsoever,
including  any  amendment,  renewal or  extension of any Letter of Credit or the
occurrence  and  continuance  of a Default or  reduction or  termination  of the
Revolving Credit  Commitments,  and that each such payment shall be made without
any offset,  abatement,  withholding  or reduction  whatsoever.  Promptly  after
receipt thereof,  the Agent shall transfer such funds to such Issuing Bank. Each
Lender  agrees to fund its Ratable  Share of an  outstanding  Advance on (i) the
Business Day on which demand  therefor is made by such  Issuing  Bank,  provided
that  notice of such  demand is given not later than  11:00 A.M.  (New York City
time) on such Business Day, or (ii) the first Business Day next  succeeding such
demand if notice of such demand is given  after such time.  If and to the extent
that any Lender shall not have so made the amount of such  Advance  available to
the Agent,  such  Lender  agrees to pay to the Agent  forthwith  on demand  such
amount together with interest  thereon,  for each day from the date of demand by
any such  Issuing  Bank until the date such amount is paid to the Agent,  at the
Federal  Funds Rate for its  account or the  account of such  Issuing  Bank,  as
applicable. If such Lender shall pay to the Agent such amount for the account of
any such  Issuing Bank on any  Business  Day,  such amount so paid in respect of
principal  shall  constitute an Advance made by such Lender on such Business Day
for purposes of this  Agreement,  and the  outstanding  principal  amount of the
Advance  made by such  Issuing  Bank  shall be  reduced  by such  amount on such
Business Day.

            (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to
the Agent on the first Business Day of each month a written  report  summarizing
issuance and  expiration  dates of Letters of Credit issued by such Issuing Bank
during the preceding  month and drawings  during such month under all Letters of
Credit and (B) to the Agent on the first Business Day of each calendar quarter a
written report setting forth the average daily aggregate Available Amount during
the preceding  calendar  quarter of all Letters of Credit issued by such Issuing
Bank.  The Agent  shall  provide  prompt  notice to the  Lenders of the  reports
delivered pursuant to this subsection (d).

            (e) Failure to Make Advances.  The failure of any Lender to make the
Advance  to be made by it on the date  specified  in Section  2.03(c)  shall not
relieve any other Lender of its obligation hereunder to make its Advance on such
date, but no Lender shall be responsible  for the failure of any other Lender to
make the Advance to be made by such other Lender on such date.

            SECTION 2.04.  Fees. (a) Facility Fee. The Borrowers agree to pay to
the Agent for the account of each Lender a facility fee on the aggregate  amount
of such Lender's Revolving Credit Commitment from the Effective Date in the case
of each Initial  Lender and from the effective  date specified in the Assumption
Agreement  or in the  Assignment  and  Acceptance  pursuant to which it became a
Lender in the case of each other Lender until the Termination Date at a rate per
annum equal to the Applicable Percentage in effect from time to time, payable in
arrears quarterly on the last day of each March,  June,  September and December,
commencing June 30, 2004, and on the Termination Date.

            (b) Letter of Credit Commissions. (i) Each Borrower shall pay to the
Agent for the account of each Lender a commission on such Lender's Ratable Share
of the average daily aggregate  Available Amount of all Letters of Credit issued
at the request of such Borrower and outstanding  from time to time at a rate per
annum equal to the Applicable  Margin for  Eurocurrency  Rate Advances in effect
from time to time plus the  Applicable  Utilization  Fee,  if any,  during  such
calendar  quarter,  payable in arrears  quarterly on the last day of each March,
June,  September and December,  commencing with the quarter ended June 30, 2004,
and on the  Termination  Date;  provided that the Applicable  Margin shall be 2%
above the  Applicable  Margin in  effect  upon the  occurrence  and  during  the
continuation of an Event of Default if the Borrowers are required to pay default
interest pursuant to Section 2.07(b).


                                       15


            (ii) Each  Borrower  shall  pay to each  Issuing  Bank,  for its own
      account,  such fronting fees and such other  commissions,  issuance  fees,
      transfer fees and other fees and charges in  connection  with the issuance
      or  administration  of each  Letter of Credit  as such  Borrower  and such
      Issuing Bank shall agree.

            (c) Agent's Fees.  The Borrowers  shall pay to the Agent for its own
account such fees as may from time to time be agreed  between the  Guarantor and
the Agent.

            SECTION 2.05. Optional  Termination or Reduction of the Commitments.
The Borrowers shall have the right,  upon at least five Business Days' notice to
the Agent,  to  terminate  in whole or  permanently  reduce  ratably in part the
Unused Revolving Credit Commitments or the Unissued Letter of Credit Commitments
of the Lenders,  provided that each partial  reduction shall be in the aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

            SECTION 2.06.  Repayment of Advances and Letter of Credit  Drawings.
(a) The  Borrowers  shall  repay to the Agent  for the  ratable  account  of the
Lenders on the Termination  Date the aggregate  principal amount of the Advances
then outstanding.

            (b) The  obligations of the applicable  Borrower under any Letter of
Credit Agreement and any other agreement or instrument relating to any Letter of
Credit (subject to Section 2.03(a)) shall be unconditional and irrevocable,  and
shall be paid  strictly in  accordance  with the terms of this  Agreement,  such
Letter of Credit  Agreement  and such other  agreement or  instrument  under all
circumstances,  including,  without limitation,  the following circumstances (it
being understood that any such payment by such Borrower is without prejudice to,
and does not  constitute  a waiver of, any rights  such  Borrower  might have or
might  acquire  as a result  of the  payment  by any  Lender of any draft or the
reimbursement by such Borrower thereof):

            (i) any lack of validity or  enforceability  of this Agreement,  any
      Note,  any Letter of Credit  Agreement,  any Letter of Credit or any other
      agreement or  instrument  relating  thereto (all of the  foregoing  being,
      collectively, the "L/C Related Documents");

            (ii) any change in the time,  manner or place of  payment  of, or in
      any other  term of,  all or any of the  obligations  of such  Borrower  in
      respect of any L/C Related Document or any other amendment or waiver of or
      any consent to departure from all or any of the L/C Related Documents;

            (iii) the  existence of any claim,  set-off,  defense or other right
      that such  Borrower  may have at any time against any  beneficiary  or any
      transferee  of a Letter  of  Credit  (or any  Persons  for  which any such
      beneficiary or any such  transferee may be acting),  any Issuing Bank, any
      Agent,  any Lender or any other  Person,  whether in  connection  with the
      transactions  contemplated  by the L/C Related  Documents or any unrelated
      transaction;

            (iv) any statement or any other document presented under a Letter of
      Credit proving to be forged,  fraudulent,  invalid or  insufficient in any
      respect  or any  statement  therein  being  untrue  or  inaccurate  in any
      respect;

            (v)  payment by any  Issuing  Bank under a Letter of Credit  against
      presentation of a draft or certificate  that does not strictly comply with
      the terms of such Letter of Credit;

            (vi) any exchange,  release or non-perfection of any collateral,  or
      any release or  amendment  or waiver of or consent to  departure  from any
      guarantee,  for all or any of the  obligations of such Borrower in respect
      of the L/C Related Documents; or

            (vii) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing,  including, without limitation, any other
      circumstance that might otherwise  constitute a defense available to, or a
      discharge of, such Borrower or a guarantor.


                                       16


            SECTION  2.07.  Interest on Advances.  (a) Scheduled  Interest.  The
Borrowers  shall pay  interest on the unpaid  principal  amount of each  Advance
owing to each Lender from the date of such Advance until such  principal  amount
shall be paid in full, at the following rates per annum:

            (i) Base Rate  Advances.  During such  periods as such  Advance is a
      Base Rate  Advance,  a rate per annum equal at all times to the sum of (x)
      the Base Rate in effect from time to time plus (y) the  Applicable  Margin
      in effect from time to time plus (z) the  Applicable  Utilization  Fee, if
      any, in effect from time to time, payable in arrears quarterly on the last
      day of each March, June, September and December during such periods and on
      the date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurocurrency Rate Advances. During such periods as such Advance
      is a Eurocurrency Rate Advance, a rate per annum equal at all times during
      each Interest  Period for such Advance to the sum of (x) the  Eurocurrency
      Rate for such  Interest  Period for such Advance  plus (y) the  Applicable
      Margin in effect  from  time to time plus (z) the  Applicable  Utilization
      Fee, if any,  in effect from time to time,  payable in arrears on the last
      day of such Interest Period and, if such Interest Period has a duration of
      more than three  months,  on each day that  occurs  during  such  Interest
      Period every three months from the first day of such  Interest  Period and
      on the date such  Eurocurrency  Rate Advance shall be Converted or paid in
      full.

            (b) Default Interest. Upon the occurrence and during the continuance
of an Event of  Default  under  Section  6.01(a),  the Agent  may,  and upon the
request of the Required  Lenders  shall,  require the  Borrowers to pay interest
("Default Interest") on (i) the unpaid principal amount of each Advance owing to
each  Lender,  payable in arrears on the dates  referred to in clause  (a)(i) or
(a)(ii) above,  at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such Advance  pursuant to clause (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest,  fee or other amount payable hereunder that is not paid when due, from
the date such  amount  shall be due  until  such  amount  shall be paid in full,
payable in arrears on the date such amount  shall be paid in full and on demand,
at a rate per annum  equal at all times to 2% per annum above the rate per annum
required  to be paid on Base Rate  Advances  pursuant  to clause  (a)(i)  above;
provided,  however,  that  following  acceleration  of the Advances  pursuant to
Section 6.01,  Default Interest shall accrue and be payable hereunder whether or
not previously required by the Agent.

            SECTION 2.08. Interest Rate  Determination.  (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each  Eurocurrency  Rate.  If any one or more of the  Reference  Banks shall not
furnish such timely  information to the Agent for the purpose of determining any
such interest rate, the Agent shall determine such interest rate on the basis of
timely information  furnished by the remaining  Reference Banks. The Agent shall
give prompt notice to the applicable  Borrower and the Lenders of the applicable
interest  rate  determined  by the Agent for purposes of Section  2.07(a)(i)  or
(ii), and the rate, if any,  furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii).

            (b) If, with respect to any Eurocurrency Rate Advances, the Required
Lenders notify the Agent that (i) they are unable to obtain matching deposits in
the London  inter-bank market at or about 11:00 A.M. (London time) on the second
Business  Day before the making of a  Borrowing  in  sufficient  amounts to fund
their respective Advances as a part of such Borrowing during its Interest Period
or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not
adequately  reflect  the cost to such  Required  Lenders of  making,  funding or
maintaining  their  respective  Eurocurrency  Rate  Advances  for such  Interest
Period,  the Agent shall  forthwith  so notify the  applicable  Borrower and the
Lenders,  whereupon (A) such Borrower will, on the last day of the then existing
Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated
in Dollars,  either (x) prepay such  Advances or (y) Convert such  Advances into
Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in
any  Committed  Currency,  either (x) prepay such  Advances or (y) exchange such
Advances  into an  Equivalent  amount of Dollars and Convert such  Advances into
Base Rate Advances and (B) the  obligation of the Lenders to make, or to Convert
Advances  into,  Eurocurrency  Rate Advances in the affected  currency  shall be
suspended  until the Agent shall notify the  Borrowers  and the Lenders that the
circumstances  causing such  suspension no longer exist;  provided  that, if the
circumstances  set forth in clause  (ii) above are  applicable,  the  applicable
Borrower  may elect,  by notice to the Agent and the Lenders,  to continue  such
Advances in such Committed  Currency for Interest Periods of not longer than one
month,  which Advances shall  thereafter bear interest at a rate per annum equal
to the Applicable Margin plus the Applicable  Utilization Fee, if any, plus, for
each


                                       17


Lender,  the cost to such Lender  (expressed as a rate per annum) of funding its
Eurocurrency  Rate  Advances by whatever  means it  reasonably  determines to be
appropriate.  Each  Lender  shall  certify  its cost of funds for each  Interest
Period to the Agent and the applicable  Borrower as soon as practicable  (but in
any event not later than ten Business  Days after the first day of such Interest
Period).

            (c) If any  Borrower  shall  fail  to  select  the  duration  of any
Interest Period in accordance with the provisions contained in the definition of
"Interest Period" in Section 1.01 for any Eurocurrency Rate Advances made to it,
the Agent will  forthwith  so notify  such  Borrower  and the  Lenders  and such
Advances  will  automatically,  on the last day of the  then  existing  Interest
Period  therefor,  (i) if such  Eurocurrency  Rate Advances are  denominated  in
Dollars,  Convert  into Base Rate  Advances and (ii) if such  Eurocurrency  Rate
Advances are denominated in a Committed Currency, be exchanged for an Equivalent
amount of Dollars and Convert into Base Rate Advances.

            (d) On the date on which the aggregate  unpaid  principal  amount of
Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise,  to less than the Borrowing  Minimum,  such Advances
shall automatically Convert into Base Rate Advances.

            (e) Upon the occurrence  and during the  continuance of any Event of
Default  under  Section  6.01(a),   (i)  each  Eurocurrency  Rate  Advance  will
automatically,  on the last day of the then existing  Interest Period  therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars,  be Converted
into  Base  Rate  Advances  and  (B) if  such  Eurocurrency  Rate  Advances  are
denominated in any Committed Currency,  be exchanged for an Equivalent amount of
Dollars and be Converted  into Base Rate Advances and (ii) the obligation of the
Lenders to make, or to Convert Advances into,  Eurocurrency  Rate Advances shall
be suspended;  provided that the applicable Borrower may elect, by notice to the
Agent and the  Lenders  within one  Business  Day of such Event of  Default,  to
continue  such  Advances in such  Committed  Currency,  whereupon  the Agent may
require that each Interest  Period relating to such  Eurocurrency  Rate Advances
shall bear  interest at the  Overnight  Eurocurrency  Rate for a period of three
Business Days and thereafter, each such Interest Period shall have a duration of
not longer  than one month.  "Overnight  Eurocurrency  Rate"  means the rate per
annum applicable to an overnight period beginning on one Business Day and ending
on the next  Business Day equal to the sum of 1%, the  Applicable  Interest Rate
Margin and the average,  rounded upward to the nearest whole multiple of 1/16 of
1%, if such average is not such a multiple,  of the  respective  rates per annum
quoted by each Reference Bank to the Agent on request as the rate at which it is
offering  overnight  deposits in the relevant currency in amounts  comparable to
such Reference Bank's Eurocurrency Rate Advances.

            (f) If Telerate  Markets Page 3750 is unavailable and fewer than two
Reference  Banks furnish  timely  information to the Agent for  determining  the
Eurocurrency Rate for any Eurocurrency Rate Advances,

            (i) the Agent shall  forthwith  notify the Borrowers and the Lenders
      that the interest rate cannot be  determined  for such  Eurocurrency  Rate
      Advances,

            (ii) with respect to Eurocurrency  Rate Advances,  each such Advance
      will  automatically,  on the last day of the then existing Interest Period
      therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,
      Convert into a Base Rate Advance and (B) if such Eurocurrency Rate Advance
      is  denominated  in any Committed  Currency,  be prepaid by the applicable
      Borrower or be automatically exchanged for an Equivalent amount of Dollars
      and be  Converted  into a Base Rate  Advance (or if such Advance is then a
      Base Rate Advance, will continue as a Base Rate Advance), and

            (iii)  the  obligation  of the  Lenders  to make  Eurocurrency  Rate
      Advances or to Convert Advances into  Eurocurrency  Rate Advances shall be
      suspended  until the Agent shall notify the Borrowers and the Lenders that
      the circumstances causing such suspension no longer exist.

            SECTION 2.09. Optional Conversion of Advances.  Each Borrower may on
any Business  Day, upon notice given to the Agent not later than 11:00 A.M. (New
York City  time) on the  third  Business  Day prior to the date of the  proposed
Conversion and subject to the provisions of Sections 2.08 and 2.12,  Convert all
or any portion of the Advances made to such Borrower  denominated  in Dollars of
one Type comprising the same


                                       18


Borrowing  into  Advances  denominated  in Dollars of the other Type;  provided,
however,  that any  Conversion  of  Eurocurrency  Rate  Advances  into Base Rate
Advances  shall  be made  only on the last day of an  Interest  Period  for such
Eurocurrency   Rate  Advances,   any  Conversion  of  Base  Rate  Advances  into
Eurocurrency  Rate  Advances  shall be in an amount  not less  than the  minimum
amount  specified in Section  2.02(b) and no  Conversion  of any Advances  shall
result in more separate  Borrowings than permitted under Section  2.02(b).  Each
such notice of a Conversion  shall,  within the  restrictions  specified  above,
specify (i) the date of such Conversion, (ii) the Dollar denominated Advances to
be Converted,  and (iii) if such Conversion is into  Eurocurrency Rate Advances,
the duration of the initial  Interest Period for each such Advance.  Each notice
of Conversion shall be irrevocable and binding on the applicable Borrower.

            SECTION 2.10. Prepayments of Advances.  (a) Optional.  Each Borrower
may,  upon  notice  at  least  two  Business  Days'  prior  to the  date of such
prepayment,  in the case of Eurocurrency Rate Advances, and not later than 11:00
A.M.  (New York City time) on the date of such  prepayment,  in the case of Base
Rate  Advances,  to the Agent stating the proposed date and aggregate  principal
amount of the  prepayment,  and if such notice is given the Borrower giving such
notice shall, prepay the outstanding principal amount of the Advances comprising
part of the same  Borrowing in whole or ratably in part,  together  with accrued
interest  to the  date of  such  prepayment  on the  principal  amount  prepaid;
provided,  however,  that (x) each partial  prepayment  shall be in an aggregate
principal amount of not less than the Borrowing  Minimum or an integral multiple
of the  Borrowing  Multiple  in excess  thereof and (y) in the event of any such
prepayment of a Eurocurrency  Rate Advance,  such Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 9.04(c).

            (b) Mandatory. (i) If, on any date, the Agent notifies the Borrowers
that,  on any interest  payment  date,  the sum of (A) the  aggregate  principal
amount of all  Advances  denominated  in Dollars then  outstanding  plus (B) the
aggregate  Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (C) the Equivalent in Dollars (determined on the third Business
Day prior to such interest  payment date) of the aggregate  principal  amount of
all Advances  denominated in Committed  Currencies then outstanding plus (D) the
Equivalent  in  Dollars  (determined  on the  third  Business  Day prior to such
interest  payment  date) of the  aggregate  Available  Amount of all  Letters of
Credit denominated in Committed  Currencies then outstanding exceeds 103% of the
aggregate  Revolving  Credit  Commitments  of the  Lenders  on  such  date,  the
Borrowers  shall,  as soon as  practicable  and in any event within two Business
Days after  receipt of such notice,  subject to the proviso to this sentence set
forth below,  prepay the outstanding  principal  amount of any Advances owing by
the Borrowers in an aggregate amount  sufficient to reduce such sum to an amount
not to exceed 100% of the aggregate  Revolving Credit Commitments of the Lenders
on such date together with any interest  accrued to the date of such  prepayment
on the  aggregate  principal  amount of Advances  prepaid;  provided that if the
aggregate principal amount of Base Rate Advances outstanding at the time of such
required  prepayment  is less than the amount of such required  prepayment,  the
portion of such required  prepayment in excess of the aggregate principal amount
of Base  Rate  Advances  then  outstanding  shall  be  deferred  until  the next
succeeding  last day of an  Interest  Period of  outstanding  Eurocurrency  Rate
Advances in an aggregate amount equal to the excess of such required prepayment.
The Agent shall give prompt notice of any prepayment required under this Section
2.10(b) to the Borrowers and the Lenders, and shall provide prompt notice to the
Borrowers  of any such  notice of  required  prepayment  received by it from any
Lender.

            (ii) Each  prepayment made pursuant to this Section 2.10(b) shall be
made  together with any interest  accrued to the date of such  prepayment on the
principal  amounts  prepaid and, in the case of any prepayment of a Eurocurrency
Rate  Advance on a date other than the last day of an Interest  Period or at its
maturity,  any  additional  amounts  which  the  applicable  Borrower  shall  be
obligated  to reimburse  to the Lenders in respect  thereof  pursuant to Section
9.04(c).  The Agent shall give prompt notice of any  prepayment  required  under
this Section 2.10(b) to the Borrowers and the Lenders.

            SECTION  2.11.  Increased  Costs.  (a)  If,  due to  either  (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  after the date hereof,  or (ii) the compliance with any guideline or
request issued after the date hereof from any central bank or other governmental
authority  including,  without  limitation,  any agency of the European Union or
similar monetary or multinational  authority (whether or not having the force of
law),  there shall be any increase in the cost to any Lender of agreeing to make
or making,  funding or  maintaining  Eurocurrency  Rate  Advances or agreeing to
issue or of issuing or maintaining or participating in Letters


                                       19


of Credit  (excluding for purposes of this Section 2.11 any such increased costs
resulting  from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern)
and (ii) changes in the basis of taxation of overall net income or overall gross
income by the United  States or by the foreign  jurisdiction  or state under the
laws of which such Lender is organized or has its  Applicable  Lending Office or
any political subdivision thereof),  then the Borrowers shall from time to time,
upon demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided,  however,  that before making any
such demand,  each Lender agrees to use reasonable efforts  (consistent with its
internal policy and legal and regulatory  restrictions) to designate a different
Applicable  Lending  Office if the making of such a designation  would avoid the
need for,  or reduce the amount of,  such  increased  cost and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
A  certificate  as to the  amount  of  such  increased  cost,  submitted  to the
Borrowers and the Agent by such Lender,  shall be conclusive and binding for all
purposes, absent manifest error.

            (b) If  any  Lender  determines  that  compliance  with  any  law or
regulation  or any  guideline or request  taking effect or issued after the date
hereof from any central  bank or other  governmental  authority  (whether or not
having the force of law) affects or would affect the amount of capital  required
or expected to be maintained by such Lender or any corporation  controlling such
Lender and that the amount of such  capital  is  increased  by or based upon the
existence of such  Lender's  commitment  to lend or to issue or  participate  in
Letters of Credit  hereunder  and other  commitments  of this type,  then,  upon
demand by such Lender (with a copy of such demand to the Agent),  the  Borrowers
shall pay to the  Agent for the  account  of such  Lender,  from time to time as
specified by such Lender,  additional  amounts  sufficient  to  compensate  such
Lender or such  corporation  in the light of such  circumstances,  to the extent
that such Lender reasonably  determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A certificate as
to such amounts submitted to the Borrowers and the Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

            (c)   Failure  or  delay  on  the  part  of  any  Lender  to  demand
compensation  pursuant to this  Section  shall not  constitute  a waiver of such
Lender's right to demand such  compensation;  provided that the Borrowers  shall
not be  required  to  compensate  a  Lender  pursuant  to this  Section  for any
increased  costs or  reductions  incurred more than six months prior to the date
that such Lender notifies the Borrowers of the circumstances giving rise to such
increased  costs  or  reductions  and  of  such  Lender's   intention  to  claim
compensation  therefor;  provided further that, if the circumstances giving rise
to such increased  costs or reductions  cause such increased costs or reductions
to be retroactive, then the six-month period referred to above shall be extended
to include the period of retroactive effect thereof.

            SECTION 2.12.  Illegality.  Notwithstanding  any other  provision of
this Agreement, if any Lender shall notify the Agent that the introduction of or
any  change  in or in the  interpretation  of any  law or  regulation  makes  it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful,  for any Lender or its  Eurocurrency  Lending  Office to  perform  its
obligations  hereunder  to make  Eurocurrency  Rate  Advances  in Dollars or any
Committed Currency or to fund or maintain  Eurocurrency Rate Advances in Dollars
or any Committed Currency  hereunder,  (a) (i) if such Eurocurrency Rate Advance
is  denominated  in Dollars,  be Converted  into a Base Rate Advance and (ii) if
such  Eurocurrency  Rate Advance is  denominated in any Committed  Currency,  be
exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate
Advance and (b) the obligation of the Lenders to make Eurocurrency Rate Advances
in the affected  currency or to Convert Advances into Eurocurrency Rate Advances
shall be suspended  until the Agent shall notify the  Borrowers  and the Lenders
that the  circumstances  causing  such  suspension  no longer  exist;  provided,
however,  that  before  making  any  such  demand,  each  Lender  agrees  to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurocurrency Lending Office if the making
of such a designation would allow such Lender or its Eurocurrency Lending Office
to continue to perform its obligations to make such  Eurocurrency  Rate Advances
or to continue to fund or maintain  such  Eurocurrency  Rate  Advances and would
not, in the  judgment  of such  Lender,  be  otherwise  disadvantageous  to such
Lender.

            SECTION 2.13.  Payments and  Computations.  (a) The Borrowers  shall
make each payment  hereunder  (except with respect to principal of, interest on,
and other amounts  relating to, Advances  denominated in a Committed  Currency),
irrespective of any right of counterclaim or set-off,  not later than 11:00 A.M.
(New  York  City  time)  on the day  when  due in  Dollars  to the  Agent at the
applicable  Agent's  Account in same day funds.  The  Borrowers  shall make each
payment  hereunder with respect to principal of,  interest on, and other amounts
relating


                                       20


to, Advances  denominated in a Committed Currency,  irrespective of any right of
counterclaim  or set-off,  not later than 11:00 A.M. (at the Payment  Office for
such Committed  Currency) on the day when due in such Committed  Currency to the
Agent,  by deposit of such funds to the applicable  Agent's  Account in same day
funds.  The Agent will promptly  thereafter  cause to be distributed  like funds
relating to the payment of  principal,  interest,  fees or  commissions  ratably
(other than amounts  payable  pursuant to Section 2.11,  2.14 or 9.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds  relating to the payment of any other amount payable to any Lender to such
Lender for the  account of its  Applicable  Lending  Office,  in each case to be
applied in accordance with the terms of this Agreement. Upon any Assuming Lender
becoming a Lender  hereunder  as a result of a Commitment  Increase  pursuant to
Section 2.18, and upon the Agent's receipt of such Lender's Assumption Agreement
and recording of the  information  contained  therein in the Register,  from and
after the applicable  Increase Date, the Agent shall make all payments hereunder
and under any Notes  issued in  connection  therewith in respect of the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and
Acceptance and recording of the  information  contained  therein in the Register
pursuant to Section 9.07(c), from and after the effective date specified in such
Assignment and Acceptance, the Agent shall make all payments hereunder and under
any Notes in respect of the  interest  assigned  thereby to the Lender  assignee
thereunder,  and the parties to such  Assignment and  Acceptance  shall make all
appropriate  adjustments  in such payments for periods  prior to such  effective
date directly between themselves.

            (b) Each  Borrower  hereby  authorizes  each  Lender,  if and to the
extent  payment owed to such Lender is not made when due  hereunder or under the
Note held by such Lender, to charge from time to time against any or all of such
Borrower's accounts with such Lender any amount so due.

            (c) All  computations  of  interest  based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may be,
all computations of interest based on the Eurocurrency Rate or the Federal Funds
Rate and of fees and Letter of Credit  commissions shall be made by the Agent on
the basis of a year of 360 days (or,  in each case of  Advances  denominated  in
Committed  Currencies where market practice  differs,  in accordance with market
practice),  in each case for the actual number of days  (including the first day
but  excluding  the last day)  occurring in the period for which such  interest,
fees or commissions are payable.  Each determination by the Agent of an interest
rate hereunder shall be conclusive and binding for all purposes, absent manifest
error.

            (d)  Whenever  any  payment  hereunder  or under the Notes  shall be
stated to be due on a day other than a Business  Day, such payment shall be made
on the next  succeeding  Business Day, and such  extension of time shall in such
case be included in the  computation of payment of interest,  fee or commission,
as the case may be;  provided,  however,  that,  if such  extension  would cause
payment of interest on or principal of Eurocurrency  Rate Advances to be made in
the  next  following  calendar  month,  such  payment  shall be made on the next
preceding Business Day.

            (e) Unless the Agent shall have received  notice from the applicable
Borrower prior to the date on which any payment is due to the Lenders  hereunder
that such Borrower will not make such payment in full, the Agent may assume that
such  Borrower  has made such  payment in full to the Agent on such date and the
Agent may, in reliance upon such  assumption,  cause to be  distributed  to each
Lender on such due date an amount equal to the amount then due such  Lender.  If
and to the extent the applicable Borrower shall not have so made such payment in
full to the Agent, each Lender shall repay to the Agent forthwith on demand such
amount  distributed to such Lender together with interest thereon,  for each day
from the date such  amount is  distributed  to such  Lender  until the date such
Lender  repays  such amount to the Agent,  at (i) the Federal  Funds Rate in the
case of Advances  denominated  in Dollars or (ii) the cost of funds  incurred by
the Agent in  respect  of such  amount in the case of  Advances  denominated  in
Committed Currencies.

            (f) To the extent that the Agent receives  funds for  application to
the amounts owing by any Borrower  under or in respect of this  Agreement or any
Note in currencies other than the currency or currencies  required to enable the
Agent to distribute  funds to the Lenders in  accordance  with the terms of this
Section 2.13, the Agent shall be entitled to convert or exchange such funds into
Dollars or into a  Committed  Currency,  to the extent  necessary  to enable the
Agent to  distribute  such funds in  accordance  with the terms of this  Section
2.13;  provided that each Borrower and each of the Lenders hereby agree that the
Agent shall not be liable or responsible for any loss, cost or expense  suffered
by such  Borrower  or such Lender as a result of any  conversion  or exchange of
currencies  affected  pursuant  to this  Section  2.13(f)  or as a result of the
failure of the Agent to effect any such


                                       21


conversion  or  exchange;  and  provided  further  that the  Borrowers  agree to
indemnify  the  Agent  and  each  Lender,  and hold the  Agent  and each  Lender
harmless,  for any and all losses,  costs and expenses  incurred by the Agent or
any Lender for any  conversion  or  exchange  of  currencies  (or the failure to
convert or exchange any currencies) in accordance with this Section 2.13(f).

            SECTION 2.14.  Taxes.  (a) Any and all payments by any Loan Party to
or for the  account of any Lender or the Agent  hereunder  or under the Notes or
any other documents to be delivered  hereunder shall be made, in accordance with
Section 2.13 or the  applicable  provisions  of such other  documents,  free and
clear of and without deduction for any and all present or future taxes,  levies,
imposts, deductions,  charges or withholdings,  and all liabilities with respect
thereto,  excluding,  in the case of each Lender and the Agent, taxes imposed on
its overall net income,  and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction  under the laws of which such Lender or the Agent (as
the case may be) is organized or any political  subdivision  thereof and, in the
case of each  Lender,  taxes  imposed on its overall net income,  and  franchise
taxes imposed on it in lieu of net income  taxes,  by the  jurisdiction  of such
Lender's  Applicable  Lending  Office or any political  subdivision  thereof and
excluding such taxes imposed by the United States or the United Kingdom that are
payable as of the date such Lender or the Agent became a party to this Agreement
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and  liabilities  in  respect of  payments  hereunder  or under the Notes  being
hereinafter referred to as "Taxes").  If any Loan Party shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or any other  documents  to be  delivered  hereunder  to any  Lender or the
Agent,  (i) the sum payable shall be increased as may be necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable  under this Section 2.14) such Lender or the Agent (as the case may
be)  receives  an amount  equal to the sum it would  have  received  had no such
deductions  been made, (ii) such Loan Party shall make such deductions and (iii)
such Loan Party shall pay the full  amount  deducted  to the  relevant  taxation
authority or other authority in accordance with applicable law.

            (b) In addition, the Borrowers shall pay any present or future stamp
or documentary  taxes or any other excise or property taxes,  charges or similar
levies  that arise from any  payment  made  hereunder  or under the Notes or any
other  documents to be delivered  hereunder or from the  execution,  delivery or
registration of,  performing under, or otherwise with respect to, this Agreement
or the Notes or any  other  documents  to be  delivered  hereunder  (hereinafter
referred to as "Other Taxes").

            (c) The Borrowers  shall indemnify each Lender and the Agent for and
hold it harmless  against  the full  amount of Taxes or Other Taxes  (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts  payable  under this Section  2.14) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties,  interest
and expenses)  arising therefrom or with respect thereto.  This  indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor.

            (d)  Within 45 days  after  the date of any  payment  of Taxes,  the
applicable Loan Party shall furnish to the Agent, at its address  referred to in
Section  9.02,  the original or a certified  copy of a receipt  evidencing  such
payment to the extent such a receipt is issued therefor,  or other written proof
of payment thereof that is reasonably  satisfactory to the Agent. In the case of
any payment  hereunder or under the Notes or any other documents to be delivered
hereunder  by or on behalf of any Loan Party (other than OFP) through an account
or branch  outside the United States or by or on behalf of any Loan Party (other
than OFP) by a payor  that is not a United  States  person,  if such Loan  Party
determines that no Taxes are payable in respect  thereof,  such Loan Party shall
furnish, or shall cause such payor to furnish, to the Agent, at such address, an
opinion of counsel  acceptable  to the Agent stating that such payment is exempt
from Taxes.  For purposes of this  subsection (d) and subsection  (e), the terms
"United States" and "United States person" shall have the meanings  specified in
Section 7701 of the Internal Revenue Code.

            (e) Each Lender  organized under the laws of a jurisdiction  outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial  Lender and on the date of the  Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as reasonably
requested  in  writing by OFI and OCI (but only so long as such  Lender  remains
lawfully  able to do so),  shall  provide each of the Agent OFI and OCI with two
original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any
successor or other form prescribed by


                                       22


the  Internal  Revenue  Service,  certifying  that such Lender is exempt from or
entitled to a reduced rate of United States  withholding tax on payments made by
OFI and OCI pursuant to this  Agreement or the Notes.  If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement indicates
a United States interest withholding tax rate in excess of zero, withholding tax
at such rate  shall be  considered  excluded  from  Taxes  unless and until such
Lender  provides the  appropriate  forms  certifying that a lesser rate applies,
whereupon  withholding tax at such lesser rate only shall be considered excluded
from Taxes for periods governed by such form; provided, however, that, if at the
date of the  Assignment  and  Acceptance  pursuant  to which a  Lender  assignee
becomes a party to this Agreement,  the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax with respect to
interest paid at such date,  then, to such extent,  the term Taxes shall include
(in  addition  to  withholding  taxes that may be imposed in the future or other
amounts  otherwise  includable in Taxes) United States  withholding tax, if any,
applicable  with  respect to the Lender  assignee  on such date.  If any form or
document  referred  to  in  this  subsection  (e)  requires  the  disclosure  of
information,  other than  information  necessary  to compute the tax payable and
information  required on the date hereof by Internal Revenue Service form W-8BEN
or W-8ECI, that the Lender reasonably  considers to be confidential,  the Lender
shall give notice  thereof to OFI and OCI and shall not be  obligated to include
in such form or document such confidential information.

            (f) For any  period  with  respect  to which a Lender  has failed to
provide OFI and OCI with the  appropriate  form,  certificate  or other document
described in Section  2.14(e)  (other than if such failure is due to a change in
law, or in the interpretation or application  thereof,  occurring  subsequent to
the date on which a form,  certificate or other document originally was required
to be provided, or if such form,  certificate or other document otherwise is not
required  under  subsection  (e) above),  such  Lender  shall not be entitled to
indemnification  under  Section  2.14(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure;  provided,  however,  that should a
Lender  become  subject  to Taxes  because  of its  failure  to  deliver a form,
certificate or other document required hereunder,  the Borrowers shall take such
steps as the  Lender  shall  reasonably  request to assist the Lender to recover
such Taxes.

            (g) In respect of Advances to OFP,  each Lender  shall  designate an
Applicable  Lending Office that is beneficially  entitled to interest under such
Advances and that,  on the date of this  Agreement or (in the case of any Person
that  becomes a Lender  hereunder  by means of an  assignment)  on the date such
Lender  becomes a party hereto is either (i) within the charge to United Kingdom
corporation tax in respect of interest in respect of an advance by a person that
was a bank (for the  purposes  of Section 349 Income and  Corporation  Taxes Act
1988) at the time the advance was made; or (ii) resident in a country with which
the United Kingdom has a double  taxation  agreement  which makes  provision for
full exemption from United Kingdom  taxation on interest payable by OFP pursuant
to this Agreement and does not carry on business in the United Kingdom through a
permanent  establishment  with which the payment is effectively  connected (each
such bank which is so resident  being  hereinafter in this Section 2.14 referred
to as a "Treaty Lender");  or (iii) a company resident in the United Kingdom, or
a partnership  each member of which is a company  resident in the United Kingdom
for United Kingdom tax purposes; or (iv) a company not so resident in the United
Kingdom  which  carries  on a trade in the  United  Kingdom  through a branch or
agency and which is required to bring into account interest payable to it by OFP
pursuant to this Agreement in computing its chargeable  profits for the purposes
of Section  11(2) of the Income and  Corporation  Taxes Act 1988.  If any Lender
does not or ceases to comply with clause  (i),  (ii),  (iii) or (iv) above other
than by reason of any  change  after  the date of this  Agreement  in (or in the
interpretation,  administration  or application  of) any law or double  taxation
agreement  or any  published  practice  or  concession  of any  relevant  taxing
authority,  the Borrowers  shall not be required to compensate such Lender under
Section 2.14(a) or 2.14(c) for the amount of Taxes imposed by the United Kingdom
in consequence. Any Lender to whom clause (ii) above is relevant shall cooperate
with OFP in promptly completing any procedural  formalities necessary for OFP to
obtain  authorization to make interest  payments without deduction for UK income
tax.

            (h) Each  Treaty  Lender  irrevocably  appoints  the Agent to act as
syndicate  manager  under,  and  authorizes  the Agent to operate,  and take any
action  necessary  or desirable  under,  the PTR Scheme in  connection  with any
Borrowing  hereunder.  Each  Treaty  Lender  shall  cooperate  with the Agent in
completing any procedural  formalities necessary under the PTR Scheme, and shall
promptly  supply to the Agent  such  information  as the  Agent may  request  in
connection  with the  operation of the PTR Scheme.  Each Treaty  Lender  without
limiting the liability of any Borrower under this Agreement,  shall, within five
Business Days of demand,  indemnify the Agent for any liability or loss incurred
by the Agent as a result of the Agent acting as syndicate manager under the


                                       23


PTR Scheme in connection with the Treaty Lender's participation in any Borrowing
(except  to the extent  that the  liability  or loss  arises  directly  from the
Agent's  gross  negligence  or willful  misconduct).  Each Treaty  Lender shall,
within five Business Days of demand,  indemnify  each Borrower for any Tax which
such  Borrower  becomes  liable to pay in respect of any  payments  made to such
Treaty Lender arising as a result of any incorrect  information supplied by such
Treaty Lender which results in a provisional  authority  issued by the UK Inland
Revenue under the PTR Scheme being withdrawn. Each Borrower acknowledges that it
is fully aware of its contingent  obligations under the PTR Scheme and shall (i)
promptly  inform the Agent of all actions  required to be performed by the Agent
under the PTR Scheme,  (ii) promptly supply to the Agent such information as the
Agent may request in connection with the operation of the PTR Scheme;  and (iii)
act in accordance  with any  provisional  notice issued by the UK Inland Revenue
under  the PTR  Scheme.  The  Agent  agrees to  provide,  as soon as  reasonably
practicable,  a copy of any  provisional  authority  issued  to it under the PTR
Scheme in  connection  with any Borrowing to those  Borrowers  specified in such
provisional authority.  Each of the Borrowers,  the Treaty Lenders and the Agent
acknowledges that the Agent: (i) is entitled to rely completely upon information
provided to it in connection with this clause;  (ii) is not obliged to undertake
any inquiry  into the  accuracy of such  information  nor into the status of the
Treaty Lender or, as the case may be, Borrower  providing such information;  and
(iii) shall have no liability to any person for the accuracy of any  information
it submits to the UK Inland Revenue in connection with this clause.

            (i) Any Lender claiming any additional  amounts payable  pursuant to
this Section 2.14 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory  restrictions) to change the jurisdiction of its
Eurocurrency  Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the  reasonable  judgment of such Lender,  be otherwise
disadvantageous to such Lender.

            SECTION 2.15.  Sharing of Payments,  Etc. If any Lender shall obtain
any payment (whether voluntary,  involuntary,  through the exercise of any right
of set-off,  or otherwise) on account of the Advances owing to it (other than as
payment of an Advance made by an Issuing Bank pursuant to the first  sentence of
Section  2.03(c),  to the extent that the  unreimbursed  amount of such  Advance
exceeds the Issuing  Bank's Ratable Share of the initial amount of such Advance,
or pursuant to Section 2.11,  2.14 or 9.04(c)) in excess of its Ratable Share of
payments on account of the  Advances  obtained by all the  Lenders,  such Lender
shall  forthwith  purchase  from the other  Lenders such  participations  in the
Advances owing to them as shall be necessary to cause such purchasing  Lender to
share the excess payment ratably with each of them; provided,  however,  that if
all or any  portion of such excess  payment is  thereafter  recovered  from such
purchasing  Lender,  such  purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing  Lender the purchase price to the extent of
such  recovery  together  with an amount equal to such  Lender's  ratable  share
(according  to the  proportion  of (i)  the  amount  of such  Lender's  required
repayment to (ii) the total amount so recovered from the  purchasing  Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total  amount so  recovered.  Each  Borrower  agrees  that any  Lender so
purchasing a  participation  from another  Lender  pursuant to this Section 2.15
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including the right of set-off) with respect to such  participation as fully as
if such Lender were the direct  creditor of such  Borrower in the amount of such
participation.

            SECTION 2.16.  Evidence of Debt.  (a) Each Lender shall  maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness  of each Borrower to such Lender  resulting from each Advance owing
to such  Lender  from time to time,  including  the  amounts  of  principal  and
interest  payable and paid to such Lender from time to time hereunder in respect
of Advances made to such Borrower.  The Borrowers  agree that upon notice by any
Lender to the Borrowers  (with a copy of such notice to the Agent) to the effect
that a Note is  required  or  appropriate  in order for such  Lender to evidence
(whether for purposes of pledge,  enforcement  or otherwise)  the Advances owing
to, or to be made by, such Lender,  the  Borrowers  shall  promptly  execute and
deliver to such Lender a Note payable to the order of such Lender in a principal
amount up to the Revolving Credit Commitment of such Lender.

            (b) The Register maintained by the Agent pursuant to Section 9.07(d)
shall include a control account,  and a subsidiary  account for each Lender,  in
which  accounts  (taken  together)  shall be recorded (i) the date and amount of
each Borrowing made  hereunder,  the Type of Advances  comprising such Borrowing
and, if appropriate,  the Interest Period applicable thereto,  (ii) the terms of
each Assumption  Agreement and each  Assignment and Acceptance  delivered to and
accepted by it, (iii) the amount of any principal or interest due and


                                       24


payable or to become due and payable from each Borrower to each Lender hereunder
and  (iv) the  amount  of any sum  received  by the  Agent  from  each  Borrower
hereunder and each Lender's share thereof.

            (c) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts  pursuant
to  subsection  (a)  above,  shall be prima  facie  evidence  of the  amount  of
principal  and  interest  due and payable or to become due and payable from each
Borrower to, in the case of the  Register,  each Lender and, in the case of such
account or accounts,  such Lender, under this Agreement,  absent manifest error;
provided,  however,  that the  failure  of the  Agent or such  Lender to make an
entry,  or any  finding  that an entry is  incorrect,  in the  Register  or such
account or accounts shall not limit or otherwise  affect the  obligations of any
Borrower under this Agreement.

            SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be
available (and each Borrower agrees that it shall use such proceeds)  solely for
general corporate purposes of the Borrowers and their  Subsidiaries,  including,
without   limitation,   as  commercial  paper  liquidity  support  and  to  fund
acquisitions otherwise not prohibited hereunder.

            SECTION  2.18.  Increase  in  the  Aggregate  Commitments.  (a)  The
Guarantor  may, at any time but in any event not more than once in any  calendar
year prior to the  Termination  Date,  by notice to the Agent,  request that the
aggregate amount of the Revolving  Credit  Commitments be increased by an amount
of $10,000,000 or an integral multiple thereof (each a "Commitment Increase") to
be  effective  as of a date  that is at  least 90 days  prior  to the  scheduled
Termination  Date then in effect  (the  "Increase  Date")  as  specified  in the
related  notice to the Agent;  provided,  however that (i) in no event shall the
aggregate  amount  of  the  Revolving  Credit  Commitments  at any  time  exceed
$2,000,000,000  and  (ii) on the  date of any  request  by the  Guarantor  for a
Commitment  Increase and on the related Increase Date the applicable  conditions
set forth in Article III shall be satisfied.

            (b) The Agent shall promptly  notify the Lenders of a request by the
Guarantor for a Commitment Increase, which notice shall include (i) the proposed
amount of such requested  Commitment  Increase,  (ii) the proposed Increase Date
and (iii) the date by which Lenders  wishing to  participate  in the  Commitment
Increase must commit to an increase in the amount of their respective  Revolving
Credit  Commitments  (the  "Commitment  Date").  Each  Lender that is willing to
participate in such requested  Commitment Increase (each an "Increasing Lender")
shall, in its sole  discretion,  give written notice to the Agent on or prior to
the  Commitment  Date of the  amount  by which it is  willing  to  increase  its
Revolving  Credit  Commitment.  If the  Lenders  notify  the Agent that they are
willing to increase the amount of their respective  Revolving Credit Commitments
by an  aggregate  amount  that  exceeds the amount of the  requested  Commitment
Increase, the requested Commitment Increase shall be allocated among the Lenders
willing to  participate  therein  in such  amounts  as are  agreed  between  the
Guarantor and the Agent.

            (c) Promptly  following each Commitment Date, the Agent shall notify
the  Guarantor  as to the  amount,  if any,  by which the Lenders are willing to
participate in the requested  Commitment  Increase.  If the aggregate  amount by
which the  Lenders  are  willing  to  participate  in any  requested  Commitment
Increase  on any such  Commitment  Date is less  than the  requested  Commitment
Increase, then the Guarantor may extend offers to one or more Eligible Assignees
to participate in any portion of the requested  Commitment Increase that has not
been committed to by the Lenders as of the applicable Commitment Date; provided,
however,  that the Revolving  Credit  Commitment of each such Eligible  Assignee
shall be in an amount of  $10,000,000  or an integral  multiple of $1,000,000 in
excess thereof.

            (d) On each Increase  Date,  each Eligible  Assignee that accepts an
offer to  participate  in a requested  Commitment  Increase in  accordance  with
Section 2.18(b) (each such Eligible Assignee, an "Assuming Lender") shall become
a Lender party to this  Agreement  as of such  Increase  Date and the  Revolving
Credit  Commitment  of each  Increasing  Lender  for such  requested  Commitment
Increase  shall be so  increased  by such amount (or by the amount  allocated to
such  Lender  pursuant  to the last  sentence  of  Section  2.18(b))  as of such
Increase  Date;  provided,  however,  that the Agent  shall have  received on or
before such Increase Date the following, each dated such date:


                                       25


            (i) (A) certified copies of resolutions of the Board of Directors of
      each Loan Party or the  Executive  Committee of such Board  approving  the
      Commitment  Increase  and (B) an opinion of counsel  for the Loan  Parties
      (which may be in-house counsel), in substantially the form of Exhibits D-1
      and D-2 hereto;

            (ii) an assumption  agreement from each Assuming Lender,  if any, in
      form and  substance  satisfactory  to the Guarantor and the Agent (each an
      "Assumption  Agreement"),  duly  executed by such Eligible  Assignee,  the
      Agent and the Guarantor; and

            (iii)  confirmation  from each Increasing  Lender of the increase in
      the amount of its  Commitment in a writing  satisfactory  to the Guarantor
      and the Agent.

On each Increase  Date,  upon  fulfillment  of the  conditions  set forth in the
immediately  preceding sentence of this Section 2.18(d),  the Agent shall notify
the Lenders (including,  without limitation,  each Assuming Lender) and the Loan
Parties,  on or before 1:00 P.M.  (New York City time),  by  telecopier,  of the
occurrence of the  Commitment  Increase to be effected on such Increase Date and
shall  record in the  Register  the  relevant  information  with respect to each
Increasing Lender and each Assuming Lender on such date.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

            SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "Effective  Date") on which the following  conditions  precedent have
been satisfied:

            (a) There  shall have  occurred  no Material  Adverse  Change  since
      December 31, 2003.

            (b) There shall exist no action, suit, investigation,  litigation or
      proceeding  affecting the Guarantor or any of its Subsidiaries  pending or
      threatened  before any court,  governmental  agency or arbitrator that (i)
      could be reasonably  likely to have a Material  Adverse  Effect other than
      the  matters   described  on  Schedule   3.01(b)  hereto  (the  "Disclosed
      Litigation")  or  (ii)  purports  to  affect  the  legality,  validity  or
      enforceability  of this Agreement or any Note or the  consummation  of the
      transactions  contemplated  hereby,  and there  shall have been no adverse
      change in the status,  or financial  effect on the Guarantor or any of its
      Subsidiaries,  of the Disclosed Litigation from that described on Schedule
      3.01(b) hereto.

            (c) Nothing shall have come to the  attention of the Lenders  during
      the course of their due  diligence  investigation  to lead them to believe
      that the Information Memorandum was or has become misleading, incorrect or
      incomplete in any material respect; without limiting the generality of the
      foregoing,   the  Lenders  shall  have  been  given  such  access  to  the
      management,  records,  books of account,  contracts and  properties of the
      Guarantor and its Subsidiaries as they shall have requested.

            (d)  All   governmental  and  third  party  consents  and  approvals
      necessary in connection with the  transactions  contemplated  hereby shall
      have been obtained  (without the imposition of any conditions that are not
      acceptable  to the  Lenders)  and shall  remain in  effect,  and no law or
      regulation  shall be applicable in the reasonable  judgment of the Lenders
      that restrains, prevents or imposes materially adverse conditions upon the
      transactions contemplated hereby.

            (e) The  Borrowers  shall have notified each Lender and the Agent in
      writing as to the proposed Effective Date.

            (f) The  Borrowers  shall have paid all accrued fees and expenses of
      the Agent and the  Lenders  (including  the accrued  fees and  expenses of
      counsel to the Agent).


                                       26


            (g) On the Effective  Date, the following  statements  shall be true
      and the  Agent  shall  have  received  for the  account  of each  Lender a
      certificate  signed by a duly authorized  officer of the Guarantor,  dated
      the Effective Date, stating that:

                  (i) The  representations  and warranties  contained in Section
            4.01 are correct on and as of the Effective Date, and

                  (ii) No event has occurred and is continuing that  constitutes
            a Default.

            (h) The Agent shall have  received on or before the  Effective  Date
      the following,  each dated such day, in form and substance satisfactory to
      the Agent and (except for the Notes) in sufficient copies for each Lender:

                  (i) The  Notes  to the  order  of the  Lenders  to the  extent
            requested by any Lender pursuant to Section 2.16.

                  (ii)  Certified  copies  of the  resolutions  of the  Board of
            Directors of each Loan Party  approving this Agreement and the Notes
            to  which  it is a  party,  and of all  documents  evidencing  other
            necessary corporate action and governmental  approvals, if any, with
            respect to this Agreement and the Notes to which it is a party.

                  (iii) A certificate of the Secretary or an Assistant Secretary
            of each Loan Party  certifying the names and true  signatures of the
            officers of such Loan Party  authorized  to sign this  Agreement and
            the  Notes to  which it is a party  and the  other  documents  to be
            delivered by it hereunder.

                  (iv) A favorable  opinion of Dewey  Ballantine  LLP,  New York
            counsel for the Loan Parties,  and MacFarlanes,  English counsel for
            OFP,  substantially  in the  form of  Exhibits  D-1 and D-2  hereto,
            respectively, and as to such other matters as any Lender through the
            Agent may reasonably request.

                  (v) A favorable  opinion of Shearman & Sterling  LLP,  counsel
            for the Agent, in form and substance satisfactory to the Agent.

            (i) The Borrowers  shall have terminated the commitments and paid in
      full all Debt,  interest,  fees and other amounts  outstanding,  under the
      364-Day  Credit  Agreement  dated  as  of  November  13,  2003  among  the
      Borrowers, the lenders parties thereto and Citibank, as agent, and each of
      the Lenders that is a party to such credit agreement  hereby waives,  upon
      the execution of this Agreement,  any requirement of prior notice relating
      to the termination of the commitments thereunder.

            SECTION 3.02. Conditions Precedent to Each Borrowing,  Each Issuance
and Each Commitment  Increase.  The obligation of each Lender to make an Advance
(other  than an  Advance  made by any  Issuing  Bank or any Lender  pursuant  to
Section  2.03(c)) on the  occasion of each  Borrowing,  the  obligation  of each
Issuing Bank to issue a Letter of Credit and each  Commitment  Increase shall be
subject to the conditions  precedent that the Effective Date shall have occurred
and on the date of such  Borrowing,  such issuance or such Increase Date (a) the
following  statements  shall be true (and each of the  giving of the  applicable
Notice of Borrowing, Notice of Issuance, request for Commitment Increase and the
acceptance by a Borrower of the proceeds of such  Borrowing  shall  constitute a
representation and warranty by such Borrower that on the date of such Borrowing,
such issuance or such Increase Date such statements are true):

            (i) the  representations  and  warranties  contained in Section 4.01
      (except,  in the case of a Borrowing or issuance,  the representations set
      forth in the last  sentence of  subsection  (e) thereof and in  subsection
      (f)(i)  thereof)  are  correct  on and as of such  date,  before and after
      giving effect to such


                                       27


      Borrowing,   such  issuance  or  such  Commitment   Increase  and  to  the
      application  of the proceeds  therefrom,  as though made on and as of such
      date, and

            (ii) no event has occurred and is  continuing,  or would result from
      such  Borrowing,  such  issuance or such  Commitment  Increase or from the
      application of the proceeds therefrom, that constitutes a Default;

and (b) the  Agent  shall  have  received  such  other  approvals,  opinions  or
documents as any Lender through the Agent may reasonably request.

            SECTION 3.03.  Determinations  Under  Section 3.01.  For purposes of
determining  compliance  with the  conditions  specified in Section  3.01,  each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent  responsible  for the  transactions  contemplated by this Agreement
shall  have  received  notice  from  such  Lender  prior  to the  date  that the
Borrowers,  by notice to the Lenders,  designate as the proposed Effective Date,
specifying its objection thereto. The Agent shall promptly notify the Lenders of
the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01.  Representations and Warranties of the Guarantor.  The
Guarantor represents and warrants as follows:

            (a)  Each  Loan  Party  is a  corporation  duly  organized,  validly
      existing and in good standing  under the laws of the  jurisdiction  of its
      organization.

            (b) The  execution,  delivery and  performance by each Loan Party of
      this  Agreement and the Notes to be delivered by it, and the  consummation
      of the transactions  contemplated hereby, are within the such Loan Party's
      corporate  powers,  have been duly  authorized by all necessary  corporate
      action, and do not contravene (i) the such Loan Party's charter or by-laws
      or  other  organizational   documents  or  (ii)  law  or  any  contractual
      restriction binding on or affecting any Loan Party.

            (c) No  authorization  or approval or other action by, and no notice
      to or filing with, any  governmental  authority or regulatory  body or any
      other  third  party  is  required  for the  due  execution,  delivery  and
      performance  by the any Loan  Party of this  Agreement  or the Notes to be
      delivered by it.

            (d) This  Agreement has been,  and each of the Notes to be delivered
      by it when delivered hereunder will have been, duly executed and delivered
      by each Loan Party party thereto. This Agreement is, and each of the Notes
      when delivered  hereunder will be, the legal, valid and binding obligation
      of each Loan Party party  thereto  enforceable  against such Loan Party in
      accordance with their respective terms.

            (e)  The  Consolidated  balance  sheet  of  the  Guarantor  and  its
      Subsidiaries  as at  December  31,  2003,  and  the  related  Consolidated
      statements of income and cash flows of the Guarantor and its  Subsidiaries
      for the fiscal  year then  ended,  accompanied  by an opinion of KPMG LLP,
      independent public accountants,  and the Consolidated balance sheet of the
      Guarantor  and its  Subsidiaries  as at March 31,  2004,  and the  related
      Consolidated  statements of income and cash flows of the Guarantor and its
      Subsidiaries for the three months then ended,  duly certified by the chief
      financial officer of the Guarantor, copies of which have been furnished to
      each Lender, fairly present, subject, in the case of said balance sheet as
      at March 31, 2004,  and said  statements  of income and cash flows for the
      three months then ended, to year-end audit  adjustments,  the Consolidated
      financial condition of the Guarantor and its Subsidiaries as at such dates
      and the  Consolidated  results of the  operations of the Guarantor and its
      Subsidiaries for the periods ended on


                                       28


      such  dates,  all  in  accordance  with  generally   accepted   accounting
      principles  consistently applied.  Since December 31, 2003, there has been
      no Material Adverse Change.

            (f) There is no  pending  or,  to the  knowledge  of the  Guarantor,
      threatened  action,   suit,   investigation,   litigation  or  proceeding,
      including,  without limitation,  any Environmental  Action,  affecting the
      Guarantor or any of its Subsidiaries before any court, governmental agency
      or  arbitrator  that (i) could be  reasonably  likely  to have a  Material
      Adverse Effect (other than the Disclosed  Litigation),  and there has been
      no adverse change in the status,  or financial  effect on the Guarantor or
      any of its Subsidiaries,  of the Disclosed  Litigation from that described
      on  Schedule  3.01(b)  hereto or (ii)  purports  to affect  the  legality,
      validity  or   enforceability  of  this  Agreement  or  any  Note  or  the
      consummation of the transactions contemplated hereby.

            (g) No Loan Party is engaged in the business of extending credit for
      the purpose of purchasing or carrying  margin stock (within the meaning of
      Regulation  U issued  by the Board of  Governors  of the  Federal  Reserve
      System),  and no proceeds of any Advance will be used to purchase or carry
      any  margin  stock or to  extend  credit  to  others  for the  purpose  of
      purchasing or carrying any margin stock.

            (h)  No  Loan  Party  is  an  "investment  company",  or  a  company
      "controlled"  by an  "investment  company",  within  the  meaning  of  the
      Investment Company Act of 1940, as amended.

            (i)  All  factual  information  (taken  as a  whole)  heretofore  or
      contemporaneously  furnished  by or on behalf of any Loan Party in writing
      to any Lender (including, without limitation, all information contained in
      this  Agreement)  for purposes of or in connection  with this Agreement or
      any  transaction  contemplated  herein  is,  and all  other  such  factual
      information (taken as a whole) hereafter furnished by or on behalf of such
      Loan  Party in writing to any Lender  will be,  true and  accurate  in all
      material  respects  on the date as of which such  information  is dated or
      certified  and does not or will not omit to state  any fact  necessary  to
      make such  information  (taken as a whole) not  misleading in any material
      respect  at such  time in  light of the  circumstances  under  which  such
      information was provided.

                                    ARTICLE V

                           COVENANTS OF THE GUARANTOR

            SECTION 5.01.  Affirmative  Covenants.  So long as any Advance shall
remain unpaid or any Lender shall have any Commitment  hereunder,  the Guarantor
will:

            (a)  Compliance  with  Laws,  Etc.  Comply,  and  cause  each of its
      Subsidiaries to comply with all applicable  laws,  rules,  regulations and
      orders, such compliance to include,  without  limitation,  compliance with
      ERISA and  Environmental  Laws  except,  in each case,  to the extent that
      failure to comply  would not  reasonably  be  expected  to have a Material
      Adverse Effect.

            (b) Payment of Taxes, Etc. Pay and discharge,  and cause each of its
      Subsidiaries   to  pay  and  discharge,   before  the  same  shall  become
      delinquent,  (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful  claims that,  if
      unpaid, might by law become a Lien upon its property;  provided,  however,
      that neither the Guarantor nor any of its  Subsidiaries  shall be required
      to pay or  discharge  any such tax,  assessment,  charge or claim  that is
      being  contested in good faith and by proper  proceedings  and as to which
      appropriate reserves are being maintained.

            (c)  Maintenance  of  Insurance.  Maintain,  and  cause  each of its
      Subsidiaries  to  maintain,   insurance  with  responsible  and  reputable
      insurance companies or associations in such amounts and


                                       29


      covering such risks as is usually carried by companies  engaged in similar
      businesses  and owning  similar  properties  in the same general  areas in
      which the Guarantor or such Subsidiary operates.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence,  rights  (charter  and  statutory)  and  franchises;  provided,
      however, that the Guarantor and its Subsidiaries may consummate any merger
      or consolidation permitted under Section 5.02(b) and provided further that
      neither the  Guarantor  nor any of its  Subsidiaries  shall be required to
      preserve any right or franchise, or the existence of any Subsidiary of the
      Guarantor  that  is not a  Borrower,  if the  Board  of  Directors  of the
      Guarantor or the Borrower that is the corporate  parent of such Subsidiary
      shall determine that the  preservation  thereof is no longer  desirable in
      the conduct of the business of the Guarantor or such Borrower, as the case
      may be, and that the loss thereof is not  disadvantageous  in any material
      respect to the Guarantor, such Borrower or the Lenders.

            (e) Visitation Rights. At any reasonable time and from time to time,
      permit the Agent or any of the  Lenders  or any agents or  representatives
      thereof,  to examine and make copies of and abstracts from the records and
      books of account of, and visit the properties of, the Guarantor and any of
      its Subsidiaries, and to discuss the affairs, finances and accounts of the
      Guarantor  and any of its  Subsidiaries  with  any of  their  officers  or
      directors and with their independent certified public accountants.

            (f) Keeping of Books.  Keep, and cause each of its  Subsidiaries  to
      keep,  proper  books of record  and  account,  in which  full and  correct
      entries  shall be made of all  financial  transactions  and the assets and
      business of the  Guarantor and each such  Subsidiary  in  accordance  with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its  Subsidiaries to maintain and preserve,  all of its properties
      that are used or useful in the  conduct of its  business  in good  working
      order and condition, ordinary wear and tear excepted.

            (h)  Transactions  with Affiliates.  Conduct,  and cause each of its
      Subsidiaries to conduct,  all transactions  otherwise permitted under this
      Agreement  with  any of  their  Affiliates  on  terms  that  are  fair and
      reasonable and no less favorable to the Guarantor or such  Subsidiary than
      it would obtain in a comparable arm's-length transaction with a Person not
      an Affiliate.

            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 50 days after
            the end of each of the first  three  quarters of each fiscal year of
            the Guarantor,  the Consolidated  balance sheet of the Guarantor and
            its  Subsidiaries  as of the end of such  quarter  and  Consolidated
            statements  of  income  and  cash  flows  of the  Guarantor  and its
            Subsidiaries  for the period  commencing  at the end of the previous
            fiscal year and ending with the end of such quarter,  duly certified
            (subject  to  year-end  audit  adjustments)  by the chief  financial
            officer of the Guarantor as having been prepared in accordance  with
            generally  accepted  accounting  principles and  certificates of the
            chief  financial  officer of the Guarantor as to compliance with the
            terms of this  Agreement and setting forth in reasonable  detail the
            calculations  necessary to demonstrate compliance with Section 5.03,
            provided  that in the  event of any  change  in  generally  accepted
            accounting  principles  used in the  preparation  of such  financial
            statements,  the Guarantor shall also provide,  if necessary for the
            determination  of  compliance  with  Section  5.03,  a statement  of
            reconciliation conforming such financial statements to GAAP;

                  (ii) as soon as  available  and in any  event  within  95 days
            after the end of each  fiscal year of the  Guarantor,  a copy of the
            annual  audit  report  for  such  year  for  the  Guarantor  and its
            Subsidiaries,  containing  the  Consolidated  balance  sheet  of the
            Guarantor and its Subsidiaries as of the end of such fiscal year and
            Consolidated  statements  of income and cash flows of the  Guarantor
            and its  Subsidiaries for such fiscal year, in each case accompanied
            by an opinion acceptable to the


                                       30


            Required Lenders by KPMG LLP or other independent public accountants
            acceptable  to the Required  Lenders and  certificates  of the chief
            financial  officer of the Guarantor as to compliance  with the terms
            of this  Agreement  and  setting  forth  in  reasonable  detail  the
            calculations  necessary to demonstrate compliance with Section 5.03,
            provided  that in the  event of any  change  in  generally  accepted
            accounting  principles  used in the  preparation  of such  financial
            statements,  the Guarantor shall also provide,  if necessary for the
            determination  of  compliance  with  Section  5.03,  a statement  of
            reconciliation conforming such financial statements to GAAP;

                  (iii) as soon as  possible  and in any event  within five days
            after any senior  officer  of the  Guarantor  or a Borrower  becomes
            aware or should have become aware of the  occurrence of any Default,
            the  occurrence  of  each  Default  continuing  on the  date of such
            statement,  a  statement  of  the  chief  financial  officer  of the
            Guarantor  setting forth details of such Default and the action that
            the Guarantor has taken and proposes to take with respect thereto;

                  (iv) promptly after the sending or filing  thereof,  copies of
            all reports that the Guarantor sends to any of its  securityholders,
            and  copies of all  reports  and  registration  statements  that the
            Guarantor or any  Subsidiary  files with the Securities and Exchange
            Commission or any national securities exchange;

                  (v) promptly  after the  commencement  thereof,  notice of all
            actions and  proceedings  before any court,  governmental  agency or
            arbitrator affecting the Guarantor or any of its Subsidiaries of the
            type described in Section 4.01(f); and

                  (vi) such other information respecting the Guarantor or any of
            its  Subsidiaries  as any Lender  through the Agent may from time to
            time reasonably request.

            Reports and  financial  statements  required to be  delivered by the
      Guarantor  pursuant to paragraphs  (i), (ii), (iv) and (v) of this Section
      5.01(i)  shall be deemed to have  been  delivered  on the date on which it
      posts such reports,  or reports containing such financial  statements,  on
      its website on the Internet at  www.omnicomgroup.com or when such reports,
      or reports  containing  such financial  statements are posted on the SEC's
      website at  www.sec.gov;  provided that it shall deliver  notice that such
      reports and financial  statements are so available and shall deliver paper
      copies of the reports and financial  statements  referred to in paragraphs
      (i), (ii), (iv) and (v) of this Section 5.01(i) to the Agent or any Lender
      who requests it to deliver such paper copies until written notice to cease
      delivering paper copies is given by the Agent or such Lender.

            SECTION  5.02.  Negative  Covenants.  So long as any  Advance  shall
remain unpaid or any Lender shall have any Commitment  hereunder,  the Guarantor
will not:

            (a)  Liens,  Etc.  Create or suffer to exist,  or permit  any of its
      Subsidiaries to create or suffer to exist,  any Lien on or with respect to
      any of its properties, whether now owned or hereafter acquired, or assign,
      or permit any of its Subsidiaries to assign,  any right to receive income,
      other than:

                  (i) Permitted Liens,

                  (ii)  purchase  money  Liens upon or in any real  property  or
            equipment acquired or held by the Guarantor or any Subsidiary in the
            ordinary  course of  business to secure the  purchase  price of such
            property  or  equipment  or to secure Debt  incurred  solely for the
            purpose of financing the  acquisition of such property or equipment,
            or Liens  existing on such  property or equipment at the time of its
            acquisition  (other than any such Liens created in  contemplation of
            such  acquisition  that were not incurred to finance the acquisition
            of such property) or extensions,  renewals or replacements of any of
            the foregoing for the same or a lesser  amount,  provided,  however,
            that no such Lien  shall  extend to or cover any  properties  of any
            character  other than the real property or equipment  being acquired
            and fixed improvements thereon or accessions thereto, and no such


                                       31


            extension,  renewal  or  replacement  shall  extend  to or cover any
            properties  not  theretofore  subject  to the Lien  being  extended,
            renewed or replaced,

                  (iii) the Liens  existing on the Effective  Date and described
            on Schedule 5.02(a) hereto,

                  (iv) Liens on property  of a Person  existing at the time such
            Person is merged  into or  consolidated  with the  Guarantor  or any
            Subsidiary   of  the  Guarantor  or  becomes  a  Subsidiary  of  the
            Guarantor;   provided   that  such   Liens   were  not   created  in
            contemplation  of such merger,  consolidation  or acquisition and do
            not  extend to any  assets  other than those of the Person so merged
            into or  consolidated  with  the  Guarantor  or such  Subsidiary  or
            acquired by the Guarantor or such Subsidiary,

                  (v) Liens securing Debt permitted by Section 5.02(d)(vii),

                  (vi) Liens granted by  Subsidiaries  of the  Guarantor  (other
            than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv),
            and

                  (vii) other Liens securing  Debt,  provided that the aggregate
            principal  amount of such  secured  Debt shall not exceed 15% of the
            Consolidated  net worth of the Guarantor and its Subsidiaries at any
            time.

            (b) Mergers,  Etc.  Merge or  consolidate  with or into,  or convey,
transfer,  lease or  otherwise  dispose of (whether in one  transaction  or in a
series of  transactions)  all or  substantially  all of its assets  (whether now
owned or hereafter  acquired) to, any Person,  or permit any of the Borrowers to
do so.

            (c)  Accounting  Changes.  Make  or  permit,  or  permit  any of its
Subsidiaries to make or permit,  any change in accounting  policies or reporting
practices,  except as required or  permitted by  generally  accepted  accounting
principles.

            (d) Subsidiary  Debt.  Permit any of its  Subsidiaries  to create or
suffer to exist, any Debt other than:

                  (i) Debt  existing  on the  Effective  Date and  described  on
            Schedule  5.02(d)  hereto  (the  "Existing  Debt"),   and  any  Debt
            extending the maturity of, or refunding or refinancing,  in whole or
            in part,  the Existing Debt,  provided that the principal  amount of
            such Existing Debt shall not be increased above the principal amount
            thereof outstanding  immediately prior to such extension,  refunding
            or  refinancing  plus any  capitalized  fees  incurred in connection
            therewith, and the direct and contingent obligors therefor shall not
            be changed  (other than to release  any  contingent  obligor),  as a
            result  of  or in  connection  with  such  extension,  refunding  or
            refinancing,

                  (ii)  accrued  expenses  and trade  payables  incurred  in the
            ordinary course of business,  and obligations under trade letters of
            credit incurred in the ordinary course of business,  which are to be
            repaid in full not more than one year  after the date on which  such
            Debt is originally incurred to finance the purchase of goods by such
            Subsidiary,

                  (iii)  obligations  under  letters  of credit or surety  bonds
            incurred  in  the   ordinary   course  of  business  in  support  of
            obligations   incurred   in   connection   with   leases,   worker's
            compensation,  unemployment  insurance  and  other  social  security
            legislation,

                  (iv)  Debt  owed  to  the  Guarantor  or  to  a  wholly  owned
            Subsidiary of the Guarantor,

                  (v) Debt of the Borrowers,


                                       32


                  (vi) other Debt of Subsidiaries of the Guarantor which are not
            organized under the laws of the United States of America, a State of
            the  United  States of  America  or the  District  of  Columbia  and
            substantially  all of whose  assets  and  business  are  located  or
            conducted outside the United States of America,

                  (vii)  Debt of a Person  existing  at the time such  Person is
            merged into or consolidated  with the Guarantor or any Subsidiary of
            the  Guarantor or becomes a Subsidiary  of the  Guarantor;  provided
            that such Debt was not  created  in  contemplation  of such  merger,
            consolidation  or acquisition,  provided  further that the aggregate
            principal  amount of the Debt  referred to in this clause (iv) shall
            not exceed $50,000,000 at any time outstanding,

                  (viii)  (x)  Debt  consisting  of  any  guaranty  made  by any
            Subsidiary  of the  Guarantor  in respect of Debt of any Loan Party,
            provided that such Subsidiary  shall have entered into a guaranty of
            the Debt of the Guarantor under this Agreement in form and substance
            reasonably  satisfactory  to  the  Required  Lenders  and  (y)  Debt
            constituting  guaranties  of the Debt of the  Guarantor  under  this
            Agreement, and

                  (ix)  indorsement  of  negotiable  instruments  for deposit or
            collection  or  similar  transactions  in  the  ordinary  course  of
            business.

            (e)  Change in  Nature  of  Business.  Make,  or  permit  any of its
      Subsidiaries to make, any material change in the nature of its business as
      carried on at the date hereof and other reasonably  related  businesses or
      businesses reasonably incidental thereto.

            (f)  Payment  Restrictions  Affecting   Subsidiaries.   Directly  or
      indirectly,  enter  into  or  suffer  to  exist,  or  permit  any  of  its
      Subsidiaries  to  enter  into  or  suffer  to  exist,   any  agreement  or
      arrangement  limiting  the ability or any of its  Subsidiaries  to (i) pay
      dividends  or make any other  distributions  on its  capital  stock or any
      other interest or  participation  in its profits owned by the Guarantor or
      any of its  Subsidiaries,  or pay any Debt owed to the Guarantor or any of
      its  Subsidiaries,  (ii) make loans or advances to the  Guarantor or (iii)
      transfer any of its properties or assets to the Guarantor, except for such
      agreements or  arrangements  existing under or by reason of (x) applicable
      law,  (y)  this  Agreement  and  (z)  customary   provisions   restricting
      subletting or assignment of any lease governing a leasehold  interest of a
      Subsidiary of the Guarantor.

            SECTION  5.03.  Financial  Covenants.  So long as any Advance  shall
remain unpaid or any Lender shall have any Commitment  hereunder,  the Guarantor
will:

            (a)  Leverage  Ratio.  Maintain  a ratio  of  Consolidated  Debt for
      Borrowed  Money of the  Guarantor  and its  Subsidiaries  to  Consolidated
      EBITDA of the  Guarantor and its  Subsidiaries  for the four quarters most
      recently ended of not greater than 3.0 to 1.

            (b) Interest Coverage Ratio. Maintain a ratio of Consolidated EBITDA
      of the Guarantor and its  Subsidiaries for the four quarters most recently
      ended to interest payable on, and amortization of debt discount in respect
      of, all Debt during such period by the Guarantor and its  Subsidiaries  of
      not less than 5.0 to 1.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION  6.01.  Events of Default.  If any of the  following  events
("Events of Default") shall occur and be continuing:


                                       33


            (a) Any Borrower shall fail to pay any principal of any Advance when
      the same  becomes due and payable;  or any Borrower  shall fail to pay any
      interest on any Advance or make any other payment of fees or other amounts
      payable under this  Agreement or any Note within three Business Days after
      the same becomes due and payable; or

            (b) Any  representation  or warranty made by the Guarantor herein or
      by any  Loan  Party  (or any of its  officers)  in  connection  with  this
      Agreement shall prove to have been incorrect in any material  respect when
      made; or

            (c) (i) The  Guarantor  shall fail to  perform or observe  any term,
      covenant or agreement contained in Section 5.01(d),  (e), (h) or (i), 5.02
      or 5.03, or (ii) any Loan Party shall fail to perform or observe any other
      term,  covenant or agreement contained in this Agreement on its part to be
      performed or observed if such failure shall remain  unremedied for 30 days
      after written notice thereof shall have been given to the Guarantor by the
      Agent or any Lender; or

            (d) The Guarantor or any of its  Subsidiaries  shall fail to pay any
      principal of or premium or interest on any Debt that is  outstanding  in a
      principal or notional  amount of at least  $100,000,000  in the  aggregate
      (but  excluding  Debt  outstanding  hereunder)  of the  Guarantor  or such
      Subsidiary  (as the case may be),  when the same  becomes  due and payable
      (whether by scheduled maturity, required prepayment,  acceleration, demand
      or otherwise),  and such failure shall continue after the applicable grace
      period, if any, specified in the agreement or instrument  relating to such
      Debt;  or any other event shall occur or  condition  shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the  applicable  grace  period,  if any,  specified  in such  agreement or
      instrument,  if the effect of such event or condition is to accelerate, or
      to permit the acceleration of, the maturity of such Debt; or any such Debt
      shall be  declared  to be due and  payable,  or  required to be prepaid or
      redeemed  (other  than by a regularly  scheduled  required  prepayment  or
      redemption),  purchased  or  defeased,  or an  offer  to  prepay,  redeem,
      purchase or defease  such Debt shall be required to be made,  in each case
      prior to the stated maturity thereof; or

            (e) The Guarantor or any of its Subsidiaries shall generally not pay
      its  debts as such  debts  become  due,  or shall  admit  in  writing  its
      inability to pay its debts generally,  or shall make a general  assignment
      for the benefit of creditors;  or any proceeding shall be instituted by or
      against the Guarantor or any of its Subsidiaries  seeking to adjudicate it
      a  bankrupt   or   insolvent,   or  seeking   liquidation,   winding   up,
      reorganization,    arrangement,   adjustment,   protection,   relief,   or
      composition  of it or its debts  under  any law  relating  to  bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver,  trustee,  custodian
      or  other  similar  official  for it or for  any  substantial  part of its
      property  and, in the case of any such  proceeding  instituted  against it
      (but  not  instituted  by  it),  either  such   proceeding   shall  remain
      undismissed  or  unstayed  for a period of 60 days,  or any of the actions
      sought in such proceeding (including,  without limitation, the entry of an
      order for relief  against,  or the  appointment  of a  receiver,  trustee,
      custodian or other similar official for, it or for any substantial part of
      its property)  shall occur;  or the  Guarantor or any of its  Subsidiaries
      shall take any corporate  action to authorize any of the actions set forth
      above in this subsection (e); or

            (f)  Judgments  or  orders  for the  payment  of money in  excess of
      $100,000,000 in the aggregate  shall be rendered  against the Guarantor or
      any of its Subsidiaries and either (i) enforcement  proceedings shall have
      been  commenced by any creditor  upon such judgment or order or (ii) there
      shall  be any  period  of 60  consecutive  days  during  which  a stay  of
      enforcement  of such judgment or order,  by reason of a pending  appeal or
      otherwise,  shall  not be in  effect;  provided,  however,  that  any such
      judgment  or order  shall not be an Event of Default  under  this  Section
      6.01(f) if and for so long as (i) the amount of such  judgment or order is
      covered by a valid and binding  policy of insurance  between the defendant
      and the insurer  covering  payment  thereof and (ii) such  insurer,  which
      shall be rated at least "A" by A.M.  Best  Company,  has been notified of,
      and has not  disputed  the claim made for  payment  of, the amount of such
      judgment or order; or


                                       34


            (g) (i) Any Person or two or more  Persons  acting in concert  shall
      have acquired  beneficial  ownership  (within the meaning of Rule 13d-3 of
      the Securities and Exchange  Commission under the Securities  Exchange Act
      of 1934),  directly or  indirectly,  of Voting Stock of the  Guarantor (or
      other securities  convertible into such Voting Stock)  representing 30% or
      more of the combined voting power of all Voting Stock of the Guarantor; or
      (ii) during any period of up to 12 consecutive  months,  commencing  after
      the  date of this  Agreement,  individuals  who at the  beginning  of such
      12-month period were directors of the Guarantor shall cease for any reason
      to  constitute a majority of the board of directors of the  Guarantor;  or
      (iii) the  Guarantor  shall  cease  for any  reason  to own,  directly  or
      indirectly, 100% of the Voting Stock of each of the Borrowers; or

            (h) Any material  provision of the Guaranty  shall cease to be valid
      and binding on or  enforceable  against the  Guarantor,  or the  Guarantor
      shall so state in writing; or

            (i) The  Guarantor or any of its ERISA  Affiliates  shall incur,  or
      shall be reasonably likely to incur liability in excess of $100,000,000 in
      the  aggregate  as a  result  of one or  more  of the  following:  (i) the
      occurrence of any ERISA Event; (ii) the partial or complete  withdrawal of
      the Guarantor or any of its ERISA Affiliates from a Multiemployer Plan; or
      (iii) the reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent,  of the  Required  Lenders,  by notice to the  Borrowers,  declare  the
obligation  of each Lender to make  Advances  (other than Advances by an Issuing
Bank or a Lender pursuant to Section  2.03(c)) and of the Issuing Banks to issue
Letters  of  Credit  to  be  terminated,  whereupon  the  same  shall  forthwith
terminate,  and (ii)  shall at the  request,  or may  with the  consent,  of the
Required Lenders, by notice to the Borrowers, declare the Advances, all interest
thereon and all other amounts  payable under this  Agreement to be forthwith due
and payable,  whereupon  the  Advances,  all such  interest and all such amounts
shall become and be  forthwith  due and payable,  without  presentment,  demand,
protest or further notice of any kind, all of which are hereby  expressly waived
by each Borrower;  provided,  however,  that in the event of an actual or deemed
entry of an order for relief  with  respect to any Loan Party  under the Federal
Bankruptcy  Code, (A) the obligation of each Lender to make Advances (other than
Advances by an Issuing Bank or a Lender pursuant to Section  2.03(c)) and of the
Issuing Banks to issue Letters of Credit shall  automatically  be terminated and
(B) the Advances,  all such  interest and all such amounts  shall  automatically
become  and be due and  payable,  without  presentment,  demand,  protest or any
notice of any kind, all of which are hereby expressly waived by the Borrowers.

            SECTION 6.02.  Actions in Respect of Letters of Credit upon Default.
If any Event of Default  shall have  occurred and be  continuing,  the Agent may
with the consent, or shall at the request, of the Required Lenders, irrespective
of  whether  it is  taking  any of the  actions  described  in  Section  6.01 or
otherwise, make demand upon the Borrowers to, and forthwith upon such demand the
Borrowers  will, (a) pay to the Agent for the benefit of the Lenders in same day
funds at the Agent's  office  designated in such demand,  for deposit in the L/C
Cash Deposit Account,  an amount equal to the aggregate  Available Amount of all
Letters  of Credit  then  outstanding  or (b) make such  other  arrangements  in
respect  of the  outstanding  Letters  of Credit as shall be  acceptable  to the
Required Lenders. If at any time the Agent determines that any funds held in the
L/C Cash  Deposit  Account  are  subject to any right or  interest of any Person
other than the Agent and the  Lenders or that the total  amount of such funds is
less than the aggregate Available Amount of all Letters of Credit, the Borrowers
will,  forthwith upon demand by the Agent, pay to the Agent, as additional funds
to be deposited and held in the L/C Cash Deposit Account, an amount equal to the
excess of (a) such  aggregate  Available  Amount  over (b) the  total  amount of
funds, if any, then held in the L/C Cash Deposit Account that are free and clear
of any such right and interest. Upon the drawing of any Letter of Credit, to the
extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be
applied to reimburse  the Issuing  Banks to the extent  permitted by  applicable
law, and if so applied,  then such reimbursement  shall be deemed a repayment of
the  corresponding  Advance in respect of such Letter of Credit.  After all such
Letters  of Credit  shall have  expired  or been fully  drawn upon and all other
obligations of the Borrowers  hereunder and under the Notes shall have been paid
in full, the balance, if any, in such L/C Cash Deposit Account shall be promptly
returned to the Borrowers.


                                       35


                                   ARTICLE VII

                                    GUARANTY

            SECTION   7.01.   Guaranty.   The   Guarantor   hereby   absolutely,
unconditionally  and  irrevocably  guarantees  the  punctual  payment  when due,
whether at  scheduled  maturity  or on any date of a required  prepayment  or by
acceleration,  demand or otherwise,  of all obligations of each other Loan Party
now or  hereafter  existing  under or in respect of the this  Agreement  and the
Notes   (including,   without   limitation,   any   extensions,   modifications,
substitutions,   amendments   or  renewals  of  any  or  all  of  the  foregoing
obligations),  whether direct or indirect,  absolute or contingent,  and whether
for principal, interest, premiums, fees, indemnities, contract causes of action,
costs,   expenses  or  otherwise   (such   obligations   being  the  "Guaranteed
Obligations"),  and  agrees  to pay  any and all  expenses  (including,  without
limitation,  fees and expenses of outside  counsel and the  allocated  costs and
expenses of in-house  counsel)  incurred by the Agent or any Lender in enforcing
any  rights  under  this  Agreement.  Without  limiting  the  generality  of the
foregoing, the Guarantor's liability shall extend to all amounts that constitute
part of the Guaranteed  Obligations and would be owed by any other Loan Party to
the Agent or any Lender under or in respect of this  Agreement and the Notes but
for the fact that they are  unenforceable  or not allowable due to the existence
of a bankruptcy,  reorganization or similar proceeding involving such other Loan
Party.

            SECTION 7.02. Guaranty Absolute.  The Guarantor  guarantees that the
Guaranteed  Obligations  will be paid strictly in  accordance  with the terms of
this Agreement and the Notes,  regardless of any law, regulation or order now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Agent or any Lender  with  respect  thereto.  This  Guaranty is an
absolute and unconditional  guaranty of payment when due, and not of collection,
by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor
under  or in  respect  of  this  Guaranty  are  independent  of  the  Guaranteed
Obligations or any other obligations of any other Loan Party under or in respect
of this Agreement and the Notes, and a separate action or actions may be brought
and prosecuted  against the Guarantor to enforce this Guaranty,  irrespective of
whether any action is brought  against any  Borrower or whether any  Borrower is
joined in any such action or actions.  The liability of the Guarantor under this
Guaranty shall be irrevocable,  absolute and unconditional  irrespective of, and
the  Guarantor  hereby  irrevocably  waives  any  defenses  it may  now  have or
hereafter acquire in any way relating to, any or all of the following:

            (a) any lack of validity or  enforceability of any provision of this
      Agreement or any Note or any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other  term of,  all or any of the  Guaranteed  Obligations  or any  other
      obligations  of any Borrower  under or in respect of this Agreement or the
      Notes,  or any other  amendment  or waiver of or any consent to  departure
      from this  Agreement  or the Notes,  including,  without  limitation,  any
      increase in the  Guaranteed  Obligations  resulting  from the extension of
      additional credit to any Borrower or any of its Subsidiaries or otherwise;

            (c)  any  taking,   exchange,   release  or  non-perfection  of  any
      collateral,  or any taking,  release or amendment or waiver of, or consent
      to departure  from, any other  guaranty,  for all or any of the Guaranteed
      Obligations;

            (d) any manner of application of collateral, or proceeds thereof, to
      all or any of the Guaranteed  Obligations,  or any manner of sale or other
      disposition of any collateral for all or any of the Guaranteed Obligations
      or any other  obligations  of any Loan Party under this  Agreement  or the
      Notes or any other assets of any Borrower or any of its Subsidiaries;

            (e)  any  change,  restructuring  or  termination  of the  corporate
      structure or existence of any Borrower or any of its Subsidiaries;

            (f) any  failure  of the  Agent or any  Lender  to  disclose  to the
      Guarantor any information  relating to the business,  condition (financial
      or  otherwise),  operations,  performance,  properties or prospects of any
      Borrower now or hereafter known to the Agent or such Lender (the Guarantor
      waiving any duty on the part of the Agent and the Lenders to disclose such
      information);


                                       36


            (g) the failure of any other  Person to execute or deliver any other
      guaranty or  agreement  or the release or  reduction  of  liability of the
      Guarantor  or other  guarantor  or surety with  respect to the  Guaranteed
      Obligations; or

            (h) any  other  circumstance  (including,  without  limitation,  any
      statute  of   limitations)   or  any  existence  of  or  reliance  on  any
      representation by the Agent or any Lender that might otherwise  constitute
      a defense  available  to, or a  discharge  of, any Loan Party or any other
      guarantor or surety.

This Guaranty shall  continue to be effective or be reinstated,  as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must  otherwise  be returned  by the Agent or any Lender or any other  Person
upon the insolvency,  bankruptcy or reorganization of any Borrower or otherwise,
all as though such payment had not been made.

            SECTION 7.03. Waivers and Acknowledgments.  (a) The Guarantor hereby
unconditionally  and  irrevocably  waives  promptness,   diligence,   notice  of
acceptance,  presentment,  demand  for  performance,  notice of  nonperformance,
default, acceleration,  protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Agent or any Lender protect,  secure, perfect or insure any Lien or any property
subject  thereto or exhaust any right or take any action  against any Loan Party
or any other Person or any collateral.

            (b) The Guarantor hereby  unconditionally and irrevocably waives any
      right to revoke  this  Guaranty  and  acknowledges  that this  Guaranty is
      continuing in nature and applies to all  Guaranteed  Obligations,  whether
      existing now or in the future.

            (c) The Guarantor hereby  unconditionally and irrevocably waives (i)
      any  defense  arising  by  reason of any claim or  defense  based  upon an
      election  of  remedies  by the  Agent  or any  Lender  that in any  manner
      impairs, reduces, releases or otherwise adversely affects the subrogation,
      reimbursement,  exoneration, contribution or indemnification rights of the
      Guarantor or other rights of the  Guarantor to proceed  against any of the
      other  Loan  Parties,  any  other  guarantor  or any  other  Person or any
      collateral  and  (ii)  any  defense  based  on any  right  of  set-off  or
      counterclaim  against or in respect of the  obligations  of the  Guarantor
      hereunder.

            (d) The Guarantor hereby  unconditionally and irrevocably waives any
      duty on the part of the Agent or any Lender to disclose  to the  Guarantor
      any matter, fact or thing relating to the business,  condition  (financial
      or  otherwise),  operations,  performance,  properties or prospects of any
      other Loan Party or any of its  Subsidiaries now or hereafter known by the
      Agent or such Lender.

            (e) The  Guarantor  acknowledges  that it will  receive  substantial
      direct and indirect benefits from the financing arrangements  contemplated
      by this  Agreement and that the waivers set forth in Section 7.02 and this
      Section 7.03 are knowingly made in contemplation of such benefits.

            SECTION 7.04. Subrogation.  The Guarantor hereby unconditionally and
irrevocably  agrees not to exercise any rights that it may now have or hereafter
acquire against any Borrower or any other insider  guarantor that arise from the
existence,  payment,  performance or enforcement of the Guarantor's  obligations
under or in respect of this Guaranty,  including,  without limitation, any right
of subrogation, reimbursement,  exoneration, contribution or indemnification and
any right to  participate  in any  claim or  remedy  of the Agent or any  Lender
against any Borrower or any other insider  guarantor or any collateral,  whether
or not such claim,  remedy or right arises in equity or under contract,  statute
or common law, including,  without limitation, the right to take or receive from
any Borrower or any other insider guarantor,  directly or indirectly, in cash or
other  property  or by set-off or in any other  manner,  payment or  security on
account of such claim,  remedy or right,  unless and until all of the Guaranteed
Obligations  and all other amounts  payable under this Guaranty  shall have been
paid in full in cash and the Commitments  shall have expired or been terminated.
If any amount shall be paid to the  Guarantor  in  violation of the  immediately
preceding sentence at any time prior to the later of the payment in full in cash
of the Guaranteed  Obligations and all other amounts payable under this Guaranty
and the  Termination  Date,  such amount shall be received and held in trust for
the benefit of Agent and the Lenders,  shall be segregated  from other  property
and


                                       37


funds of the Guarantor and shall  forthwith be paid or delivered to the Agent in
the same form as so received  (with any necessary  endorsement or assignment) to
be credited  and applied to the  Guaranteed  Obligations  and all other  amounts
payable under this Guaranty,  whether  matured or unmatured,  in accordance with
the terms of this  Agreement,  or to be held as  collateral  for any  Guaranteed
Obligations or other amounts payable under this Guaranty  thereafter arising. If
(i) the  Guarantor  shall make  payment to the Agent or any Lender of all or any
part of the Guaranteed  Obligations,  (ii) all of the Guaranteed Obligations and
all other amounts  payable  under this Guaranty  shall have been paid in full in
cash and (iii) the  Termination  Date  shall  have  occurred,  the Agent and the
Lenders will, at the Guarantor's request and expense, execute and deliver to the
Guarantor appropriate documents,  without recourse and without representation or
warranty,  necessary to evidence the transfer by subrogation to the Guarantor of
an interest in the  Guaranteed  Obligations  resulting from such payment made by
the Guarantor pursuant to this Guaranty.

            SECTION 7.05.  Subordination.  The Guarantor hereby subordinates any
and all debts,  liabilities and other  obligations owed to the Guarantor by each
other Loan Party (the "Subordinated  Obligations") to the Guaranteed Obligations
to the extent and in the manner hereinafter set forth in this Section 7.05:

            (a) Prior Payment of Guaranteed Obligations. In any proceeding under
      any Bankruptcy Law relating to any other Loan Party,  the Guarantor agrees
      that the Agent and the Lenders  shall be  entitled  to receive  payment in
      full in cash of all  Guaranteed  Obligations  (including  all interest and
      expenses  accruing  after  the  commencement  of a  proceeding  under  any
      Bankruptcy  Law,  whether or not  constituting  an  allowed  claim in such
      proceeding  ("Post  Petition  Interest"))  before the  Guarantor  receives
      payment of any Subordinated Obligations.

            (b) Turn-Over.  After the  occurrence and during the  continuance of
      any Event of Default under Section  6.01(e),  the Guarantor  shall, if the
      Agent so requests, collect, enforce and receive payments on account of the
      Subordinated  Obligations  as trustee  for the Agent and the  Lenders  and
      deliver  such  payments  to  the  Agent  on  account  of  the   Guaranteed
      Obligations  (including  all Post  Petition  Interest),  together with any
      necessary  endorsements  or other  instruments  of  transfer,  but without
      reducing or affecting in any manner the liability of the  Guarantor  under
      the other provisions of this Guaranty.

            (c)  Agent  Authorization.  After  the  occurrence  and  during  the
      continuance  of any Event of Default under Section  6.01(e),  the Agent is
      authorized  and  empowered  (but without any  obligation to so do), in its
      discretion,  (i) in the name of the Guarantor, to collect and enforce, and
      to submit claims in respect of, Subordinated  Obligations and to apply any
      amounts received thereon to the Guaranteed  Obligations (including any and
      all Post  Petition  Interest),  and (ii) to require the  Guarantor  (A) to
      collect and  enforce,  and to submit  claims in respect  of,  Subordinated
      Obligations and (B) to pay any amounts received on such obligations to the
      Agent for application to the Guaranteed Obligations (including any and all
      Post Petition Interest).

            SECTION 7.06. Continuing Guaranty;  Assignments.  This Guaranty is a
continuing  guaranty  and shall (a) remain in full  force and  effect  until the
later of the payment in full in cash of the Guaranteed Obligations and all other
amounts  payable under this Guaranty and the  Termination  Date,  (b) be binding
upon the  Guarantor,  its successors and assigns and (c) inure to the benefit of
and  be  enforceable  by  the  Agent  and  the  Lenders  and  their  successors,
transferees  and assigns.  Without  limiting the generality of clause (c) of the
immediately preceding sentence,  any Lender may assign or otherwise transfer all
or any portion of its rights and  obligations  under this Agreement  (including,
without limitation, all or any portion of its Commitments, the Advances owing to
it and the Note or Notes held by it) to any other Person,  and such other Person
shall  thereupon  become vested with all the benefits in respect thereof granted
to such Lender herein or otherwise,  in each case as and to the extent  provided
in Section  9.07.  The  Guarantor  shall not have the right to assign its rights
hereunder or any interest  herein  without the prior written  consent of each of
the Lenders.


                                       38


                                  ARTICLE VIII

                                    THE AGENT

            SECTION  8.01.   Authorization  and  Action.  Each  Lender  (in  its
capacities  as a Lender and Issuing  Bank, as  applicable)  hereby  appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms  hereof,  together with such powers and  discretion as are  reasonably
incidental  thereto.  As to any  matters  not  expressly  provided  for by  this
Agreement  (including,  without  limitation,  enforcement  or  collection of the
Notes),  the Agent shall not be required to exercise any  discretion or take any
action,  but shall be  required  to act or to refrain  from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders,  and such  instructions  shall be binding upon all Lenders
and all  holders  of  Notes;  provided,  however,  that the  Agent  shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this  Agreement  or  applicable  law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by any Loan Party  pursuant
to the terms of this Agreement.

            SECTION 8.02.  Agent's  Reliance,  Etc. Neither the Agent nor any of
its  directors,  officers,  agents or  employees  shall be liable for any action
taken or  omitted  to be taken by it or them  under or in  connection  with this
Agreement,  except for its or their own gross negligence or willful  misconduct.
Without limitation of the generality of the foregoing,  the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt  resulting  therefrom
until the Agent receives and accepts an Assumption  Agreement entered into by an
Assuming  Lender as provided in Section  2.18 or an  Assignment  and  Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section  9.07;  (ii) may consult  with legal  counsel  (including
counsel for the Loan Parties),  independent public accountants and other experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken  in good  faith  by it in  accordance  with the  advice  of such  counsel,
accountants or experts;  (iii) makes no warranty or representation to any Lender
and shall not be  responsible  to any Lender for any  statements,  warranties or
representations  (whether  written or oral) made in or in  connection  with this
Agreement;  (iv)  shall not have any duty to  ascertain  or to inquire as to the
performance,  observance  or  satisfaction  of any of the  terms,  covenants  or
conditions  of this  Agreement on the part of any Loan Party or the existence at
any time of any  Default or to inspect  the  property  (including  the books and
records) of any Loan Party;  (v) shall not be  responsible to any Lender for the
due execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection  with,  this  Agreement or any
other instrument or document  furnished pursuant hereto; and (vi) shall incur no
liability  under or in  respect of this  Agreement  by acting  upon any  notice,
consent,  certificate or other instrument or writing (which may be by telecopier
or telegram) believed by it to be genuine and signed or sent by the proper party
or parties.

            SECTION  8.03.   Citibank  and  Affiliates.   With  respect  to  its
Commitments,  the Advances made by it and any Note issued to it,  Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise  the same as though it were not the  Agent;  and the term  "Lender"  or
"Lenders" shall, unless otherwise expressly  indicated,  include Citibank in its
individual capacity.  Citibank and its Affiliates may accept deposits from, lend
money  to,  act as  trustee  under  indentures  of,  accept  investment  banking
engagements  from  and  generally  engage  in any  kind of  business  with,  the
Guarantor,  any of its  Subsidiaries  and any Person who may do business with or
own securities of the Guarantor or any such Subsidiary,  all as if Citibank were
not the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose  information obtained or received by it or any of
its Affiliates  relating to the Guarantor or its Subsidiaries to the extent such
information was obtained or received in any capacity other than as Agent.

            SECTION 8.04. Lender Credit Decision.  Each Lender acknowledges that
it has,  independently  and without  reliance upon the Agent or any other Lender
and based on the financial statements referred to in Section 4.01 and such other
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to  enter  into  this   Agreement.   Each  Lender  also
acknowledges that it will,  independently and without reliance upon the Agent or
any other Lender and based on such  documents and  information  as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement.

            SECTION 8.05.  Indemnification.  (a) Each Lender severally agrees to
indemnify  the Agent (to the extent not promptly  reimbursed  by the  Borrowers)
from  and  against  such  Lender's  Ratable  Share  of any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  of any kind or nature  whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this  Agreement  or any action  taken or omitted by the Agent  under this
Agreement (collectively, the


                                       39


"Indemnified Costs"), provided that no Lender shall be liable for any portion of
the  Indemnified  Costs  resulting from the Agent's gross  negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent  promptly  upon  demand  for its  Ratable  Share of any  out-of-pocket
expenses (including reasonable counsel fees) incurred by the Agent in connection
with  the  preparation,   execution,  delivery,  administration,   modification,
amendment or enforcement  (whether through  negotiations,  legal  proceedings or
otherwise) of, or legal advice in respect of rights or  responsibilities  under,
this Agreement, to the extent that the Agent is not reimbursed for such expenses
by the  Borrowers.  In the case of any  investigation,  litigation or proceeding
giving rise to any Indemnified Costs, this Section 8.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any Lender or a
third party.

            (b) Each Lender  severally agrees to indemnify the Issuing Banks (to
the extent not  promptly  reimbursed  by the  Borrowers)  from and against  such
Lender's Ratable Share of any and all liabilities, obligations, losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  that may be imposed  on,  incurred  by, or  asserted
against  any such  Issuing  Bank in any way  relating  to or arising out of this
Agreement or any action  taken or omitted by such  Issuing Bank  hereunder or in
connection herewith;  provided,  however, that no Lender shall be liable for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, costs, expenses or disbursements  resulting from such Issuing
Bank's  gross  negligence  or  willful  misconduct.  Without  limitation  of the
foregoing,  each Lender  agrees to reimburse any such Issuing Bank promptly upon
demand  for its  Ratable  Share of any costs and  expenses  (including,  without
limitation, fees and expenses of counsel) payable by the Borrowers under Section
9.04, to the extent that such Issuing Bank is not promptly  reimbursed  for such
costs and expenses by the Borrower.

            (c) The failure of any Lender to reimburse  the Agent or any Issuing
Bank  promptly  upon demand for its Ratable  Share of any amount  required to be
paid by the Lenders to the Agent as provided  herein shall not relieve any other
Lender of its  obligation  hereunder to reimburse  the Agent or any Issuing Bank
for its Ratable Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse  the Agent or any Issuing Bank for such
other Lender's Ratable Share of such amount.  Without  prejudice to the survival
of any other agreement of any Lender hereunder, the agreement and obligations of
each Lender  contained in this Section 8.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the Notes.
Each of the Agent and each  Issuing  Bank agrees to return to the Lenders  their
respective  Ratable  Shares of any amounts paid under this Section 8.05 that are
subsequently reimbursed by the Borrowers.

            SECTION 8.06.  Successor  Agent. The Agent may resign at any time by
giving  written  notice  thereof to the  Lenders  and the  Borrowers  and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal,  the Required  Lenders shall have the right to appoint a
successor Agent from among the Lenders with the consent,  so long as no Event of
Default has occurred and is continuing, of the Guarantor, which consent will not
be  unreasonably  withheld or delayed.  If no successor Agent shall have been so
appointed by the Required  Lenders,  and shall have accepted  such  appointment,
within 30 days after the retiring Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Agent, then the retiring Agent may, on
behalf of the Lenders,  appoint a successor Agent,  which shall be a Lender that
is a commercial bank organized under the laws of the United States of America or
of any State  thereof  and having a  combined  capital  and  surplus of at least
$500,000,000.  Upon the acceptance of any  appointment  as Agent  hereunder by a
successor  Agent,  such successor  Agent shall  thereupon  succeed to and become
vested with all the rights,  powers,  discretion,  privileges  and duties of the
retiring  Agent,  and the retiring Agent shall be discharged from its duties and
obligations  under this  Agreement.  After any retiring  Agent's  resignation or
removal  hereunder as Agent,  the provisions of this Article VIII shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Agent under this Agreement.

            SECTION 8.07.  Sub-Agent.  The Sub-Agent has been  designated  under
this Agreement to carry out duties of the Agent.  The Sub-Agent shall be subject
to each of the  obligations  in this Agreement to be performed by the Sub-Agent,
and each of the  Borrowers and the Lenders  agrees that the  Sub-Agent  shall be
entitled  to  exercise  each of the rights and shall be  entitled to each of the
benefits of the Agent under this  Agreement as relate to the  performance of its
obligations hereunder.


                                       40


            SECTION 8.08.  Other Agents.  Each Lender hereby  acknowledges  that
neither the  documentation  agent nor any other Lender designated as any "Agent"
on the signature pages hereof (other than the Agent) has any liability hereunder
other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

            SECTION  9.01.  Amendments,  Etc.  No  amendment  or  waiver  of any
provision of this  Agreement or the Notes,  nor consent to any  departure by any
Loan Party  therefrom,  shall in any event be effective unless the same shall be
in  writing  and signed by the  Required  Lenders  and  (except  for  waivers or
consents  by any  Lender)  each of the Loan  Parties,  and then  such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by all the Lenders, do any of the following:
(a) waive any of the  conditions  specified in Section  3.01,  (b) other than as
provided in Section 2.18,  increase the  Commitments of the Lenders,  (c) reduce
the  principal  of, or interest  on, the  Advances or any fees or other  amounts
payable hereunder,  (d) postpone any date fixed for any payment of principal of,
or interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the  percentage of the Revolving  Credit  Commitments or of the aggregate
unpaid principal amount of the Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder,  (f) amend
the definition of "Committed  Currencies" to add any  additional  currency,  (g)
reduce or limit the  obligations of the Guarantor  under Section 7.01 or release
the Guarantor or otherwise limit the  Guarantor's  liability with respect to the
obligations  owing to the Agent and the Lenders  under  Article VII or (h) amend
this Section 9.01; and provided further that (x) no amendment, waiver or consent
shall,  unless in writing  and signed by the Agent in  addition  to the  Lenders
required  above to take such  action,  affect  the rights or duties of the Agent
under this Agreement or any Note and (y) no amendment,  waiver or consent shall,
unless in writing  and signed by the  Issuing  Banks in  addition to the Lenders
required above to take such action,  adversely  affect the rights or obligations
of the Issuing Banks in their capacities as such under this Agreement.

            SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing  (including  telecopier or
telegraphic communication) and mailed,  telecopied,  telegraphed or delivered or
(y) as and to the  extent  set  forth in  Section  9.02(b)  and (c),  if to Loan
Parties,  at the address of the Guarantor at One East Weaver Street,  Greenwich,
Connecticut  06831,  Attention:  Eric Huttner;  if to any Initial Lender, at its
Domestic Lending Office specified  opposite its name on Schedule I hereto; if to
any other Lender,  at its Domestic  Lending  Office  specified in the Assumption
Agreement or the Assignment and Acceptance pursuant to which it became a Lender;
and if to the  Agent,  at its  address at Two Penns Way,  New  Castle,  Delaware
19720, Attention: Bank Loan Syndications Department; or, as to any Loan Party or
the Agent,  at such  other  address  as shall be  designated  by such party in a
written  notice to the other parties and, as to each other party,  at such other
address  as  shall  be  designated  by such  party in a  written  notice  to the
Borrowers  and the Agent,  provided  that  materials  required  to be  delivered
pursuant to Sections  5.01(i)(i),  (ii),  (iv) and (v) shall be delivered to the
Agent as  specified  in Section  9.02(b).  All such  notices and  communications
shall,  when mailed,  telecopied or telegraphed,  be effective when deposited in
the mails,  telecopied  or delivered  to the  telegraph  company,  respectively,
except that notices and  communications to the Agent pursuant to Article II, III
or VIII  shall  not be  effective  until  received  by the  Agent.  Delivery  by
telecopier  of an  executed  counterpart  of  any  amendment  or  waiver  of any
provision of this Agreement or the Notes or of any Exhibit hereto to be executed
and delivered  hereunder  shall be effective as delivery of a manually  executed
counterpart thereof.

            (b) So long  as  Citibank  or any of its  Affiliates  is the  Agent,
materials required to be delivered pursuant to Sections  5.01(i)(i),  (ii), (iv)
and (v) may be  delivered  to the  Agent  in an  electronic  medium  in a format
acceptable     to    the    Agent    and    the    Lenders    by    e-mail    at
oploanswebadmin@citigroup.com. The Guarantor agrees that the Agent may make such
materials, as well as any other written information,  documents, instruments and
other material  relating to the Guarantor,  any of its Subsidiaries or any other
materials  or  matters  relating  to this  Agreement,  the  Notes  or any of the
transactions contemplated hereby, but not including any notices under Article II
(collectively,  the  "Communications")  available to the Lenders by posting such
notices  on  Intralinks  or  a  substantially  similar  electronic  system  (the
"Platform").  The Guarantor  acknowledges  that (i) the distribution of material
through  an  electronic  medium is not  necessarily  secure  and that  there are
confidentiality  and other risks  associated  with such  distribution,  (ii) the
Platform is provided "as is" and "as available" and (iii) neither the Agent


                                       41


nor any of its Affiliates warrants the accuracy, adequacy or completeness of the
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the  Communications  or the  Platform.  No warranty of any kind,
express, implied or statutory,  including,  without limitation,  any warranty of
merchantability,  fitness for a particular  purpose,  non-infringement  of third
party rights or freedom from viruses or other code defects, is made by the Agent
or any of its Affiliates in connection with the Platform.

            (c) Each Lender  agrees  that notice to it (as  provided in the next
sentence) (a "Notice")  specifying that any  Communications  have been posted to
the Platform shall constitute effective delivery of such information,  documents
or other materials to such Lender for purposes of this Agreement;  provided that
if requested by any Lender the Agent shall deliver a copy of the  Communications
to such  Lender by email or  telecopier.  Each  Lender  agrees (i) to notify the
Agent in writing of such Lender's  e-mail  address to which a Notice may be sent
by electronic transmission (including by electronic  communication) on or before
the date such Lender  becomes a party to this  Agreement  (and from time to time
thereafter  to ensure that the Agent has on record an effective  e-mail  address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.

            SECTION  9.03.  No Waiver;  Remedies.  No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note  shall  operate as a waiver  thereof;  nor shall any single or
partial  exercise  of any such  right  preclude  any other or  further  exercise
thereof or the exercise of any other right.  The  remedies  herein  provided are
cumulative and not exclusive of any remedies provided by law.

            SECTION 9.04. Costs and Expenses.  (a) The Borrowers agree to pay on
demand all costs and expenses of the Agent in connection  with the  preparation,
execution,  delivery,   administration,   modification  and  amendment  of  this
Agreement,  the  Notes  and  the  other  documents  to be  delivered  hereunder,
including,  without limitation,  (A) all due diligence,  syndication  (including
printing,   distribution   and   bank   meetings),   transportation,   computer,
duplication,  appraisal,  consultant,  and audit expenses and (B) the reasonable
fees and expenses of counsel for the Agent with respect thereto and with respect
to  advising  the  Agent  as to  its  rights  and  responsibilities  under  this
Agreement.  The Borrowers  further agree to pay on demand all costs and expenses
of the Agent and the Lenders, if any (including, without limitation,  reasonable
fees and  expenses of outside  counsel and the  allocated  costs and expenses of
in-house  counsel),   in  connection  with  the  enforcement   (whether  through
negotiations,  legal proceedings or otherwise) of this Agreement,  the Notes and
the other documents to be delivered  hereunder,  including,  without limitation,
reasonable  fees and  expenses  of  counsel  for the  Agent  and each  Lender in
connection with the enforcement of rights under this Section 9.04(a).

            (b) The Borrowers agree to indemnify and hold harmless the Agent and
each  Lender  and  each of  their  Affiliates  and  their  officers,  directors,
employees,  agents and advisors (each, an "Indemnified  Party") from and against
any and all  claims,  damages,  losses,  liabilities  and  expenses  (including,
without  limitation,  reasonable  fees and  expenses of counsel)  incurred by or
asserted or awarded against any  Indemnified  Party, in each case arising out of
or in  connection  with or by  reason  of  (including,  without  limitation,  in
connection with any investigation,  litigation or proceeding or preparation of a
defense in  connection  therewith)  (i) the Notes,  this  Agreement,  any of the
transactions  contemplated  herein or the actual or proposed use of the proceeds
of the Advances or (ii) the actual or alleged presence of hazardous materials on
any property of the Guarantor or any of its  Subsidiaries  or any  Environmental
Action relating in any way to the Guarantor or any of its  Subsidiaries,  except
to the extent  such  claim,  damage,  loss,  liability  or expense is found in a
final,  non-appealable  judgment by a court of  competent  jurisdiction  to have
resulted from such Indemnified  Party's gross negligence or willful  misconduct.
In the case of an  investigation,  litigation  or other  proceeding to which the
indemnity in this Section  9.04(b)  applies,  such indemnity  shall be effective
whether or not such  investigation,  litigation  or proceeding is brought by any
Loan Party, its directors, equityholders or creditors or an Indemnified Party or
any other  Person,  whether or not any  Indemnified  Party is  otherwise a party
thereto and whether or not the transactions contemplated hereby are consummated.
The Loan  Parties  also  agree not to assert  any claim for  special,  indirect,
consequential or punitive  damages against the Agent,  any Lender,  any of their
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability,  arising out of or otherwise relating to
the Notes, this Agreement,  any of the transactions  contemplated  herein or the
actual or proposed use of the proceeds of the Advances.

            (c)  If  any  payment  of  principal  of,  or  Conversion   of,  any
Eurocurrency  Rate  Advance is made by any  Borrower  to or for the account of a
Lender (i) other than on the last day of the Interest  Period for such  Advance,
as a result of a payment or Conversion  pursuant to Section 2.08,  2.10 or 2.12,
acceleration of the maturity


                                       42


of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible
Assignee to a Lender other than on the last day of the Interest  Period for such
Advance  upon an  assignment  of rights and  obligations  under  this  Agreement
pursuant to Section  9.07 as a result of a demand by the  Guarantor  pursuant to
Section  9.07(a)  or (ii) as a result of a payment  or  Conversion  pursuant  to
Section 2.08,  2.10 or 2.12, the Borrower of such Advance shall,  upon demand by
such Lender (with a copy of such demand to the Agent),  pay to the Agent for the
account of such Lender any amounts  required to  compensate  such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion,  including,  without limitation, any loss (including
loss of  anticipated  profits),  cost  or  expense  incurred  by  reason  of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance. If the amount of the Committed Currency purchased
by any Lender in the case of a Conversion or exchange of Advances in the case of
Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender's liability
in respect  of such  Advances,  such  Lender  agrees to remit to the  applicable
Borrower such excess.

            (d) Without  prejudice to the survival of any other agreement of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in Sections 2.11,  2.14 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

            SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence and during
the  continuance  of any Event of Default  and (ii) the making of the request or
the granting of the consent  specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable  pursuant to the  provisions  of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest  extent  permitted by law, to set off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness  at any time owing by such  Lender or such
Affiliate to or for the credit or the account of any Loan Party  against any and
all of the  obligations of such Loan Party now or hereafter  existing under this
Agreement  and any Note held by such  Lender,  whether or not such Lender  shall
have  made any  demand  under  this  Agreement  or such Note and  although  such
obligations  may be  unmatured.  Each  Lender  agrees  promptly  to  notify  the
applicable Loan Party after any such set-off and application,  provided that the
failure to give such notice  shall not affect the  validity of such  set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including,  without limitation,  other
rights of set-off) that such Lender and its Affiliates may have.

            SECTION 9.06. Binding Effect.  This Agreement shall become effective
(other than Section 2.01, which shall only become effective upon satisfaction of
the  conditions  precedent  set forth in  Section  3.01) when it shall have been
executed  by each Loan  Party and the Agent and when the Agent  shall  have been
notified by each  Initial  Lender that such  Initial  Lender has executed it and
thereafter  shall be binding upon and inure to the benefit of the Loan  Parties,
the Agent and each Lender and their  respective  successors and assigns and each
Indemnified Party,  except that no Loan Party shall have the right to assign its
rights  hereunder or any interest  herein  without the prior written  consent of
each of the Lenders.

            SECTION 9.07.  Assignments and  Participations.  (a) Each Lender may
and, if demanded by the Guarantor (following a demand by such Lender pursuant to
Section  2.11 or 2.14) upon at least five  Business  Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement  (including,  without limitation,  all or a
portion  of its  Revolving  Credit  Commitment,  its  Unissued  Letter of Credit
Commitment,  the Advances owing to it, its  participations  in Letters of Credit
and the Note or  Notes  held by it);  provided,  however,  that  (i)  each  such
assignment shall be of a constant,  and not a varying,  percentage of all rights
and obligations  under this Agreement,  (ii) except in the case of an assignment
to a Person  that,  immediately  prior to such  assignment,  was a Lender  or an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount  of  the  Revolving  Credit  Commitment  or  Unissued  Letter  of  Credit
Commitment  of the  assigning  Lender  being  assigned  pursuant  to  each  such
assignment  (determined as of the date of the  Assignment  and  Acceptance  with
respect to such  assignment)  shall in no event be less than  $10,000,000  or an
integral  multiple of $1,000,000 in excess  thereof unless the Guarantor and the
Agent  otherwise  agree,  (iii)  each such  assignment  shall be to an  Eligible
Assignee,  (iv)  each  such  assignment  made as a  result  of a  demand  by the
Guarantor  pursuant to this Section  9.07(a)  shall be arranged by the Guarantor
after  consultation  with the Agent and shall be either an  assignment of all of
the rights and  obligations  of the assigning  Lender under this Agreement or an
assignment of a portion of such rights and obligations  made  concurrently  with
another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement,


                                       43


(v) no Lender shall be obligated  to make any such  assignment  as a result of a
demand by the Guarantor  pursuant to this Section  9.07(a) unless and until such
Lender shall have received one or more payments from either the Borrowers or one
or more  Eligible  Assignees  in an  aggregate  amount  at  least  equal  to the
aggregate  outstanding  principal  amount of the Advances  owing to such Lender,
together with accrued  interest thereon to the date of payment of such principal
amount and all other  amounts  payable to such Lender under this  Agreement  and
(vi) the parties to each such assignment shall execute and deliver to the Agent,
for its acceptance and recording in the Register,  an Assignment and Acceptance,
together  with  any  Note  subject  to  such  assignment  and a  processing  and
recordation  fee of  $3,500,  payable by the  parties  to each such  assignment,
provided,  however,  that in the case of each  assignment  made as a result of a
demand by the Guarantor,  such recordation fee shall be payable by the Guarantor
except  that  no  such  recordation  fee  shall  be  payable  in the  case of an
assignment made at the request of the Guarantor to an Eligible  Assignee that is
an existing  Lender.  Upon such execution,  delivery,  acceptance and recording,
from and after the effective date specified in each  Assignment and  Acceptance,
(x) the  assignee  thereunder  shall be a party  hereto  and, to the extent that
rights and  obligations  hereunder  have been  assigned  to it  pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender  assignor  thereunder  shall,  to the extent  that rights and
obligations  hereunder have been assigned by it pursuant to such  Assignment and
Acceptance,  relinquish  its rights  (other than its rights under  Section 2.11,
2.14 and 9.04 to the extent  any claim  thereunder  relates to an event  arising
prior such  assignment)  and be released  from its  obligations  (other than its
obligations under Section 8.05 to the extent any claim thereunder  relates to an
event arising prior to such  assignment)  under this Agreement (and, in the case
of an Assignment  and  Acceptance  covering all or the  remaining  portion of an
assigning  Lender's  rights and obligations  under this  Agreement,  such Lender
shall cease to be a party hereto).

            (b) By executing and  delivering an Assignment and  Acceptance,  the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties  hereto as follows:  (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or  warranty  and  assumes no  responsibility  with  respect to any  statements,
warranties or  representations  made in or in connection  with this Agreement or
the execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection  with,  this  Agreement or any
other  instrument or document  furnished  pursuant  hereto;  (ii) such assigning
Lender makes no representation  or warranty and assumes no  responsibility  with
respect  to the  financial  condition  of any Loan Party or the  performance  or
observance by any Loan Party of any of its  obligations  under this Agreement or
any other instrument or document furnished pursuant hereto;  (iii) such assignee
confirms that it has received a copy of this Agreement,  together with copies of
the financial  statements  referred to in Section 4.01 and such other  documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently  and without reliance upon the Agent, such assigning Lender or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee;  (vi) such assignee appoints and authorizes the Agent to take
such  action as agent on its behalf and to exercise  such powers and  discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably  incidental thereto; and (vii)
such assignee  agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

            (c) Upon its receipt of an Assignment and Acceptance  executed by an
assigning Lender and an assignee  representing that it is an Eligible  Assignee,
together with any Note or Notes subject to such assignment,  the Agent shall, if
such  Assignment and Acceptance has been completed and is in  substantially  the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information  contained  therein in the Register and (iii) give prompt notice
thereof to the Borrowers.

            (d) The Agent shall  maintain at its address  referred to in Section
9.02 a copy of each  Assumption  Agreement and each  Assignment  and  Acceptance
delivered to and accepted by it and a register for the  recordation of the names
and addresses of the Lenders and the Commitment of, and principal  amount of the
Advances owing to, each Lender from time to time (the  "Register").  The entries
in the  Register  shall be  conclusive  and  binding  for all  purposes,  absent
manifest  error,  and each Loan Party,  the Agent and the Lenders may treat each
Person  whose name is recorded in the  Register  as a Lender  hereunder  for all
purposes of this Agreement. The


                                       44


Register  shall be available  for  inspection by any Loan Party or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

            (e) Each  Lender  may sell  participations  to one or more  banks or
other entities  (other than the Guarantor or any of its Affiliates) in or to all
or a portion of its  rights and  obligations  under this  Agreement  (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and any Note or Notes held by it);  provided,  however,  that (i) such  Lender's
obligations under this Agreement (including,  without limitation, its Commitment
to the  Borrowers  hereunder)  shall  remain  unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such obligations, (iii) such Lender shall remain the holder of any such Note for
all  purposes of this  Agreement,  (iv) the  Borrowers,  the Agent and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's  rights and  obligations  under this Agreement and
(v) no participant under any such participation  shall have any right to approve
any amendment or waiver of any  provision of this  Agreement or any Note, or any
consent to any departure by any Loan Party therefrom,  except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Advances or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of  principal  of, or interest  on, the  Advances  or any fees or other  amounts
payable hereunder, in each case to the extent subject to such participation,  or
reduce or limit the  obligations of the Guarantor  under Section 7.01 or release
the Guarantor from its obligations under Article VII.

            (f)  Any  Lender  may,  in   connection   with  any   assignment  or
participation or proposed  assignment or participation  pursuant to this Section
9.07,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant,  any information relating to the Guarantor furnished to such Lender
by or on behalf of the Guarantor;  provided that,  prior to any such disclosure,
the assignee or participant or proposed  assignee or participant  shall agree to
preserve the  confidentiality  of any Confidential  Information  relating to the
Guarantor received by it from such Lender.

            (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time  create a security  interest in all or any portion of
its rights under this Agreement  (including,  without  limitation,  the Advances
owing to it and any Note or Notes  held by it) in favor of any  Federal  Reserve
Bank in  accordance  with  Regulation A of the Board of Governors of the Federal
Reserve System.

            SECTION  9.08.  Confidentiality.  Neither  the Agent nor any  Lender
shall  disclose any  Confidential  Information  to any other Person  without the
consent  of the  Guarantor,  other  than  (a) to the  Agent's  or such  Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated  by  Section  9.07(f),  to  actual  or  prospective  assignees  and
participants, and then only on a confidential basis, (b) as required by any law,
rule or  regulation  or judicial  process,  (c) as  requested or required by any
state,  federal or foreign authority or examiner regulating banks or banking and
(d) in  connection  with the  exercise of any  remedies  hereunder  or any suit,
action or proceeding  relating to this  Agreement or the  enforcement  of rights
hereunder.

            SECTION 9.09.  Governing  Law. This Agreement and the Notes shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York.

            SECTION  9.10.  Execution in  Counterparts.  This  Agreement  may be
executed  in any  number of  counterparts  and by  different  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.  Delivery of an  executed  counterpart  of a  signature  page to this
Agreement by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Agreement.

            SECTION  9.11.  Judgment.  (a)  If for  the  purposes  of  obtaining
judgment in any court it is necessary to convert a sum due  hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may  effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking  procedures the Agent could purchase Dollars with
such  other  currency  at  Citibank's  principal  office in London at 11:00 A.M.
(London  time) on the Business  Day  preceding  that on which final  judgment is
given.

            (b) If for the  purposes  of  obtaining  judgment in any court it is
necessary to convert a sum due  hereunder in a Committed  Currency into Dollars,
the parties agree to the fullest extent that they may effectively do


                                       45


so, that the rate of  exchange  used shall be that at which in  accordance  with
normal banking  procedures the Agent could purchase such Committed Currency with
Dollars at Citibank's  principal office in London at 11:00 A.M. (London time) on
the Business Day preceding that on which final judgment is given.

            (c) The  obligation  of the Borrowers in respect of any sum due from
it in any currency (the "Primary Currency") to any Lender or the Agent hereunder
shall, notwithstanding any judgment in any other currency, be discharged only to
the extent  that on the  Business  Day  following  receipt by such Lender or the
Agent  (as the case  may be),  of any sum  adjudged  to be so due in such  other
currency,  such Lender or the Agent (as the case may be) may in accordance  with
normal banking  procedures  purchase the applicable  Primary  Currency with such
other currency; if the amount of the applicable Primary Currency so purchased is
less than  such sum due to such  Lender or the Agent (as the case may be) in the
applicable Primary Currency,  the Borrowers agree, as a separate  obligation and
notwithstanding any such judgment, to indemnify such Lender or the Agent (as the
case may be)  against  such loss,  and if the amount of the  applicable  Primary
Currency so  purchased  exceeds  such sum due to any Lender or the Agent (as the
case may be) in the applicable  Primary  Currency,  such Lender or the Agent (as
the case may be) agrees to remit to the applicable Borrower such excess.

            SECTION  9.12.  Jurisdiction,  Etc.  (a) Each of the parties  hereto
hereby irrevocably and unconditionally  submits, for itself and its property, to
the  nonexclusive  jurisdiction  of any New York State court or federal court of
the United States of America  sitting in New York City, and any appellate  court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for  recognition or enforcement of any judgment,  and
each of the parties hereto hereby  irrevocably and  unconditionally  agrees that
all  claims  in  respect  of any such  action  or  proceeding  may be heard  and
determined in any such New York State court or, to the extent  permitted by law,
in such federal court.  The Loan Parties hereby agree that service of process in
any such action or proceeding brought in the any such New York State court or in
such  federal  court may be made upon the  Guarantor  at its offices at One East
Weaver Street, Greenwich,  Connecticut 06831 Attention:  General Counsel and the
Loan Parties hereby  irrevocably  appoint the Guarantor its authorized  agent to
accept such service of process,  and agrees that the failure of the Guarantor to
give any notice of any such  service  shall not impair or affect the validity of
such  service or of any  judgment  rendered  in any action or  proceeding  based
thereon.  Each Loan Party hereby further irrevocably  consents to the service of
process in any action or proceeding in such courts by the mailing thereof by any
parties hereto by registered or certified mail,  postage  prepaid,  to such Loan
Party at its address  specified  pursuant to Section  9.02.  Each of the parties
hereto agrees that a final  judgment in any such action or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall affect any
right  that any  party may  otherwise  have to bring  any  action or  proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

            (b)  Each of the  parties  hereto  irrevocably  and  unconditionally
waives,  to the  fullest  extent  it may  legally  and  effectively  do so,  any
objection  that it may now or hereafter have to the laying of venue of any suit,
action or proceeding  arising out of or relating to this  Agreement or the Notes
in any New York  State or  federal  court.  Each of the  parties  hereto  hereby
irrevocably  waives,  to the fullest extent  permitted by law, the defense of an
inconvenient  forum to the  maintenance of such action or proceeding in any such
court.

            SECTION 9.13. Substitution of Currency. If a change in any Committed
Currency  occurs  pursuant to any  applicable  law,  rule or  regulation  of any
governmental,  monetary or multi-national  authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate) will be amended to the
extent  determined by the Agent (acting  reasonably and in consultation with the
Guarantor)  to be  necessary  to reflect the change in  currency  and to put the
Lenders and the Borrowers in the same  position,  so far as possible,  that they
would have been in if no change in such Committed Currency had occurred.

            SECTION  9.14.  No Liability  of the Issuing  Banks.  The  Borrowers
assume all risks of the acts or omissions of any  beneficiary  or  transferee of
any Letter of Credit with  respect to its use of such Letter of Credit.  Neither
an  Issuing  Bank  nor any of its  officers  or  directors  shall be  liable  or
responsible  for:  (a) the use that may be made of any  Letter  of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith;  (b)
the validity,  sufficiency or genuineness  of documents,  or of any  endorsement
thereon,  even if  such  documents  should  prove  to be in any or all  respects
invalid,  insufficient,  fraudulent or forged;  (c) payment by such Issuing Bank
against  presentation of documents that do not comply with the terms of a Letter
of Credit,  including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances


                                       46


whatsoever  in making or  failing  to make  payment  under any Letter of Credit,
except that the  applicable  Borrower  shall have a claim  against  such Issuing
Bank, and such Issuing Bank shall be liable to such  Borrower,  to the extent of
any direct, but not  consequential,  damages suffered by such Borrower that were
caused by (i) such Issuing  Bank's  willful  misconduct  or gross  negligence in
determining  whether documents  presented under any Letter of Credit comply with
the terms of such Letter of Credit or (ii) such Issuing Bank's grossly negligent
or willful  failure to make lawful  payment  under a Letter of Credit  after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit.  In furtherance and not in limitation of
the foregoing,  such Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation,  regardless of
any notice or information to the contrary.

            SECTION 9.15. Patriot Act. Each Lender hereby notifies the Guarantor
and each the Borrower that pursuant to the  requirements  of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is  required  to obtain,  verify and record  information  that  identifies  each
borrower,  guarantor or grantor (the "Loan Parties"), which information includes
the name and  address of each Loan Party and other  information  that will allow
such Lender to identify such Loan Party in accordance with the Act.


                                       47


            SECTION 9.16.  Waiver of Jury Trial.  Each of the Loan Parties,  the
Agent and the Lenders  hereby  irrevocably  waives all right to trial by jury in
any action,  proceeding  or  counterclaim  (whether  based on contract,  tort or
otherwise)  arising  out of or relating  to this  Agreement  or the Notes or the
actions  of  the  Agent  or  any  Lender  in  the  negotiation,  administration,
performance or enforcement thereof.

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

                                     OMNICOM FINANCE INC., as Borrower

                                     By:      /s/ Dennis E. Hewitt
                                              ----------------------------------
                                     Title:   Director & Treasurer

                                     OMNICOM CAPITAL INC., as Borrower

                                     By:      /s/ Dennis E. Hewitt
                                              ----------------------------------
                                     Title:   President & CEO

                                     OMNICOM FINANCE PLC., as Borrower

                                     By:      /s/ Dennis E. Hewitt
                                              ----------------------------------
                                     Title:   Director

                                     By:      /s/ A. Phipkin
                                              ----------------------------------
                                     Title:   Director of Finance and Operations

                                     OMNICOM GROUP INC., as Guarantor

                                     By:      /s/ Dennis E. Hewitt
                                              ----------------------------------
                                     Title:   Director

                                     CITIBANK, N.A., as Agent

                                     By        /s/ Carolyn A. Kee
                                              ----------------------------------
                                     Title:   Vice President


                                       48


                              Initial Issuing Banks
                              ---------------------

Letter of Credit Commitment
---------------------------

$100,000,000                                           CITIBANK, N.A.

                                                       By     /s/ Carolyn A. Kee
                                                              ------------------
                                                       Title: Vice President

$100,000,000  Total of the Letter of Credit Commitments

Revolving Credit Commitment
---------------------------

                                 Initial Lenders
                                 ---------------

Commitment
----------

$161,250,000                          CITIBANK, N.A.

                                      By       /s/ Carolyn A. Kee
                                               ---------------------------------
                                      Title:   Vice President

$161,250,000                          JPMORGAN CHASE BANK

                                      By       /s/ James L. Stone
                                               ---------------------------------
                                      Title:   Managing Director

$131,250,000                          ABN AMRO BANK N.V.

                                      By       /s/ Richard R. Stone
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ David Carrington
                                               ---------------------------------
                                      Title:   Director

$131,250,000                          HSBC BANK USA

                                      By       /s/Johan Sorensson
                                               ---------------------------------
                                      Title:   Senior Vice President

                                 Managing Agents
                                 ---------------

$112,500,000                          BANK OF AMERICA, N.A.

                                      By       /s/Bryan A. Smith
                                               ---------------------------------
                                      Title:   Vice President

$112,500,000                          SOCIETE GENERALE

                                      By       /s/ Elaine Khalil
                                               ---------------------------------
                                      Title:   Director


                                       49


$75,000,000                           SUMITOMO MITSUI BANKING CORPORATION

                                      By       /s/ Robert H. Riley, III
                                               ---------------------------------
                                      Title:   Senior Vice President

$75,000,000                           WACHOVIA BANK, NATIONAL ASSOCIATION

                                      By       /s/ Steven Hipsman
                                               ---------------------------------
                                      Title:   Director

                                  Lenders
                                  -------

$45,000,000                           BANCO BILBAO VIZCAYA ARGENTARIA

                                      By       /s/ Hector O. Villegas
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ Santiago Hernandez
                                               ---------------------------------
                                      Title:   Vice President

$37,500,000                           THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                      By       /s/ Lillian Kim
                                               ---------------------------------
                                      Title:   Vice President

$37,500,000                           BARCLAYS BANK PLC

                                      By       /s/ Nicholas Bell
                                               ---------------------------------
                                      Title:   Director

$37,500,000                           BNP PARIBAS

                                      By       /s/ Simone G. Vinocour McKeever
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ Nanette Baudon
                                               ---------------------------------
                                      Title:   Vice President

$37,500,000                           DANSKE BANK A/S

                                      By       /s/ Henrik M. Jenson
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ David A. Wagner
                                               ---------------------------------
                                      Title:   Assistant Vice President

$37,500,000                           FORTIS CAPITAL CORP.

                                      By       /s/ Henk Raison
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ John C. Preneta
                                               ---------------------------------
                                      Title:   Executive Vice President


                                       50


$37,500,000                           PNC BANK, NATIONAL ASSOCIATION

                                      By       /s/ Donald Davis
                                               ---------------------------------
                                      Title:   Managing Director

$37,500,000                           U.S. BANK NATIONAL ASSOCIATION

                                      By       /s/ John Franceschi
                                               ---------------------------------
                                      Title:   Vice President

$33,750,000                           THE NORTHERN TRUST COMPANY

                                      By       /s/ Christopher McKean
                                               ---------------------------------
                                      Title:   Second Vice President

$30,000,000                           WELLS FARGO BANK

                                      By       /s/ Bradley A. Hardy
                                               ---------------------------------
                                      Title:   Senior Vice President

$26,250,000                           UBS LOAN FINANCE LLC

                                      By       /s/ Barbara Ezell-McMichael
                                               ---------------------------------
                                      Title:   Associate Director

$22,500,000                           SANPAOLO IMI S.p.A.

                                      By       /s/ Kathy R. Lesse
                                               ---------------------------------
                                      Title:   Vice President

                                      By       /s/ Renato Carducci
                                               ---------------------------------
                                      Title:   General Manager

$18,750,000                           ALLIED IRISH BANK

                                      By       /s/ Sonya Iovieno
                                               ---------------------------------
                                      Title:   Relationship Manager

                                      By       /s/ Rod McKenzie
                                               ---------------------------------
                                      Title:   Senior Manager

$18,750,000                           MIZUHO CORPORATE BANK, LTD.

                                      By       /s/ Mark Gronich
                                               ---------------------------------
                                      Title:   Senior Vice President

$18,750,000                           NORDEA BANK

                                      By       /s/ Henrik M. Steffensen
                                               ---------------------------------
                                      Title:   First Vice President

                                      By       /s/ Gerald E. Chelius, Jr.
                                               ---------------------------------
                                      Title:   Second Vice President


                                       51


$18,750,000                           RBC CENTURA BANK

                                      By       /s/ E. Mark Stubblefield
                                               ---------------------------------
                                      Title:   Market Manager

$18,750,000                           WESTPAC BANKING CORPORATION

                                      By       /s/ Tony Smith
                                               ---------------------------------
                                      Title:   Vice President

$15,000,000                           THE BANK OF NOVA SCOTIA

                                      By       /s/ Todd S. Meller
                                               ---------------------------------
                                      Title:   Managing Director

                                      SCOTIABANK EUROPE PLC

                                      By        /s/ Randy Szuch
                                               ---------------------------------
                                      Title:    Managing Director

$11,250,000                           FIFTH THIRD BANK

                                      By       /s/ John Chapman
                                               ---------------------------------
                                      Title:   Assistant Vice President

$1,500,000,000    Total of the Commitments


                                       52


                                                                      SCHEDULE I
                                                                   OMNICOM GROUP
                                 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES

---------------------------------------------------------------------------------------------------------------------- Name of Initial Lender Domestic Lending Office Eurodollar Lending Office ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ABN Amro Bank N.V. 208 South LaSalle Street 208 South LaSalle Street Suite 1500 Suite 1500 Chicago, IL 60604 Chicago, IL 60604 Attn: Steven Smagur Attn: Steven Smagur F: 312 992-5111 F: 312 992-5111 ---------------------------------------------------------------------------------------------------------------------- Allied Irish Banks, PLC Business Support Unit Business Support Unit Bankcentre Bankcentre Ballsbridge Dublin 4 Ballsbridge Dublin 4 Ireland Ireland Attn: Antoinette Dunleavy Attn: Antoinette Dunleavy T: 44 207 726-8734 T: 44 207 726-8734 F: 44 207 726-8735 F: 44 207 726-8735 ---------------------------------------------------------------------------------------------------------------------- Banco Bilbao Vizcaya Argentaria 1345 Avenue of the Americas 1345 Avenue of the Americas 45th Floor 45th Floor New York, NY 10105 New York, NY 10105 Attn: Hector Villegas Attn: Hector Villegas T: 212 728-1513 T: 212 728-1513 F: 212 333-2904 F: 212 333-2904 ---------------------------------------------------------------------------------------------------------------------- Bank of America, N.A. 1850 Gateway Blvd., 5th Floor 1850 Gateway Blvd., 5th Floor Concord, CA Concord, CA Attn: Vilma Tang Attn: Vilma Tang T: 925 675-7336 T: 925 675-7336 F: 888 969-9285 F: 888 969-9285 ---------------------------------------------------------------------------------------------------------------------- The Bank of Nova Scotia 1 Liberty Plaza, 24th Floor 1 Liberty Plaza, 24th Floor New York, NY 10006 New York, NY 10006 Attn: Victor Chevallier Attn: Victor Chevallier T: 212 225-5064 T: 212 225-5064 F: 212 225-5145 F: 212 225-5145 ---------------------------------------------------------------------------------------------------------------------- The Bank of Tokyo-Mitsubishi Trust Company 1251 Avenue of the Americas 1251 Avenue of the Americas New York, NY 10020 New York, NY 10020 Attn: Rolando Uy Attn: Rolando Uy T: 201 413-8570 T: 201 413-8570 F: 201 521-2304 F: 201 521-2304 ---------------------------------------------------------------------------------------------------------------------- Barclays Bank PLC 200 Park Avenue 200 Park Avenue New York, NY 10163 New York, NY 10163 Attn: Eddie Cotto Attn: Eddie Cotto T: 212 412 3710 T: 212 412 3710 F: 212 412 5306 F: 212 412-5306 ---------------------------------------------------------------------------------------------------------------------- BNP Paribas 919 Third Avenue 919 Third Avenue New York, NY 10022 New York, NY 10022 Attn: James Broaders Attn: James Broaders T: 212 471-6630 T: 212 471-6630 F: 212 471-6603 F: 212 471-6603 ----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------- Name of Initial Lender Domestic Lending Office Eurodollar Lending Office ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- Citibank, N.A. Two Penns Way Two Penns Way New Castle, DE 19720 New Castle, DE 19720 Attn: Timothy Smith Attn: Timothy Smith T: 302 894-6059 T: 302 894-6059 F: 212 994-0961 F: 212 994-0961 ---------------------------------------------------------------------------------------------------------------------- Danske Bank A/S 299 Park Avenue, 14th Floor 299 Park Avenue, 14th Floor New York, NY 10171 New York, NY 10171 Attn: Joseph Brandariz Attn: Joseph Brandariz T: 212 984-8430 T: 212 984-8430 F: 212 984-9570 F: 212 984-9570 ---------------------------------------------------------------------------------------------------------------------- Fifth Third Bank 38 Fountain Square 38 Fountain Square Cincinnati, OH Cincinnati, OH Attn: Ann Pierson Attn: Ann Pierson T: 513 534-5295 T: 513 534-5295 F: 513 534-5947 F: 513 534-5947 ---------------------------------------------------------------------------------------------------------------------- Fortis Capital Corp. 301 Tresser Blvd. 301 Tresser Blvd. 9th Floor 9th Floor Stamford, CT 06901 Stamford, CT 06901 Attn: Hui Wang Attn: Hui Wang T: 203 705-5758 T: 203 705-5758 F: 203 705-5899 F: 203 705-5899 ---------------------------------------------------------------------------------------------------------------------- HSBC Bank USA One HSBC Center 26th Floor One HSBC Center 26th Floor Buffalo, NY 14203 Buffalo, NY 14203 Attn: Donna L. Riley Attn: Donna L. Riley T: 716 841-4178 T: 716 841-4178 F: 716 841-0269 F: 716 841-0269 ---------------------------------------------------------------------------------------------------------------------- JPMorgan Chase Bank One Chase Manhattan Plaza One Chase Manhattan Plaza New York, NY 10081 New York, NY 10081 Attn: Donna Montgomery Attn: Donna Montgomery T: 212 522-7477 T: 212 522-7477 F: 212 552-5700 F: 212 552-5700 ---------------------------------------------------------------------------------------------------------------------- Mizuho Corporate Bank, Ltd. Harborside Financial Center Harborside Financial Center 1800 Plaza Ten 1800 Plaza Ten Jersey City, NJ 07311-4098 Jersey City, NJ 07311-4098 Attn: Sophia White-Lammond Attn: Sophia White-Lammond T: 201 626-9134 T: 201 626-9134 F: 201 626-9950 F: 201 626-9950 ---------------------------------------------------------------------------------------------------------------------- Nordea Bank Finland Plc 437 Madison Avenue, 21st floor 437 Madison Avenue, 21st floor New York, NY 10022 New York, NY 10022 Attn: Sonia Earle Attn: Sonia Earle T: 212-318-9596 T: 212-318-9596 F: 212-750-9118 F: 212-750-9118 ---------------------------------------------------------------------------------------------------------------------- The Northern Trust Company 50 South LaSalle Street 50 South LaSalle Street Chicago, IL 60675 Chicago, IL 60675 Attn: Andrea Pasch Attn: Andrea Pasch T: 312 444-3498 T: 312 444-3498 F: 312 630-1566 F: 312 630-1566 ---------------------------------------------------------------------------------------------------------------------- PNC Bank, National Association 500 First Avenue 500 First Avenue Pittsburgh, PA 15219 Pittsburgh, PA 15219 Attn: April Atwater Attn: April Atwater T: 412 766-6214 T: 412 766-6214 F: 412 766-4586 F: 412 766-4586 ----------------------------------------------------------------------------------------------------------------------
2
---------------------------------------------------------------------------------------------------------------------- Name of Initial Lender Domestic Lending Office Eurodollar Lending Office ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- RBC Centura Bank 200 Providence Road 200 Providence Road 3rd Floor 3rd Floor Charlotte, NC 28207 Charlotte, NC 28207 Attn: Beth Wright Attn: Beth Wright T: 704 686-1588 T: 704 686-1588 F: 704 686-1499 F: 704 686-1499 ---------------------------------------------------------------------------------------------------------------------- SANPAOLO IMI S.p.A. 245 Park Avenue, 35th Floor 245 Park Avenue, 35th Floor New York, NY 10167 New York, NY 10167 Attn: Jerry Suarez Attn: Jerry Suarez T: 212 692-3075 T: 212 692-3075 F: 212 692-3178 F: 212 692-3178 ---------------------------------------------------------------------------------------------------------------------- Scotiabank Europe plc Scotia House Scotia House 33 Finsbury Square 33 Finsbury Square London London EC2A 1BB EC2A 1BB Attn: Martin Neal / Lee Boden Attn: Martin Neal / Lee Boden T: 00 44 20 7826 5869 / 5633 T: 00 44 20 7826 5869 / 5633 F: 00 44 20 7826 5617 F: 00 44 20 7826 5617 ---------------------------------------------------------------------------------------------------------------------- Societe Generale 2100 Ross Avenue 2100 Ross Avenue Dallas, TX 75201 Dallas, TX 75201 Attn: Trina Hooves Attn: Trina Hooves T: 214 979-2742 T: 214 979-2742 F: 214 754-0171 F: 214 754-0171 ---------------------------------------------------------------------------------------------------------------------- Sumitomo Mitsui Banking Corporation 277 Park Avenue 277 Park Avenue New York, NY 10172 New York, NY 10172 Attn: David Speir Attn: David Speir F: 212 224-4384 F: 212 224-4384 ---------------------------------------------------------------------------------------------------------------------- UBS Loan Finance LLC 677 Washington Blvd. 677 Washington Blvd. Stamford, CT 06901 Stamford, CT 06901 Attn: Marie Haddad Attn: Marie Haddad T: 203 719-5609 T: 203 719-5609 F: 203 719-3888 F: 203 719-3888 ---------------------------------------------------------------------------------------------------------------------- U.S. Bank National Association 777 East Wisconsin Avenue 777 East Wisconsin Avenue Mail Code MK-WI-TGCB Mail Code MK-WI-TGCB Milwaukee, WI 53202 Milwaukee, WI 53202 Attn: John Franceschi Attn: John Franceschi T: 414 765-5656 T: 414 765-5656 ---------------------------------------------------------------------------------------------------------------------- Wachovia Bank, National Association 201 South College Street, CP-17 201 South College Street, CP-17 Charlotte, NC 28288 Charlotte, NC 28288 Attn: Sharon Gibson Attn: Sharon Gibson T: 704 715-7608 T: 704 715-7608 F: 704 374-2802 F: 704 374-2802 ---------------------------------------------------------------------------------------------------------------------- Wells Fargo Bank 201 Third Street 201 Third Street MAC A0187-081 MAC A0187-081 San Francisco, CA 94103 San Francisco, CA 94103 Attn: Cindy Dunn Attn: Cindy Dunn T: 415 477-5431 T: 415 477-5431 F: 415 979-0675 F: 415 979-0675 ---------------------------------------------------------------------------------------------------------------------- Westpac Banking Corporation 255 Elizabeth Street, 3rd Floor 255 Elizabeth Street, 3rd Floor Sydney, Australia 2000 Sydney, Australia 2000 Attn: Loan Operations Attn: Loan Operations F: 011 44 207 621-7608 F: 011 44 207 621-7608 ----------------------------------------------------------------------------------------------------------------------
3 SCHEDULE 3.01(b) ---------------- DISCLOSED LITIGATION Beginning on June 13, 2002, several proposed class actions were filed against Omnicom Group Inc. ("OGI") and certain of OGI's senior executives in the United States District Court for the Southern District of New York. The actions have since been consolidated under the caption In re Omnicom Group Inc. Securities Litigation, No. 02-CV4483 (RCC) on behalf of a proposed class of purchasers of OGI's common stock between February 20, 2001 and June 11, 2002. The consolidated amended complaint alleges among other things that OGI's public filings and other public statements during that period contained false and misleading statements or omitted to state material information relating to (1) OGI's calculation of the organic growth component of period-to-period revenue growth, (2) OGI's valuation of certain internet investments made by OGI's Communicade Group, which OGI contributed to Seneca Investments LLC in 2001, and (3) the existence and amount of certain contingent future obligations in respect of acquisitions. The complaint seeks an unspecified amount of compensatory damages plus costs and attorneys' fees. Defendants have moved to dismiss the complaint. The court has not yet decided the motion. Discovery has not yet commenced in this proceeding. In addition to the proceedings described above, a shareholder derivative action was filed on June 28, 2002 in New York State Court in New York City by a plaintiff shareholder, purportedly on OGI's behalf, alleging breaches of fiduciary duty, disclosure failures, abuse of control and gross mismanagement in connection with the formation of Seneca Investments LLC, including as a result of open-market sales of OGI's common shares by OGI's chairman and two former employee directors. The complaint seeks the imposition of a constructive trust on profits received in the stock sales, an unspecified amount of money damages and attorneys' fees and other costs. A motion has been filed to dismiss this action. Subsequently, the parties agreed to stay further proceedings in this case pending additional developments in the class action cases described above. Management presently expects to defend these cases vigorously. Currently, OGI is unable to determine the outcome of these cases and the effect on OGI's financial position or results of operations. The outcome of any of these matters is inherently uncertain and may be affected by future events. SCHEDULES 5.02(a) AND 5.02(d) ----------------------------- EXISTING LIENS AND EXISTING DEBT
Amount Due Subsidiary Borrower Lender(s) Each Lender Total Debt ------------------- --------- ----------- ---------- DAS Fitzgerald Citizens Leasing Corp. 256,643 CIT Group 165,688 BankNorth 154,982 577,293 DAS Fleishman-Hillard JTA 1,573 SBC Capital Inc. 4,030 5,603 DAS Gavin Anderson NEC Leasing 14,680 Bank of Tokyo Mitsubishi 479,350 Daimler Chrysler 16,140 510,170 DAS GMR Key Corporate Financial 113,370 113,370 DAS GPC Domestic Lucent 14,228 Xerox 9,717 23,945 DAS Grizzard Xerox 29,563 29,563 DAS Interbrand Corp. Key Equipment Finance 130,713 130,713 DAS Matthews Media Group Inc. NTFC Capital 18,204 18,204 DAS National In-Store Advanta 7,533 Chesterfield 3,997 USBancorp 55,201 LPI 4,144 Safeline 6,380 77,255 DAS Porter Novelli Steelcase 57,122 NEC Leasing 17,815 74,937 DAS The Promotion Network GMAC 44,005 44,055 DAS TPG Newcourt Leasing 46,244 Copelco Capital 16,549 Wells Fargo 11,154 Citicorp 15,618 89,545 DAS U30 Group Dryad 16,289 16,289 OMG Organic Wells Fargo 4,666 Neopost 2,389 7,055 Cardinia Real Estate Osprey House 17,044,598 17,044,598 ----------- ----------- TOTAL $18,748,289 $18,748,289 =========== ===========
Omnicom Group Inc. has three zero coupon convertible bonds outstanding maturing in 2031, 2032 and 2033. The principal amounts outstanding for each of these bonds are $847,031,000, $892,273,000 and $600,000,000, respectively. In addition, Omnicom Group Inc. has a 5.20% Euro-denominated note with a principal amount outstanding of (euro)152,449,017. EXHIBIT A - FORM OF PROMISSORY NOTE U.S.$_______________ Dated: _______________, 200_ FOR VALUE RECEIVED, the undersigned, [OMNICOM FINANCE INC., a Delaware corporation][OMNICOM CAPITAL INC., a Connecticut corporation][OMNICOM FINANCE PLC, a corporation organized under the laws of England and Wales], (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Amended and Restated Five Year Credit Agreement dated as of May 24, 2004 among the Borrowers referred to therein (including the undersigned), the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as lead arrangers and book managers, ABN AMRO Bank N.V., as syndication agent, JPMorgan Chase Bank and HSBC Bank USA, as documentation agents, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding, subject to Section 2.10(b) of the Credit Agreement, 103% of the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. [OMNICOM FINANCE INC.] [OMNICOM CAPITAL INC.] [OMNICOM FINANCE PLC] By ___________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL
-------------------------------------------------------------------------------------------------------------------------------- Amount of Date Amount of Principal Paid Unpaid Principal Notation Advance or Prepaid Balance Made By -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------
2 EXHIBIT B - FORM OF NOTICE OF BORROWING Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below Two Penns Way New Castle, Delaware 19720 [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, [Omnicom Finance Inc.][Omnicom Capital Inc.][Omnicom Finance plc], (the "Borrower"), refers to the Amended and Restated Five Year Credit Agreement, dated as of May 24, 2004 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the Borrowers referred to therein (including the undersigned), certain Lenders parties thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as lead arrangers and book managers, ABN AMRO Bank N.V., as syndication agent, JPMorgan Chase Bank and HSBC Bank USA, as documentation agents, and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, 200_. (ii) The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances]. (iii) The aggregate amount of the Proposed Borrowing is $_______________][for a Borrowing in a Committed Currency, list currency and amount of Borrowing]. [(iv) The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is _____ month[s]. [If nine or twelve months is selected, specify alternate Interest Period of one, two, three or six months.] The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof)) are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (B) no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default. Very truly yours, [OMNICOM FINANCE INC.] [OMNICOM CAPITAL INC.] [OM NICOM FINANCE PLC] By __________________ Title: 2 EXHIBIT C - FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Amended and Restated Five Year Credit Agreement dated as of May 24, 2004 (as amended or modified from time to time, the "Credit Agreement") among Omnicom Finance Inc., Omnicom Capital Inc. and Omnicom Finance plc (the "Borrowers"), Omnicom Group Inc. (the "Guarantor"), the Lenders (as defined in the Credit Agreement), Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as lead arrangers and book managers, ABN AMRO Bank N.V., as syndication agent, JPMorgan Chase Bank and HSBC Bank USA, as documentation agents, and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein with the same meaning. The "Assignor" and the "Assignee" referred to on Schedule I hereto agree as follows: 1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under [the Credit Agreement as of the date hereof] [the Letter of Credit Facility] equal to the percentage interest specified on Schedule 1 hereto of [all outstanding rights and obligations under the Credit Agreement together with participations in Letters of Credit held by the Assignor on the date hereof] [such Assignor's Unissued Letter of Credit Commitment]. After giving effect to such sale and assignment, the Assignee's [Revolving Credit Commitment and the amount of the Advances], Letter of Credit Commitment] owing to the Assignee will be as set forth on Schedule 1 hereto. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note[, if any,] held by the Assignor [and requests that the Agent exchange such Note for a new Note payable to the order of [the Assignee in an amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Revolving Credit Commitment assumed by the Assignee pursuant hereto and] the Assignor in an amount equal to the Revolving Credit Commitment retained by the Assignor under the Credit Agreement[, respectively,] as specified on Schedule 1 hereto]. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or U.K. Inland Revenue forms required under Section 2.14 of the Credit Agreement. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto. 5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest, fees and Letter of Credit commissions with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York. 8. This Assignment and Acceptance may be executed in any number of counterparts and by different 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. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 2 Schedule 1 to Assignment and Acceptance Percentage interest assigned: _____% Assignee's Revolving Credit Commitment: $______ Aggregate outstanding principal amount of Advances assigned: $______ Principal amount of Note payable to Assignee: $______ Principal amount of Note payable to Assignor: $______ [Assignee's Letter of Credit Commitment: $______] Effective Date*: _______________, 200_ [NAME OF ASSIGNOR], as Assignor By ____________________________ Title: Dated: _______________, 200_ [NAME OF ASSIGNEE], as Assignee By ____________________________ Title: Dated: _______________, 200_ Domestic Lending Office: [Address] Eurocurrency Lending Office: [Address] ---------- * This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent. 3 Accepted [and Approved]** this __________ day of _______________, 200_ CITIBANK, N.A., as Agent By ____________________________________ Title: [Approved this __________ day of _______________, 200_ OMNICOM GROUP INC. By ____________________________________]* Title: ---------- ** Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". * Required if the Assignee is an Eligible Assignee solely by reason of clause (iii) of the definition of "Eligible Assignee". 4 EXHIBIT D-1 - FORM OF OPINION OF NEW YORK COUNSEL FOR THE LOAN PARTIES May 24, 2004 To each of the Lenders parties to the Amended and Restated Five Year Credit Agreement referred to below Omnicom Finance Inc., Omnicom Capital Inc. and Omnicom Finance plc ------------------------------------------------------------------ Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(h)(iv) of the Amended and Restated Five Year Credit Agreement, dated as of May 24, 2004 (the "Credit Agreement"), by and among Omnicom Finance Inc. ("OFI"), Omnicom Capital Inc. ("OCI"), and Omnicom Finance plc ("OFP", and, collectively with OFI and OCI, the "Borrowers"), Omnicom Group Inc. (the "Guarantor"), the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and book managers, ABN Amro Bank N.V., as syndication agent, JPMorgan Chase Bank and HSBC Bank USA, as documentation agents, and Citibank, N.A., as administrative agent (the "Agent") for the Lenders. Capitalized terms used herein without definition are used as defined in the Credit Agreement. We have acted as New York counsel for the Loan Parties in connection with the preparation, execution and delivery of the Credit Agreement. In connection with this opinion, we have examined originals or copies (including conformed copies) of the following documents: (1) The Credit Agreement. (2) The documents furnished by the Loan Parties pursuant to Article III of the Credit Agreement (together with the Credit Agreement, the "Credit Documents"). (3) The Certificate of Incorporation and all amendments thereto (the "Charter") of each of OFI, OCI and the Guarantor (collectively, the "US Loan Parties"), as certified as of a recent date by a public official of the state of its incorporation. (4) The by-laws and all amendments thereto (the "By-laws") of each US Loan Party, as certified to us by each US Loan Party. (5) A certificate of the Secretary of State of Delaware, dated May 6, 2004, attesting to the continued corporate existence and good standing of OFI in that State as of the date thereof. (6) A certificate of the Secretary of State of Connecticut, dated May 7, 2004, attesting to the continued corporate existence and good standing of OCI in that State as of the date thereof. (7) A certificate of the Secretary of State of New York, dated May 7, 2004, attesting to the continued corporate existence and good standing of the Guarantor in that State as of the date thereof. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, instruments and other documents, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. For the purposes hereof, we have assumed, with your permission and without independent verification of any kind: (a) that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine; (b) the legal capacity of all natural persons; (c) that all documents submitted to us as originals or duplicate originals are authentic; and (d) that all documents submitted to us as copies, whether certified or not, conform to authentic original documents. As to questions of fact relevant to this opinion, we have assumed, without independent investigation or verification of any kind, the accuracy of the representations and warranties of the Loan Parties in the Credit Agreement and have relied upon certificates and oral or written statements and other information of public officials, and officers and representatives of the Loan Parties. For purposes of the opinion set forth in the paragraph numbered 1 below, we have relied solely upon copies of good standing certificates as certified by public officials as of the dates and in the jurisdictions listed on Annex I hereto. In rendering the opinions expressed below, we have assumed, with your permission and without any independent investigation or verification of any kind, that: (i) OFP has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly qualified in each other jurisdiction in which the conduct of its business or the ownership of its property makes such qualification necessary; (ii) OFP has full power and authority to execute, deliver and perform the Credit Documents to which it is a party; (iii) the execution, delivery and performance of the Credit Documents by OFP have been duly authorized by all requisite corporate action on the part of OFP; (iv) the Credit Documents have been duly executed and delivered by OFP; and (v) the execution, delivery and performance of the Credit Documents by OFP do not and will not violate the Charter, By-laws or other organizational documents of OFP. We have further assumed, with your permission and without any independent investigation or verification of any kind, that the Credit Agreement constitutes the valid and legally binding obligation of each Person party thereto (other than the US Loan Parties and OFP), enforceable against such Person in accordance with its terms. Furthermore, in giving the opinions set forth in paragraphs numbered 4, 5 and 6 below, we express no opinion as to state securities or blue sky laws. Based upon the foregoing, and subject to the limitations set forth herein, we are of the opinion that: 1. Each US Loan Party (i) is a validly existing corporation in good standing under the laws of the jurisdiction of its incorporation listed on Annex I hereto and (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged. 2. Each US Loan Party has the corporate power to execute, deliver and perform the terms and provisions of the Credit Agreement and the Notes to be delivered by it and has taken all necessary corporate action to authorize the execution, delivery and performance of the Credit Agreement and the Notes to be delivered by it. Each US Loan Party has duly executed and delivered the Credit Agreement and the Notes to be delivered by it . 3. The Credit Agreement constitutes the legal, valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms. Each Note to be delivered by a Loan Party will constitute the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. 4. Neither the execution and delivery, nor the performance, by any US Loan Party of the Credit Agreement or the Notes to be delivered by it, nor compliance by such US Loan Party with the 2 terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) of the United States of America or the State of New York applicable to such US Loan Party or (ii) will violate any provision of the Charter or By-Laws of such US Loan Party. 5. Neither the execution and delivery, nor the performance, by OFP of the Credit Agreement and the Notes to be delivered by it, nor compliance by it with the terms and provisions thereof, will contravene any provision of any law, statute, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) of the United States of America or the State of New York applicable to OFP. 6. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made on or prior to the date hereof), or exemption by, any governmental or public body or authority of the United States of America, or the State of New York, applicable to any Loan Party is required to authorize, or is required in connection with, (i) the execution, delivery and performance by any Loan Party of the Credit Agreement and the Notes to be delivered by it or (ii) the enforceability of the Credit Agreement and the Notes to be delivered by it in accordance with their terms against such Loan Party. 7. The choice of New York law as the governing law of the Credit Agreement and the Notes is, under the laws of the State of New York, a valid choice of law. 8. The consent by each Loan Party in Section 9.12 of the Credit Agreement to the jurisdiction of courts sitting in the State of New York is a valid consent to the jurisdiction of such courts. Our opinions are subject to the qualifications that: A. The enforceability of the Credit Agreement and the Notes is subject to and may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or affecting the rights of creditors generally (including such as may deny giving effect to waivers of debtors' or guarantors' rights), and the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. Accordingly, no opinion is given herein as to (i) the availability of the right to accelerate any obligation and certain remedies provided for in the Credit Agreement in the event of a nonmaterial default, or (ii) the enforceability of any provision of the Credit Agreement relating to cumulation of remedies or waiving the remedy of specific performance, or the waiver of debtors' rights. B. We express no opinion as to the enforceability of any contractual provision in the Credit Agreement as to waiver of any procedural right, including, without limitation, (i) the first sentence of Section 9.12(a) of the Credit Agreement insofar as such sentence relates to the subject matter jurisdiction of a federal court of the United States of America sitting in New York City to adjudicate any controversy related to any of the Credit Documents, and (ii) the waiver of inconvenient forum set forth in Section 9.12(b) of the Credit Agreement with respect to proceedings in a federal court of the United States of America sitting in New York City. C. We express no opinion as to the enforceability of any contractual provision in the Credit Documents relating to indemnification, including, without limitation, with respect to the enforceability of Section 9.04 of the Credit Agreement, to the extent that these may be limited (i) in the case of litigation against any Loan Party which is decided adversely to the person claiming indemnification or in a case involving a claim of indemnification for attorneys' fees, (ii) by laws rendering unenforceable indemnification contrary to federal or state securities laws and the public policy underlying such laws, or (iii) by laws limiting the enforceability of provisions exculpating or exempting a party, or requiring indemnification of a party, for liability for its own action or inaction, to the extent the action or inaction involves gross negligence, recklessness, willful misconduct or unlawful conduct. 3 D. Furthermore, no opinion is given herein as to: (i) Section 7.02 of the Credit Agreement, to the extent that it relates to action contemplated by Section 7.02(b) of the Credit Agreement taken without the Guarantor's consent, which may not be enforceable to the extent that the Guaranteed Obligations are materially altered; or (ii) the enforceability of the provisions of Section 9.11 of the Credit Agreement (A) to the extent that a judgment not in (1) Dollars is obtained in respect of the Credit Agreement in a jurisdiction other than the United States of America or (2) Committed Currencies is obtained in respect of the Credit Agreement in a jurisdiction other than a member-state of the European Union and the respective Loan Party pays such judgment or (B) insofar as those provisions contemplate an alternative or additional cause of action for a claim that may have merged with claims covered by an earlier judgment; or (iii) Section 7.02(h) of the Credit Agreement, to the extent it relates to any waiver of an applicable statute of limitations; or (iv) the enforceability of the right of setoff provided for in Section 9.05 of the Credit Agreement (A) in respect of an interest under the Credit Agreement purchased by a Lender pursuant to Section 2.15 or 9.07 of the Credit Agreement, to the extent the relevant purchase does not give rise to a direct obligation of any Borrower to such Lender, or (B) insofar as that right relates to setoff of unmatured obligations under the Credit Agreement or of obligations owed to any Loan Party by an Affiliate of a Lender or by an Affiliate of the Agent; or (v) the enforceability of Section 2.06 or 9.14 of the Credit Agreement to the extent that it constitutes a general disclaimer of the obligations or liabilities of an Issuing Bank. We are members of the Bar of the State of New York and express no opinion as to the laws of any jurisdiction other than those of the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Our opinions set forth in paragraph numbers 1, 2 and 4(ii) above, as they apply to OCI, are based on our review of the Connecticut Business Corporation Act as reported by 33 Conn. Gen. Stat. Ann. ss. 33-600 et seq. (West 1997, 2004 supp.) to be in effect on the date of this opinion letter. This opinion is rendered solely to you by us as New York counsel for the Loan Parties in connection with the transactions contemplated by the Credit Agreement and the Notes. Each Lender (and its successors and permitted assigns) may rely upon this opinion in connection with those transactions. This opinion may not be relied upon in any other manner or for any other purpose, or furnished or relied upon by any other person, without our prior written consent. The information set forth herein is as of the date of this letter, and we disclaim any undertaking to advise you of changes which thereafter may be brought to our attention. Very truly yours, /s/ Dewey Ballantine LLP 4 ANNEX I Type and Date of Name and Jurisdiction Certificate in Jurisdiction of Incorporation of Incorporation ---------------------------------- ----------------------------- Omnicom Finance Inc. (Delaware) Good Standing - May 6, 2004 Omnicom Capital Inc. (Connecticut) Legal Existence - May 7, 2004 Omnicom Group Inc. (New York) Subsisting - May 7, 2004 EXHIBIT D-2 - FORM OF OPINION OF ENGLISH COUNSEL FOR OFP To each of the Lenders parties to the Credit Agreement referred to below and to Citibank, N.A. as Agent Our Ref FJA/539576 May 2004 Dear Sirs Omnicom Finance plc 1 Introduction We have acted as special English lawyers for Omnicom Finance plc, a company incorporated and existing under the laws of England and Wales ("OFP"), in connection with its authorisation of the execution and delivery of the following documents (together, the "Credit Documents"): 1.1 the Amended and Restated Five Year Credit Agreement dated as of May 2004 made among Omnicom Finance Inc., Omnicom Capital Inc. and OFP (collectively, the "Borrowers"), Omnicom Group Inc. as Guarantor, the Initial Lenders named therein, the Initial Issuing Banks as named therein, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as lead arrangers and book managers, ABN AMRO Bank N.V. as syndication agent, J.P. Morgan Chase Bank and HSBC Bank USA as documentation agents, and Citibank, N.A. as Administrative Agent for the Lenders (the "Credit Agreement"); and 1.2 the Notes of OFP, if any, to be delivered pursuant to Section 2.16(a) of the Credit Agreement. We have been asked by OFP to give you this opinion for the purposes of Section 3.01(h)(iv) of the Credit Agreement and we have taken instructions in this regard solely from OFP. You should be aware that our sole involvement with this transaction has been in giving this opinion and we have not been involved in the negotiation of the Credit Documents or in any other aspect of the transaction. Terms defined in the Credit Agreement have the same meanings when used in this opinion. 2 English law opinion This opinion is limited to English law as applied by the English courts as at the date of this letter and is given on the basis that it will be governed by and construed in accordance with English law. We have made no investigation of the laws of any jurisdiction other than those of England and we do not express or imply any opinion as to the laws of any jurisdiction other than those of England. We express no opinion as to matters of fact. 3 Documents examined For the purpose of this opinion we have examined the following documents: 3.1 a copy of the Credit Agreement (including the Exhibits thereto) bearing a signature on behalf of OFP which is stated therein to be that of one of the persons identified in the certificate referred to at paragraph 3.4 below as a Director of OFP; 3.2 a copy of the certificate given by OFP pursuant to Section 3.01 (h) (ii) and (iii) of the Credit Agreement and having attached thereto, inter alia: 3.2.1 copies of the certificate of incorporation and Memorandum and Articles of Association of OFP, each certified as true, complete and up-to-date as at the date hereof by a Director of OFP; and 3.3 a copy of the minutes of a meeting of the Board of Directors of OFP held on [ ] May 2004, the resolutions set out in such minutes having been certified as true, complete and still in force as at the date hereof by a Director of OFP; and 3.4 a further certificate addressed to us from a director of OFP, a copy of which is attached hereto (the "Certificate"). 4 Enquiries made For the purpose of giving this opinion, we have: 4.1 made an oral enquiry by telephone of the Central Registry of Winding Up Petitions in respect of OFP on [ ] May 2004; and 4.2 arranged for a review of the copy documents relating to OFP available from the Companies House website on [ ] May 2004. Except for the documents listed in paragraph 3 above and the matters referred to in this paragraph 4, we have not examined any contracts or other documents entered into by or affecting any party to the Credit Documents nor any corporate records of OFP and we have not made any other enquiries or searches concerning OFP. 2 5 Assumptions In examining the documents referred to in paragraph 3 above, in making the enquiries referred to in paragraph 4 above and in giving this opinion we have assumed without further enquiry: 5.1 the genuineness of all signatures and seals on documents, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such documents; 5.2 that the information disclosed by our oral enquiry at the Central Registry of Winding-up Petitions was then accurate and that such enquiry did not fail to disclose any matters which it should have disclosed and which are relevant for the purposes of this opinion and since the time of such enquiry there has been no alteration in the status or condition of OFP as represented by the Clerk at the Registry; 5.3 that the file of records available for public inspection from the website of Companies House concerning OFP was complete, accurate and up-to-date at the time of the review referred to in 4.2 above and that there has been no alteration in the status or condition of OFP as represented thereby; 5.4 that OFP has not passed a voluntary winding-up resolution and that no petition has been presented to or order made by a court for the winding-up or dissolution of OFP or the appointment of an administrator of OFP and that no receiver or administrator has been appointed in respect of OFP or any of its assets which in any such case has not been revealed by the enquiries referred to in paragraph 4 above; 5.5 (in relation to paragraph 6.7 only, if relevant) that each of the parties to the Credit Documents (other than OFP) is in existence and has full corporate capacity, right, power and authority to enter into and to exercise its rights and perform its obligations under the Credit Documents; 5.6 (in relation to paragraph 6.7 only, if relevant) that under the laws of the State of New York, USA, each of the Credit Documents constitutes valid, legally binding and enforceable obligations of the parties thereto, including OFP; 5.7 that any copies certified and all documents dated earlier than the date of this letter on which we have expressed reliance remain accurate, complete and in full force and effect at the date of this letter; 5.8 that there are no provisions of the laws of any applicable jurisdiction outside England which would be contravened by the execution and delivery of the Credit Documents and that, insofar as any obligation under the Credit Documents is to be performed in any jurisdiction outside England, its performance will not be illegal or contrary to public policy by virtue of the laws of that jurisdiction; 5.9 the accuracy of the statements contained in the Certificate; and 5.10 (as regards our opinions in paragraphs 6.5 and 6.6 below) that all Advances made to OFP pursuant to the Credit Agreement will be made by persons who are (i) authorised persons 3 (within the meaning of the Financial Services and Markets Act 2000) who have permission to accept deposits or to effect or carry out contracts of insurance, or (ii) acting in the course of carrying on a business consisting wholly or to a significant extent of lending money, or (iii) otherwise described in paragraph 6(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. 6 Opinion Based upon and subject to the foregoing, and subject to the qualifications and reservations mentioned below and to any matters not disclosed to us, we are of the following opinion. 6.1 OFP (i) is duly incorporated and validly existing as a public limited company under the laws of England and Wales; (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged (as such property, assets and business are described in the Certificate); and (iii) is not required to be qualified as a "foreign corporation" in order to do business within England and Wales. 6.2 The enquiry and review referred to in paragraph 4 above did not reveal any appointment of, or resolution or petition to appoint, a liquidator, administrator or administrative receiver of OFP, or that OFP is delinquent in filing its statutory annual directors' report and accounts, or any notification by the Registrar of Companies of intention to strike OFP's name off the Register of Companies. 6.3 OFP has the corporate power to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is expressed to be a party and to borrow under the Credit Agreement and has taken all necessary corporate action to authorise the execution, delivery and performance by it of each of such Credit Documents and borrowing by it under the Credit Agreement. 6.4 OFP has validly executed the Credit Agreement. When the Notes are signed by one of the Directors of OFP, such Notes will have been validly executed by OFP. 6.5 The execution, delivery and performance by OFP of the Credit Documents to which it is expressed to be a party, the compliance by it with the terms and provisions thereof and the borrowing by it under the Credit Agreement will not (i) contravene any provision of any law, statute, rule or regulation of England and Wales or (ii) violate any provision of the memorandum and articles of association of OFP as currently in force. 6.6 Under English law, no order, consent, approval, licence, authorisation or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority of or in England and Wales (except such as have been obtained or made prior to the date hereof) is required to authorise, or is required in connection with, (i) the execution, delivery and performance by OFP of any Credit Document to which OFP is expressed to be a party, (ii) the borrowing by OFP under the Credit Agreement or (iii) the enforceability of any such Credit Document against OFP. 6.7 The English courts would recognize and give effect to the choice of the laws of the State of New York, USA, as the governing law of the Credit Documents. 4 6.8 The submission to the jurisdiction of the courts of the State of New York, USA, by OFP in the Credit Documents is within the corporate powers of OFP and does not contravene any law of England. 6.9 A judgment rendered by a court in the United States has no direct operation in England but may be enforceable by a claim or counterclaim or be recognised by the English courts as a defence to a claim or as conclusive of an issue in an action. For a judgment rendered by a court in the United States to be enforced by the English courts it would be necessary to prove to the satisfaction of the English court that:- (i) the United States court had jurisdiction; and (ii) the judgment is final and conclusive on the merits; and (iii) the judgment is for a debt or a fixed sum (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty). For a defendant to such a claim to have a good defence to a claim or counterclaim to enforce such a judgment, it would be necessary for him to prove that:- (1) the judgment was obtained by fraud; or (2) the judgment is contrary to English public policy; or (3) the judgment involves the enforcement of foreign public, penal or revenue laws; or (4) enforcement would be contrary to section 5 of the Protection of Trading Interests Act 1980 (which prohibits the enforcement of (a) judgments for multiple damages; (b) judgments based on a provision or rule of law specified by the Secretary of State as being concerned with the prohibition or regulation of anti-competitive arrangements or with the promotion of competition; and (c) a judgment on a claim for a contribution in respect of damages awarded under (a) or (b)); or (5) the judgment was obtained in a manner opposed to the rules of natural justice; or (6) the judgment involves a matter previously determined by an English court; or (7) Recognition of the judgment is denied under section 32 of the Civil Judgment and Jurisdiction Act 1982. Under section 32 a judgment in a United States action shall not be recognised by the English Courts if : 5 (a) the United States action is brought in breach of a valid agreement under which the dispute in question was to be settled otherwise than by proceedings in the United States; and (b) the United States action was not brought by or with the agreement of, the person against whom the judgment was given; and (c) that person did not counterclaim in the United States action or otherwise submit to the jurisdiction of the United States court; Except that section 32 does not apply where the agreement under which the dispute in question was to be settled is illegal, void, unenforceable or incapable of being performed for reasons not attributable to the fault of the party bringing the action. The question of whether enforcement of a judgment is contrary to English public policy (see (2) above) depends on the circumstances of the transaction as a whole and the subsequent conduct of the litigation in the United States and English proceedings. Solely on the basis of our examination of the documents referred to in paragraphs 3.1 to 3.3 (inclusive) above, we are not aware of any reason why enforcement of a judgment to pay a sum of money due under the Credit Agreement would be contrary to English public policy as at the date of this letter. 7 Qualifications and reservations Our opinion is subject to the following qualifications and reservations. 7.1 We express no opinion on the effectiveness of any of the provisions of the Credit Documents, since the Credit Documents are governed by New York law. 7.2 The obligations of OFP under the Credit Documents will be subject to any laws from time to time in effect relating to insolvency, administration, bankruptcy, liquidation, reorganisation, moratorium or similar laws affecting creditors' rights generally and we express no opinion on such laws. 7.3 The enquiry at the Central Registry of Winding-up Petitions referred to in paragraph 4.1 above relates only to a compulsory winding-up and is not conclusively capable of revealing whether or not a winding-up petition in respect of a compulsory winding-up has been presented since details of the petition may not have been entered on the records of the Central Registry of Winding-up Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of six months prior to the date when the enquiry was made. 7.4 The search of the Companies House website referred to in paragraph 4.2 above is not conclusively capable of revealing whether or not certain events have occurred, including 6 the commencement of winding up or the making of an administration order or the appointment of a receiver, administrative receiver, administrator or liquidator, as notice of these matters may not be filed with Companies House immediately and, when filed, may not be available from such website immediately. 7.5 The choice of a particular law to govern an agreement or document would not be recognised or upheld by the English Courts if the choice of law was not bona fide and legal or if there were reasons for avoiding the choice of law on the grounds of public policy. The choice of a particular law would not be upheld, for example, if it was made with the intention of evading the law of the jurisdiction with which the contract had its most substantial connection and which, in the absence of the chosen law, would have invalidated the contract or been inconsistent with it. We have not made any investigation into the bona fides of the parties to the Credit Documents; however we are not aware of any reason for an English Court to find that the choice of New York law to govern the Credit Documents is not bona fide or not legal, nor are we aware of any English public policy that would be violated by the enforcement of the Credit Documents in accordance with their respective terms. 7.6 We have not considered the particular circumstances of any party to the Credit Documents (save OFP to the extent expressly stated herein) or the effect of such particular circumstances on the Credit Documents or the transactions contemplated thereby. 7.7 English courts can give judgments in a currency other than sterling if, subject to the terms of the contract, that currency is the currency which most fairly expresses the plaintiff's loss. 7.8 If OFP is required to deposit cash collateral into the L/C Cash Deposit Account in accordance with Section 6.02 of the Credit Agreement, then it may be necessary or advisable to arrange for a charge to be registered at Companies House to note the security interest in such funds. 8 Reliance This opinion may be relied on solely by the addressees and may not be regarded as addressed to or relied on by any other person (save the addressees' successors and assigns) without our prior written consent. It is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matter in connection with the Credit Documents. Yours faithfully Macfarlanes 7