<PAGE>
                                                                  EXECUTION COPY



                                   $90,000,000

                                CREDIT AGREEMENT

                                      among

                             GREY GLOBAL GROUP INC.,

       The Foreign Subsidiary Borrowers from Time to Time Parties Hereto,

              The Several Lenders from Time to Time Parties Hereto,

                                 HSBC BANK USA,
                             as Documentation Agent,

                              FLEET NATIONAL BANK,
                              as Syndication Agent,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                          Dated as of December 21, 2001




          J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner
<PAGE>
                                TABLE OF CONTENTS
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SECTION 1.            DEFINITIONS.................................................................................1

         1.1     Defined Terms....................................................................................1
         1.2     Other Definitional Provisions...................................................................20
         1.3     Currency Conversion.............................................................................20

SECTION 2.            AMOUNT AND TERMS OF REVOLVING COMMITMENTS..................................................20

         2.1     Revolving Commitments...........................................................................20
         2.2     Procedure for Revolving Loan Borrowing..........................................................22
         2.3     Swingline Commitment............................................................................24
         2.4     Procedure for Swingline Borrowing; Refunding of Swingline Loans.................................24
         2.5     Commitment Fees, etc............................................................................25
         2.6     Termination or Reduction of Revolving Commitments...............................................26
         2.7     L/C Commitment..................................................................................26
         2.8     Procedure for Issuance of Letter of Credit......................................................27
         2.9     Fees and Other Charges..........................................................................27
         2.10    L/C Participations..............................................................................27
         2.11    Reimbursement Obligation of the Company.........................................................28
         2.12    Obligations Absolute............................................................................29
         2.13    Letter of Credit Payments.......................................................................29
         2.14    Applications....................................................................................29
         2.15    Extension Option................................................................................29
         2.16    Optional Prepayments............................................................................30
         2.17    Mandatory Prepayments and Revolving Commitment Reductions.......................................31
         2.18    Conversion and Continuation Options.............................................................31
         2.19    Limitations on Eurocurrency Tranches............................................................32
         2.20    Interest Rates and Payment Dates................................................................32
         2.21    Computation of Interest and Fees................................................................33
         2.22    Inability to Determine Interest Rate............................................................33
         2.23    Pro Rata Treatment and Payments.................................................................34
         2.24    Requirements of Law; Illegality.................................................................35
         2.25    Taxes...........................................................................................38
         2.26    Indemnity.......................................................................................40
         2.27    Change of Lending Office........................................................................40
         2.28    Replacement of Lenders..........................................................................40
         2.29    Foreign Currency Exchange Rate..................................................................41

SECTION 3.            REPRESENTATIONS AND WARRANTIES.............................................................41

         3.1     Financial Condition.............................................................................41
         3.2     No Change.......................................................................................42
         3.3     Existence; Compliance with Law..................................................................42
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                                     - i -
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         3.4     Power; Authorization; Enforceable Obligations...................................................42
         3.5     No Legal Bar....................................................................................42
         3.6     Litigation......................................................................................43
         3.7     No Default......................................................................................43
         3.8     Ownership of Property; Liens....................................................................43
         3.9     Intellectual Property...........................................................................43
         3.10    Taxes...........................................................................................43
         3.11    Federal Regulations.............................................................................43
         3.12    ERISA...........................................................................................44
         3.13    Investment Company Act; Other Regulations.......................................................44
         3.14    Subsidiaries....................................................................................44
         3.15    Use of Proceeds.................................................................................44
         3.16    Environmental Matters...........................................................................44
         3.17    Accuracy of Information, etc....................................................................45

SECTION 4.            CONDITIONS PRECEDENT.......................................................................46

         4.1     Conditions to Effectiveness.....................................................................46
         4.2     Conditions to Initial Extension of Credit.......................................................46
         4.3     Conditions to Each Extension of Credit..........................................................47
         4.4     Additional Conditions Applicable to the Foreign Subsidiary Borrowers............................47

SECTION 5.            AFFIRMATIVE COVENANTS......................................................................48

         5.1     Financial Statements............................................................................49
         5.2     Certificates; Other Information.................................................................49
         5.3     Payment of Obligations..........................................................................50
         5.4     Maintenance of Existence; Compliance............................................................50
         5.5     Maintenance of Property; Insurance..............................................................50
         5.6     Inspection of Property; Books and Records; Discussions..........................................50
         5.7     Notices.........................................................................................51

SECTION 6.            NEGATIVE COVENANTS.........................................................................51

         6.1     Financial Condition Covenants...................................................................51
         6.2     Indebtedness....................................................................................51
         6.3     Liens...........................................................................................52
         6.4     Fundamental Changes.............................................................................53
         6.5     Disposition of Property.........................................................................54
         6.6     Restricted Payments.............................................................................54
         6.7     Optional Payments and Modifications of Certain Debt Instruments; Synthetic Purchase Agreements..54
         6.8     Transactions with Affiliates....................................................................55
         6.9     Sales and Leasebacks............................................................................55
         6.10    Changes in Fiscal Periods.......................................................................55
         6.11    Negative Pledge Clauses.........................................................................55
         6.12    Clauses Restricting Subsidiary Distributions....................................................55
</TABLE>

                                     - ii -
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         6.13    Lines of Business...............................................................................56
         6.14    Note Agreements.................................................................................56
         6.15    Hedge Agreements................................................................................56

SECTION 7.            GUARANTEE..................................................................................56

         7.1     Guarantee.......................................................................................56
         7.2     Right of Set-off................................................................................57
         7.3     No Subrogation..................................................................................57
         7.4     Amendments, etc. with respect to the Foreign Subsidiary Borrower Obligations; Waiver of Rights..57
         7.5     Guarantee Absolute and Unconditional............................................................58
         7.6     Reinstatement...................................................................................59

SECTION 8.            EVENTS OF DEFAULT..........................................................................59


SECTION 9.            THE AGENTS.................................................................................62

         9.1     Appointment.....................................................................................62
         9.2     Delegation of Duties............................................................................62
         9.3     Exculpatory Provisions..........................................................................63
         9.4     Reliance by Administrative Agent................................................................63
         9.5     Notice of Default...............................................................................63
         9.6     Non-Reliance on Agents and Other Lenders........................................................64
         9.7     Indemnification.................................................................................64
         9.8     Agent in Its Individual Capacity................................................................65
         9.9     Successor Administrative Agent..................................................................65
         9.10    Documentation Agent and Syndication Agent.......................................................65

SECTION 10.           MISCELLANEOUS..............................................................................65

         10.1    Amendments and Waivers..........................................................................65
         10.2    Notices.........................................................................................67
         10.3    No Waiver; Cumulative Remedies..................................................................68
         10.4    Survival of Representations and Warranties......................................................68
         10.5    Payment of Expenses and Taxes...................................................................68
         10.6    Successors and Assigns; Participations and Assignments..........................................69
         10.7    Adjustments; Set-off............................................................................72
         10.8    Counterparts....................................................................................72
         10.9    Severability....................................................................................73
         10.10   Integration.....................................................................................73
         10.11   GOVERNING LAW...................................................................................73
         10.12   Submission To Jurisdiction; Waivers.............................................................73
         10.13   Acknowledgements................................................................................74
         10.14   Confidentiality.................................................................................75
         10.15   WAIVERS OF JURY TRIAL...........................................................................75
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                                     - iii -
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         10.16   Conversion of Currencies........................................................................75
</TABLE>


                                     - iv -
<PAGE>
SCHEDULES:

1.1A      Revolving Commitments
3.4       Consents, Authorizations, Filings and Notices
3.14      Subsidiaries
4.1(d)    Lien Search Jurisdictions
6.3       Liens Securing Indebtedness of Subsidiaries
6.12      Restrictive Agreements

EXHIBITS:

A         Form of Compliance Certificate
B         Form of Closing Certificate
C         Form of Assignment and Acceptance
D         Form of Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
E         Form of Exemption Certificate
F         Form of Joinder Agreement
G         Form of Legal Opinion of Counsel to Foreign Subsidiary Borrowers

                                     - v -
<PAGE>
         CREDIT AGREEMENT (this "Agreement"), dated as of December 21, 2001,
among GREY GLOBAL GROUP INC., a Delaware corporation (the "Company"), the
Foreign Subsidiary Borrowers from time to time parties hereto, the several banks
and other financial institutions or entities from time to time parties hereto
(the "Lenders"), HSBC BANK USA, as documentation agent (in such capacity, the
"Documentation Agent"), FLEET NATIONAL BANK, as syndication agent (in such
capacity, the "Syndication Agent"), and JPMORGAN CHASE BANK, as administrative
agent.

         The parties hereto hereby agree as follows:

                           SECTION 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

         "ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to the higher of (a) the Prime Rate in effect on such
day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of
1%. For purposes hereof: "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by JPMorgan Chase Bank as its prime rate in
effect at its principal office in New York City (the Prime Rate not being
intended to be the lowest rate of interest charged by JPMorgan Chase Bank in
connection with extensions of credit to debtors). Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

         "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.

         "Adjustment Date": as defined in the definition of Applicable Margin.

         "Administrative Agent": JPMorgan Chase Bank, together with its
affiliates, as the arranger of the Revolving Commitments and as the
administrative agent for the Lenders under this Agreement and the other Loan
Documents, together with any of its successors; it being understood that matters
concerning Foreign Currency Loans will be administered by Chase Manhattan
International Limited and therefore all notices concerning such Foreign Currency
Loans will be required to be given at the London Funding Office.

         "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.
<PAGE>
                                                                               2

         "Agents": the collective reference to the Syndication Agent, the
Documentation Agent and the Administrative Agent.

         "Aggregate Exposure": with respect to any Lender at any time, an amount
equal to the sum of (a) the amount of such Lender's Dollar Revolving Commitment
then in effect or, if the Dollar Revolving Commitments have been terminated, the
amount of such Lender's Dollar Revolving Extensions of Credit then outstanding
and (b) the amount of such Lender's Multicurrency Revolving Commitment then in
effect or, if the Multicurrency Revolving Commitments have been terminated, the
amount of such Lender's Multicurrency Revolving Extensions of Credit then
outstanding.

         "Aggregate Exposure Percentage": with respect to any Lender at any
time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure
at such time to the Aggregate Exposure of all Lenders at such time.

         "Agreement": as defined in the preamble hereto.

         "Agreement Currency": as defined in Section 10.16(b).

         "Applicable Creditor": as defined in Section 10.16(b).

         "Applicable Margin": 0%, in the case of ABR Loans, and 1%, in the case
of Eurocurrency Loans; provided that, on and after the first Adjustment Date
occurring after the completion of the first full fiscal quarter of the Company
after the Effective Date, the Applicable Margin will be determined based on the
Consolidated Leverage Ratio as determined from time to time as set forth below:

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                                               Applicable Margin for                  Applicable Margin for ABR
      Consolidated Leverage Ratio                Eurocurrency Loans                            Loans
      ---------------------------                ------------------                   -------------------------
<S>                                            <C>                                    <C>
                >=2.5x                                  1.25%                                  0.25%
              <2.5x and >=1.5x                             1%                                     0%
                 <1.5x                                 0.875%                                     0%

</TABLE>

                  Changes in the Applicable Margin resulting from changes in the
Consolidated Leverage Ratio shall become effective on the date (the "Adjustment
Date") that is three Business Days after the date on which financial statements
are delivered to the Lenders pursuant to Section 5.1 and shall remain in effect
until the next change to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time periods
specified in Section 5.1, then, until the date that is three Business Days after
the date on which such financial statements are delivered, the highest rate set
forth in each column above shall apply. Each determination of the Consolidated
Leverage Ratio for purposes of this paragraph shall be made in a manner
consistent with the determination thereof pursuant to Section 6.1.
<PAGE>
                                                                               3

         "Application": an application, in such form as the Issuing Lender may
specify from time to time, requesting the Issuing Lender to open a Letter of
Credit.

         "Assignee": as defined in Section 10.6(c).

         "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit C.

         "Assignor": as defined in Section 10.6(c).

         "Augmenting Lender": as defined in Section 2.1(e).

         "Available Dollar Revolving Commitment": as to any Dollar Lender at any
time, an amount equal to the excess, if any, of (a) such Lender's Dollar
Revolving Commitment then in effect over (b) such Lender's Dollar Revolving
Extensions of Credit then outstanding; provided that, in calculating any Dollar
Lender's Dollar Revolving Extensions of Credit for the purpose of determining
such Lender's Available Dollar Revolving Commitment pursuant to Section 2.5(a),
the aggregate principal amount of Swingline Loans then outstanding shall be
deemed to be zero.

         "Available Multicurrency Revolving Commitment": as to any Multicurrency
Lender at any time, an amount equal to the excess, if any, of (a) such Lender's
Multicurrency Revolving Commitment then in effect over (b) such Lender's
Multicurrency Revolving Extensions of Credit then outstanding.

         "Benefitted Lender": as defined in Section 10.7(a).

         "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

         "Borrowers": collectively, the Company and the Foreign Subsidiary
Borrowers.

         "Borrowing Date": any Business Day specified by a Borrower as a date on
which such Borrower requests the relevant Lenders to make Loans hereunder.

         "Business": as defined in Section 3.16(b).

         "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed, provided, that (a) when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the relevant currency in the interbank
eurocurrency market, (b) when used in connection with a Foreign Currency Loan,
the term "Business Day" shall also exclude any day on which commercial banks in
London are authorized or required by law to remain closed and (c) when used in
connection with Eurocurrency Loans denominated in Euros, the term "Business Day"
shall also exclude any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer System (TARGET) (or, if such clearing system ceases
to be operative, such other clearing
<PAGE>
                                                                               4

system (if any) determined by the Administrative Agent to be a suitable
replacement) is not open for settlement of payment in Euros.

         "Calculation Date": with respect to each Foreign Currency, the
fifteenth and last day of each calendar month (or, if such day is not a Business
Day, the next succeeding Business Day) and such other days from time to time as
the Administrative Agent shall designate as a "Calculation Date", provided that
(a) the second Business Day preceding each Borrowing Date with respect to, and
each date of any continuation of, any Foreign Currency Loan shall also be a
"Calculation Date" with respect to such Foreign Currency and (b) the date of
issuance or amendment of a Letter of Credit in a Foreign Currency shall also be
a "Calculation Date" with respect to such Foreign Currency.

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

         "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

         "Cash Collateral Account": as defined in Section 2.17.

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

         "Commitment": the Dollar Revolving Commitments and the Multicurrency
Revolving Commitments.

         "Commitment Fee Rate": 0.20% per annum.

         "Commonly Controlled Entity": an entity, whether or not incorporated,
that is under common control with the Company within the meaning of Section 4001
of ERISA or is part of a group that includes the Company and that is treated as
a single employer under Section 414 of the Code.

         "Company": as defined in the preamble hereto.

         "Compliance Certificate": a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit A.

         "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
<PAGE>
                                                                               5

Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.24, 2.25, 2.26 or 10.5 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Revolving Commitment.

         "Confidential Information Memorandum": the Confidential Information
Memorandum dated November 2001 and furnished to certain Lenders.

         "Consolidated EBITDA": for any period, Consolidated Net Income for such
period plus, without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of (a) income
tax expense, (b) interest expense, amortization or writeoff of debt discount and
debt issuance costs and commissions, discounts and other fees and charges
associated with Indebtedness (including the Loans), (c) depreciation and
amortization expense and (d) any other noncash charges of the Company or any of
its Subsidiaries for such period (excluding any such charge incurred in the
ordinary course of business that constitutes an accrual of or a reserve for cash
charges for any future period and any such charge resulting from any write-down
in the value of any current assets), provided, however, that cash payments
(other than cash payments in respect of the purchase price of acquisitions to
the extent intangibles related to such acquisitions have been the subject of an
impairment charge) made in such period or in any future period in respect of
such noncash charges shall be subtracted from Consolidated Net Income in
calculating Consolidated EBITDA in the period when such payments are made. For
the purposes of calculating Consolidated EBITDA for any period of four
consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of the Consolidated Leverage Ratio, (i) if at any time during such
Reference Period the Company or any Subsidiary shall have made any Material
Disposition, the Consolidated EBITDA for such Reference Period shall be reduced
by an amount equal to the Consolidated EBITDA (if positive) attributable to the
property that is the subject of such Material Disposition for such Reference
Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference
Period the Company or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after giving
pro forma effect thereto as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, "Material Acquisition"
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the Company and its
Subsidiaries in excess of $5,000,000; and "Material Disposition" means any
Disposition of property or series of related Dispositions of property that
yields gross proceeds to the Company or any of its Subsidiaries in excess of
$5,000,000.

         "Consolidated Interest Coverage Ratio": for any period, the ratio of
(a) Consolidated EBIDTA for such period to (b) Consolidated Interest Expense for
such period.

         "Consolidated Interest Expense": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Company and its Subsidiaries,
<PAGE>
                                                                               6

for such period with respect to all outstanding Indebtedness of the Company and
its Subsidiaries as determined on a consolidated basis in accordance with GAAP
(including all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and net costs
under Hedge Agreements in respect of interest rates to the extent such net costs
are allocable to such period in accordance with GAAP).

         "Consolidated Leverage Ratio": at any date, the ratio of (a)
Consolidated Total Debt on such date to (b) Consolidated EBITDA for the then
most recently completed period of four consecutive fiscal quarters for which
financial statements have been delivered pursuant to Section 5.1.

         "Consolidated Net Income": for any period, the consolidated net income
(or loss) of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP.

         "Consolidated Net Worth": at any date, the excess, if any, of the total
assets of the Company and its Subsidiaries over the total liabilities of the
Company and its Subsidiaries, all as would be shown on a consolidated balance
sheet of the Company and its Subsidiaries prepared as of such date in accordance
with GAAP (but Preferred Stock of the Company shall not in any event be treated
as a liability).

         "Consolidated Pre-Tax Cash Income": for any period, Consolidated Net
Income for such period plus, without duplication and to the extent reflected as
a charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense and (b) depreciation and amortization expense.

         "Consolidated Total Debt": at any date, the aggregate principal amount
of all Indebtedness of the Company and its Subsidiaries at such date which
would, in conformity with GAAP, be classified as a liability on a consolidated
balance sheet of the Company and its Subsidiaries at such date in accordance
with GAAP.

         "Continuing Directors": the directors of the Company on the Effective
Date, and each other director, if, in each case, such other director's
nomination for election to the board of directors of the Company is recommended
by at least 66-2/3% of the then Continuing Directors.

         "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Default": any of the events specified in Section 8, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

         "Disposition": with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings.

         "Documentation Agent": as defined in the preamble hereto.
<PAGE>
                                                                               7

         "Dollar Equivalent": at any time as to any amount denominated in a
Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the
purchase of Dollars with such Foreign Currency on the most recent Calculation
Date for such Foreign Currency.

         "Dollar Lender": any Lender with a Dollar Revolving Commitment or that
holds Dollar Revolving Extensions of Credit.

         "Dollar Revolving Commitment": as to any Lender, the obligation of such
Lender, if any, to make Dollar Revolving Loans and participate in Swingline
Loans and Letters of Credit in an aggregate principal and/or face amount not to
exceed the amount set forth under the heading "Dollar Revolving Commitment"
opposite such Lender's name on Schedule 1.1A or in the Assignment and Acceptance
pursuant to which such Lender became a party hereto, as the same may be changed
from time to time pursuant to the terms hereof. The original amount of the Total
Dollar Revolving Commitments is $60,000,000.

         "Dollar Revolving Extensions of Credit": as to any Dollar Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all
Dollar Revolving Loans held by such Lender then outstanding, (b) such Lender's
Dollar Revolving Percentage of the L/C Obligations then outstanding, and (c)
such Lender's Dollar Revolving Percentage of the aggregate principal amount of
Swingline Loans then outstanding.

         "Dollar Revolving Loans": as defined in Section 2.1(a).

         "Dollar Revolving Percentage": as to any Dollar Lender at any time, the
percentage which such Lender's Dollar Revolving Commitment then constitutes of
the Total Dollar Revolving Commitments or, at any time after the Dollar
Revolving Commitments shall have expired or terminated, the percentage which the
aggregate amount of such Lender's Dollar Revolving Extensions of Credit then
outstanding constitutes of the aggregate amount of the Dollar Revolving
Extensions of Credit then outstanding.

         "Dollars" and "$": dollars in lawful currency of the United States.

         "Domestic Subsidiary": any Subsidiary of the Company organized under
the laws of any jurisdiction within the United States.

         "Effective Date": the date on which the conditions precedent set forth
in Section 4.1 shall have been satisfied, which date is December 21, 2001.

         "EMU": Economic and Monetary Union as contemplated in the Treaty.

         "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.
<PAGE>
                                                                               8

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

         "Euro": the single currency of Participating Member States introduced
in accordance with the provisions of Article 109(1)4 of the Treaty and, in
respect of all payments to be made under this Agreement in Euros, means
immediately available, freely transferable funds.

         "Eurocurrency Base Rate": with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, the rate per annum determined on the
basis of the rate for deposits in the relevant currency for a period equal to
such Interest Period commencing on the first day of such Interest Period
appearing on the relevant Page of the Telerate screen as of 11:00 A.M., London
time, two Business Days prior to the beginning of such Interest Period. In the
event that such rate does not appear on such Page of the Telerate screen (or
otherwise on such screen), the "Eurocurrency Base Rate" shall be determined by
reference to such other comparable publicly available service for displaying
eurocurrency rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the
Administrative Agent is offered deposits in the relevant currency at or about
11:00 A.M., local time, two Business Days prior to the beginning of such
Interest Period in the interbank eurocurrency market where its eurodollar and
Foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.

         "Eurocurrency Loans": Loans the rate of interest applicable to which is
based upon the Eurocurrency Rate.

         "Eurocurrency Rate": with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

                             Eurocurrency Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

         "Eurocurrency Reserve Requirements": for any day as applied to a
Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

         "Eurocurrency Tranche": the collective reference to Eurocurrency Loans
the then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).

         "Event of Default": any of the events specified in Section 8, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.
<PAGE>
                                                                               9

         "Exchange Rate": on any day, with respect to any currency, the rate at
which such currency may be exchanged into any other currency, as set forth at
approximately 11:00 A.M., London time, on such date on the Reuters World
Currency Page for such currency. In the event that such rate does not appear on
any Reuters World Currency Page, the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be selected by the Administrative Agent, or, in the event no such service
is selected, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 A.M., local time, on such date for the purchase of
the relevant currency for delivery two Business Days later; provided that if at
the time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent, after consultation with the Company, may use
any reasonable method it deems appropriate to determine such rate, and such
determination shall be presumed correct absent manifest error.

         "Existing Bilateral Loan Agreements": (a) the Letter Agreement, dated
as of December 1, 2000, between the Company and HSBC Bank USA (as amended), (b)
the Facility, dated as of July l, 2001, between the Company and JPMorgan Chase
Bank (as amended), (c) the Line Letter, dated as of July 2001, between the
Company and Fleet National Bank and (d) the line of credit by The Bank of New
York in favor of the Company.

         "Existing Preferred Stock": the Company's Series I, Series II and
Series III Preferred Stock, outstanding as of the date hereof.

         "Extending Lender": as defined in Section 2.15.

         "Extension Date": as defined in Section 2.15.

         "Facility": each of (a) the Dollar Revolving Commitments and the
extensions of credit made thereunder (the "Dollar Facility") and (b) the
Multicurrency Revolving Commitments and the extensions of credit made thereunder
(the "Multicurrency Facility").

         "Federal Funds Effective Rate": for any day, 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 on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by JPMorgan Chase Bank from
three federal funds brokers of recognized standing selected by it.

         "Foreign Currency": British Pounds Sterling and the Euro.

         "Foreign Currency Equivalent": at any time as to any amount denominated
in Dollars, the equivalent in the relevant foreign currency or currencies as
determined by the Administrative Agent at such time on the basis of the Exchange
Rate for the purchase of such foreign currency or currencies with Dollars on the
date of determination thereof.

         "Foreign Currency Loans": as defined in Section 2.1(c).
<PAGE>
                                                                              10

         "Foreign Subsidiary": any Subsidiary of the Company that is not a
Domestic Subsidiary.

         "Foreign Subsidiary Borrower": Grey Communications Group Limited and
any other Foreign Subsidiary Borrower that becomes a party hereto pursuant to
Section 10.1(b)(i) until such time as such Foreign Subsidiary Borrower is
removed as a party hereto pursuant to Section 10.1(b)(ii).

         "Foreign Subsidiary Borrower Obligations": the principal of and
interest on (including interest accruing after the maturity of the Loans and
interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Foreign Subsidiary Borrowers whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Foreign Currency Loans
and all other obligations and liabilities of the Foreign Subsidiary Borrowers to
the Administrative Agent and the Lenders, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, this Agreement, any other
Loan Document or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
to the Lenders that are required to be paid by the Foreign Subsidiary Borrowers
pursuant to the terms of this Agreement).

         "Funding Date": the date on which the conditions set forth in Section
4.2 shall have been satisfied.

         "GAAP": generally accepted accounting principles in the United States
as in effect from time to time. In the event that any "Accounting Change" (as
defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Company and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating the
Company's financial condition shall be the same after such Accounting Changes as
if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Company, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

         "Governmental Authority": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

         "Group Members": the collective reference to the Company and its
Subsidiaries.
<PAGE>
                                                                              11

         "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including
any bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Company in good faith.

         "Hedge Agreements": all interest rate swaps, caps or collar agreements
or similar arrangements dealing with interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

         "Increasing Lender": as defined in Section 2.1(e).

         "Indebtedness": of any Person at any date, without duplication, (a) all
outstanding indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other
than current trade payables incurred in the ordinary course of such Person's
business and unearned obligations in respect of earn-out provisions related to
the purchase of any such property or services), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all indebtedness 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 Capital Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds or similar arrangements,
(g) the liquidation value of all redeemable preferred Capital Stock of such
Person (other than the Existing Preferred Stock), (h) all Guarantee Obligations
of such Person in respect of obligations of the kind referred to in clauses (a)
through (g) above, (i) all obligations of the kind referred to in clauses (a)
through (h) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be
<PAGE>
                                                                              12

secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the
payment of such obligation (it being understood that to the extent that such
Person has not assumed or become liable for the payment of such obligations, the
amount of Indebtedness attributable thereto shall be equal to the lesser of the
amount of such obligation and the fair market value of the property subject to
such Lien), and (j) for the purposes of Sections 6.2 and 8(e) only, all
obligations of such Person in respect of Hedge Agreements; provided that
Indebtedness shall not include (a) $3,025,000 in debt outstanding as of the date
hereof owing to Edward H. Meyer under a promissory note, (b) any Indebtedness
related to the Policies and (c) any undrawn guarantees, surety bonds, letters of
credit or other like items supporting current trade payables incurred in the
ordinary course of business. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor.

         "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

         "Insolvent": pertaining to a condition of Insolvency.

         "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

         "Interest Payment Date": (a) as to any ABR Loan (other than any
Swingline Loan), the last day of each March, June, September and December to
occur while such Loan is outstanding and the final maturity date of such Loan,
(b) as to any Eurocurrency Loan having an Interest Period of three months or
less, the last day of such Interest Period, (c) as to any Eurocurrency Loan
having an Interest Period longer than three months, each day that is three
months, or a whole multiple thereof, after the first day of such Interest Period
and the last day of such Interest Period, (d) as to any Eurocurrency Loan, the
date of any repayment or prepayment made in respect thereof and (e) as to any
Swingline Loan, the day that such Loan is required to be repaid.

         "Interest Period": as to any Eurocurrency Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurocurrency Loan and ending one, two, three or six months
thereafter, as selected by the relevant Borrower in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto; and (b)
thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Eurocurrency Loan and ending one, two, three
or six months thereafter, as selected by the relevant Borrower by irrevocable
notice to the Administrative Agent not later than 11:00 A.M., New York City
time, in the case of Revolving Loans denominated in Dollars, and 11:00 A.M.,
London time, in the case of Foreign Currency
<PAGE>
                                                                              13

Loans, three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that, all of the foregoing provisions
relating to Interest Periods are subject to the following:

                  (i) if any Interest Period would otherwise end on a day that
         is not a Business Day, such Interest Period shall be extended to the
         next succeeding Business Day unless the result of such extension would
         be to carry such Interest Period into another calendar month in which
         event such Interest Period shall end on the immediately preceding
         Business Day;

                  (ii) the relevant Borrower may not select an Interest Period
         that would extend beyond the Termination Date;

                  (iii) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall end on the last Business Day of a calendar month; and

                  (iv) the relevant Borrower shall select Interest Periods so as
         not to require a payment or prepayment of any Eurocurrency Loan during
         an Interest Period for such Loan.

                  "Investments": as to any Person, any advance, loan, extension
of credit (by way of guaranty or otherwise) or capital contribution to, or
purchase of any Capital Stock, bonds, notes, debentures or other debt securities
of, or any assets constituting a business unit of, or make any other investment
in, any other Person.

                  "Issuing Lender": JPMorgan Chase Bank, in its capacity as
issuer of any Letter of Credit.

                  "Joinder Agreement": as defined in Section 10.1(b).

                  "Judgment Currency":  as defined in Section 10.16(b).

                  "L/C Commitment":  $15,000,000.

                  "L/C Fee Payment Date": (a) the third Business Day following
the last day of each March, June, September and December and (b) the last day of
the Revolving Commitment Period.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit (including the Dollar Equivalent of Letters of Credit issued
in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of
Credit (including the Dollar Equivalent of drawings in Foreign Currencies) that
have not then been reimbursed pursuant to Section 2.11.

                  "L/C Participants": the collective reference to all the Dollar
Lenders other than the Issuing Lender.



<PAGE>
                                                                              14


            "Last Response Date": as defined in Section 2.15.

            "Lender Affiliate": (a) any Affiliate of any Lender, (b) any Person
that is administered or managed by any Lender or any Affiliate of any Lender and
that is engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

            "Lenders": as defined in the preamble hereto; provided, that, unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

            "Letters of Credit": as defined in Section 2.7(a).

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

            "Loan": any loan made by any Lender pursuant to this Agreement.

            "Loan Documents": this Agreement, the Notes and the Joinder
Agreements.

            "Loan Parties": each Group Member that is a party to a Loan
Document.

            "London Funding Office": the Administrative Agent's office located
at 125 London Wall, London, or such other office in London as may be designated
by the Administrative Agent by written notice to the Company and the Lenders.

            "Majority Facility Lenders": with respect to either Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Total
Dollar Revolving Extensions of Credit or Total Multicurrency Extensions of
Credit, as the case may be, outstanding under such Facility (or, prior to the
termination or expiration of the Revolving Commitments under the relevant
Facility, the holders of more than 50% of the Total Dollar Revolving Commitments
thereunder or the Total Multicurrency Revolving Commitments thereunder, as the
case may be).

            "Material Adverse Effect": a material adverse effect on (a) the
business, property, operations or financial condition of the Company and its
Subsidiaries taken as a whole or (b) the validity or enforceability of this
Agreement or any of the other Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

            "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.
<PAGE>
                                                                              15


            "Multicurrency Lender": any Lender with a Multicurrency Revolving
Commitment or that holds Multicurrency Revolving Extensions of Credit.

            "Multicurrency Revolving Commitment": as to any Lender, the
obligation of such Lender, if any, to make Multicurrency Revolving Loans in an
aggregate principal amount (based on, in the case of Foreign Currency Loans, the
Dollar Equivalent of such Foreign Currency Loans) not to exceed the amount set
forth under the heading "Multicurrency Revolving Commitment" opposite such
Lender's name on Schedule 1.1A or in the Assignment and Acceptance pursuant to
which such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof. The original amount of the Total
Multicurrency Revolving Commitments is $30,000,000.

            "Multicurrency Revolving Extensions of Credit": as to any
Multicurrency Lender at any time, an amount equal to the aggregate principal
amount (based on, in the case of Foreign Currency Loans, the Dollar Equivalent
of such Foreign Currency Loans) of all Multicurrency Revolving Loans held by
such Lender then outstanding.

            "Multicurrency Revolving Loans": as defined in Section 2.1(c).

            "Multicurrency Revolving Percentage": as to any Multicurrency Lender
at any time, the percentage which such Lender's Multicurrency Revolving
Commitment then constitutes of the Total Multicurrency Revolving Commitments or,
at any time after the Multicurrency Revolving Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender's
Multicurrency Revolving Extensions of Credit then outstanding constitutes of the
aggregate amount of the Multicurrency Revolving Extensions of Credit then
outstanding.

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

            "New York Funding Office": the Administrative Agent's office located
at One Chase Manhattan Plaza, New York, New York, or such other office in New
York City as may be designated by the Administrative Agent by written notice to
the Company and the Lenders.

            "1997 Note Agreement": the Note Agreement, dated as of December 23,
1997, entered into between the Company and the Prudential Insurance Company of
America.

            "Non-Excluded Taxes": as defined in Section 2.25(a).

            "Non-Extending Lender": as defined in Section 2.15.

            "Non-U.S. Lender": as defined in Section 2.25(d).

            "Note Agreements": the collective reference to the 1997 Note
Agreement and the 2000 Note Agreement.

            "Notes": the collective reference to any promissory note evidencing
Loans.
<PAGE>
                                                                              16


            "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Company, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) the Loans and all other obligations and liabilities
of the Company to the Administrative Agent or to any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge
Agreement or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Company pursuant hereto) or otherwise.

            "Other Taxes": any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

            "Participant": as defined in Section 10.6(b).

            "Participating Member State": each state so described in any EMU
legislation.

            "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

            "Plan": at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Company or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Policies": as defined in Section 6.3(l).

            "Preferred Stock": any class of capital stock of the Company or any
of its Subsidiaries which is redeemable or which has a preference upon
liquidation or in the payment of dividends over the respective common stock of
the Company or any of its Subsidiaries.

            "Priority Debt": without duplication, (a) all Indebtedness of
Subsidiaries other than (i) Indebtedness of any Subsidiary to the Company or any
other Subsidiary and (ii) Guarantees by any Subsidiary of Indebtedness of any
other Subsidiary, (b) all Indebtedness of the Company or any of its Subsidiaries
secured by a Lien other than a Lien permitted by Section 6.3(a) through Section
6.3(h), Section 6.3(m) and, to the extent relating to Section 6.3(a) through
Section 6.3(h), Section 6.3(l) and (c) all Preferred Stock of Subsidiaries not
owned by the Company directly or indirectly through a Wholly Owned Subsidiary.
<PAGE>
                                                                              17


            "Properties": as defined in Section 3.16(a).

            "Refunded Swingline Loans":  as defined in Section 2.4(b).

            "Refunding Date": as defined in Section 2.4(c).

            "Register": as defined in Section 10.6(d).

            "Regulation U": Regulation U of the Board as in effect from time to
time.

            "Reimbursement Obligation": the obligation of the Company to
reimburse the Issuing Lender pursuant to Section 2.11 for amounts drawn under
Letters of Credit.

            "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
Reg.Section 4043.

            "Required Lenders": at any time, the holders of more than 50% of the
sum of (a) the Total Dollar Revolving Commitments then in effect or, if the
Dollar Revolving Commitments have been terminated, the Total Dollar Revolving
Extensions of Credit then outstanding and (b) the Total Multicurrency Revolving
Commitments then in effect or, if the Multicurrency Revolving Commitments have
been terminated, the Total Multicurrency Revolving Extensions of Credit then
outstanding.

            "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

            "Reset Date": as defined in Section 2.29.

            "Responsible Officer": the chief executive officer, president or
chief financial officer of the Company, but in any event, with respect to
financial matters, the chief financial officer of the Company.

            "Restricted Payments": as defined in Section 6.6.

            "Revolving Commitment": as to any Lender, its Dollar Revolving
Commitment and Multicurrency Revolving Commitment.

            "Revolving Commitment Period": the period from and including the
Funding Date to the Termination Date.
<PAGE>
                                                                              18


            "Revolving Loans": collectively, Dollar Revolving Loans and
Multicurrency Revolving Loans.

            "Sale and Leaseback Transaction": as defined in Section 6.6.

            "SEC": the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority.

            "Single Employer Plan": any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

            "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Company.

            "Subsidiary Group": any Subsidiary which is, or a group of
Subsidiaries all of which are, at the time of determination subject to one or
more cases, proceedings or other actions described in Section 8(f) or judgments
described in Section 8(h) and, on an aggregate basis, either such Subsidiary or
group (i) had gross revenues which represented more than 5% of the consolidated
gross revenues of the Company and its Subsidiaries as determined on a
consolidated basis in accordance with GAAP for the most recently completed
fiscal year of the Company (or on a pro forma basis in the case of a newly
acquired or created Subsidiary which would have (either individually or as part
of any such group) accounted for 5% or more of such consolidated gross revenues)
or (ii) has total assets which represent 5% or more of the consolidated total
assets of the Company and its Subsidiaries as determined on a consolidated basis
in accordance with GAAP as of the end of the most recently completed fiscal year
of the Company (adjusted on a pro forma basis to give effect to acquisitions or
dispositions of assets since the end of such fiscal year).

            "Swingline Commitment": the obligation of the Swingline Lender to
make Swingline Loans pursuant to Section 2.3 in an aggregate principal amount at
any one time outstanding not to exceed $10,000,000.

            "Swingline Lender": JPMorgan Chase Bank, in its capacity as the
lender of Swingline Loans.

            "Swingline Loans": as defined in Section 2.3.

            "Swingline Participation Amount": as defined in Section 2.4.

            "Syndication Agent": as defined in the preamble hereto.
<PAGE>
                                                                              19


            "Synthetic Purchase Agreement": any agreement pursuant to which any
Group Member is or may become obligated to make (a) any payment in connection
with the purchase by any third party from a Person other than a Group Member of
any Capital Stock of any Group Member or any Indebtedness referred to in Section
6.7 (except to the extent permitted under Sections 6.6 or 6.7) or (b) any
payment the amount of which is determined by reference to the price or value at
any time of any such Capital Stock or Indebtedness (except to the extent
permitted under Sections 6.6 or 6.7); provided, that no phantom stock or similar
plan providing for payments only to current or former directors, officers or
employees of any Group Member (or to their heirs or estates) shall be deemed to
be a Synthetic Purchase Agreement.

            "Termination Date": December 20, 2002, subject to extension as
provided in Section 2.15.

            "Total Dollar Revolving Commitments": at any time, the aggregate
amount of the Dollar Revolving Commitments then in effect.

            "Total Dollar Revolving Extensions of Credit": at any time, the
aggregate amount of the Dollar Revolving Extensions of Credit outstanding at
such time.

            "Total Multicurrency Revolving Commitments": at any time, the
aggregate amount of the Multicurrency Revolving Commitments then in effect.

            "Total Multicurrency Revolving Extensions of Credit": at any time,
the aggregate amount of the Multicurrency Revolving Extensions of Credit
outstanding at such time.

            "Total Revolving Commitments": the Total Dollar Revolving
Commitments and the Total Multicurrency Revolving Commitments.

            "Total Revolving Extensions of Credit": the Total Dollar Revolving
Extensions of Credit and the Total Multicurrency Revolving Extensions of Credit.

            "Transferee": any Assignee or Participant.

            "Treaty": the Treaty establishing the European Economic Community,
being the Treaty of Rome of March 25, 1957 as amended by the Single European Act
1986 and the Maastricht Treaty (which was signed on February 7, 1992 and came
into force on November 1, 1993) and as may from time to time be further amended,
supplemented or otherwise modified.

            "2000 Note Agreement": the Note Agreement, dated as of November 13,
2000, entered into between the Company and the Prudential Insurance Company of
America.

            "Type": as to any Loan, its nature as an ABR Loan or a Eurocurrency
Loan.

            "United States": the United States of America.

            "Wholly Owned Subsidiary": as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.
<PAGE>
                                                                              20


            1.2   Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to any Group Member not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words
"incurred" and "incurrence" shall have correlative meanings), (iv) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) references to agreements or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

            1.3   Currency Conversion. (a) If more than one currency or currency
unit are at the same time recognized by the central bank of any country as the
lawful currency of that country, then (i) any reference in the Loan Documents
to, and any obligations arising under the Loan Documents in, the currency of
that country shall be translated into or paid in the currency or currency unit
of that country designated by the Administrative Agent and (ii) any translation
from one currency or currency unit to another shall be at the official rate of
exchange recognized by the central bank for conversion of that currency or
currency unit into the other, rounded up or down by the Administrative Agent as
it deems appropriate.

            (b) If a change in any currency of a country occurs, this Agreement
shall be amended (and each party hereto agrees to enter into any supplemental
agreement necessary to effect any such amendment) to the extent that the
Administrative Agent determines such amendment to be necessary to reflect the
change in currency and to put the Lenders in the same position, so far as
possible, that they would have been in if no change in currency had occurred.

              SECTION 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

            2.1   Revolving Commitments. (a) Subject to the terms and conditions
hereof, each Dollar Lender severally agrees to make revolving credit loans
denominated in Dollars ("Dollar Revolving Loans") to the Company from time to
time during the Revolving Commitment Period in an aggregate principal amount at
any one time outstanding which, when
<PAGE>
                                                                              21


added to such Lender's Dollar Revolving Percentage of the sum of (i) the L/C
Obligations then outstanding and (ii) the aggregate principal amount of the
Swingline Loans then outstanding, does not exceed the amount of such Lender's
Dollar Revolving Commitment. During the Revolving Commitment Period, the Company
may use the Dollar Revolving Commitments by borrowing, prepaying and reborrowing
the Dollar Revolving Loans in whole or in part, all in accordance with the terms
and conditions hereof. The Dollar Revolving Loans may from time to time be
Eurocurrency Loans or ABR Loans, as determined by the Company and notified to
the Administrative Agent in accordance with Sections 2.2 and 2.18.

            (b) The Company shall repay all outstanding Dollar Revolving Loans
on the Termination Date.

            (c) Subject to the terms and conditions hereof, each Multicurrency
Lender severally agrees, from time to time during the Revolving Commitment
Period, (i) to make revolving credit loans denominated in Dollars
("Multicurrency Dollar Revolving Loans") to the Company and (ii) to make
revolving credit loans denominated in one or more Foreign Currencies ("Foreign
Currency Loans"; together with the Multicurrency Dollar Revolving Loans, the
"Multicurrency Revolving Loans") to the Foreign Subsidiary Borrowers in an
aggregate principal amount (based on, in the case of Foreign Currency Loans, the
Dollar Equivalent of such Foreign Currency Loans) at any one time outstanding
which does not exceed the amount of such Lender's Multicurrency Revolving
Commitment. During the Revolving Commitment Period, the Company and the Foreign
Subsidiary Borrowers may borrow, prepay and reborrow Multicurrency Dollar
Revolving Loans and Foreign Currency Loans, respectively, in whole or in part,
all in accordance with the terms and conditions hereof. The Multicurrency Dollar
Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as
determined by the Company and notified to the Administrative Agent in accordance
with Sections 2.2 and 2.18. All Foreign Currency Loans shall be Eurocurrency
Loans.

            (d) The Borrowers shall repay all outstanding Multicurrency
Revolving Loans on the Termination Date.

            (e) The Company may from time to time elect to increase the Total
Dollar Revolving Commitments and/or the Total Multicurrency Revolving
Commitments so long as, after giving effect thereto, the aggregate amount of the
Total Revolving Commitments does not exceed $110,000,000. The Company may
arrange for any such increase to be provided by one or more Lenders (each Lender
so agreeing to an increase in its Dollar Revolving Commitment and/or
Multicurrency Revolving Commitment, an "Increasing Lender"), or by one or more
banks, financial institutions or other entities (each such bank, financial
institution or other entity, an "Augmenting Lender"), to increase their existing
Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case
may be, or extend Dollar Revolving Commitments or Multicurrency Revolving
Commitments, as the case may be, provided that (i) each Augmenting Lender, shall
be subject to the approval of the Company and the Administrative Agent and (ii)
the Company and each applicable Increasing Lender or Augmenting Lender shall
execute all such documentation as the Administrative Agent shall reasonably
specify to evidence its Dollar Revolving Commitment or Multicurrency Revolving
Commitment, as the case may be, and its status as a Dollar Lender or
Multicurrency Lender, as the case may be. Increases and new Commitments created
pursuant to this clause shall become
<PAGE>
                                                                              22


effective on the date agreed by the Company, the Administrative Agent and the
relevant Lenders and the Administrative Agent shall notify each affected Lender
thereof. Notwithstanding the foregoing, no increase in the Total Dollar
Revolving Commitments or the Total Multicurrency Revolving Commitments, as the
case may be (or in the Dollar Revolving Commitment or Multicurrency Revolving
Commitment of any Lender), shall become effective under this paragraph unless,
(i) on the proposed date of the effectiveness of such increase, the conditions
set forth in paragraphs (a) and (b) of Section 4.3 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such
date and executed by a Responsible Officer of the Company and (ii) the
Administrative Agent shall have received (with sufficient copies for each of the
Lenders) documents consistent with those delivered on the Effective Date under
paragraphs (e) and (f) of Section 4.1 as to the corporate power and authority of
the Company to borrow hereunder after giving effect to such increase. On the
effective date of any increase in the Total Dollar Revolving Commitments or the
Total Multicurrency Revolving Commitments, as the case may be, (i) each relevant
Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds and in the
relevant currency or currencies as the Administrative Agent shall determine, for
the benefit of the other relevant Lenders, as being required in order to cause,
after giving effect to such increase and the use of such amounts to make
payments to such other relevant Lenders, (A) each Dollar Lender's portion of the
outstanding Dollar Revolving Loans of all the Dollar Lenders to equal its Dollar
Revolving Percentage of such outstanding Dollar Revolving Loans and (B) each
Multicurrency Lender's portion of the outstanding Multicurrency Revolving Loans
of all the Multicurrency Lenders in each currency to equal its Multicurrency
Revolving Percentage of such outstanding Multicurrency Revolving Percentage of
such outstanding Multicurrency Revolving Loan in each such currency and (ii) the
Company shall be deemed to have repaid and reborrowed all outstanding Dollar
Loans and/or Multicurrency Loans, as the case may be, as of the date of any
increase in the relevant Commitments (with such reborrowing to consist of the
Types of Loans, with related Interest Periods if applicable, specified in a
notice delivered by the Company in accordance with the requirements of Section
2.2). The deemed payments made pursuant to clause (ii) of the immediately
preceding sentence in respect of each Eurocurrency Loan shall be subject to
indemnification by the Company pursuant to the provisions of Section 2.26 if the
deemed payment occurs other than on the last day of the related Interest
Periods.

            2.2   Procedure for Revolving Loan Borrowing. (a) The Company may
borrow under Section 2.1(a) during the Revolving Commitment Period on any
Business Day, provided that the Company shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 11:00 A.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurocurrency Loans, or (b) one Business
Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying
(i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested
Borrowing Date and (iii) in the case of Eurocurrency Loans, the respective
amounts of each such Type of Loan and the respective lengths of the initial
Interest Period therefor. Each borrowing under Section 2.1(a) shall be in an
amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple
thereof (or, if the then aggregate Available Dollar Revolving Commitments are
less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided,
that the Swingline Lender may request, on behalf of the Company, borrowings
under Section 2.1(a) that are ABR Loans in other
<PAGE>
                                                                              23


amounts pursuant to Section 2.4. Upon receipt of any such notice from the
Company, the Administrative Agent shall promptly notify each Dollar Lender
thereof. Each Dollar Lender will make the amount of its pro rata share of each
borrowing under Section 2.1(a) available to the Administrative Agent for the
account of the Company at the New York Funding Office prior to 12:00 Noon, New
York City time, on the Borrowing Date requested by the Company in funds
immediately available in Dollars to the Administrative Agent. Such borrowing
will then be made available to the Company by the Administrative Agent crediting
the account of the Company on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Dollar Lenders and in
like funds as received by the Administrative Agent.

            (b) (i) The Company may borrow under Section 2.1(c)(i) during the
Revolving Commitment Period on any Business Day, provided that the Company shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three
Business Days prior to the requested Borrowing Date, in the case of Eurocurrency
Loans, or (b) one Business Day prior to the requested Borrowing Date, in the
case of ABR Loans), specifying (i) the amount and Type of Revolving Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurocurrency Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Each borrowing under
Section 2.1(c) shall be in an amount equal to (x) in the case of ABR Loans,
$1,000,000 or a whole multiple thereof (or, if the then aggregate Available
Multicurrency Revolving Commitments are less than $1,000,000, such lesser
amount) and (y) in the case of Eurocurrency Loans, $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from
the Company, the Administrative Agent shall promptly notify each Multicurrency
Lender thereof. Each Multicurrency Lender will make the amount of its pro rata
share of each borrowing under Section 2.1(c) available to the Administrative
Agent for the account of the Company at the New York Funding Office prior to
12:00 Noon, New York City time, on the Borrowing Date requested by the Company
in funds immediately available in Dollars to the Administrative Agent. Such
borrowing will then be made available to the Company by the Administrative Agent
crediting the account of the Company on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Multicurrency Lenders and in like funds as received by the Administrative Agent.

            (ii) Any Foreign Subsidiary Borrower may borrow under Section
2.1(c)(ii) during the Revolving Commitment Period on any Business Day, provided
that such Foreign Subsidiary Borrower or its authorized designee shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 A.M., London time, three Business Days prior
to the requested Borrowing Date) specifying (a) the amount to be borrowed and
the Foreign Currency with respect thereto, (b) the requested Borrowing Date and
(c) the initial Interest Periods with respect thereto. Upon receipt of such
notice, the Administrative Agent shall promptly notify each Multicurrency Lender
thereof. Each borrowing of Foreign Currency Loans shall be in an amount equal to
(x) in the case of Loans denominated in British Pounds Sterling, L1,000,000 or a
whole multiple of L500,000 in excess thereof and (y) in the case of Loans
denominated in Euros, E3,000,000 or a whole multiple of E1,000,000 in excess
thereof. Each Multicurrency Lender shall make the amount of its pro rata share
of each borrowing under Section 2.1(c) available to the Administrative Agent for
the account of the
<PAGE>
                                                                              24


relevant Foreign Subsidiary Borrower by wire transfer of immediately available
funds in the relevant Foreign Currency by 12:00 Noon, London time, to the
account of the Administrative Agent most recently designated by it for such
purposes by notice to the Multicurrency Lenders. The Administrative Agent will
make such Foreign Currency Loans available to such Foreign Subsidiary Borrower
by promptly crediting the amounts so received, in like funds, to an account of
such Foreign Subsidiary Borrower maintained with the Administrative Agent.

            2.3   Swingline Commitment. (a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Company under the Dollar Revolving Commitments from time to
time during the Revolving Commitment Period by making swing line loans in
Dollars ("Swingline Loans") to the Company; provided that (i) the aggregate
principal amount of Swingline Loans outstanding at any time shall not exceed the
Swingline Commitment then in effect (notwithstanding that the Swingline Loans
outstanding at any time, when aggregated with the Swingline Lender's other
outstanding Dollar Revolving Loans, may exceed the Swingline Commitment then in
effect) and (ii) the Company shall not request, and the Swingline Lender shall
not make, any Swingline Loan if, after giving effect to the making of such
Swingline Loan, the aggregate amount of the Available Dollar Revolving
Commitments would be less than zero. During the Revolving Commitment Period, the
Company may use the Swingline Commitment by borrowing, repaying and reborrowing
Swingline Loans, all in accordance with the terms and conditions hereof.
Swingline Loans shall be ABR Loans only.

            (b) The Company shall repay all outstanding Swingline Loans on the
Termination Date.

            2.4   Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever the Company desires that the Swingline Lender make Swingline
Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice must be received by the Swingline
Lender not later than 12:00 Noon, New York City time, on the proposed Borrowing
Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing
Date (which shall be a Business Day during the Revolving Commitment Period).
Each borrowing under the Swingline Commitment shall be in an amount equal to
$500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00
P.M., New York City time, on the Borrowing Date specified in a notice in respect
of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the New York Funding Office an amount in immediately
available funds equal to the amount of the Swingline Loan to be made by the
Swingline Lender. The Administrative Agent shall make the proceeds of such
Swingline Loan available to the Company on such Borrowing Date by depositing
such proceeds in the account of the Company with the Administrative Agent on
such Borrowing Date in immediately available funds.

            (b) The Swingline Lender, at any time and from time to time in its
sole and absolute discretion may, on behalf of the Company (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on notice given
no later than 12:00 Noon, New York City time, on any Business Day request each
Dollar Lender to make, and each Dollar Lender hereby agrees to make, a Dollar
Revolving Loan, in an amount equal to such Lender's Dollar Revolving Percentage
of the aggregate amount of the Swingline Loans (the "Refunded Swingline Loans")
<PAGE>
                                                                              25


outstanding on the date of such notice, to repay the Swingline Lender. Each
Dollar Lender shall make the amount of such Dollar Revolving Loan available to
the Administrative Agent at the New York Funding Office in immediately available
funds, not later than 3:00 P.M., New York City time, on such Business Day. The
proceeds of such Dollar Revolving Loans shall be immediately made available by
the Administrative Agent to the Swingline Lender for application by the
Swingline Lender to the repayment of the Refunded Swingline Loans. The Company
irrevocably authorizes the Swingline Lender to charge the Company's accounts
with the Administrative Agent (up to the amount available in each such account)
in order to immediately pay the amount of such Refunded Swingline Loans to the
extent amounts received from the Dollar Lenders are not sufficient to repay in
full such Refunded Swingline Loans.

            (c) If prior to the time a Dollar Revolving Loan would have
otherwise been made pursuant to Section 2.4(b), one of the events described in
Section 8(f) shall have occurred and be continuing with respect to the Company
or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Dollar Revolving Loans may not be made as contemplated by Section
2.4(b), each Dollar Lender shall, on the date such Dollar Revolving Loan was to
have been made pursuant to the notice referred to in Section 2.4(b) (the
"Refunding Date"), purchase for cash an undivided participating interest in the
then outstanding Swingline Loans by paying to the Swingline Lender an amount
(the "Swingline Participation Amount") equal to (i) such Lender's Dollar
Revolving Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such Dollar
Revolving Loans.

            (d) Whenever, at any time after the Swingline Lender has received
from any Dollar Lender such Lender's Swingline Participation Amount, the
Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Lender will return to the Swingline Lender any
portion thereof previously distributed to it by the Swingline Lender.

            (e) Each Dollar Lender's obligation to make the Dollar Revolving
Loans referred to in Section 2.4(b) and to purchase participating interests
pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be
affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or the Company may have
against the Swingline Lender, the Company or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 4; (iii) any adverse change in the condition (financial or otherwise) of
the Company; (iv) any breach of this Agreement or any other Loan Document by the
Company, any other Loan Party or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

            2.5   Commitment Fees, etc. (a) The Company agrees to pay to the
Administrative Agent for the account of each Dollar Lender and Multicurrency
Lender a
<PAGE>
                                                                              26


commitment fee for the period from and including the Funding Date to the last
day of the Revolving Commitment Period, computed at the Commitment Fee Rate on
the average daily amount of the Available Dollar Revolving Commitment and
Available Multicurrency Revolving Commitment, respectively, of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and on the Termination
Date, commencing on the first of such dates to occur after the date hereof.

            (b) The Company agrees to pay to the Administrative Agent the fees
in the amounts and on the dates previously agreed to in writing by the Company
and the Administrative Agent.

            2.6   Termination or Reduction of Revolving Commitments. The Company
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Dollar Revolving Commitments or
Multicurrency Revolving Commitments or, from time to time, to reduce the amount
of the Dollar Revolving Commitments or Multicurrency Revolving Commitments;
provided that (a) no such termination or reduction of Dollar Revolving
Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Dollar Revolving Loans and Swingline Loans made on the
effective date thereof, the Total Dollar Revolving Extensions of Credit would
exceed the Total Dollar Revolving Commitments and (b) no such termination or
reduction of Multicurrency Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the Multicurrency Revolving
Loans made on the effective date thereof, the Total Multicurrency Extensions of
Credit would exceed the Total Multicurrency Commitments. Any such reduction
shall be in an amount equal to $1,000,000, or a whole multiple thereof, and
shall reduce permanently the Revolving Commitments then in effect. Each notice
delivered by the Company pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Dollar Revolving Commitments or
Multicurrency Revolving Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.

            2.7   L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Dollar
Lenders set forth in Section 2.10(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Company on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Dollar Revolving Commitments would be less
than zero. Each Letter of Credit shall (i) be denominated in Dollars or a
Foreign Currency and (ii) expire no later than the date that is five Business
Days prior to the Termination Date.

            (b) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit if such issuance would conflict with, or cause the Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.
<PAGE>
                                                                              27


            2.8   Procedure for Issuance of Letter of Credit. The Company may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Company. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Company promptly following the issuance thereof. The
Issuing Lender shall promptly furnish to the Administrative Agent, which shall
in turn promptly furnish to the Dollar Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).

            2.9   Fees and Other Charges. (a) The Company will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurocurrency Loans, shared ratably among the
Dollar Lenders and payable quarterly in arrears on each L/C Fee Payment Date
after the issuance date in the currency in which such Letter of Credit was
issued. In addition, the Company shall pay to the Issuing Lender for its own
account a fronting fee of 0.15% per annum on the undrawn and unexpired amount of
each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date
after the issuance date.

            (b) In addition to the foregoing fees, the Company shall pay or
reimburse the Issuing Lender for such normal and customary costs and expenses as
are incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

            2.10  L/C Participations. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on
the terms and conditions set forth below, for such L/C Participant's own account
and risk an undivided interest equal to such L/C Participant's Revolving
Percentage in the Issuing Lender's obligations and rights under and in respect
of each Letter of Credit and the amount of each draft paid by the Issuing Lender
thereunder. The Company and each L/C Participant unconditionally and irrevocably
agrees with the Issuing Lender that, if a draft is paid under any Letter of
Credit for which the Issuing Lender is not reimbursed in full by the Company in
accordance with the terms of this Agreement, (i) if such draft is paid in a
Foreign Currency, such amount shall be converted into Dollars at the Exchange
Rate then in effect as determined by the Administrative Agent (and such amount
shall thereafter be denominated in Dollars for all purposes of this Agreement)
and (ii) such L/C Participant shall pay to the Issuing Lender upon demand at the
Issuing Lender's address for notices specified herein an amount equal to such
L/C Participant's Revolving Percentage of the amount of such
<PAGE>
                                                                              28


draft (after giving effect to the conversion provided in clause (i) above), or
any part thereof, that is not so reimbursed.

            (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to Section 2.10(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
Section 2.10(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans. A certificate of the Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.

            (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 2.10(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Company or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

            2.11  Reimbursement Obligation of the Company. If the Issuing Lender
notifies the Company of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender, the Company agrees to reimburse
the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes,
fees, charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment, not later than 12:00 Noon, New York City time, on
the date that such payment is made, if the Company shall have received notice of
such payment prior to 10:00 A.M., New York City time, on such date, or, if such
notice has not been received by the Company prior to such time on such date,
then not later than 12:00 Noon, New York City time, on the Business Day
immediately following the day that the Company receives such notice, if such
notice is not received prior to such time on the day of receipt. Each such
payment shall be made to the Issuing Lender at its address for notices referred
to herein in the applicable currency and in immediately available funds.
Interest shall be payable on any such amounts from the date on which the
relevant draft is paid until payment in full (i) until the Business Day next
succeeding the date of the relevant notice, at the rate set forth in Section
2.20(b), in the case of amounts denominated in Dollars, and at the rate
determined by the Issuing Lender to be the cost to it of funding such amount
plus the Applicable Margin for Eurocurrency Loans, in the case of amounts
denominated in Foreign Currencies, and (ii) thereafter, at the rate set forth in
Section 2.20(c).
<PAGE>
                                                                              29


            2.12  Obligations Absolute. The Company's obligations under this
Section 2 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the
Company may have or have had against the Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Company also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Company's
Reimbursement Obligations under Section 2.11 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Company and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender. The Company agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Company and
shall not result in any liability of the Issuing Lender to the Company.

            2.13  Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Company of the date and amount thereof. The responsibility of the Issuing Lender
to the Company in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with such Letter of Credit.

            2.14  Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 2, the provisions of this Section 2 shall apply.

            2.15  Extension Option. At least 45 days but not more than 60 days
prior to the Termination Date, the Company may, by written notice to the
Administrative Agent (which notice the Administrative Agent shall promptly
transmit to each Lender), request that each Lender agree to an extension of the
Termination Date for a period of 364 days from its then scheduled expiration.
Each Lender shall respond to such extension request (each such response being
delivered to the Administrative Agent) in accordance with instructions provided
by the Administrative Agent (which response shall not be required earlier than
30 days (such date, the "Last Response Date") prior to the Termination Date),
with the failure of any Lender to respond being deemed to be a negative
response. Each Lender shall decide in its sole discretion whether or not to
agree to such extension of the Termination Date. So long as the Required Lenders
shall have approved such extension request and no Default or Event of Default is
in existence at such time, then each Lender that has responded affirmatively as
set forth above (each such Lender, an "Extending Lender") shall be deemed to
have agreed (such agreement to become effective on the then effective
Termination Date (such date an "Extension Date")) to cause the Termination Date
<PAGE>
                                                                              30


to be extended as to each Extending Lender until the date which is 364 days
after the then effective Termination Date. In the event that one or more Lenders
(each a "Non-Extending Lender") do not agree to such extension, the Company may
elect, with respect to such Non-Extending Lender, on or before the Termination
Date then in effect, to provide, with the consent of the Administrative Agent,
another bank or financial institution or entity to acquire the Revolving
Commitment of and Loans owing to such Non-Extending Lender, which assignment of
such Non-Extending Lender's Revolving Commitment and Loans shall be effected
pursuant to an Assignment and Acceptance executed by the Non-Extending Lender,
such other bank or financial institution or entity, the Company and the
Administrative Agent. On such Extension Date, the Dollar Revolving Commitment
and Multicurrency Revolving Commitment of any Non-Extending Lender shall, unless
assigned in accordance with the immediately preceding sentence, automatically
terminate in whole without any further notice or other action by the Company,
such Non-Extending Lender or any other Person and all principal, interest and
fees owing to such Non-Extending Lender shall be paid in full by the Company,
provided that such Non-Extending Lender's rights under Sections 2.24, 2.25, 2.26
and 10.5 shall survive the Extension Date for such Non-Extending Lender as to
matters occurring on or prior to such date.

            2.16  Optional Prepayments. (a) The Company may at any time and from
time to time prepay the Loans (other than Foreign Currency Loans), in whole or
in part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent not later than 11:00 A.M., New York City time, three
Business Days prior to the date of prepayment, in the case of Eurocurrency Loans
denominated in Dollars, and not later than 11:00 A.M., New York City time, one
Business Day prior to the date of prepayment, in the case of ABR Loans, which
notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurocurrency Loans denominated in Dollars or ABR Loans;
provided, that if a Eurocurrency Loan denominated in Dollars is prepaid on any
day other than the last day of the Interest Period applicable thereto, the
Company shall also pay any amounts owing pursuant to Section 2.26. Upon receipt
of any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with (except in
the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued
interest to such date on the amount prepaid. Partial prepayments of Dollar
Revolving Loans and Multicurrency Dollar Revolving Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial
prepayments of Swingline Loans shall be in an aggregate principal amount of
$100,000 or a whole multiple thereof.

            (b) The Foreign Subsidiary Borrowers may at any time and from time
to time prepay Foreign Currency Loans, in whole or in part, without premium or
penalty, upon irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 A.M., London time, three Business Days
before the date of prepayment) specifying the date and amount of prepayment.
Upon receipt of any such notice the Administrative Agent shall promptly notify
each Multicurrency Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein,
together with any amounts payable pursuant to Section 2.26 and accrued interest
to such date on the amount prepaid. Partial prepayments of Foreign Currency
Loans shall be in a minimum principal amount of (x) L1,000,000 or a whole
multiple of L500,000 in excess thereof, in the case of Loans
<PAGE>
                                                                              31


denominated in British Pounds Sterling, and (y) E3,000,000 or a whole multiple
or E500,000 in excess thereof, in the case of Loans denominated in Euros.

            2.17  Mandatory Prepayments and Revolving Commitment Reductions. If,
on any day, (i) the Dollar Equivalent of the Total Multicurrency Revolving
Extensions of Credit exceeds the Multicurrency Revolving Commitments or (ii) the
Total Dollar Revolving Extensions of Credit exceed the Dollar Revolving
Commitments on such date, the Company shall, without notice or demand,
immediately repay (or cause the relevant Foreign Subsidiary Borrower to repay)
such of the outstanding Loans in an aggregate principal amount such that, after
giving effect thereto, (x) the Total Multicurrency Revolving Extensions of
Credit do not exceed the Multicurrency Revolving Commitments and (y) the Total
Dollar Revolving Extensions of Credit do not exceed the Dollar Revolving
Commitments, together with interest accrued to the date of such payment or
prepayment on the principal so prepaid and any amounts payable under Section
2.26 in connection therewith. Any prepayment of Dollar Revolving Loans pursuant
to clause (ii) of the immediately preceding sentence shall first be applied to
prepay any outstanding Swingline Loans. The Company may in lieu of prepaying
Multicurrency Revolving Loans in order to comply with this paragraph deposit
amounts in the relevant Foreign Currencies in a Cash Collateral Account, for the
benefit of the Multicurrency Lenders, equal to the aggregate principal amount of
Multicurrency Revolving Loans required to be prepaid. To the extent that after
giving effect to any prepayment of Loans required by this paragraph, the Total
Dollar Revolving Extensions of Credit at such time exceed the Dollar Revolving
Commitments at such time, the Company shall, without notice or demand,
immediately deposit in a Cash Collateral Account, for the benefit of the Dollar
Lenders, upon terms reasonably satisfactory to the Administrative Agent an
amount equal to the amount of such remaining excess. The Administrative Agent
shall apply any cash deposited in any Cash Collateral Account (to the extent
thereof) to pay any Reimbursement Obligations which are or become due thereafter
and/or to repay Multicurrency Revolving Loans at the end of the Interest Periods
therefor, as the case may be, provided that, (x) the Administrative Agent shall
release to the Company from time to time such portion of the amount on deposit
in any Cash Collateral Account to the extent such amount is not required to be
so deposited in order for the Company to be in compliance with this Section and
(y) the Administrative Agent may so apply such cash at any time after the
occurrence and during the continuation of an Event of Default. "Cash Collateral
Account" means an account specifically established by the Company with the
Administrative Agent for purposes of this Section and hereby pledged to the
Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control, including the right of withdrawal for
application in accordance with this Section.

            2.18  Conversion and Continuation Options. (a) The Company may elect
from time to time to convert Eurocurrency Loans denominated in Dollars to ABR
Loans by giving the Administrative Agent irrevocable notice of such election not
later than 11:00 A.M., New York City time, one Business Day prior to the date of
conversion, provided that any such conversion of Eurocurrency Loans may only be
made on the last day of an Interest Period with respect thereto. The Company may
elect from time to time to convert ABR Loans to Eurocurrency Loans denominated
in Dollars by giving the Administrative Agent irrevocable notice of such
election (which notice shall specify the length of the initial Interest Period
therefor) not later than 11:00 A.M., New York City time, three Business Days
prior to the date of conversion, provided that no ABR Loan may be converted into
a Eurocurrency Loan denominated in Dollars when any
<PAGE>
                                                                              32


Event of Default has occurred and is continuing and the Administrative Agent or
the Required Lenders have determined in its or their sole discretion not to
permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

            (b) Any Eurocurrency Loan may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving irrevocable notice to the Administrative Agent, in
accordance with the applicable provisions of the term "Interest Period" set
forth in Section 1.1, of the length of the next Interest Period to be applicable
to such Loans, provided that no Eurocurrency Loan denominated in Dollars may be
continued as such when any Event of Default has occurred and is continuing and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such continuations, and provided, further,
that if the Company shall fail to give any required notice as described above in
this paragraph or if such continuation is not permitted pursuant to the
preceding proviso any such Loans denominated in Dollars shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period
and, if the relevant Foreign Subsidiary Borrower shall fail to give such notice
of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be
automatically continued for an Interest Period of one month. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

            2.19  Limitations on Eurocurrency Tranches. Notwithstanding anything
to the contrary in this Agreement, all borrowings, conversions and continuations
of Eurocurrency Loans and all selections of Interest Periods shall be in such
amounts and be made pursuant to such elections so that, no more than ten
Eurocurrency Tranches in any currency shall be outstanding at any one time.

            2.20  Interest Rates and Payment Dates. (a) Each Eurocurrency Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section plus 2% or (y) in the case of Reimbursement Obligations, the rate
applicable to ABR Loans plus 2%, and (ii) if all or a portion of any interest
payable on any Loan or Reimbursement Obligation or any commitment fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to ABR Loans plus 2%
(unless such overdue amount is denominated in a Foreign Currency, in which case
such overdue amount shall bear interest of a rate per annum equal to the highest
rate then applicable under this Agreement to Foreign Currency Loans in such
currency plus 2%), in each case, with
<PAGE>
                                                                              33


respect to clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (after as well as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

            2.21  Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed and that interest on any Foreign Currency
Loan denominated in British Pounds Sterling shall be calculated on the basis of
a 365-day year for actual days elapsed. The Administrative Agent shall as soon
as practicable notify the relevant Borrower and the relevant Lenders of each
determination of a Eurocurrency Rate. Any change in the interest rate on a Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the relevant Borrower and the relevant Lenders of the effective date and
the amount of each such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the relevant Borrower, deliver to
such Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to Section 2.20(a).

            2.22  Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

            (a)   the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrowers) that, by
      reason of circumstances affecting the relevant market, adequate and
      reasonable means do not exist for ascertaining the Eurocurrency Rate for
      such Interest Period, or

            (b)   the Administrative Agent shall have received notice from the
      Required Lenders that the Eurocurrency Rate determined or to be determined
      for such Interest Period will not adequately and fairly reflect the cost
      to such Lenders (as conclusively certified by such Lenders) of making or
      maintaining their affected Loans during such Interest Period, or

            (c)   the Administrative Agent determines (which determination shall
      be conclusive and binding upon the Borrowers) that deposits in the
      applicable currency are not generally available, or cannot be obtained by
      the relevant Lenders, in the applicable market (any Foreign Currency
      affected by the circumstances described in clause (a), (b) or (c) is
      referred to as an "Affected Foreign Currency"),
<PAGE>
                                                                              34


the Administrative Agent shall give telecopy or telephonic notice thereof to the
relevant Borrowers and the relevant Lenders as soon as practicable thereafter.
If such notice is given (y) pursuant to clause (a) or (b) of this Section 2.22
in respect of Eurocurrency Loans denominated in Dollars, then (i) any
Eurocurrency Loans denominated in Dollars requested to be made on the first day
of such Interest Period shall be made as ABR Loans, (ii) any ABR Loans that were
to have been converted on the first day of such Interest Period to Eurocurrency
Loans denominated in Dollars shall be continued as ABR Loans and (iii) any
outstanding Eurocurrency Loans denominated in Dollars shall be converted, on the
last day of the then-current Interest Period, to ABR Loans and (z) in respect of
any Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected
Foreign Currency requested to be made on the first day of such Interest Period
shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected
Foreign Currency shall be due and payable on the first day of such Interest
Period. Until such relevant notice has been withdrawn by the Administrative
Agent, no further Eurocurrency Loans denominated in Dollars or Foreign Currency
Loans in an Affected Foreign Currency shall be made or continued as such, nor
shall the Company have the right to convert ABR Loans to Eurocurrency Loans
denominated in Dollars.

            2.23  Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrowers from the Lenders hereunder, each payment by the Borrowers on account
of any commitment fee and any reduction of the Revolving Commitments of the
Lenders shall be made pro rata according to the respective Dollar Revolving
Percentages or Multicurrency Revolving Percentages, as the case may be, of the
relevant Lenders.

            (b) Each payment (including each prepayment) by the Borrowers on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective Dollar Revolving Percentages or Multicurrency
Revolving Percentages, as the case may be, of the relevant Lenders.

            (c) All payments (including prepayments) to be made by any Borrower,
whether on account of principal, interest, fees or otherwise, shall be made
without setoff or counterclaim and shall be made prior to 12:00 Noon, New York
City time, on the due date thereof to the Administrative Agent, for the account
of the Lenders, at its New York Funding Office, in Dollars and in immediately
available funds (or, in the case of principal or interest relating to Foreign
Currency Loans, prior to 12:00 Noon, London time, on the due date thereof to the
Administrative Agent, for the account of the Multicurrency Lenders, at its
London Funding Office, in the relevant Foreign Currency and in immediately
available funds). The Administrative Agent shall distribute such payments to the
Lenders entitled to receive the same promptly upon receipt in like funds as
received. If any payment hereunder (other than payments on the Eurocurrency
Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day. If any payment on a
Eurocurrency Loan becomes due and payable on a day other than a Business Day,
the maturity thereof shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of principal
pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.
<PAGE>
                                                                              35


            (d) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent and the Administrative
Agent in reliance upon such assumption, make available to the relevant Borrower
a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, (i) in the case of
amounts denominated in Dollars, such amount with interest thereon at a rate
equal to the greater of (X) the Federal Funds Effective Rate and (Y) a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation, for the period until such Lender makes such amount
immediately available to the Administrative Agent or (ii) in the case of amounts
denominated in Foreign Currencies, such amount with interest thereon at a rate
determined by the Administrative Agent to be the cost to it of funding such
amount until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days after such Borrowing Date, the Administrative Agent
shall also be entitled to recover (i) in the case of amounts denominated in
Dollars, such amount with interest thereon at the rate per annum applicable to
ABR Loans, on demand, from the Company or (ii) in the case of amounts
denominated in Foreign Currencies, such amount with interest thereon at a rate
determined by the Administrative Agent to be the cost to it of funding such
amount, on demand, from the relevant Foreign Subsidiary Borrower.

            (e) Unless the Administrative Agent shall have been notified in
writing by a Borrower prior to the date of any payment due to be made by such
Borrower hereunder that such Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that such Borrower is
making such payment, and the Administrative Agent, may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders
their respective pro rata shares of a corresponding amount. If such payment is
not made to the Administrative Agent by the relevant Borrower within three
Business Days after such due date, the Administrative Agent shall be entitled to
recover, on demand, from each Lender to which any amount which was made
available pursuant to the preceding sentence, (i) in the case of amounts
denominated in Dollars, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate and (ii) in the case of
amounts denominated in Foreign Currencies, such amount with interest thereon at
a rate per annum determined by the Administrative Agent to be the cost to it of
funding such amount. Nothing herein shall be deemed to limit the rights of the
Administrative Agent, or any Lender against any Borrower.

            2.24  Requirements of Law; Illegality. (a) If the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
      with respect to this Agreement, any Letter of Credit, any Application or
      any Eurocurrency Loan made by it, or change the basis of taxation of
      payments to such Lender in respect thereof (except
<PAGE>
                                                                              36


      for Non-Excluded Taxes covered by Section 2.25 and changes in the rate of
      tax on the overall net income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, deposits or other liabilities in or for the account of, advances,
      loans or other extensions of credit by, or any other acquisition of funds
      by, any office of such Lender that is not otherwise included in the
      determination of the Eurocurrency Rate or that is not otherwise covered by
      Section 2.24(c); or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Company shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes entitled
to claim any additional amounts pursuant to this paragraph, it shall promptly
notify the Company (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Company (with a copy to the Administrative
Agent) of a written request therefor, the Company shall pay to such Lender
within 15 days after receipt of such request such additional amount or amounts
as will compensate such Lender or such corporation for such reduction; provided
that the Company shall not be required to compensate a Lender pursuant to this
paragraph for any amounts incurred more than six months prior to the date that
such Lender notifies the Company of such Lender's intention to claim
compensation therefor; and provided further that, if the circumstances giving
rise to such claim have a retroactive effect, then such six-month period shall
be extended to include the period of such retroactive effect.

            (c) If any Governmental Authority of the jurisdiction of any Foreign
Currency (or any other jurisdiction in which the funding operations of any
Multicurrency Lender shall be conducted with respect to such Foreign Currency)
shall have in effect any reserve, liquid asset or similar requirement with
respect to any category of deposits or liabilities customarily used to fund
loans in such Foreign Currency, or by reference to which interest rates
applicable to loans in such Foreign Currency are determined, and the result of
such requirement shall be to increase the cost to such Lender of making or
maintaining any Foreign Currency Loan in such Foreign
<PAGE>
                                                                              37


Currency, and such Lender shall deliver to the Company a notice requesting
compensation under this paragraph, then the Company will pay or cause the
relevant Foreign Subsidiary Borrower to pay to such Lender on each Interest
Payment Date with respect to each affected Foreign Currency Loan an amount that
will compensate such Lender for such additional cost.

            (d) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Company (with a copy of the
Administrative Agent) shall be conclusive in the absence of manifest error. The
obligations of the Company pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            (e) Notwithstanding any other provision of this Agreement, if, after
the date hereof, (i) (A) the adoption of any law, rule or regulation after the
date of this Agreement, (B) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (C) compliance by any Multicurrency Lender with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement, shall
make it unlawful for any such Lender to make or maintain any Foreign Currency
Loan or to give effect to its obligations as contemplated hereby with respect to
any Foreign Currency Loan, or (ii) there shall have occurred any change in
national or international financial, political or economic conditions (including
the imposition of or any change in exchange controls, but excluding conditions
otherwise covered by this Section 2.24) or currency exchange rates which would
make it impracticable for the Majority Facility Lenders in respect of the
Multicurrency Facility to make or maintain Foreign Currency Loans denominated in
the relevant currency to, or for the account of, any Borrower, then, by written
notice to the Company and to the Administrative Agent:

                  (A) such Lender or Lenders may declare that Foreign Currency
      Loans (in the affected currency or currencies) will not thereafter (for
      the duration of such unlawfulness) be made by such Lender or Lenders
      hereunder (or be continued for additional Interest Periods), whereupon any
      request for a Foreign Currency Loan (in the affected currency or
      currencies) or to continue a Foreign Currency Loan (in the affected
      currency or currencies), as the case may be, for an additional Interest
      Period) shall, as to such Lender or Lenders only, be of no force and
      effect, unless such declaration shall be subsequently withdrawn; and

                  (B) such Lender may require that all outstanding Foreign
      Currency Loans (in the affected currency or currencies), made by it be
      converted to ABR Loans or Loans denominated in Dollars, as the case may be
      (unless repaid by the Company or the relevant Foreign Subsidiary Borrower
      as described below), in which event all such Foreign Currency Loans (in
      the affected currency or currencies) shall be converted to ABR Loans or
      Loans denominated in Dollars, as the case may be, as of the effective date
      of such notice as provided in paragraph (f) below and at the Exchange Rate
      on the date of such conversion or, at the option of the Company or the
      applicable Foreign Subsidiary Borrower, repaid on the last day of the then
      current Interest Period with respect thereto or, if earlier, the date on
      which the applicable notice becomes effective.
<PAGE>
                                                                              38


In the event any Multicurrency Lender shall exercise its rights under (i) or
(ii) above, all payments and prepayments of principal that would otherwise have
been applied to repay the converted Foreign Currency Loans of such Lender shall
instead be applied to repay the ABR Loans or Loans denominated in Dollars, as
the case may be, made by such Lender resulting from such conversion.

            (f) For purposes of Section 2.24(e), a notice to the Company by any
Multicurrency Lender shall be effective as to each Foreign Currency Loan made by
such Lender, if lawful, on the last day of the Interest Period currently
applicable to such Foreign Currency Loan; in all other cases such notice shall
be effective on the date of receipt thereof by the Company.

            2.25  Taxes. (a) All payments made by the Borrowers under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or Other Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, provided, however, that the Borrowers shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrowers with respect to such Non-Excluded Taxes
pursuant to this paragraph.

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

            (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrowers, as promptly as possible thereafter the Borrowers shall send to
the Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrowers showing payment thereof. If the Borrowers fail to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrowers shall indemnify the
Administrative Agent and the
<PAGE>
                                                                              39


Lenders for any incremental taxes, interest or penalties that may become payable
by the Administrative Agent or any Lender as a result of any such failure.

            (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Company and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit E and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Company under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Company at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Company (or any other form of certification adopted
by the U.S. taxing authorities for such purpose). Notwithstanding any other
provision of this paragraph, a Non-U.S. Lender shall not be required to deliver
any form pursuant to this paragraph that such Non-U.S. Lender is not legally
able to deliver.

            (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Company
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Company, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

            (f) Each Lender that is not incorporated or organized under the laws
of the jurisdiction under which a Foreign Subsidiary Borrower is incorporated or
organized or is not a resident for taxation purposes of such Foreign Subsidiary
Borrower's country of tax residence, shall upon written request by such Foreign
Subsidiary Borrower, deliver to such Foreign Subsidiary Borrower or the
applicable Governmental Authority or taxing authority, as the case may be, any
form or certificate required in order that any payment by such Foreign
Subsidiary Borrower under this Agreement or any Notes to such Lender may be made
free and clear of, and without deduction or withholding for or on account of any
tax (or to allow any such deduction or withholding to be at a reduced rate)
imposed on such payment under the laws of the jurisdiction under which such
Foreign Subsidiary Borrower is incorporated or organized or is otherwise a
resident for taxation purposes, provided that such Lender is legally entitled to
complete, execute and deliver such form or certificate and such completion,
execution or submission would not materially prejudice the legal position of
such Lender.
<PAGE>
                                                                              40


            (g) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            2.26  Indemnity. The Company agrees to indemnify each Lender for,
and to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by any Borrower in making a
borrowing of, conversion into or continuation of Eurocurrency Loans after such
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by any Borrower in making any
prepayment of or conversion from Eurocurrency Loans after such Borrower has
given a notice thereof in accordance with the provisions of this Agreement or
(c) the making of a prepayment of Eurocurrency Loans on a day that is not the
last day of an Interest Period with respect thereto. Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of interest
that would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such failure
to borrow, convert or continue to the last day of such Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the relevant interbank market. A certificate as to any amounts
payable pursuant to this Section submitted to the Company by any Lender shall be
conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            2.27  Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.24(a), 2.24(b)
or 2.25(a) with respect to such Lender, it will, if requested by the Company,
use reasonable efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event with
the object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Company or the rights of any Lender
pursuant to Section 2.24(a), 2.24(b) or 2.25(a).

            2.28  Replacement of Lenders. The Company shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.24(a), 2.24(b) or 2.25(a) or (b) defaults in its obligation to make
Loans hereunder, with a replacement financial institution; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall have taken no action
under Section 2.27 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.24(a), 2.24(b) or 2.25(a), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the Company
shall be liable to such replaced Lender under Section 2.27 if any Eurocurrency
Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be
<PAGE>
                                                                              41


reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 10.6 (provided that the Company shall be obligated to pay the
registration and processing fee referred to therein), (viii) until such time as
such replacement shall be consummated, the Company shall pay all additional
amounts (if any) required pursuant to Section 2.24(a), 2.24(b) or 2.25(a), as
the case may be, and (ix) any such replacement shall not be deemed to be a
waiver of any rights that the Company, the Administrative Agent or any other
Lender shall have against the replaced Lender.

            2.29  Foreign Currency Exchange Rate. (a) No later than 1:00 P.M.,
New York City time, on each Calculation Date with respect to a Foreign Currency,
the Administrative Agent shall determine the Exchange Rate as of such
Calculation Date with respect to such Foreign Currency, provided that, upon
receipt of a borrowing request pursuant to Section 2.2(b)(ii) or a request for a
Letter of Credit pursuant to Section 2.8, the Administrative Agent shall
determine the Exchange Rate with respect to the relevant Foreign Currency on the
related Calculation Date (it being acknowledged and agreed that the
Administrative Agent shall use such Exchange Rate for the purposes of
determining compliance with Section 2.1 with respect to such borrowing request).
The Exchange Rates so determined shall become effective on the relevant
Calculation Date (a "Reset Date"), shall remain effective until the next
succeeding Reset Date and shall for all purposes of this Agreement (other than
Section 2.10(a), 2.24(e), 10.16 and any other provision expressly requiring the
use of a current Exchange Rate) be the Exchange Rates employed in converting any
amounts between Dollars and Foreign Currencies.

            (b) No later than 5:00 P.M., New York City time, on each Reset Date,
the Administrative Agent shall determine the aggregate amount of the Dollar
Equivalents of the principal amounts of the relevant Foreign Currency Loans then
outstanding (after giving effect to any Foreign Currency Loans to be made or
repaid on such date) and the aggregate amount of the L/C Obligations then
outstanding.

            (c) The Administrative Agent shall promptly notify the Company of
each determination of an Exchange Rate hereunder.

                    SECTION 3. REPRESENTATIONS AND WARRANTIES

            To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Company hereby represents and warrants to the Administrative Agent
and each Lender that:

            3.1   Financial Condition. The audited consolidated balance sheets
of Company and its Subsidiaries as at December 31, 1998, December 31, 1999 and
December 31, 2000, and the related consolidated statements of income, of common
stockholders' equity and of cash flows for the fiscal years ended on such dates,
reported on by and accompanied by an unqualified report from Ernst & Young LLP,
present fairly the consolidated financial condition of Company and its
Subsidiaries as at such date, and the consolidated results of its operations and
its consolidated cash flows for the respective fiscal years then ended. The
unaudited consolidated balance sheet of Company and its Subsidiaries as at March
31, 2001, June 30, 2001 and September 30, 2001, and the related unaudited
consolidated statements of income, common stockholders' equity and cash flows
for the three-month periods ended on such dates, present
<PAGE>
                                                                              42


fairly the consolidated financial condition of Company and its Subsidiaries as
at such date, and the consolidated results of its operations and its
consolidated cash flows for the three-month periods then ended (subject to
normal year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein). During the period
from December 31, 2000, to and including the date hereof there has been no
Disposition by any Group Member of any material part of its business or
property.

            3.2   No Change. Since December 31, 2000, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

            3.3   Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except to the extent the failure to be so
organized, validly existing and in good standing could not reasonably be
expected to have a Material Adverse Effect, (b) has the power and authority, and
the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged,
except to the extent the failure to have such power, authority and rights could
not reasonably be expected to have a Material Adverse Effect, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect,
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

            3.4   Power; Authorization; Enforceable Obligations. Each Loan Party
has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrowers, to
obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Company, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the Loan Documents, except consents, authorizations, filings and notices
described in Schedule 3.4, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect. Each Loan Document
has been duly executed and delivered on behalf of each Loan Party party thereto.
This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

            3.5   No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings
<PAGE>
                                                                              43


hereunder and the use of the proceeds thereof will not violate any Requirement
of Law or any Contractual Obligation of any Group Member and will not result in,
or require, the creation or imposition of any Lien on any of their respective
properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation. No Requirement of Law applicable to the Company or any
of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect.

            3.6   Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Company, threatened by or against any Group Member or against any of
their respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby or (b) that
could reasonably be expected to have a Material Adverse Effect.

            3.7 No Default. No Group Member is in default under or with respect
to any of its Contractual Obligations in any respect that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

            3.8   Ownership of Property; Liens. Each Group Member has title in
fee simple to, or a valid leasehold interest in, all its material real property,
and good title to, or a valid leasehold interest in, all its other material
property, except to the extent that the failure to have such title or interests
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect, and none of such property is subject to any Lien except as permitted by
Section 6.3.

            3.9   Intellectual Property. Each Group Member owns, or is licensed
to use, all Intellectual Property necessary for the conduct of its business as
currently conducted, except to the extent that the failure to do so could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect. No
claim has been asserted and is pending by any Person challenging or questioning
the use of any Intellectual Property or the validity or effectiveness of any
Intellectual Property which could reasonably be expected to have a Material
Adverse Effect, nor does the Company know of any valid basis for any such claim.
The use of Intellectual Property by each Group Member does not infringe on the
rights of any Person except to the extent that the same could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            3.10  Taxes. Each Group Member has filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the relevant Group
Member or to the extent the failure to do so could not reasonably be expected to
have a Material Adverse Effect); no tax Lien has been filed, and, to the
knowledge of the Company, no claim is being asserted, with respect to any such
tax, fee or other charge.

            3.11  Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock"
<PAGE>
                                                                              44


within the respective meanings of each of the quoted terms under Regulation U as
now and from time to time hereafter in effect or for any purpose that violates
the provisions of the Regulations of the Board. If requested by any Lender or
the Administrative Agent, the Company will furnish to the Administrative Agent
and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

            3.12  ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Company nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Company nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvent.

            3.13  Investment Company Act; Other Regulations. 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. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

            3.14  Subsidiaries. Schedule 3.14 sets forth, as of the last day of
the most recent fiscal year of the Company, the name and jurisdiction of
incorporation of each Subsidiary listed on the Annual Report on Form 10-K of the
Company for the most recent fiscal year.

            3.15  Use of Proceeds. The proceeds of the Revolving Loans and the
Swingline Loans, and the Letters of Credit, shall be used (i) to refinance the
Company's Existing Bilateral Loan Agreements and (ii) for general corporate
purposes of the Company and its Subsidiaries.

            3.16  Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

            (a) the facilities and properties owned, leased or operated by any
Group Member (the "Properties") do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or concentrations
or under circumstances that constitute or constituted a violation of, or could
give rise to liability under, any Environmental Law;
<PAGE>
                                                                              45


            (b) no Group Member has received or is aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by any Group Member
(the "Business"), nor does the Company have knowledge or reason to believe that
any such notice will be received or is being threatened;

            (c) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
that could give rise to liability under, any Environmental Law, nor have any
Materials of Environmental Concern been generated, treated, stored or disposed
of at, on or under any of the Properties in violation of, or in a manner that
could give rise to liability under, any applicable Environmental Law;

            (d) no judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Company, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

            (e) there has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of any Group Member in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws;

            (f) the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the Business; and

            (g) no Group Member has assumed any liability of any other Person
under Environmental Laws.

            3.17  Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or
any of them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement) and when
taken as a whole, any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which such statements were, are
or will be made; provided that to the extent any such statement or information
was based upon or constitutes a forecast or forward looking statement, the
Company represents only that it acted in good faith and utilized reasonable
assumptions and due care in the preparation of such statements or information
(it being understood that forecasts and forward looking statements are subject
to significant uncertainties and contingencies many
<PAGE>
                                                                              46


of which are beyond the Company's control and that no guarantee can be given
that such forecasts and forward looking statements will be realized).

                         SECTION 4. CONDITIONS PRECEDENT

            4.1   Conditions to Effectiveness. This Agreement shall become
effective upon the satisfaction of the following conditions precedent:

            (a) Credit Agreement. The Administrative Agent shall have received
this Agreement, executed and delivered by the Administrative Agent, the Company
and each Person listed on Schedule 1.1A.

            (b) Financial Statements. The Lenders shall have received copies of
the financial statements described in Section 3.1.

            (c) Approvals. All governmental and third party approvals necessary
in connection with the transactions contemplated hereby shall have been obtained
and be in full force and effect.

            (d) Lien Searches. The Administrative Agent shall have received the
results of a recent lien search in each of the jurisdictions listed on Schedule
4.1(d), and such search shall reveal no liens on any of the assets of the
Company and the Subsidiaries listed on such Schedule, except for liens permitted
by Section 6.3 or discharged on or prior to the Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

            (e) Closing Certificate; Certified Certificate of Incorporation;
Good Standing Certificates. The Administrative Agent shall have received (i) a
certificate of the Company, dated the Effective Date, substantially in the form
of Exhibit B, with appropriate insertions and attachments, including the
certificate of incorporation of the Company certified by the relevant authority
of the jurisdiction of organization of the Company, and (ii) a long form good
standing certificate for the Company from its jurisdiction of organization.

            (f) Legal Opinion. The Administrative Agent shall have received the
executed legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to
the Company and its Subsidiaries, substantially in the form of Exhibit D. Such
legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably
require.

            (g) Note Agreements. The Administrative Agent shall have received
complete and correct copies of each Note Agreement, certified as such by a
Responsible Officer.

            4.2   Conditions to Initial Extension of Credit. The agreement of
each Lender to make the initial extension of credit requested to be made by it
is subject to the satisfaction, prior to or concurrently with the making of such
extension of credit, in addition to the conditions precedent set forth in
Section 4.1, of the following conditions precedent on or prior to January 15,
2002:
<PAGE>
                                                                              47


            (a) Existing Bilateral Loan Agreements. The Administrative Agent
shall have received satisfactory evidence that, upon the application of the
proceeds of the Revolving Loans made in connection with such extension of
credit, the Company's Existing Bilateral Loan Agreements shall be terminated and
all amounts owing thereunder shall be paid in full.

            (b) Fees. The Lenders and the Administrative Agent shall have
received all fees required to be paid, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel), on
or before the date of such extension of credit.

            4.3   Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct on in all material respects and as of such date as if made on
and as of such date (other than representations and warranties that specifically
relate to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date).

            (b) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Company
hereunder shall constitute a representation and warranty by the Company as of
the date of such extension of credit that the conditions contained in this
Section 4.3 have been satisfied.

            4.4   Additional Conditions Applicable to the Foreign Subsidiary
Borrowers. The agreement of each Lender to make any extension of credit
requested to be made by it to any Foreign Subsidiary Borrower on any date is
subject to satisfaction or waiver of, in addition to the conditions precedent
set forth in Sections 4.1, 4.2 (in the case of the initial extension of credit)
and 4.3, the truthfulness and correctness in all material respects on and as of
such date of the following additional representations and warranties:

                  (i) Pari Passu. The obligations of such Foreign Subsidiary
      Borrower under this Agreement and any Note, when executed and delivered by
      such Foreign Subsidiary Borrower, will rank at least pari passu with all
      unsecured Indebtedness of such Foreign Subsidiary Borrower.

                  (ii) No Immunities, etc. Such Foreign Subsidiary Borrower is
      subject to civil and commercial law with respect to its obligations under
      this Agreement and any Note, and the execution, delivery and performance
      by such Foreign Subsidiary Borrower of this Agreement constitute and will
      constitute private and commercial acts and not public or governmental
      acts. Neither such Foreign Subsidiary Borrower nor any of its property,
      whether or not held for its own account, has any immunity (sovereign or
      other similar immunity) from any suit or proceeding, from jurisdiction of
      any court or from set-off or any legal process (whether service or notice,
      attachment prior to judgment, attachment in aid of execution of judgment,
      execution of judgment or other similar immunity) under
<PAGE>
                                                                              48


      laws of the jurisdiction in which such Foreign Subsidiary Borrower is
      organized and existing in respect of its obligations under this Agreement
      or any Loan Document. Such Foreign Subsidiary Borrower has waived every
      immunity (sovereign or otherwise) to which it or any of its properties
      would otherwise be entitled from any legal action, suit or proceeding,
      from jurisdiction of any court and from set-off or any legal process
      (whether service or notice, attachment prior to judgment, attachment in
      aid of execution of judgment, execution of judgment or otherwise) under
      the laws of the jurisdiction in which such Foreign Subsidiary Borrower is
      organized and existing in respect of its obligations under this Agreement
      and Loan Document. The waiver by such Foreign Subsidiary Borrower
      described in the immediately preceding sentence is the legal, valid and
      binding obligation of such Foreign Subsidiary Borrower.

                  (iii) No Recordation Necessary. This Agreement and each Note,
      if any, is in proper legal form under the law of the jurisdiction in which
      such Foreign Subsidiary Borrower is organized and existing for the
      enforcement hereof or thereof against such Foreign Subsidiary Borrower
      under the law of such jurisdiction, and to ensure the legality, validity,
      enforceability, priority or admissibility in evidence of this Agreement
      and any such Note. It is not necessary to ensure the legality, validity,
      enforceability, priority or admissibility in evidence of this Agreement
      and any such Note that this Agreement, any Note or any other document be
      filed, registered or recorded with, or executed or notarized before, any
      court or other authority in the jurisdiction in which such Foreign
      Subsidiary Borrower is organized and existing or that any registration
      charge or stamp or similar tax be paid on or in respect of this Agreement,
      any Note or any other document, except for any such filing, registration
      or recording, or execution or notarization, as has been made or is not
      required to be made until this Agreement, any Note or any other document
      is sought to be enforced and for any charge or tax as has been timely
      paid.

                  (iv) Exchange Controls. The execution, delivery and
      performance by such Foreign Subsidiary Borrower of this Agreement or the
      other Loan Documents is, under applicable foreign exchange control
      regulations of the jurisdiction in which such Foreign Subsidiary Borrower
      is organized and existing, not subject to any notification or
      authorization except (i) such as have been made or obtained or (ii) such
      as cannot be made or obtained until a later date (provided any
      notification or authorization described in immediately preceding clause
      (ii) shall be made or obtained as soon as is reasonably practicable).

            Each borrowing by any Foreign Subsidiary Borrower hereunder shall
constitute a representation and warranty by each of the Company and such Foreign
Subsidiary Borrower as of the date of such borrowing or such issuance that the
conditions contained in this Section 4.4 have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

            The Company hereby agrees that, so long as the Revolving Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any
<PAGE>
                                                                              49


Lender or the Administrative Agent hereunder, the Company shall and, in the case
of agreements set forth in Sections 5.3, 5.4, 5.5 and 5.6, shall cause each of
its Subsidiaries to:

            5.1   Financial Statements. Furnish to the Administrative Agent and
each Lender:

            (a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Company, a copy of the audited consolidated
balance sheet of the Company and its consolidated Subsidiaries as at the end of
such year and the related audited consolidated statements of income, of common
stockholders' equity and of cash flows for such year, setting forth in each case
in comparative form the figures for the previous year, reported on without a
"going concern" or like qualification or exception, or qualification arising out
of the scope of the audit, by Ernst & Young LLP or other independent certified
public accountants of nationally recognized standing; provided, however, that
delivery of copies of the Annual Report on Form 10-K of the Company for such
fiscal year filed with the SEC shall be deemed to satisfy the requirements of
this clause (a); and

            (b) as soon as available, but in any event not later than 60 days
after the end of each of the first three quarterly periods of each fiscal year
of the Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income, of common stockholders' equity and
of cash flows for such quarter and the portion of the fiscal year through the
end of such quarter, setting forth in each case in comparative form the figures
for the previous year, certified by a Responsible Officer as being fairly stated
in all material respects (subject to normal year-end audit adjustments);
provided, however, that delivery of copies of the Quarterly Report on Form 10-Q
of the Company for such quarterly period filed with the SEC shall be deemed to
satisfy the requirements of this clause (b).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods.

            5.2   Certificates; Other Information. Furnish to the Administrative
Agent and each Lender (or, in the case of clause (c), to the relevant Lender):

            (a) concurrently with the delivery of the financial statements
referred to in Section 5.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default, except as specified in such certificate;

            (b) concurrently with the delivery of any financial statements
pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating
that, to the best of each such Responsible Officer's knowledge, each Loan Party
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition contained in this Agreement and the
other Loan Documents to which it is a party to be observed, performed or
satisfied by it, and that such Responsible Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate and (ii)
in the case of quarterly or annual financial
<PAGE>
                                                                              50


statements, a Compliance Certificate containing all information and calculations
necessary for determining compliance by each Group Member with Sections 6.1 and
6.14 as of the last day of the fiscal quarter or fiscal year of the Company, as
the case may be; and

            (c) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

            5.3   Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the relevant Group Member and where the failure to so pay,
discharge or otherwise satisfy could not reasonably be expected to have a
Material Adverse Effect.

            5.4   Maintenance of Existence; Compliance. (a)(i) Preserve, renew
and keep in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted by Section 6.4 and except, in the case of clause (ii) above
and, with respect to Subsidiaries in the case of clause (i) above, to the extent
that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (b) comply with all Contractual Obligations and Requirements
of Law except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            5.5   Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in the business of the Company and its Subsidiaries, taken
as a whole, in good working order and condition, ordinary wear and tear excepted
and (b) maintain with financially sound and reputable insurance companies
insurance on all such property in at least such amounts and against at least
such risks as are customarily insured against in the same general area by
companies engaged in the same or a similar business and similarly situated
(which may include reasonable and prudent levels of self-insurance and
deductibles as are customarily provided in the insurance programs maintained by
such other companies to the extent such insurance is available on a commercially
reasonable basis and, to the extent any such self-insurance is included, such
self-insurance shall be maintained and funded, if applicable, in accordance with
the customary practices for such self-insurance programs).

            5.6   Inspection of Property; Books and Records; Discussions. (a)
Keep proper books of records and account in conformity with GAAP (or, in the
case of Foreign Subsidiaries and to the extent consistent with the preparation
of the financial statements required to be delivered under Section 5.1,
generally accepted accounting principles in the relevant jurisdiction) and (b)
permit representatives of any Lender (coordinated through the Administrative
Agent) to visit and inspect any of its properties and examine and make abstracts
from any of its books and records at any reasonable time and as often as may
reasonably be desired upon reasonable advance notice and to discuss the
business, operations, properties and financial and other condition of the Group
Members with officers and employees of the Group Members and with their
independent certified public accountants.
<PAGE>
                                                                              51

            5.7   Notices. Promptly give notice to the Administrative Agent and
each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
Obligation of any Group Member or (ii) litigation, investigation or proceeding
that may exist at any time between any Group Member and any Governmental
Authority, that in either case, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member (i) in
which the amount involved is $10,000,000 or more and not covered by insurance,
(ii) in which injunctive or similar relief is sought or (iii) which relates to
any Loan Document;

            (d) the following events, as soon as possible and in any event
within 30 days after the Company knows or has reason to know thereof: (i) the
occurrence of any Reportable Event with respect to any Plan, a failure to make
any required contribution to a Plan, the creation of any Lien in favor of the
PBGC or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or
the taking of any other action by the PBGC or the Company or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal from,
or the termination, Reorganization or Insolvency of, any Plan; and

            (e) any development or event that has had or could reasonably be
expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

                          SECTION 6. NEGATIVE COVENANTS

            The Company hereby agrees that, so long as the Revolving Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the Company
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:

            6.1   Financial Condition Covenants. (a) Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio to be greater than 3.0 to 1.0 at
any time.

            (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Company to be less than 3.50 to 1.

            6.2   Indebtedness. (a) Create, issue, incur, assume or become
liable in respect of any Indebtedness of the Company if, after giving effect
thereto, the Company would not be in compliance with Section 6.1(a).
<PAGE>
                                                                              52


            (b) Create, issue, incur, assume or become liable in respect of any
Priority Debt, unless, at the time of creation, issuance, incurrence, assumption
or becoming liable in respect thereof and after giving effect thereto, the
aggregate amount of Priority Debt then outstanding does not exceed the sum of
(i) Indebtedness outstanding under operating bank lines in Denmark of up to
290,255,000 in Danish Kroner, (ii) Indebtedness of Foreign Subsidiaries under
uncommitted short-term working capital facilities of up to $40,000,000 (or the
Foreign Currency Equivalent thereof) in the aggregate and (iii) 15% of
Consolidated Net Worth as of the last day of the immediately preceding fiscal
quarter for which financial statements have been delivered pursuant to Section
5.1.

            6.3   Liens. Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired, except:

            (a) Liens for taxes not yet due or that are being contested in good
faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Company or its Subsidiaries, as the
case may be, in conformity with GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 60 days or that are being contested in
good faith by appropriate proceedings;

            (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

            (d) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in the aggregate,
are not substantial in amount and that do not in any case materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the Company or any of its Subsidiaries;

            (e) any interest or title of a lessor under any lease entered into
by the Company or any other Subsidiary in the ordinary course of its business
and covering only the assets so leased;

            (f) nonconsensual Liens incidental to the conduct of the Company's
or any Subsidiary's business or the ownership of its property and assets which
were not incurred in connection with the borrowing of money or the obtaining of
advances or credit (other than vendors' liens in respect of current accounts
payable not overdue and extended in the ordinary course of business), and which
do not in the aggregate materially detract from the value of its property or
assets, or materially impair the use thereof in the operation of its business;

            (g) Liens on property or assets of a Subsidiary to secure
obligations of such Subsidiary to the Company or any other Subsidiary;

            (h) deposits, bonding arrangements and Liens to secure the
performance of (or to secure obligations in respect of letters of credit posted
to secure the performance of) bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business;
<PAGE>
                                                                              53


            (i) Liens securing Indebtedness of Subsidiaries of the nature and
not exceeding the respective amounts specified on Schedule 6.3;

            (j) any Lien on any asset of any Person existing at the time such
Person is acquired by or merged or consolidated with the Company or a Subsidiary
and not created in contemplation of such event and which Lien does not extend to
any other property;

            (k) any Lien existing on any asset prior to the acquisition thereof
by the Company or a Subsidiary and not created in contemplation of such
acquisition and which Lien does not extend to any other property;

            (l) any Lien arising out of the refinancing, extension, renewal or
refunding of any Indebtedness secured by any Lien permitted by any of the
foregoing clauses of this Section 6.3, provided that the principal amount
secured and then outstanding is not increased and the Lien is not extended to
other property;

            (m) Liens in connection with loans on life insurance policies
7524455, 7524456 and 7524457 issued by Penn Mutual Life Insurance Company (the
"Policies"), provided that, (A) the aggregate amount borrowed under the Policies
may not exceed the lesser of (1) the cash value of the Policies and (2)
$40,000,000, (B) such loans shall be without recourse to the Company and may be
secured solely by the cash value (and death benefits) of the Policies, and (C)
any Lien created in connection therewith shall not extend to any other property
of the Company; and

            (n) Liens not otherwise permitted by this Section so long as the
Company is in compliance with Section 6.2(b).

            6.4   Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

            (a) any Subsidiary of the Company may be merged or consolidated with
or into the Company (provided that the Company shall be the continuing or
surviving corporation) or with or into any Subsidiary;

            (b) any Subsidiary of the Company may Dispose of any or all of its
assets (i) to the Company or any Subsidiary (upon voluntary liquidation or
otherwise) or (ii) pursuant to a Disposition permitted by Section 6.5; and

            (c) the Company may merge or consolidate or amalgamate with any
other corporation, provided that (i) the Company shall be the continuing or
surviving corporation, or the continuing, surviving or acquiring corporation
shall be a corporation organized under the laws of any State of the United
States or the District of Columbia which shall expressly assume in writing (in
an instrument satisfactory in form and substance to the Administrative Agent)
all of the Obligations of the Company, (ii) no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (iii) the Company
shall be in compliance with the covenants set forth in Sections 6.1 and 6.14 as
of the last day of the immediately preceding fiscal quarter for which financial
statements have been delivered pursuant to Section 5.1 after giving
<PAGE>
                                                                              54


effect, on a pro forma basis, to such merger, consolidation or amalgamation as
if it had occurred on such last day or the first day of the relevant period, as
appropriate, (iv) the other Person or Persons party to such merger,
consolidation or amalgamation shall be in substantially the same line of
business as the Company and (v) the Company shall have delivered to the
Administrative Agent at least ten Business Days prior to any such merger,
consolidation or amalgamation a certificate of a Responsible Officer certifying
the satisfaction of the foregoing conditions (other than the condition in clause
(ii) above) and setting forth in reasonable detail the calculations necessary to
determine compliance with clause (iii) above.

            6.5   Disposition of Property. Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person,
except:

            (a) the Disposition of obsolete or worn out property in the ordinary
course of business;

            (b) Dispositions permitted by Section 6.4(b);

            (c) the sale or issuance of any Subsidiary's Capital Stock to the
Company or any Wholly Owned Subsidiary; and

            (d) the Disposition of other property, provided that (i) the
aggregate Consolidated EBITDA for the immediately preceding fiscal year of the
Company attributable to the property so Disposed shall not exceed, in the
aggregate for any fiscal year of the Company, 10% of Consolidated EBITDA for
such immediately preceding fiscal year and (ii) the aggregate amount of accounts
receivable Disposed of pursuant to this Section 6.5(d) shall not exceed
$10,000,000 (other than in connection with bona fide pledges of accounts
receivable permitted under Sections 6.3(h) and (i)).

            6.6   Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of any Group Member
(collectively, "Restricted Payments"), except that (a) any Subsidiary may pay
dividends to its shareholders and (b) the Company may pay dividends on, or
repurchase, any Capital Stock of the Company in an aggregate amount not to
exceed, for any fiscal year of the Company, 50% of Consolidated Pre-Tax Cash
Income for the immediately preceding fiscal year of the Company.

            6.7   Optional Payments and Modifications of Certain Debt
Instruments; Synthetic Purchase Agreements. (a) Make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to
Indebtedness under the Note Agreements (or any Indebtedness in respect of any
private placement or public offering of notes or debt securities) if, at the
time thereof or after giving effect thereto, a Default of Event of Default shall
have occurred and be continuing or the Company shall not be in pro forma
compliance with the financial covenants set
<PAGE>
                                                                              55


forth in Sections 6.1(a) or 6.14; or (b) enter into or be party to, or make any
payment under, any Synthetic Purchase Agreement.

            6.8   Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Company) unless such transaction is (a) otherwise
permitted under this Agreement, and (b) upon fair and reasonable terms no less
favorable to the relevant Group Member than it would obtain in a comparable
arm's length transaction with a Person that is not an Affiliate.

            6.9   Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing by any Group Member of real or personal
property that has been or is to be sold or transferred by such Group Member to
such Person or to any other Person to whom funds have been or are to be advanced
by such Person on the security of such property or rental obligations of such
Group Member (a "Sale and Leaseback Transaction"), except for Sale and Leaseback
Transactions to the extent the related Capital Lease Obligations are permitted
under Sections 6.1, 6.2 and 6.14.

            6.10  Changes in Fiscal Periods. Permit the fiscal year of the
Company to end on a day other than December 31 or change the Company's method of
determining fiscal quarters.

            6.11  Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, other than (a)
this Agreement and the other Loan Documents, (b) any agreements governing any
purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the
assets financed thereby) and (c) the Note Agreements and any other similar
agreements that contain limitations on Liens which are substantially the same as
those contained in the Note Agreements.

            6.12  Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Company to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Company or any other Subsidiary of the Company, (b) make loans or
advances to, or other Investments in, the Company or any other Subsidiary of the
Company or (c) transfer any of its assets to the Company or any other Subsidiary
of the Company, except for such encumbrances or restrictions existing under or
by reason of (i) any restrictions existing under the Loan Documents, (ii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that
has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary and (iii) the agreements
listed on Schedule 6.12 (but this covenant shall apply to any extension or
renewal of, or any amendment or modification that expands the scope of, any such
encumbrance or restriction in any such agreement).
<PAGE>
                                                                              56


            6.13  Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Company and its
Subsidiaries are engaged on the date of this Agreement or that are reasonably
related thereto.

            6.14  Note Agreements. Fail to comply with Section 6B or 6C of the
1997 Note Agreement or Section 6B, 6C or 6F of the 2000 Note Agreement (which
Sections (as in effect on the date hereof) are hereby incorporated herein by
reference as if set forth herein in full (together with any related definitions)
and without giving effect to any modifications or amendments thereto after the
date hereof).

            6.15  Hedge Agreements. Enter into any Hedge Agreement for
speculative purposes.

                              SECTION 7. GUARANTEE

            7.1   Guarantee. (a) The Company hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Lenders and their respective successors, indorsees, transferees and assigns,
the prompt and complete payment and performance by the Foreign Subsidiary
Borrowers when due (whether at the stated maturity, by acceleration or
otherwise) of the Foreign Subsidiary Borrower Obligations.

            (b) The Company further agrees to pay any and all expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by the Administrative Agent or any Lender in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or
collecting, any or all of the Foreign Subsidiary Borrower Obligations and/or
enforcing any rights with respect to, or collecting against, the Company under
this Guarantee. This Guarantee shall remain in full force and effect until the
Foreign Subsidiary Borrower Obligations are paid in full and the Revolving
Commitments are terminated, notwithstanding that from time to time prior thereto
the Foreign Subsidiary Borrowers may be free from any Foreign Subsidiary
Borrower Obligations.

            (c) No payment or payments made by the Foreign Subsidiary Borrowers
or any other Person or received or collected by the Administrative Agent or any
Lender from the Foreign Subsidiary Borrowers or any other Person by virtue of
any action or proceeding or any set-off or appropriation or application, at any
time or from time to time, in reduction of or in payment of the Foreign
Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company hereunder which shall,
notwithstanding any such payment or payments (other than payments made by the
Company in respect of the Foreign Subsidiary Borrower Obligations or payments
received or collected from the Company in respect of the Foreign Subsidiary
Borrower Obligations), remain liable for the Foreign Subsidiary Borrower
Obligations until the Foreign Subsidiary Borrower Obligations are paid in full
and the Revolving Commitments are terminated.

            (d) The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent and
such Lender in writing that such payment is made under this Guarantee for such
purpose.
<PAGE>
                                                                              57


            7.2   Right of Set-off. Upon the occurrence of any Event of Default
under Section 8(a) by any Foreign Subsidiary Borrower, the Administrative Agent
and each Lender is hereby irrevocably authorized at any time and from time to
time without notice to the Company, any such notice being expressly waived by
the Company, to set off and appropriate and apply any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Administrative Agent or such Lender to or for the credit or
the account of the Company, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against or on account of the
obligations and liabilities of the Company to the Administrative Agent or such
Lender hereunder and claims of every nature and description of the
Administrative Agent or such Lender against the Company, in any currency,
whether arising hereunder, under this Agreement, any Loan Document or otherwise,
as the Administrative Agent or such Lender may elect, whether or not the
Administrative Agent or such Lender has made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured. The
Administrative Agent and each Lender shall notify the Company promptly of any
such set-off and the application made by the Administrative Agent or such
Lender, as the case may be, of the proceeds thereof; provided that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of the Administrative Agent and each Lender under this
paragraph are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Administrative Agent or such
Lender may have.

            7.3   No Subrogation. Notwithstanding any payment or payments made
by the Company hereunder, or any set-off or application of funds of the Company
by the Administrative Agent or any Lender, the Company shall not be entitled to
be subrogated to any of the rights of the Administrative Agent or any Lender
against the Foreign Subsidiary Borrowers or against any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Foreign Subsidiary Borrower Obligations, nor shall the
Company seek or be entitled to seek any contribution or reimbursement from the
Foreign Subsidiary Borrowers in respect of payments made by the Company
hereunder, until all amounts owing to the Administrative Agent and the Lenders
by the Foreign Subsidiary Borrowers on account of the Foreign Subsidiary
Borrower Obligations are paid in full and the Revolving Commitments are
terminated. If any amount shall be paid to the Company on account of such
subrogation rights at any time when all of the Foreign Subsidiary Borrower
Obligations shall not have been paid in full, such amount shall be held by the
Company in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Company, and shall, forthwith upon receipt by the Company, be
turned over to the Administrative Agent in the exact form received by the
Company (duly indorsed by the Company to the Administrative Agent, if required),
to be applied against the Foreign Subsidiary Borrower Obligations, whether
matured or unmatured, in such order as the Administrative Agent may determine.

            7.4   Amendments, etc. with respect to the Foreign Subsidiary
Borrower Obligations; Waiver of Rights. The Company shall remain obligated
hereunder notwithstanding that, without any reservation of rights against the
Company, and without notice to or further assent by the Company, any demand for
payment of any of the Foreign Subsidiary Borrower Obligations made by the
Administrative Agent or any Lender may be rescinded by the
<PAGE>
                                                                              58


Administrative Agent or such Lender, and any of the Foreign Subsidiary Borrower
Obligations continued, and the Foreign Subsidiary Borrower Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and this Agreement and any Notes and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders, as the case may be) may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by
the Administrative Agent or any Lender for the payment of the Foreign Subsidiary
Borrower Obligations may be sold, exchanged, waived, surrendered or released.
Neither the Administrative Agent nor any Lender shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Foreign Subsidiary Borrower Obligations or for the guarantee under this
Section 7 or any property subject thereto. When making any demand hereunder
against the Company, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Foreign Subsidiary
Borrowers or any other Company, and any failure by the Administrative Agent or
any Lender to make any such demand or to collect any payments from the Foreign
Subsidiary Borrowers or any such other Company or any release of the Foreign
Subsidiary Borrowers or such other Company shall not relieve the Company of its
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Administrative
Agent or any Lender against the Company. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.

            7.5   Guarantee Absolute and Unconditional. The Company waives any
and all notice of the creation, renewal, extension or accrual of any of the
Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by
the Administrative Agent or any Lender upon this Guarantee or acceptance of the
guarantee under this Section 7; the Foreign Subsidiary Borrower Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee under this Section 7; and all dealings between the Foreign Subsidiary
Borrowers or the Company, on the one hand, and the Administrative Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon the guarantee under this Section 7. The Company
waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Foreign Subsidiary Borrowers or the Company with
respect to the Foreign Subsidiary Borrower Obligations. The guarantee under this
Section 7 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of this Agreement, or any other Loan Document, any of the Foreign
Subsidiary Borrower Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Foreign Subsidiary Borrowers against
the Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Foreign Subsidiary Borrowers or
the Company) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Foreign Subsidiary Borrowers for the Foreign
Subsidiary Borrower Obligations, or of the Company under the guarantee under
this Section 7, in
<PAGE>
                                                                              59


bankruptcy or in any other instance. When pursuing its rights and remedies
hereunder against the Company, the Administrative Agent and any Lender may, but
shall be under no obligation to, pursue such rights and remedies as it may have
against the Foreign Subsidiary Borrowers or any other Person or against any
collateral security or guarantee for the Foreign Subsidiary Borrower Obligations
or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or to
collect any payments from the Foreign Subsidiary Borrowers or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the Foreign Subsidiary
Borrowers or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve the Company of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender
against the Company. The guarantee under this Section 7 shall remain in full
force and effect and be binding in accordance with and to the extent of its
terms upon the Company and its successors and assigns thereof, and shall inure
to the benefit of the Administrative Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all the Foreign Subsidiary
Borrower Obligations and the obligations of the Company under the guarantee
under this Section 7 shall have been satisfied by payment in full and the
Revolving Commitments shall be terminated, notwithstanding that from time to
time during the term of this Agreement the Foreign Subsidiary Borrowers may be
free from any Foreign Subsidiary Borrower Obligations.

            7.6   Reinstatement. The guarantee under this Section 7 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Foreign Subsidiary Borrower
Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Foreign Subsidiary Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, any Foreign Subsidiary Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

                          SECTION 8. EVENTS OF DEFAULT


            If any of the following events shall occur and be continuing:

            (a) the Borrowers shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof; or the
Borrowers shall fail to pay any interest on any Loan or Reimbursement
Obligation, or any other amount payable hereunder or under any other Loan
Document, within five days after any such interest or other amount becomes due
in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
Party herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date
made or deemed made; or
<PAGE>
                                                                              60


            (c) any Loan Party shall default in the observance or performance of
any agreement contained in clause (i) or (ii) of Section 5.4(a) (with respect to
the Company only), Section 5.7(a) (with respect to notices of Defaults (other
than Defaults under Section 8(d)) and Events of Default) or Section 6 of this
Agreement; or

            (d) any Loan Party shall default in the observance or performance of
any other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section), and such
default shall continue unremedied for a period of 30 days after notice to the
Company from the Administrative Agent or the Required Lenders; or

            (e) any Group Member shall (i) default in making any payment of any
principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect thereto; or (ii)
default in making any payment of any interest on any such Indebtedness beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or (iii) default in the observance or performance
of any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder
or beneficiary) to cause, with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity or (in the case of any
such Indebtedness constituting a Guarantee Obligation) to become payable;
provided, that a default, event or condition described in clause (i), (ii) or
(iii) of this paragraph (e) shall not at any time constitute an Event of Default
unless, at such time, one or more defaults, events or conditions of the type
described in clauses (i), (ii) and (iii) of this paragraph (e) shall have
occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $10,000,000; or

            (f) (i) the Company or any Subsidiary Group shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Company or any Subsidiary Group shall make a general assignment for the benefit
of its creditors; or (ii) there shall be commenced against the Company or any
Subsidiary Group any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against the
Company or any Subsidiary Group any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets that results in the entry of
an order for any such relief that shall not have been vacated, discharged, or
stayed or bonded pending appeal within 60 days from the entry thereof; or (iv)
the Company or any Subsidiary Group shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause
<PAGE>
                                                                              61


(i), (ii), or (iii) above; or (v) the Company or any Subsidiary Group shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

            (g) (i) any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of any Group Member or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any
Group Member or any Commonly Controlled Entity shall, or in the reasonable
opinion of the Required Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect to a
Plan; and in each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, could, in
the sole judgment of the Required Lenders, reasonably be expected to have a
Material Adverse Effect; or

            (h) one or more judgments or decrees shall be entered against the
Company or any Subsidiary Group involving in the aggregate a liability (not paid
or fully covered by insurance as to which the relevant insurance company has
acknowledged coverage) of $10,000,000 or more (it being understood that to the
extent a judgment or decree is entered against a Subsidiary, the value of such
judgment for purposes of the foregoing monetary threshold shall be equal to the
lesser of (i) the amount of such judgment and (ii) the fair market value of the
assets of the Subsidiaries against which such judgment is entered), and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof; or

            (i) the guarantee in Section 7 shall cease, for any reason, to be in
full force and effect, or any Loan Party or any Affiliate of any Loan Party
shall so assert; or

            (j) (i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) shall become, or obtain rights (whether by means or warrants,
options or otherwise) to become, the "beneficial owner" (as defined in Rules
13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more
than 30% of the outstanding common stock of the Company; or (ii) the board of
directors of the Company shall cease to consist of a majority of Continuing
Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Company,
automatically the Revolving Commitments shall immediately terminate and the
Loans (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be
<PAGE>
                                                                              62


taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Company declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Company, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. With respect to all Letters of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Company shall at
such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Company hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Company hereunder and under the other Loan Documents shall have been paid in
full, the balance, if any, in such cash collateral account shall be returned to
the Company (or such other Person as may be lawfully entitled thereto). Except
as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived by the Company.

                              SECTION 9. THE AGENTS

            9.1   Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            9.2   Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.
<PAGE>
                                                                              63


            9.3   Exculpatory Provisions. Neither any Agent nor its affiliates
nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder. The Agents shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

            9.4   Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Company), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

            9.5   Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender, the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
notice thereof to the Lenders. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but
<PAGE>
                                                                              64


shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.

            9.6   Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

            9.7   Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Revolving Commitments shall have terminated and
the Loans shall have been paid in full, ratably in accordance with such
Aggregate Exposure Percentages immediately prior to such date), from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loans) be imposed
on, incurred by or asserted against such Agent in any way relating to or arising
out of, the Revolving Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent's gross
negligence or willful misconduct. The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.

<PAGE>

                                       65

                  9.8 Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

                  9.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Lenders and the
Company. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section
8(f) with respect to the Company shall have occurred and be continuing) be
subject to approval by the Company (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  9.10 Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

                           SECTION 10. MISCELLANEOUS

                  10.1 Amendments and Waivers. (a) Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment,
<PAGE>
                                       66

supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, reduce the stated rate of any
interest or fee payable hereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates (which waiver shall
be effective with the consent of the Required Lenders), (y) that any amendment
or modification of defined terms used in the financial covenants in this
Agreement shall not constitute a reduction in the rate of interest or fees for
purposes of this clause (i) and (z) in connection with an extension of the
Termination Date in accordance with Section 2.15) or extend the scheduled date
of any payment thereof, or increase the amount or extend the expiration date of
any Lender's Revolving Commitment, in each case without the written consent of
each Lender directly affected thereby; (ii) eliminate or reduce the voting
rights of any Lender under this Section 10.1 without the written consent of such
Lender; (iii) reduce any percentage specified in the definition of Required
Lenders, consent to the assignment or transfer by the Company of any of its
rights and obligations under this Agreement and the other Loan Documents, or
release the Company from its obligations under the guarantee set forth in
Section 7, in each case without the written consent of all Lenders; (iv) add any
currencies as Foreign Currencies under this Agreement, in each case without the
written consent of the Majority Facility Lenders in respect of the Multicurrency
Facility; (v) amend, modify or waive any provision of Section 2.23 without the
written consent of the Majority Facility Lenders in respect of the Facility
adversely affected thereby; (vi) reduce the percentage specified in the
definition of Majority Facility Lenders with respect to either Facility without
the written consent of all Lenders under such Facility; (vii) amend, modify or
waive any provision of Section 9 without the written consent of the
Administrative Agent; (viii) amend, modify or waive any provision of Section 2.3
or 2.4 without the written consent of the Swingline Lender; or (ix) amend,
modify or waive any provision of Sections 2.7 through 2.14 without the written
consent of the Issuing Lender; provided, further, that this Agreement may be
amended pursuant to Section 2.1(e) to add Lenders or increase Commitments as
provided therein with the consent of the Company, the Administrative Agent and
the relevant Lenders. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders
and the Administrative Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

                  (b) This Agreement may be amended with the consent of the
Administrative Agent and all the Multicurrency Lenders, so long as no Default or
Event of Default shall have occurred and be continuing, as follows:

                  (i) This Agreement will be amended to add Foreign Subsidiaries
         as additional Foreign Subsidiary Borrowers upon (x) execution and
         delivery by the Company, such additional Foreign Subsidiaries and the
         Administrative Agent of a Joinder Agreement, substantially in the form
         of Exhibit F (a "Joinder Agreement"), providing for such Foreign
         Subsidiaries to become Foreign Subsidiary Borrowers, (y) agreement and
         acknowledgment by the Company that the guarantee set forth in Section 7
         covers the obligations of such additional Foreign Subsidiary and (z)
         delivery to the Administrative Agent of (1) corporate or other
         applicable resolutions, other corporate or other applicable
<PAGE>
                                       67

         documents and certificates in respect of such additional Foreign
         Subsidiary substantially equivalent to comparable documents delivered
         on the Effective Date, (2) legal opinions substantially in the form of
         Exhibit G from counsel to such Foreign Subsidiaries and otherwise in
         form and substance reasonably satisfactory to the Administrative Agent
         and (3) such other documents with respect thereto as the Administrative
         Agent shall reasonably request.

                  (ii) This Agreement will be amended to remove any Foreign
         Subsidiary Borrower upon execution and delivery by the Company to the
         Administrative Agent of a written notification to such effect and
         repayment in full of all Loans made to such Foreign Subsidiary Borrower
         and repayment in full of all other amounts owing by such Foreign
         Subsidiary Borrower under this Agreement and the other Loan Documents
         (it being agreed that any such repayment shall be in accordance with
         the other terms of this Agreement).

                  10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Company and the Administrative
Agent, and as set forth in an administrative questionnaire delivered to the
Administrative Agent in the case of the Lenders, or to such other address as may
be hereafter notified by the respective parties hereto (except that any notice,
request or demand to or upon the Lenders may be delivered electronically and
shall be deemed to have been duly given or made when so delivered):

      Company and the Foreign            Grey Global Group Inc.
      Subsidiary Borrowers:              777 Third Avenue
                                         New York, NY  10017
                                         Attention:  Corporate Secretary
                                         Telecopy:  212-508-4488
                                         Telephone:  212-546-2424

      With a copy to:                    Skadden, Arps, Slate, Meagher
                                         & Flom LLP
                                         Four Times Square
                                         New York, NY 10036
                                         Attention:  James Douglas
                                         Telecopy:  212-735-2000
                                         Telephone: 212-735-3000
<PAGE>
                                       68

      Administrative Agent:
             New York Funding Office:    JPMorgan Chase Bank
                                         Agent Bank Services Group
                                         One Chase Manhattan Plaza, 8th Floor
                                         New York, NY  10081
                                         Attention:  Janet Belden
                                         Telecopy:  212-552-5658
                                         Telephone:  212-552-7277

             London Funding Office:      Chase Manhattan International Limited
                                         125 London Wall
                                         London EC2Y 5AJ
                                         England
                                         Attention: Steve Clarke
                                         Telecopy: 44-207-777-2360/2085
                                         Telephone: 44-207-777-2353

      With, in the case of any notice,   JPMorgan Chase Bank
      request or demand given or made    1166 Avenue of the Americas, 15th Floor
      pursuant to any Section other      New York, NY 10036
      than  Section 2, a copy to:        Attention:  Thomas Cox
                                         Telecopy:  212-899-2901
                                         Telephone:  212-899-1304

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

                  10.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  10.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

                  10.5 Payment of Expenses and Taxes. The Company agrees (a) to
pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of counsel to the Administrative Agent and filing and recording
fees and
<PAGE>
                                       69

expenses, with statements with respect to the foregoing to be submitted to the
Company prior to the Funding Date (in the case of amounts to be paid on the
Funding Date) and from time to time thereafter on a quarterly basis or such
other periodic basis as the Administrative Agent shall deem appropriate, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel
to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, affiliates, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable
fees and expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan Document
(all the foregoing in this clause (d), collectively, the "Indemnified
Liabilities"), provided, that the Company shall have no obligation hereunder to
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. Without limiting the foregoing, and to
the extent permitted by applicable law, the Company agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 10.5 shall
be payable not later than 10 days after written demand therefor. Statements
payable by the Company pursuant to this Section 10.5 shall be submitted to the
Company at its address set forth in Section 10.2 or to such other Person or
address as may be hereafter designated by the Company in a written notice to the
Administrative Agent. The agreements in this Section 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.

                  10.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Company, the Lenders, the Administrative Agent, all future holders of the Loans
and their respective successors and assigns, except that the Company may not
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of each Lender.
<PAGE>
                                       70

                  (b) Any Lender other than any Conduit Lender may, without the
consent of the Company, in accordance with applicable law, at any time sell to
one or more banks, financial institutions or other entities (each, a
"Participant") participating interests in any Loan owing to such Lender, any
Revolving Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents. In the event of any such sale by a
Lender of a participating interest to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and the other Loan Documents, and the Company and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. In no event shall any Participant under any such
participation have any right to approve any amendment or waiver of any provision
of any Loan Document, 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 Loans or any fees payable
hereunder, or postpone the date of the final maturity of the Loans, in each case
to the extent subject to such participation. The Company agrees that if amounts
outstanding under this Agreement and the Loans are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in Section 10.7(a) as fully as if it
were a Lender hereunder. The Company also agrees that each Participant shall be
entitled to the benefits of Sections 2.24, 2.25 and 2.26 with respect to its
participation in the Revolving Commitments and the Loans outstanding from time
to time as if it was a Lender; provided that, in the case of Section 2.25, such
Participant shall have complied with the requirements of said Section and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such Section than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred by
such transferor Lender to such Participant had no such transfer occurred.

                  (c) Any Lender other than any Conduit Lender (an "Assignor")
may, in accordance with applicable law, at any time and from time to time assign
to any Person (an "Assignee") all or any part of its rights and obligations
under this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, executed by such Assignee, such Assignor and any other Person whose
consent is required pursuant to this paragraph, and delivered to the
Administrative Agent for its acceptance and recording in the Register; provided
that, (i) the consent of the Company (which, shall not be unreasonably withheld
or delayed) shall be required in the case any assignment to a Person that is not
a Lender or a Lender Affiliate (except that the consent of the Company shall not
be required for any assignment that occurs when an Event of Default pursuant to
Section 8(a) or Section 8(f) (with respect to the Company) shall have occurred
and be continuing), (ii) the consent of the Administrative Agent shall be
required in the case of any assignment to a Person that does not have a
Revolving Commitment and (iii) unless otherwise agreed by the Company and the
Administrative Agent, no such assignment to an Assignee (other than any Lender
or any Lender Affiliate) shall be in an
<PAGE>
                                       71

aggregate principal amount of less than $5,000,000 except in the case of an
assignment of all of a Lender's interests under this Agreement. For purposes of
the proviso contained in the preceding sentence, the amount described therein
shall be aggregated in respect of each Lender and its Lender Affiliates, if any.
Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Revolving Commitment and/or Loans as set forth therein, and (y) the
Assignor thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of an Assignor's rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto.) Notwithstanding the foregoing, any Conduit Lender may assign at any
time to its designating Lender hereunder without the consent of the Company or
the Administrative Agent any or all of the Loans it may have funded hereunder
and pursuant to its designation agreement and without regard to the limitations
set forth in the first sentence of this Section 10.6(c).

                  (d) The Administrative Agent shall, on behalf of the Company,
maintain at its address referred to in Section 10.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Revolving
Commitment of, and the principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, each other Loan Party, the Administrative Agent
and the Lenders shall treat each Person whose name is recorded in the Register
as the owner of the Loans and any Notes evidencing the Loans recorded therein
for all purposes of this Agreement. Any assignment of any Loan, whether or not
evidenced by a Note, shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of a Loan evidenced by a
Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly
executed Assignment and Acceptance, and thereupon one or more new Notes shall be
issued to the designated Assignee.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an Assignor, an Assignee and any other Person whose consent is required by
Section 10.6(c), together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) record the information
contained therein in the Register on the effective date determined pursuant
thereto.

                  (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender to any Federal Reserve Bank in accordance with applicable law.

                  (g) The Company, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (f) above.
<PAGE>
                                       72

                  (h) Each of the Company, each Lender and the Administrative
Agent hereby confirms that it will not institute against a Conduit Lender or
join any other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

                  10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender, if any Lender (a "Benefited Lender") shall, at any time after the
occurrence and during the continuation of an Event of Default under Section
8(a), receive any payment of all or part of the Obligations owing to it, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 8(f), or otherwise), in a greater proportion than any such payment to or
collateral received by any other relevant Lender, if any, in respect of the
Obligations owing to such other relevant Lender, such Benefited Lender shall
purchase for cash from the other relevant Lenders a participating interest in
such portion of the Obligations owing to each such other relevant Lender, or
shall provide such other relevant Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefited Lender to share the
excess payment or benefits of such collateral ratably with each of the relevant
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Company hereunder (whether at the stated maturity, by acceleration or
otherwise), to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Company. Each Lender agrees
promptly to notify the Company and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such setoff and application.

                  10.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Company and the Administrative Agent.
<PAGE>
                                       73

                  10.9 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  10.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Company, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

                  10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  10.12 Submission To Jurisdiction; Waivers. (a) The Company
(and, upon any Foreign Subsidiary becoming a Foreign Subsidiary Borrower, such
Foreign Subsidiary Borrower) hereby irrevocably and unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States for
         the Southern District of New York, and appellate courts from any
         thereof;

                  (ii) consents that any such action or proceeding may be
         brought in such courts and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Company or the Foreign Subsidiary Borrower, as the case
         may be, at its address set forth in Section 10.2 or at such other
         address of which the Administrative Agent shall have been notified
         pursuant thereto;

                  (iv) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (v) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  (b) Upon any Foreign Subsidiary becoming a Foreign Subsidiary
Borrower, such Foreign Subsidiary Borrower hereby agrees to irrevocably and
unconditionally appoint the
<PAGE>
                                       74

Company or an agent for service of process located in the City of New York (the
"New York Process Agent"), reasonably satisfactory to the Administrative Agent,
as its agent to receive on behalf of such Foreign Subsidiary Borrower and its
property service of copies of the summons and complaint and any other process
which may be served in any action or proceeding in any such New York State or
Federal court described in paragraph (a) of this subsection and agrees promptly
to appoint a successor New York Process Agent in the City of New York (which
successor New York Process Agent shall accept such appointment in a writing
reasonably satisfactory to the Administrative Agent) prior to the termination
for any reason of the appointment of the initial New York Process Agent. In any
such action or proceeding in such New York State or Federal court, such service
may be made on such Foreign Subsidiary Borrower by delivering a copy of such
process to such Foreign Subsidiary Borrower in care of the New York Process
Agent at the New York Process Agent's address and by depositing a copy of such
process in the mails by certified or registered air mail, addressed to such
Foreign Subsidiary Borrower at its address specified in the Joinder Agreement
(such service to be effective upon such receipt by the New York Process Agent
and the depositing of such process in the mails as aforesaid). Each Foreign
Subsidiary Borrower hereby irrevocably and unconditionally authorizes and
directs the New York Process Agent to accept such service on its behalf. As an
alternate method of service, each Foreign Subsidiary Borrower irrevocably and
unconditionally consents to the service of any and all process in any such
action or proceeding in such New York State or Federal court by mailing of
copies of such process to such Foreign Subsidiary Borrower by certified or
registered air mail at its address specified in the Joinder Agreement. Each
Foreign Subsidiary Borrower agrees that, to the fullest extent permitted by
applicable law, 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.

                  To the extent that any Foreign Subsidiary Borrower has or
hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or
any legal process (whether service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
with respect to itself or any of its property, such Foreign Subsidiary Borrower
hereby irrevocably waives and agrees not to plead or claim such immunity in
respect of its obligations under this Agreement and any Note.

                  10.13 Acknowledgements. The Company (and, upon any Foreign
Subsidiary becoming a Foreign Subsidiary Borrower, such Foreign Subsidiary
Borrower) hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Company arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Company, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and
<PAGE>
                                                                              75

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Company and the Lenders.

                  10.14 Confidentiality. Each of the Administrative Agent and
each Lender agrees to keep confidential all non-public information provided to
it by any Loan Party pursuant to this Agreement that is designated by such Loan
Party as confidential; provided that nothing herein shall prevent the
Administrative Agent or any Lender from disclosing any such information (a) to
the Administrative Agent, any other Lender or any Lender Affiliate, (b) subject
to an agreement to comply with the provisions of this Section, to any actual or
prospective Transferee or any direct or indirect counterparty to any Hedge
Agreement (or any professional advisor to such counterparty), (c) to its
employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates, (d) upon the request or demand of
any Governmental Authority, (e) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to
the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, or (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document.

                  10.15 WAIVERS OF JURY TRIAL. THE COMPANY(AND, UPON ANY FOREIGN
SUBSIDIARY BECOMING A FOREIGN SUBSIDIARY BORROWER, SUCH FOREIGN SUBSIDIARY
BORROWER), THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  10.16 Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including,
upon any Foreign Subsidiary becoming a Foreign Subsidiary Borrower, such Foreign
Subsidiary Borrower) agrees, to the fullest extent that it may effectively do
so, that the rate of exchange used shall be that at which, in accordance with
normal banking procedures in the relevant jurisdiction, the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.

                  (b) The obligations of the Company and the Foreign Subsidiary
Borrowers in respect of any sum due to any party hereto or any holder of the
obligations owing hereunder (the "Applicable Creditor") shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than the currency in
which such sum is stated to be due hereunder (the "Agreement Currency"), be
discharged only to the extent that, on the Business Day following receipt by the
Applicable Creditor of any sum adjudged to be so due in the Judgment Currency,
the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than the
sum originally due to the Applicable Creditor
<PAGE>
                                                                              76

in the Agreement Currency, the Company and the Foreign Subsidiary Borrowers
agree, as a separate obligation and notwithstanding any such judgment, to
indemnify the Applicable Creditor against such loss. The obligations of the
Company and the Foreign Subsidiary Borrowers contained in this Section 10.16
shall survive the termination of this Agreement and the payment of all other
amounts owing hereunder.
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                     GREY GLOBAL GROUP INC.

                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                     JPMORGAN CHASE BANK, as Administrative
                                     Agent and as a Lender

                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>
                                     FLEET NATIONAL BANK, as Syndication Agent
                                     and as a Lender

                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>
                                     HSBC BANK USA, as Documentation Agent and
                                     as a Lender

                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>
                                     NORTH FORK BANK, as a Lender

                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>
                                     THE BANK OF NEW YORK, as a Lender

                                     By:



                                         ---------------------------------------
                                         Name:
                                         Title: