<PAGE>

                                                                   EXHIBIT 10.19

                                                                  CONFORMED COPY

                             GREY GLOBAL GROUP INC.

                                  $75,000,000

                     7.41% SENIOR NOTES DUE MARCH 14, 2009
                            ------------------------
                                 NOTE AGREEMENT
                            ------------------------

                           DATED AS OF MARCH 14, 2003
<PAGE>

                               TABLE OF CONTENTS

                            (NOT PART OF AGREEMENT)

<Table>
<Caption>
                                                               PAGE
                                                               ----
<S>                                                            <C>
 1.  AUTHORIZATION OF ISSUE OF NOTES........................     1
 2.  EXCHANGE OF NOTES......................................     1
 3.  CONDITIONS OF CLOSING..................................     1
 4.  PREPAYMENTS............................................     2
 5.  AFFIRMATIVE COVENANTS..................................     3
 6.  NEGATIVE COVENANTS.....................................     6
 7.  EVENTS OF DEFAULT......................................     9
 8.  REPRESENTATIONS, COVENANTS AND WARRANTIES..............    11
 9.  REPRESENTATIONS OF THE PURCHASER.......................    14
10.  DEFINITIONS............................................    14
11.  MISCELLANEOUS..........................................    20
</Table>

<Table>
<S>          <C>  <C>
PURCHASER SCHEDULE
SCHEDULE 6A  --   INTERNATIONAL SCHEDULE OF LIENS
SCHEDULE 8G  --   LIST OF AGREEMENTS RESTRICTING DEBT
EXHIBIT A    --   FORM OF NOTE
EXHIBIT B    --   FORM OF OPINION OF COMPANY'S COUNSEL
</Table>
<PAGE>

                             GREY GLOBAL GROUP INC.
                                777 THIRD AVENUE
                               NEW YORK, NY 10017

                                                            As of March 14, 2003

The Prudential Insurance Company of America
c/o Prudential Capital Group
1114 Avenue of the Americas
30th Floor
New York, New York 10036

Ladies and Gentlemen:

     The undersigned, Grey Global Group Inc. (herein called the "COMPANY"),
hereby agrees with you as follows:

     1.  Authorization of Issue of Notes.  The Company will authorize the issue
of its senior promissory notes in the aggregate principal amount of $75,000,000,
to be dated the date of issue thereof, to mature March 14, 2009, to bear
interest on the unpaid balance thereof from the date thereof until the principal
thereof shall have become due and payable at the rate of 7.41% per annum and on
overdue payments at the rate specified therein, and to be substantially in the
form of Exhibit A attached hereto. The term "NOTES" as used herein shall include
each such senior promissory note delivered pursuant to any provision of this
Agreement and each such senior promissory note delivered in substitution or
exchange for any other Note pursuant to any such provision.

     2.  Exchange of Notes.  Subject to the terms and conditions herein set
forth, the Company hereby agrees to issue to you and you agree to accept from
the Company, in exchange for the Company's 1997 Notes, one or more Notes (in the
aggregate principal amount of $75,000,000) registered in your name and in the
denominations specified in the Purchaser Schedule attached hereto. Such
exchange(s) will occur on the date of closing, at the offices of Prudential
Capital Group, 1114 Avenue of the Americas, 30th Floor, New York, New York. The
date of closing shall be March 14, 2003 (herein called the "CLOSING" or the
"DATE OF CLOSING").

     3.  Conditions of Closing.  Your obligation to exchange the 1997 Notes for
the Notes issued by the Company hereunder is subject to the satisfaction, on or
before the date of closing, of the following conditions:

          3A.  Opinion of Company's Counsel.  You shall have received from
     Skadden, Arps, Slate, Meagher & Flom, counsel for the Company, a favorable
     opinion satisfactory to you and substantially in the form of Exhibit B
     attached hereto.

          3B.  Representations and Warranties; No Default.  The representations
     and warranties contained in paragraph 8 shall be true on and as of the date
     of closing, except to the extent of changes caused by the transactions
     herein contemplated; there shall exist on the date of closing no Event of
     Default or Default; and the Company shall have delivered to you an
     Officer's Certificate, dated the date of closing, to both such effects.

          3C.  Purchase Permitted By Applicable Laws.  The purchase of and
     payment for the Notes to be purchased by you on the date of closing on the
     terms and conditions herein provided (including the use of the proceeds of
     such Notes by the Company) shall not violate any applicable law or
     governmental regulation (including, without limitation, section 5 of the
     Securities Act or Regulation U, T or X of the Board of Governors of the
     Federal Reserve System) and shall not subject you to any tax, penalty,
     liability or other onerous condition under or pursuant to any applicable
     law or governmental regulation, and you shall have received such
     certificates or other evidence as you may request to establish compliance
     with this condition.

          3D.  Proceedings.  All corporate and other proceedings taken or to be
     taken in connection with the transactions contemplated hereby and all
     documents incident thereto shall be satisfactory in substance
<PAGE>

     and form to you, and you shall have received all such counterpart originals
     or certified or other copies of such documents as you may reasonably
     request.

          3E.  Structuring Fee.  The Company shall have paid you, on or before
     the date of closing, in immediately available funds, a structuring fee in
     the amount of $50,000.

          3F.  Notes.  You shall have received the Notes from the Company, in
     the aggregate principal amount of $75,000,000, in form and substance
     satisfactory to you, and substantially in the form of Exhibit A attached
     hereto.

     4.  Prepayments.  The Notes shall be subject to prepayment with respect to
the required prepayments specified in paragraph 4A and the optional prepayments
permitted by paragraph 4B.

          4A.  Required Prepayments.  Until the Notes shall be paid in full, the
     Company shall apply to the prepayment of the Notes, without premium, the
     sum of $25,000,000 on March 14 in each of the years 2007 and 2008, and such
     principal amounts of the Notes, together with interest thereon to the
     prepayment dates, shall become due on such prepayment dates. Any remaining
     principal balance of the Notes, together with interest accrued thereon,
     shall become due on the maturity date of the Notes.

          4B.  Optional Prepayment With Yield-Maintenance Amount.  The Notes
     shall be subject to prepayment, in whole at any time or from time to time
     in part (in multiples of $5,000,000), at the option of the Company, at 100%
     of the principal amount so prepaid plus interest thereon to the prepayment
     date and the Yield-Maintenance Amount, if any, with respect to each Note.
     Any partial prepayment of the Notes pursuant to this paragraph 4B shall be
     applied in satisfaction of required payments of principal in inverse order
     of their scheduled due dates.

          4C.  Notice of Optional Prepayment.  The Company shall give the holder
     of each Note irrevocable written notice of any prepayment pursuant to
     paragraph 4B not less than 10 Business Days prior to the prepayment date,
     specifying such prepayment date and the principal amount of the Notes, and
     of the Notes held by such holder, to be prepaid on such date and stating
     that such prepayment is to be made pursuant to paragraph 4B. Notice of
     prepayment having been given as aforesaid, the principal amount of the
     Notes specified in such notice, together with interest thereon to the
     prepayment date and together with the Yield-Maintenance Amount, if any,
     with respect thereto, shall become due and payable on such prepayment date.
     The Company shall, on or before the day on which it gives written notice of
     any prepayment pursuant to paragraph 4B, give telephonic notice of the
     principal amount of the Notes to be prepaid and the prepayment date to each
     Significant Holder which shall have designated a recipient of such notices
     in the Purchaser Schedule attached hereto or by notice in writing to the
     Company.

          4D.  Partial Payments Pro Rata.  Upon any partial prepayment of the
     Notes pursuant to paragraph 4A or 4B, the principal amount so prepaid shall
     be allocated to all Notes at the time outstanding (including, for the
     purpose of this paragraph 4D only, all Notes prepaid or otherwise retired
     or purchased or otherwise acquired by the Company or any of its
     Subsidiaries or Affiliates other than by prepayment pursuant to paragraph
     4A or 4B) in proportion to the respective outstanding principal amounts
     thereof.

          4E.  Retirement of Notes.  The Company shall not, and shall not permit
     any of its Subsidiaries or Affiliates to, prepay or otherwise retire in
     whole or in part prior to their stated final maturity (other than by
     prepayment pursuant to paragraph 4A or 4B or upon acceleration of such
     final maturity pursuant to paragraph 7A), or purchase or otherwise acquire,
     directly or indirectly, Notes held by any holder unless the Company or such
     Subsidiary or Affiliate shall have offered to prepay or otherwise retire or
     purchase or otherwise acquire, as the case may be, the same proportion of
     the aggregate principal amount of Notes held by each other holder of Notes
     at the time outstanding upon the same terms and conditions. Any Notes so
     prepaid or otherwise retired or purchased or otherwise acquired by the
     Company or any of its Subsidiaries or Affiliates shall not be deemed to be
     outstanding for any purpose under this Agreement, except as provided in
     paragraph 4D.

                                        2
<PAGE>

     5.  Affirmative Covenants.

     5A.  Financial Statements.  The Company covenants that it will deliver to
each holder of Notes in quadruplicate:

          (i) as soon as practicable and in any event within 60 days after the
     end of each quarterly period (other than the last quarterly period) in each
     fiscal year, consolidated statements of income and cash flows and a
     consolidated statement of stockholders' equity of the Company and its
     Subsidiaries for the period from the beginning of the current fiscal year
     to the end of such quarterly period, and a consolidated balance sheet of
     the Company and its Subsidiaries as at the end of such quarterly period,
     setting forth in each case in comparative form figures for the
     corresponding period in the preceding fiscal year, all in reasonable detail
     and substantially in the same form as at the time required for Quarterly
     Reports on Form 10-Q filed with the Securities and Exchange Commission and
     certified by an authorized financial officer of the Company, subject to
     changes resulting from year-end adjustments; provided, however, that
     delivery pursuant to clause (iii) below of copies of the Quarterly Report
     on Form 10-Q of the Company for such quarterly period filed with the
     Securities and Exchange Commission shall be deemed to satisfy the
     requirements of this clause (i);

          (ii) as soon as practicable and in any event within 90 days after the
     end of each fiscal year, consolidated statements of income and cash flows
     and a consolidated statement of stockholders' equity of the Company and its
     Subsidiaries for such year, and a consolidated balance sheet of the Company
     and its Subsidiaries as at the end of such year, setting forth in each case
     in comparative form corresponding consolidated figures from the preceding
     annual audit, all in reasonable detail and substantially in the same form
     as at the time required for Annual Reports on Form 10-K filed with the
     Securities and Exchange Commission and reported on by independent public
     accountants of recognized national standing selected by the Company whose
     report shall be without limitation as to the scope of the audit; provided,
     however, that delivery pursuant to clause (iii) below of copies of the
     Annual Report on Form 10-K of the Company for such fiscal year filed with
     the Securities and Exchange Commission shall be deemed to satisfy the
     requirements of this clause (ii);

          (iii) promptly upon transmission thereof, copies of all such financial
     statements, proxy statements, notices and reports as it shall send to its
     public stockholders and copies of all registration statements (without
     exhibits) and all reports which it files with the Securities and Exchange
     Commission (or any governmental body or agency succeeding to the functions
     of the Securities and Exchange Commission);

          (iv) promptly upon receipt thereof, a final copy of each other report
     submitted to the Company by independent accountants in connection with any
     annual audit made by them of the books of the Company, and notice of the
     submission by independent accountants of any final report in connection
     with any interim or special audit of the books of the Company or any of its
     Subsidiaries; and

          (v) if such holder is a Significant Holder, with reasonable
     promptness, such other financial data as such Significant Holder may
     reasonably request.

Together with each delivery of financial statements required by clauses (i) and
(ii) above, the Company will deliver to each holder of Notes an Officer's
Certificate demonstrating (with computations in reasonable detail) compliance by
the Company and its Subsidiaries with the provisions of paragraphs 6A
(identifying the nature of any Liens permitted by the provisions of paragraph 6A
(vi) or (vii) securing Debt in excess of $250,000), 6B, 6C, 6D, 6F and 6G,
stating that there exists no Event of Default or Default, or, if any Event of
Default or Default exists, specifying the nature and period of existence thereof
and what action the Company proposes to take with respect thereto, and stating
further that, to the best of such officer's knowledge, the Company during such
period has observed or performed all its covenants and other agreements, and
satisfied every condition contained in this Agreement or the Notes to be
performed, observed or satisfied by it. Together with each delivery of financial
statements required by clause (ii) above, the Company will deliver to each
holder of the Notes a certificate of such accountants stating that, in making
the audit necessary for their report on such financial statements, they have
obtained no knowledge of any Event of Default or Default, or, if they have
obtained knowledge of any Event of Default or Default, specifying the nature and
period of

                                        3
<PAGE>

existence thereof. Such accountants, however, shall not be liable to anyone by
reason of their failure to obtain knowledge of any Event of Default or Default
which would not be disclosed in the course of an audit conducted in accordance
with generally accepted auditing standards.

     The Company also covenants that:

          (A) within five days after any Responsible Officer obtains knowledge
     of an Event of Default or Default, it will deliver to each holder of Notes
     an Officer's Certificate specifying the nature and period of existence
     thereof and what action the Company proposes to take with respect thereto;
     and

          (B) it will promptly deliver notice (accompanied in each case by an
     Officer's Certificate specifying the nature and period of existence of such
     event or circumstances and what action the Company proposes to take with
     respect thereto) to each Significant Holder of Notes of:

          (1) any (a) default or event of default under any contractual
     obligation of the Company or any Subsidiary or (b) litigation,
     investigation or proceeding that may exist at any time between the Company
     or any Subsidiary 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 on the business, condition
     (financial or otherwise) or operations of the Company and its Subsidiaries
     taken as a whole;

          (2) any litigation or proceeding affecting the Company or any
     Subsidiary (a) in which the amount involved is $10,000,000 (or the
     equivalent) or more and not covered by insurance, (b) in which injunctive
     or similar relief is sought, or (c) which relates to this Agreement or the
     Notes; and

          (3) any development or event that has or could reasonably be expected
     to have a material adverse effect on the business, condition (financial or
     otherwise) or operations of the Company and its Subsidiaries taken as a
     whole.

     5B.  Information Required by Rule 144A.  The Company covenants that it
will, upon the request of the holder of any Note, provide such holder, and any
qualified institutional buyer designated by such holder, such financial and
other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act. For the purpose of this paragraph 5B, the term "QUALIFIED
INSTITUTIONAL BUYER" shall have the meaning specified in Rule 144A under the
Securities Act.

     5C.  Inspection of Property; Books and Records.  The Company covenants that
it will permit any Person (other than a Competitor) designated by you, at your
expense, to visit and inspect any of the properties of the Company and its
Subsidiaries, to examine the corporate books and financial records of the
Company and its Subsidiaries and make copies thereof or extracts therefrom and
to discuss the affairs, finances and accounts of any of such corporations with
the principal officers of the Company and its independent public accountants,
all at such reasonable times and as often as you may reasonably request and upon
reasonable notice. The Company further covenants to afford any other Significant
Holder of a Note (other than a Competitor) the benefits of this paragraph 5C so
long as such Significant Holder agrees to execute a confidentiality agreement
consistent with the provisions of paragraph 11H and reasonably satisfactory to
the Company. The Company will maintain or cause to be maintained the books of
record and account of the Company and its Subsidiaries in good order in
accordance with sound business and financial practice and its financial
statements to be prepared in accordance with generally accepted accounting
principles.

     5D.  Maintenance of Properties; Insurance.  The Company will maintain or
cause to be maintained in good repair, working order and condition all
properties used or useful in the business of the Company and its Subsidiaries
(ordinary wear and tear excepted) and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof, all to the
extent material to the business and operations of the Company and its
Subsidiaries taken as a whole. The Company will procure and maintain in full
force and effect all franchises, certificates, licenses, permits and other
authorizations from governmental political subdivisions or regulatory
authorities and all patents, trademarks, service marks, trade names,

                                        4
<PAGE>

copyrights, licenses and other rights, in each case where the failure to so
procure or maintain would have a material adverse effect on the business,
condition (financial or otherwise) or operations of the Company and its
Subsidiaries taken as a whole. The Company will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business and the properties and businesses of its
Subsidiaries against loss or damage or liability to others of the kinds
customarily insured against by corporations of established reputation engaged in
the same or similar businesses and similarly situated, of such type and in such
amounts as are customarily carried under similar circumstances by such other
corporations (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 and, to the extent 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).

     5E.  Conduct of Business and Corporate Existence, Etc.  The Company and its
Subsidiaries will continue to be predominantly engaged in business of the same
general type as is now conducted by the Company and its Subsidiaries. Subject to
the provisions of paragraph 6E, the Company will (i) at all times preserve and
keep in full force and effect its and its Subsidiaries' corporate existence,
rights and franchises where the failure to so preserve and keep in full force
and effect would have a material adverse effect on the business, condition
(financial or otherwise) or operations of the Company and its Subsidiaries taken
as a whole, and (ii) qualify, and cause each of its Subsidiaries to qualify, to
do business in any jurisdiction where the failure to do so would have a material
adverse effect on the business, condition (financial or otherwise) or operations
of the Company and its Subsidiaries taken as a whole.

     5F.  Payment of Taxes, Claims and Other Obligations.  The Company will, and
will cause each of its Subsidiaries to, pay all taxes, assessments and other
governmental charges imposed upon it or any of its properties or assets or in
respect of any of its franchises, business, income or property, and all of it's
other material obligations of whatever nature, before any penalty or significant
interest accrues thereon, and all claims (including, without limitation, claims
for labor, services, materials and supplies) for sums which have become due and
payable and which by law have or may become a Lien upon any of its properties or
assets if the failure to pay such tax, assessment, charge or claim would result
in liability to the Company or a Subsidiary and would materially adversely
affect the business, condition (financial or otherwise) or operations of the
Company and its Subsidiaries taken as a whole; provided, that no such charge or
claim need be paid if being contested in good faith by appropriate proceedings
and if such accrual, reserve or other appropriate provision, if any, as shall be
required by generally accepted accounting principles shall have been made
therefor.

     5G.  Compliance With Laws, Etc.  The Company will comply and cause its
Subsidiaries to comply with all contractual obligations and the requirements of
all applicable laws, rules, regulations and orders of any governmental authority
(including ERISA and those relating to environmental protection and employee
safety), the noncompliance with which would materially adversely affect the
business, condition (financial or other) or operations of the Company and its
Subsidiaries taken as a whole. The Company will promptly give notice to each
Significant Holder of any of the following events, in each case 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 Pension Benefit Guaranty Corporation (or any successor) or
a Plan or any withdrawal from, or the termination, Reorganization or Insolvency
of, any Multiemployer Plan, or (ii) the institution of any proceedings or the
taking of any other action by the Pension Benefit Guaranty Corporation (or any
successor) or the Company or any ERISA Affiliate or any Multiemployer Plan with
respect to the withdrawal from, or the termination, Reorganization or Insolvency
of, any Plan, which notice shall in each case be accompanied by an Officer's
Certificate specifying the nature and period of existence of such occurrence and
what action the Company proposes to take with respect thereto.

     5H.  Covenant to Secure Notes Equally.  The Company covenants that if it or
any Subsidiary shall create or assume any Lien upon any of its property or
assets, whether now owned or hereafter acquired, other than Liens permitted by
the provisions of paragraph 6A (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11C), it will
make or cause to be made

                                        5
<PAGE>

effective provision satisfactory in form and substance to the Required Holder(s)
whereby the Notes will be secured by such Lien equally and ratably with any and
all other Debt thereby secured so long as any such other Debt shall be so
secured. Securing the Notes as provided in this paragraph 5H shall not permit
the existence of any Lien not permitted by paragraph 6A.

     6.  Negative Covenants.

     6A.  Limitations on Liens.  The Company covenants that neither it nor any
of its Subsidiaries will create, assume or suffer to exist any Lien upon any of
its property or assets (including, without limitation, any capital stock of a
Subsidiary owned by the Company or any Subsidiary), whether now owned or
hereafter acquired and whether or not provision is made for equally and ratably
securing the Notes as provided in paragraph 5H; provided, however, that the
foregoing restriction and limitation shall not apply to the following Liens:

          (i) Liens for taxes, assessments or governmental charges or levies not
     yet delinquent or which are being contested in good faith by appropriate
     proceedings for which adequate reserves have been established in accordance
     with, and as permitted by, paragraph 5F;

          (ii) Liens imposed by law, such as carriers', landlords',
     warehousemen's and mechanics' liens and other similar liens arising in the
     ordinary course of business which secure payment of obligations not more
     than 60 days past due or which are being contested in good faith by
     appropriate proceedings as permitted by paragraph 5F; Liens arising out of
     pledges or deposits under worker's compensation laws, unemployment
     insurance, old age pensions, or other social security or retirement
     benefits, or similar legislation; servitudes, easements, rights-of-way,
     restrictions, minor defects or irregularities in title and such other
     encumbrances or charges against real property as are of a nature generally
     existing with respect to properties of a similar character and which do not
     in any material way affect the marketability of the same or interfere in
     any material way with the use thereof in the business of the Company or its
     Subsidiaries; and other 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;

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

          (iv) 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;

          (v) Liens securing Debt of Subsidiaries of the nature and not
     exceeding the respective amounts specified on Schedule 6A;

          (vi) 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;

          (vii) 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;

          (viii) any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this paragraph 6A; provided that the principal amount secured
     and then outstanding is not increased and the Lien is not extended to other
     property;

                                        6
<PAGE>

          (ix) any Lien existing on assets of a Non-Qualifying Subsidiary Group
     provided, that any Lien on assets of a Non-Qualifying Subsidiary Group
     first permitted by this subparagraph (ix) shall remain a permitted Lien,
     notwithstanding the fact that such Non-Qualifying Subsidiary Group shall
     cease to qualify as such;

          (x) 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) $50,000,000, (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

          (xi) other Liens securing Priority Debt the existence of which is
     permitted under the provisions of paragraphs 6B, 6C and 6D.

     6B.  Limitation on Total Borrowed Funds.  The Company will not at any time
permit Total Borrowed Funds to exceed 125% of Consolidated Net Worth; provided,
that, for purposes of determining compliance with the foregoing limitation, the
amount of 'total assets' of the Company and its Subsidiaries used to determine
Consolidated Net Worth shall be adjusted upward to add-back (to the extent
otherwise reduced thereby) amounts (net of taxes) in respect of non-cash charges
relating to write-downs of investments in internet-related businesses made prior
to January 1, 2001; provided further, that, the aggregate amount of all such
upward adjustments permitted hereby shall not exceed $7,762,000; and provided
still further, that, for purposes of determining the compliance with the
foregoing limitation, the amount of "total assets' of the Company and its
Subsidiaries used to determine Consolidated Net Worth shall be adjusted upward
to add-back (to the extent otherwise reduced thereby) amounts (net of taxes) in
respect of certain non-cash charges in respect of venture portfolio investments,
goodwill and real estate (the "2001 NON-CASH CHARGES") that were reported and
taken in the Company's fourth fiscal quarter of 2001; provided, however, that,
the aggregate amount of such upward adjustments attributable to the 2001
Non-Cash Charges permitted hereby shall not exceed $32,209,000.

     6C.  Limitation on Debt to Cash Flow.  The Company will not permit the
ratio of Total Borrowed Funds to Consolidated Cash Flow for any period of four
consecutive complete fiscal quarters of the Company to exceed 3.0 to 1.

     For purposes of this paragraph 6C only, Consolidated Cash Flow shall be
adjusted to include and give effect on a pro forma basis (x) to additional cash
flows of all entities or businesses to be acquired with the proceeds of any such
Funded Debt and to exclude the cash flows of all operations or businesses no
longer owned by the Company and its Subsidiaries and (y) to treat all Funded
Debt then existing and any Funded Debt then being incurred as being outstanding
for any such four quarter period.

     6D.  Limitations on Priority Debt.  The Company covenants that it will not,
and will not permit any of its Subsidiaries to, incur, assume or otherwise
become liable with respect to any Priority Debt unless, at the time of
incurrence thereof and after giving effect thereto and to the application of the
proceeds thereof, such Debt is permitted under the provisions of paragraph 6B
and paragraph 6C and the aggregate principal amount of Priority Debt then
outstanding does not exceed 20% of Consolidated Net Worth; provided, that, for
purposes of determining compliance with the foregoing limitation, the amount of
'total assets' of the Company and its Subsidiaries used to determine
Consolidated Net Worth shall be adjusted upward to add-back (to the extent
otherwise reduced thereby) amounts (net of taxes) in respect of non-cash charges
relating to write-downs of investments in internet-related businesses made prior
to January 1, 2001; provided further, that, the aggregate amount of all such
upward adjustments permitted hereby shall not exceed $7,762,000; and provided
still further, that, for purposes of determining compliance with the foregoing
limitation, the amount of 'total assets' of the Company and its Subsidiaries
used to determine Consolidated Net Worth shall be adjusted upward to add-back
(to the extent otherwise reduced thereby) amounts (net of taxes) attributable to
the 2001 Non-Cash Charges reported and taken in the Company's fourth fiscal
quarter of 2001; provided, however, that, the aggregate amount of such upward
adjustments attributable to the 2001 Non-Cash Charges permitted hereby shall not
exceed $32,209,000.

                                        7
<PAGE>

     6E.  Merger, Consolidation, Sale or Transfer of Assets.  The Company
covenants that it will not, and will not permit any of its Subsidiaries to, be a
party to any merger, amalgamation, consolidation, reorganization, reconstruction
or arrangement with any other Person or sell, lease or transfer or otherwise
dispose of all or substantially all of its assets to any Person, except that:

          (i) any Subsidiary may merge or consolidate with the Company (provided
     the Company shall be the continuing or surviving corporation) or any one or
     more other Subsidiaries;

          (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of
     any of its assets to the Company or to any other Subsidiary, whether by
     dissolution, liquidation or otherwise;

          (iii) any Subsidiary may merge or consolidate with, or sell, lease,
     transfer or otherwise dispose of all or substantially all of its assets to,
     any other Person; and

          (iv) the Company may merge or consolidate or amalgamate with any other
     corporation, or enter into a plan of reconstruction, reorganization or
     arrangement, or sell, transfer, or otherwise dispose of all or
     substantially all of its assets, provided that 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 Required Holder(s)) all of the obligations of the Company
     under this Agreement and the Notes;

and in the case of any of the transactions (a) described in clause (iii) above,
at the time of such merger, consolidation, amalgamation, reorganization, sale,
transfer or disposition and after giving effect thereto there shall exist no
Default or Event of Default, and, with respect to any such transaction involving
a Subsidiary Group, the Company shall have delivered to the holders of the Notes
an Officer's Certificate to the effect that the foregoing provisions have been
complied with, and (b) described in clause (iv) above, at the time of such
merger, consolidation, amalgamation, reorganization, sale, transfer or
disposition and after giving effect thereto there shall exist no Default or
Event of Default, and the Company shall have delivered to the holders of the
Notes an opinion of independent counsel (who may be counsel for the Company) and
an Officer's Certificate each to the effect that the foregoing provisions have
been complied with

     6F.  Fixed Charges Coverage Ratio.  The Company will not, at any time,
permit the Fixed Charges Coverage Ratio to be less than 1.6 to 1.0.

     6G.  2001 Credit Agreement.  The Company and its Subsidiaries shall not
fail to comply with Sections 6.1, 6.4(c), 6.5, 6.6, 6.7(b), 6.8, 6.9, 6.11, 6.12
or 6.15 of the 2001 Credit Agreement, which Sections (in each case as modified
by any amendments thereto entered into and effective after the date of this
Agreement; provided that true and correct copies of any such amendment shall
have been received by the Required Holders from the Company) are hereby
incorporated herein "mutatis mutandis" by this reference (together with any
related definitional provisions from the 2001 Credit Agreement (in each case as
modified by any amendments thereto entered into and effective after the date of
this Agreement; provided that true and correct copies of any such amendment
shall have been received by the Required Holders from the Company), for the sole
purpose of interpreting any such terms used in said sections).

     6H.  Optional Payments and Modifications of Certain Debt Instruments.  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 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 incorporated pursuant to paragraph 6G above.

                                        8
<PAGE>

     7.  Events of Default.

     7A.  Acceleration.  If any of the following events shall occur and be
continuing for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
otherwise):

          (i) the Company defaults in the payment of any principal of or
     Yield-Maintenance Amount payable with respect to any Note when the same
     shall become due, either by the terms thereof or otherwise as herein
     provided; or

          (ii) the Company defaults in the payment of any interest on any Note
     for more than 5 days after the date due; or

          (iii) the Company or any Subsidiary defaults (whether as primary
     obligor or as guarantor or other surety) in any payment of principal of or
     interest on any other obligation for money borrowed (or any Capitalized
     Lease Obligation, any obligation under a conditional sale or other title
     retention agreement, any obligation issued or assumed as full or partial
     payment for property whether or not secured by a purchase money mortgage or
     any obligation under notes payable or drafts accepted representing
     extensions of credit) beyond any period of grace provided with respect
     thereto, or the Company or any Subsidiary fails to perform or observe any
     other agreement, term or condition contained in any agreement under which
     any such obligation is created (or if any other event thereunder or under
     any such agreement shall occur and be continuing) and the effect of such
     failure or other event is to cause, or to permit the holder or holders of
     such obligation (or a trustee on behalf of such holder or holders) to
     cause, such obligation to become due (or to be repurchased by the Company
     or any Subsidiary) prior to any stated maturity; provided that the
     aggregate amount of all obligations as to which such a payment default
     shall occur and be continuing or such a failure or other event causing or
     permitting acceleration (or resale to the Company or any Subsidiary) shall
     occur and be continuing exceeds $10,000,000 (or the equivalent amount in
     any foreign currency); or

          (iv) any representation or warranty made by the Company herein or by
     the Company or any of its officers in any writing furnished in connection
     with or pursuant to this Agreement and which is material shall be false in
     any material respect on the date as of which made; or

          (v) the Company fails to perform or observe any agreement contained in
     the second sentence or paragraph 5E (with respect to the Company only),
     clause (A) of the last paragraph of paragraph 5A (with respect to notices
     of Defaults (other than Defaults under paragraph 7A(vi)) and Events of
     Default) or paragraph 6; or

          (vi) the Company fails to perform or observe any other agreement, term
     or condition contained herein and such failure shall not be remedied within
     30 days after any Responsible Officer obtains actual knowledge thereof; or

          (vii) the Company or any Subsidiary Group makes an assignment for the
     benefit of creditors or is generally not paying its debts as such debts
     become due; or

          (viii) any decree or order for relief in respect of the Company or any
     Subsidiary Group is entered under any bankruptcy, reorganization,
     compromise, arrangement, insolvency, readjustment of debt, dissolution or
     liquidation or similar law, whether now or hereafter in effect (herein
     called the "BANKRUPTCY LAW"), of any jurisdiction; or

          (ix) the Company or any Subsidiary petitions or applies to any
     tribunal for, or consents to, the appointment of, or taking possession by,
     a trustee, receiver, custodian, liquidator or similar official of the
     Company or any Subsidiary Group, or of any substantial part of the assets
     of the Company or any Subsidiary Group, or commences a voluntary case under
     the Bankruptcy Law of the United States or any proceedings (other than
     proceedings for the voluntary liquidation and dissolution of a Subsidiary)
     relating to the Company or any Subsidiary Group under the Bankruptcy Law of
     any other jurisdiction; or

                                        9
<PAGE>

          (x) any such petition or application is filed, or any such proceedings
     are commenced, against the Company or any Subsidiary Group and the Company
     or member of such Subsidiary Group by any act indicates its approval
     thereof, consent thereto or acquiescence therein on behalf of such
     Subsidiary Group, or an order, judgment or decree is entered appointing any
     such trustee, receiver, custodian, liquidator or similar official, or
     approving the petition in any such proceedings, and such order, judgment or
     decree remains unstayed and in effect for more than 60 days; or

          (xi) any order, judgment or decree is entered in any proceedings
     against the Company decreeing the dissolution of the Company and such
     order, judgment or decree remains unstayed and in effect for more than 60
     days; or

          (xii) any order, judgment or decree is entered in any proceedings
     against the Company or any Subsidiary decreeing a split-up of the Company
     or such Subsidiary which requires the divestiture of assets representing a
     substantial part, or the divestiture of the stock of a Subsidiary whose
     assets represent a substantial part, of the consolidated assets of the
     Company and its Subsidiaries (determined in accordance with generally
     accepted accounting principles) or which requires the divestiture of
     assets, or stock of a Subsidiary, which shall have contributed a
     substantial part of the consolidated net income of the Company and its
     Subsidiaries (determined in accordance with generally accepted accounting
     principles) for any of the three fiscal years then most recently ended, and
     such order, judgment or decree remains unstayed and in effect for more than
     60 days; or

          (xiii) a final judgment in an amount in excess of $10,000,000 (or the
     equivalent amount in any foreign currency) over the amount as to which
     insurance coverage has been acknowledged by a solvent insurer is rendered
     against the Company or any Subsidiary and, within 45 days after entry
     thereof, such judgment is not discharged or execution thereof stayed
     pending appeal, or within 45 days after the expiration of any such stay,
     such judgment is not discharged; or

          (xiv) any Plan shall fail to maintain the minimum funding standard
     required by Section 412 of the Code for any plan year, or any Plan shall
     become the subject of termination proceedings under ERISA, or the Company
     or any ERISA affiliate shall withdraw from a Multiemployer Plan in whole or
     in part or any Plan or Multiemployer Plan shall be terminated; and as a
     result of any one or more of the foregoing there exists a liability of the
     Company or any Subsidiary in an aggregate amount exceeding $10,000,000 (or
     the equivalent amount in any foreign currency); or

then (a) if such event is an Event of Default specified in clause (i) or (ii) of
this paragraph 7A, the holder of any Note (other than the Company or any of its
Subsidiaries or Affiliates) may at its option, by notice in writing to the
Company, declare such Note to be, and such Note shall thereupon be and become,
immediately due and payable at par together with accrued interest thereon,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company, (b) if such event is an Event of Default
specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the
Company, all of the Notes at the time outstanding shall automatically become
immediately due and payable at par together with interest accrued thereon and
together with the Yield-Maintenance Amount, if any, with respect to each Note,
without presentment, demand, protest or notice of any kind, all of which are
hereby waived by the Company, and (c) if such event is not an Event of Default
specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the
Company, the Required Holder(s) may at its or their option, by notice in writing
to the Company, declare all of the Notes to be, and all of the Notes shall
thereupon be and become, immediately due and payable together with interest
accrued thereon and together with the Yield-Maintenance Amount, if any, with
respect to each Note, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Company.

     7B.  Rescission of Acceleration.  At any time after any or all of the Notes
shall have been declared immediately due and payable pursuant to paragraph 7A,
the Required Holder(s) may, by notice in writing to the Company, rescind and
annul such declaration and its consequences if (i) the Company shall have paid
all overdue interest on the Notes, the principal of and Yield-Maintenance
Amount, if any, payable with respect to any Notes which have become due
otherwise than by reason of such declaration, and interest on such overdue
interest and overdue principal and Yield-Maintenance Amount at the rate
specified in the Notes, (ii) the

                                        10
<PAGE>

Company shall not have paid any amounts which have become due solely by reason
of such declaration, (iii) all Events of Default and Defaults, other than
non-payment of amounts which have become due solely by reason of such
declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv)
no judgment or decree shall have been entered for the payment of any amounts due
pursuant to the Notes or this Agreement. No such rescission or annulment shall
extend to or affect any subsequent Event of Default or Default or impair any
right arising therefrom.

     7C.  Notice of Acceleration or Rescission.  Whenever any Note shall be
declared immediately due and payable pursuant to paragraph 7A or any such
declaration shall be rescinded and annulled pursuant to paragraph 7B, the
Company shall forthwith give written notice thereof to the holder of each Note
at the time outstanding.

     7D.  Other Remedies.  If any Event of Default or Default shall occur and be
continuing, the holder of any Note may proceed to protect and enforce its rights
under this Agreement and such Note by exercising such remedies as are available
to such holder in respect thereof under applicable law, either by suit in equity
or by action at law, or both, whether for specific performance of any covenant
or other agreement contained in this Agreement or in aid of the exercise of any
power granted in this Agreement. No remedy conferred in this Agreement upon the
holder of any Note is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other
remedy conferred herein or now or hereafter existing at law or in equity or by
statute or otherwise.

     8.  Representations, Covenants and Warranties.  The Company represents,
covenants and warrants as follows:

          8A.  Organization.  The Company is a corporation duly organized and
     existing in good standing under the laws of the State of Delaware and each
     Subsidiary is duly organized and existing in good standing under the laws
     of the jurisdiction in which it is incorporated.

          8B.  Financial Statements.  The Company has furnished you with the
     following financial statements, identified by a principal financial officer
     of the Company: (i) a consolidated balance sheet of the Company and its
     Subsidiaries as at December 31 in each of the years 1999 to 2001 inclusive,
     and consolidated statements of income, stockholders' equity and cash flows
     of the Company and its Subsidiaries for each such year, all reported on by
     Ernst & Young; and (ii) a consolidated balance sheet of the Company and its
     Subsidiaries as at September 30 in each of the years 2001 and 2002 and
     consolidated statements of income, stockholders' equity and cash flows for
     the nine-month period ended on each such date, prepared by the Company.
     Such financial statements (including any related schedules and/or notes)
     are true and correct in all material respects (subject, as to interim
     statements, to changes resulting from audits and year-end adjustments),
     have been prepared in accordance with generally accepted accounting
     principles consistently followed throughout the periods involved and show
     all liabilities, direct and contingent, of the Company and its Subsidiaries
     required to be shown in accordance with such principles. The balance sheets
     fairly present the condition of the Company and its Subsidiaries as at the
     dates thereof, and the statements of income, stockholders' equity and cash
     flows fairly present the results of the operations of the Company and its
     Subsidiaries and their cash flows for the periods indicated. There has been
     no material adverse change in the business, condition (financial or
     otherwise) or operations of the Company and its Subsidiaries taken as a
     whole since December 31, 2001.

          8C.  Actions Pending.  There is no action, suit, investigation or
     proceeding pending or, to the knowledge of the Company, threatened against
     the Company or any of its Subsidiaries, or any properties or rights of the
     Company or any of its Subsidiaries, by or before any court, arbitrator or
     administrative or governmental body which is reasonably likely to result in
     any material adverse change in the business, condition (financial or
     otherwise) or operations of the Company and its Subsidiaries taken as a
     whole.

          8D.  Outstanding Debt.  Neither the Company nor any of its
     Subsidiaries has outstanding any Debt except as permitted by paragraphs 6B,
     6C, 6D and 6F. There exists no default (nor any temporary waiver of any
     default) under the provisions of any instrument evidencing such Debt or of
     any agreement relating thereto.

                                        11
<PAGE>

          8E.  Title to Properties.  The Company has and each of its
     Subsidiaries has good and indefeasible title to its respective real
     properties (other than properties which it leases) and good title to all of
     its other respective properties and assets, including the properties and
     assets reflected in the balance sheet as at September 30, 2002 referred to
     in paragraph 8B (other than properties and assets disposed of in the
     ordinary course of business), subject to no Lien of any kind except Liens
     permitted by paragraph 6A. All leases of the Company and its Subsidiaries
     are valid and subsisting and are in full force and effect except where the
     failure of such lease would not have a material adverse effect on the
     business, condition (financial or otherwise) or operations of the Company
     and its Subsidiaries taken as a whole.

          8F.  Taxes.  The Company has and each of its Subsidiaries has filed
     all federal, state and other income tax returns which, to the knowledge of
     the officers of the Company, are required to be filed, and each has paid
     all taxes as shown on such returns and on all assessments received by it to
     the extent that such taxes have become due, except such taxes as are being
     contested in good faith by appropriate proceedings for which adequate
     reserves have been established in accordance with generally accepted
     accounting principles.

          8G.  Conflicting Agreements and Other Matters.  Neither the Company
     nor any of its Subsidiaries is a party to any contract or agreement or
     subject to any charter or other corporate restriction which materially and
     adversely affects the business, property or assets, or financial condition
     of the Company and its Subsidiaries taken as a whole. Neither the execution
     nor delivery of this Agreement or the Notes, nor the offering, issuance and
     sale of the Notes, nor fulfillment of nor compliance with the terms and
     provisions hereof and of the Notes will conflict with, or result in a
     breach of the terms, conditions or provisions of, or constitute a default
     under, or result in any violation of, or result in the creation of any Lien
     upon any of the properties or assets of the Company or any of its
     Subsidiaries pursuant to, the charter or by-laws of the Company or any of
     its Subsidiaries, any award of any arbitrator or any agreement (including
     any agreement with stockholders), instrument, order, judgment, decree,
     statute, law, rule or regulation to which the Company or any of its
     Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is
     a party to, or otherwise subject to any provision contained in, any
     instrument evidencing Indebtedness of the Company or such Subsidiary, any
     agreement relating thereto or any other contract or agreement (including
     its charter) which limits the amount of, or otherwise imposes restrictions
     on the incurring of, Debt of the Company of the type to be evidenced by the
     Notes except as set forth in the agreements listed in Schedule 8G attached
     hereto.

          8H.  Offering of Notes.  Neither the Company nor any agent acting on
     its behalf has, directly or indirectly, offered the Notes or any similar
     security of the Company for sale to, or solicited any offers to buy the
     Notes or any similar security of the Company from, or otherwise approached
     or negotiated with respect thereto with, any Person other than you and not
     more than 5 other institutional investors, and neither the Company nor any
     agent acting on its behalf has taken or will take any action which would
     subject the issuance or sale of the Notes to the provisions of section 5 of
     the Securities Act or to the provisions of any securities or Blue Sky law
     of any applicable jurisdiction.

          8I.  Use of Proceeds.  Neither the Company nor any Subsidiary owns or
     has any present intention of acquiring any "margin stock" as defined in
     Regulation U (12 CFR Part 221) of the Board of Governors of the Federal
     Reserve System (herein called "margin stock") other than purchases of the
     Company's outstanding common stock (and rights to acquire such stock). The
     proceeds of sale of the Notes will be used for general corporate purposes.
     Except as referenced in the first sentence of this paragraph, none of such
     proceeds will be used, directly or indirectly, for the purpose, whether
     immediate, incidental or ultimate, of purchasing or carrying any margin
     stock or for the purpose of maintaining, reducing or retiring any
     Indebtedness which was originally incurred to purchase or carry any stock
     that is currently a margin stock or for any other purpose which might
     constitute this transaction a "purpose credit" within the meaning of such
     Regulation U. Neither the Company nor any agent acting on its behalf has
     taken or will take any action which might cause this Agreement or the Notes
     to violate Regulation U, Regulation T, Regulation X or any other regulation
     of the Board of Governors of the Federal Reserve System or to violate the
     Exchange Act, in each case as in effect now or as the same may hereafter be
     in effect.

                                        12
<PAGE>

          8J.  ERISA.  No accumulated funding deficiency (as defined in section
     302 of ERISA and section 412 of the Code), whether or not waived, exists
     with respect to any Plan (other than a Multiemployer Plan). No liability to
     the Pension Benefit Guaranty Corporation has been or is expected by the
     Company or any ERISA Affiliate to be incurred with respect to any Plan
     (other than a Multiemployer Plan) by the Company, any Subsidiary or any
     ERISA Affiliate which is or would be materially adverse to the business,
     condition (financial or otherwise) or operations of the Company and its
     Subsidiaries taken as a whole. Neither the Company, any Subsidiary nor any
     ERISA Affiliate has incurred or presently expects to incur any withdrawal
     liability under Title IV of ERISA with respect to any Multiemployer Plan
     which is or would be materially adverse to the business, condition
     (financial or otherwise) or operations of the Company and its Subsidiaries
     taken as a whole. The execution and delivery of this Agreement and the
     issuance and sale of the Notes will be exempt from, or will not involve any
     transaction which is subject to, the prohibitions of section 406 of ERISA
     and will not involve any transaction in connection with which a penalty
     could be imposed under section 502(i) of ERISA or a tax could be imposed
     pursuant to section 4975 of the Code. The representation by the Company in
     the next preceding sentence is made in reliance upon and subject to the
     accuracy of your representation in paragraph 9B.

          8K.  Governmental Consent.  Neither the nature of the Company or of
     any Subsidiary, nor any of their respective businesses or properties, nor
     any relationship between the Company or any Subsidiary and any other
     Person, nor any circumstance in connection with the offering, issuance,
     sale or delivery of the Notes is such as to require any authorization,
     consent, approval, exemption or other action by or notice to or filing with
     any court or administrative or governmental body (other than routine
     filings after the date of closing with the Securities and Exchange
     Commission and/or state Blue Sky authorities) in connection with the
     execution and delivery of this Agreement, the offering, issuance, sale or
     delivery of the Notes or fulfillment of or compliance with the terms and
     provisions hereof or of the Notes.

          8L.  Environmental Compliance.  The Company and its Subsidiaries and
     all of their respective properties and facilities have complied at all
     times and in all respects with all federal, state, local and regional
     statutes, laws, ordinances and judicial or administrative orders,
     judgments, rulings and regulations relating to protection of the
     environment except, in any such case, where failure to comply would not
     result in a material adverse effect on the business, condition (financial
     or otherwise) or operations of the Company and its Subsidiaries taken as a
     whole.

          8M.  Disclosure.  Neither this Agreement nor any other document,
     certificate or statement furnished to you by or on behalf of the Company in
     connection herewith contains any untrue statement of a material fact or
     omits to state a material fact necessary in order to make the statements
     contained herein and therein not misleading. There is no fact peculiar to
     the Company or any of its Subsidiaries which materially adversely affects
     or in the future is reasonably likely to (so far as the Company can now
     foresee) materially adversely affect the business, property or assets, or
     financial condition of the Company and its Subsidiaries taken as a whole
     and which has not been set forth in this Agreement or in the other
     documents, certificates and statements furnished to you by or on behalf of
     the Company prior to the date hereof in connection with the transactions
     contemplated hereby.

          8N.  Power; Authorization; Enforceability.  This Agreement and the
     Notes have been duly authorized by all requisite corporate action and duly
     executed and delivered by authorized officers of the Company, and are valid
     obligations of the Company, legally binding upon and enforceable against
     the Company in accordance with their respective terms, except as such
     enforceability may be limited by (a) bankruptcy, insolvency, reorganization
     or other similar laws affecting the enforcement of creditors' rights
     generally and (b) general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          8O.  Investment Company Act.  None of the Company or any of its
     Subsidiaries is an "investment company" or a company "controlled" by an
     "investment company," within the meaning of the Investment Company Act of
     1940, as amended.

                                        13
<PAGE>

     9.  Representations of the Purchaser.  You represent as follows:

          9A.  Nature of Purchase.  You are not acquiring the Notes to be
     purchased by you hereunder with a view to or for sale in connection with
     any distribution thereof within the meaning of the Securities Act, provided
     that the disposition of your property shall at all times be and remain
     within your control.

          9B.  Source of Funds.  No part of the funds being used by you to pay
     the purchase price of the Notes being purchased by you hereunder
     constitutes assets allocated to any separate account maintained by you in
     which any employee benefit plan, other than employee benefit plans
     identified on a list which has been furnished by you to the Company,
     participates to the extent of 10% or more. For the purpose of this
     paragraph 9B, the terms "separate account" and "employee benefit plan"
     shall have the respective meanings specified in section 3 of ERISA.

     10.  Definitions.  For the purpose of this Agreement, the terms defined in
the introductory sentence and in paragraphs 1 and 2 shall have the respective
meanings specified therein, and the following terms shall have the meanings
specified with respect thereto below:

          10A.  Yield-Maintenance Terms.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     day on which commercial banks in New York City are required or authorized
     to be closed.

          "Called Principal" shall mean, with respect to any Note, the principal
     of such Note that is to be prepaid pursuant to paragraph 4B or is declared
     to be immediately due and payable pursuant to paragraph 7A, as the context
     requires.

          "Discounted Value" shall mean, with respect to the Called Principal of
     any Note, the amount obtained by discounting all Remaining Scheduled
     Payments with respect to such Called Principal from their respective
     scheduled due dates to the Settlement Date with respect to such Called
     Principal, in accordance with accepted financial practice and at a discount
     factor (as converted to reflect the periodic basis on which interest on the
     Notes is payable, in the event payable other than on a semi-annual basis)
     equal to the Reinvestment Yield with respect to such Called Principal.

          "Reinvestment Yield" shall mean, with respect to the Called Principal
     of any Note, 0.5% plus the yield to maturity implied by (i) the yields
     reported as of 10:00 a.m. (New York City local time) on the Business Day
     next preceding the Settlement Date with respect to such Called Principal
     for actively traded U.S. Treasury securities having a maturity equal to the
     Remaining Average Life of such Called Principal as of such Settlement Date
     on the Treasury Yield Monitor page of Standard & Poor's MMS -- Treasury
     Market Insight (or, if Standard & Poor's shall cease to report such yields
     in MMS -- Treasury Market Insight or shall cease to be Prudential Capital
     Group's customary source of information for calculating yield-maintenance
     amounts on privately placed notes, then such source as is then Prudential
     Capital Group's customary source of such information), or if such yields
     shall not be reported as of such time or the yields reported as of such
     time shall not be ascertainable, (ii) the Treasury Constant Maturity Series
     yields reported, for the latest day for which such yields shall have been
     so reported as of the Business Day next preceding the Settlement Date with
     respect to such Called Principal, in Federal Reserve Statistical Release
     H.15(519) (or any comparable successor publication) for actively traded
     U.S. Treasury securities having a constant maturity equal to the Remaining
     Average Life of such Called Principal as of such Settlement Date. Such
     implied yield shall be determined, if necessary, by (a) converting U.S.
     Treasury bill quotations to bond equivalent yields in accordance with
     accepted financial practice and (b) interpolating linearly between yields
     reported for various maturities. The Reinvestment Yield will be rounded to
     that number of decimal places as appears in the Notes.

          "Remaining Average Life" shall mean, with respect to the Called
     Principal of any Note, the number of years (calculated to the nearest
     one-twelfth year) obtained by dividing (i) such Called Principal into (ii)
     the sum of the products obtained by multiplying (a) each Remaining
     Scheduled Payment of such Called Principal (but not of interest thereon) by
     (b) the number of years (calculated to the nearest one-

                                        14
<PAGE>

     twelfth year) which will elapse between the Settlement Date with respect to
     such Called Principal and the scheduled due date of such Remaining
     Scheduled Payment.

          "Remaining Scheduled Payments" shall mean, with respect to the Called
     Principal of any Note, all payments of such Called Principal and interest
     thereon that would be due on or after the Settlement Date with respect to
     such Called Principal if no payment of such Called Principal were made
     prior to its scheduled due date.

          "Settlement Date" shall mean, with respect to the Called Principal of
     any Note, the date on which such Called Principal is to be prepaid pursuant
     to paragraph 4B or is declared to be immediately due and payable pursuant
     to paragraph 7A, as the context requires.

          "Yield-Maintenance Amount" shall mean, with respect to any Note, an
     amount equal to the excess, if any, of the Discounted Value of the Called
     Principal of such Note over the sum of (i) such Called Principal plus (ii)
     interest accrued thereon as of (including interest due on) the Settlement
     Date with respect to such Called Principal. The Yield-Maintenance Amount
     shall in no event be less than zero.

          10B.  Other Terms.

          "1997 Notes" shall mean, the Company's $75,000,000 principal amount,
     6.94% Senior Notes Due December 23, 2005 issued pursuant to the 1997 Note
     Agreement.

          "1997 Note Agreement" shall mean, the Company's Note Agreement with
     Prudential, dated as of December 23, 1997 (as amended, supplemented and in
     effect from time to time), relating to the issue and sale of the Company's
     1997 Notes.

          "2001 Credit Agreement" shall mean, the Company's $110,000,000 Credit
     Agreement, dated as of December 21, 2001, with JPMorgan Chase Bank, as
     administrative agent, and the other parties signatory thereto (as amended,
     modified, supplemented and in effect from time to time).

          "2001 Non-Cash Charges" shall have the meaning ascribed thereto in
     paragraph 6B.

          "Affiliate" shall mean any Person directly or indirectly controlling,
     controlled by, or under direct or indirect common control with, the
     Company, except a Subsidiary. A Person shall be deemed to control a
     corporation if such Person possesses, directly or indirectly, the power to
     direct or cause the direction of the management and policies of such
     corporation, whether through the ownership of voting securities, by
     contract or otherwise.

          "Agreement" shall mean this Note Agreement, as amended, supplemented
     and in effect from time to time.

          "Bankruptcy Law" shall have the meaning specified in clause (viii) of
     paragraph 7A.

          "Capital Stock" shall mean 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.

          "Capitalized Lease Obligation" shall mean any rental obligation which,
     under generally accepted accounting principles, would be required to be
     capitalized on the books of the Company or any Subsidiary, taken at the
     amount thereof accounted for as indebtedness (net of interest expense) in
     accordance with such principles.

          "Cash Equivalents" shall mean, at any date of determination, "cash"
     and "cash equivalents" as determined in accordance with generally accepted
     accounting principles.

          "closing" and "date of closing" shall have the respective meanings
     specified in paragraph 2.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Competitor" shall mean any Person who is engaged or who is an
     Affiliate of another Person who is engaged to any significant extent in the
     advertising, public relations, direct marketing or marketing

                                        15
<PAGE>

     research business; provided, however, that in no event shall any insurance
     company, bank, bank holding company, savings institution or trust company
     or fraternal benefit society be deemed to be a Competitor for purposes of
     this Agreement.

          "Consolidated Cash Flow" for any period shall mean the sum of
     Consolidated Net Income, depreciation expenses, amortization costs
     (including amortization of restricted stock and employee stock options
     granted as compensation to employees), deferred compensation expenses (net
     of deferred compensation due and payable within one year),
     intangibles-related asset impairment charges for such period attributable
     to the purchase price of acquisitions, minority interests and changes in
     deferred taxes, less any equity in the earnings of unconsolidated
     affiliated entities (net of dividends received), all as computed and
     consolidated for the Company and its Subsidiaries for such period in
     accordance with generally accepted accounting principles.

          "Consolidated Current Debt" as of any date shall mean the aggregate
     amount of Current Debt of the Company and its Subsidiaries as would be
     shown on a consolidated balance sheet of the Company and its Subsidiaries
     prepared as of such date in accordance with generally accepted accounting
     principles.

          "Consolidated Funded Debt" as of any date shall mean the aggregate
     amount of Funded Debt of the Company and its Subsidiaries as would be shown
     on a consolidated balance sheet of the Company and its Subsidiaries
     prepared as of such date in accordance with generally accepted accounting
     principles.

          "Consolidated Net Income" for any period shall mean the consolidated
     net income (loss) of the Company and its Subsidiaries for such period, all
     determined in accordance with generally accepted accounting principles
     consistently applied.

          "Consolidated Net Worth" shall mean, 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 generally accepted accounting principles
     (but Preferred Stock of the Company shall not in any event be treated as a
     liability).

          "Current Debt" shall mean, with respect to any Person, all
     Indebtedness of such Person for borrowed money which by its terms or by the
     terms of any instrument or agreement relating thereto matures on demand or
     within one year from the date of the creation thereof and is not directly
     or indirectly renewable or extendible at the option of the debtor to a date
     more than one year from the date of the creation thereof, provided that
     Indebtedness for borrowed money outstanding under a revolving credit or
     similar agreement which obligates the lender or lenders to extend credit
     over a period of more than one year shall constitute Funded Debt and not
     Current Debt, even though such Indebtedness by its terms matures on demand
     or within one year from the date of the creation thereof.

          "Debt" shall mean Current Debt and Funded Debt.

          "ERISA" shall mean the Employee Retirement Income Security Act of
     1974, as amended.

          "ERISA Affiliate" shall mean any corporation which is a member of the
     same controlled group of corporations as the Company within the meaning of
     section 414(b) of the Code, or any trade or business which is under common
     control with the Company within the meaning of section 414(c) of the Code.

          "Event of Default" shall mean any of the events specified in paragraph
     7A, provided that there has been satisfied any requirement in connection
     with such event for the giving of notice, or the lapse of time, or the
     happening of any further condition, event or act, and "Default" shall mean
     any of such events, whether or not any such requirement has been satisfied.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          "Fixed Charges" means, with respect to any period, the sum of (a)
     Interest Charges for such period, and (b) Lease Rentals for such period.

                                        16
<PAGE>

          "Fixed Charges Coverage Ratio" means, at any time, the ratio of (a)
     the sum of (i) Consolidated Cash Flow and (ii) Fixed Charges for such
     period that were actually paid during such period to (b) Fixed Charges for
     such period.

          "Funded Debt" shall mean, with respect to any Person, all Indebtedness
     of such Person which by its terms or by the terms of any instrument or
     agreement relating thereto matures more than one year from, or is directly
     or indirectly renewable or extendible at the option of the debtor to a date
     more than one year (including an option of the debtor under a revolving
     credit or similar agreement obligating the lender or lenders to extend
     credit over a period of more than one year) from, the date of the creation
     thereof.

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

          "Guarantee" shall mean, with respect to any Person, any direct or
     indirect liability, contingent or otherwise, of such Person with respect to
     any indebtedness, lease, dividend or other obligation or asset of another,
     including, without limitation, any such obligation or asset directly or
     indirectly guaranteed, endorsed (otherwise than for collection or deposit
     in the ordinary course of business) or discounted or sold with recourse by
     such Person, or in respect of which such Person is otherwise directly or
     indirectly liable, including, without limitation, any such obligation or
     asset in effect guaranteed by such Person through any agreement (contingent
     or otherwise) to purchase, repurchase or otherwise acquire such obligation
     or asset or any security therefor, or to provide funds for the payment or
     discharge of such obligation or maintain the value of such asset (whether
     in the form of loans, advances, stock purchases, capital contributions or
     otherwise), or to maintain the solvency or any balance sheet or other
     financial condition of the obligor of such obligation, or to make payment
     for any products, materials or supplies or for any transportation or
     services regardless of the non-delivery or non-furnishing thereof, in any
     such case if the purpose or intent of such agreement is to provide
     assurance that such obligation will be paid or discharged or the value of
     any asset maintained, or that any agreements relating thereto will be
     complied with, or that the holders of such obligation or asset will be
     protected against loss in respect thereof. The amount of any Guarantee
     shall be equal to the outstanding principal amount of the obligation
     guaranteed or the minimum value of the asset to be maintained or such
     lesser amount to which the maximum exposure of the guarantor shall have
     been specifically limited.

          "Indebtedness" shall mean, with respect to any Person, without
     duplication, (i) all items (excluding items of contingency reserves or of
     reserves for deferred income taxes) which in accordance with generally
     accepted accounting principles would be included in determining total
     liabilities as shown on the liability side of a balance sheet of such
     Person as of the date on which Indebtedness is to be determined, (ii) all
     indebtedness secured by any Lien on any property or asset owned or held by
     such Person subject thereto, whether or not the indebtedness secured
     thereby shall have been assumed (limited to the value of such asset where
     the indebtedness has not been assumed), and (iii) all indebtedness of
     others with respect to which such Person has become liable by way of a
     Guarantee (limited to the amount of such indebtedness which is Guaranteed),
     it being understood that any Guarantee of obligations that are otherwise
     permitted hereunder but would not otherwise constitute Indebtedness under
     clauses (i) or (iii) above shall not constitute Indebtedness hereunder.

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

          "Interest Charges" means, with respect to any period, the sum (without
     duplication) of the following (in each case, eliminating all offsetting
     debits and credits between the Company and its Subsidiaries and all other
     items required to be eliminated in the course of the preparation of
     consolidated financial statements of the Company and its Subsidiaries in
     accordance with generally accepted accounting principles): (a) all interest
     in respect of Debt of the Company and its Subsidiaries (including imputed
     interest on Capitalized Lease Obligations) deducted in determining
     Consolidated Net Income for such

                                        17
<PAGE>

     period, together with all interest capitalized or deferred during such
     period and not deducted in determining Consolidated Net Income for such
     period, and (b) all debt discount and expense amortized or required to be
     amortized in the determination of Consolidated Net Income for such period.

          "Lease Rentals" means, with respect to any period, the sum of the
     rental and other obligations required to be paid during such period by the
     Company or any Subsidiary as lessee under all leases of real or personal
     property (other than those in respect of Capitalized Lease Obligations),
     excluding any amount required to be paid by the lessee (whether or not
     therein designated as rental or additional rental) on account of
     maintenance and repairs, insurance, taxes, assessments, water rates and
     similar charges; provided that, if at the date of determination, any such
     rental or other obligations (or portion thereof) are contingent or not
     otherwise definitely determinable by the terms of the related lease, the
     amount of such obligations (or such portion thereof) (i) shall be assumed
     to be equal to the amount of such obligations for the period of 12
     consecutive calendar months immediately preceding the date of determination
     or (ii) if the related lease was not in effect during such preceding
     12-month period, shall be the amount estimated (on a reasonable basis and
     in good faith) and set forth in an Officer's Certificate to be delivered to
     the holder(s) of the Notes.

          "Lien" shall mean any mortgage, pledge, security interest,
     encumbrance, lien (statutory or otherwise) or charge of any kind (including
     any agreement to give any of the foregoing, any conditional sale or other
     title retention agreement, any lease in the nature thereof, and the filing
     of or agreement to give any financing statement under the Uniform
     Commercial Code of any jurisdiction) or any other type of preferential
     arrangement for the purpose, or having the effect, of protecting a creditor
     against loss or securing the payment or performance of an obligation.

          "Multiemployer Plan" shall mean any Plan which is a "multiemployer
     plan" (as such term is defined in section 4001(a)(3) of ERISA).

          "Non-Qualifying Subsidiary Group" as of any date shall mean a
     Subsidiary or any group of Subsidiaries which carries on its business in a
     single country other than the United States of America or Canada and, on an
     aggregate basis, had gross income of less than $14,000,000 (or the
     equivalent amount in any foreign currency) for the most recently ended
     fiscal year of the Company.

          "Officer's Certificate" shall mean a certificate signed in the name of
     the Company by its President, one of its Vice Presidents or its Treasurer.

          "Person" shall mean and include an individual, a partnership, a joint
     venture, a corporation, a limited liability company or similar entity, a
     trust, an unincorporated organization and a government or any department or
     agency thereof.

          "Plan" shall mean any "employee pension benefit plan" (as such term is
     defined in section 3 of ERISA) which is or has been established or
     maintained, or to which contributions are or have been made, by the Company
     or any ERISA Affiliate.

          "Preferred Stock" shall mean 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" shall mean, without duplication, (x) all Funded Debt
     of Subsidiaries other than (a) Funded Debt of any Subsidiary owing to the
     Company or to another Subsidiary and (b) Funded Debt of a Non-Qualifying
     Subsidiary Group, and (y) all Debt of the Company or any of its
     Subsidiaries secured by a Lien other than a Lien permitted by clauses (i)
     through (x) of paragraph 6A, and (z) all Preferred Stock of Subsidiaries
     not owned by the Company directly or indirectly through a wholly-owned
     Subsidiary, to the extent the total aggregate amount of the foregoing items
     (x), (y) and (z) is in excess of $10,000,000.

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

                                        18
<PAGE>

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

          "Required Holder(s)" shall mean the holder or holders of at least
     66 2/3% of the aggregate principal amount of the Notes from time to time
     outstanding.

          "Responsible Officer" shall mean the chief executive officer, chief
     operating officer, chief financial officer or chief accounting officer of
     the Company or any other officer of the Company involved principally in its
     financial administration or its controllership function.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Significant Holder" shall mean (i) you, so long as you shall hold (or
     be committed under this Agreement to purchase) any Note, or (ii) any other
     holder of at least 10% of the aggregate principal amount of the Notes from
     time to time outstanding.

          "Subsidiary" shall mean any corporation at least a majority of the
     total combined voting power of all classes of Voting Stock of which shall,
     at the time as of which any determination is being made, be owned by the
     Company either directly or through Subsidiaries.

          "Subsidiary Group" shall mean any Subsidiary which is, or a group of
     Subsidiaries all of which are, at any time of determination, subject to one
     or more of the proceedings or conditions described in paragraph 7A (vii),
     (viii), (ix) or (x) and, on an aggregate basis, either (i) such Subsidiary
     or group had gross revenues which represented more than 5% of consolidated
     gross revenues of the Company and its Subsidiaries for the most recently
     ended fiscal year of the Company (or on a pro forma basis in the case of a
     newly acquired or created Subsidiary would have 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 of the end of the most recently ended 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).

          "Total Borrowed Funds" shall mean, at any date, the sum of (x)
     Consolidated Funded Debt as of such date plus (y) the excess, if any, of
     Consolidated Current Debt as of such date over the aggregate of Cash
     Equivalents of the Company and its Subsidiaries on hand as of such date
     (valued at the amount as would be shown for such items on a consolidated
     balance sheet of the Company and its Subsidiaries prepared as of such date
     in accordance with generally accepted accounting principles) and not
     subject to any Lien (other than a Lien in favor of any such Consolidated
     Current Debt).

          "Transferee" shall mean any direct or indirect transferee of all or
     any part of any Note purchased by you under this Agreement.

          "Voting Stock" shall mean, with respect to any corporation, any shares
     of stock of such corporation whose holders are entitled under ordinary
     circumstances to vote for the election of directors of such corporation
     (irrespective of whether at the time stock of any other class or classes
     shall have or might have voting power by reason of the happening of any
     contingency).

          10C.  Accounting Principles, Terms and Determinations.  All references
     in this Agreement to "generally accepted accounting principles" shall be
     deemed to refer to generally accepted accounting principles in effect in
     the United States at the time of application thereof. Unless otherwise
     specified herein, all accounting terms used herein shall be interpreted,
     all determinations with respect to accounting matters hereunder shall be
     made, and all unaudited financial statements and certificates and reports
     as to financial matters required to be furnished hereunder shall be
     prepared, in accordance with generally accepted accounting principles,
     applied on a basis consistent with the most recent audited consolidated
     financial statements of the Company and its Subsidiaries delivered pursuant
     to clause (ii) of paragraph 5A or, if no such statements have been so
     delivered, the most recent audited financial statements referred to in
     clause (i) of paragraph 8B.

                                        19
<PAGE>

     11.  Miscellaneous.

     11A.  Note Payments.  The Company agrees that, so long as you shall hold
any Note, it will make payments of principal of, interest on and any
Yield-Maintenance Amount payable with respect to such Note, which comply with
the terms of this Agreement, by wire transfer of immediately available funds for
credit (not later than 12:00 noon, New York City time, on the date due) to your
account or accounts as specified in the Purchaser Schedule attached hereto, or
such other account or accounts in the United States as you may designate in
writing, notwithstanding any contrary provision herein or in any Note with
respect to the place of payment. You agree that, before disposing of any Note,
you will make a notation thereon (or on a schedule attached thereto) of all
principal payments previously made thereon and of the date to which interest
thereon has been paid. The Company agrees to afford the benefits of this
paragraph 11A to any Transferee which shall have made the same agreement as you
have made in this paragraph 11A.

     11B.  Expenses.  The Company agrees, whether or not the transactions
contemplated hereby shall be consummated, to pay, and save you and any
Transferee harmless against liability for the payment of, all out-of-pocket
expenses arising in connection with such transactions, including (i) all
document production and duplication charges and the fees and expenses of any
special counsel engaged by you or such Transferee in connection with this
Agreement, the transactions contemplated hereby (but not the fees and expenses
of any Transferee or its counsel in connection with the acquisition of any Note)
and any subsequent proposed modification of, or proposed consent under, this
Agreement, whether or not such proposed modification shall be effected or
proposed consent granted, and (ii) the costs and expenses, including attorneys'
fees, incurred by you or such Transferee in enforcing (or determining whether or
how to enforce) any rights under this Agreement or the Notes or in responding to
any subpoena or other legal process or informal investigative demand issued in
connection with this Agreement or the transactions contemplated hereby or by
reason of your or such Transferee's having acquired any Note, including without
limitation costs and expenses incurred in any bankruptcy case. The obligations
of the Company under this paragraph 11B shall survive the transfer of any Note
or portion thereof or interest therein by you or any Transferee and the payment
of any Note.

     11C.  Consent to Amendments.  This Agreement may be amended, and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, if the Company shall obtain the written consent
to such amendment, action or omission to act, of the Required Holder(s) except
that, without the written consent of the holder or holders of all Notes at the
time outstanding, no amendment to this Agreement shall change the maturity of
any Note, or change the principal of, or the rate or time of payment of interest
on or any Yield-Maintenance Amount payable with respect to any Note, or affect
the time, amount or allocation of any prepayments, or change the proportion of
the principal amount of the Notes required with respect to any consent,
amendment, waiver or declaration. Each holder of any Note at the time or
thereafter outstanding shall be bound by any consent authorized by this
paragraph 11C, whether or not such Note shall have been marked to indicate such
consent, but any Notes issued thereafter may bear a notation referring to any
such consent. No course of dealing between the Company and the holder of any
Note nor any delay in exercising any rights hereunder or under any Note shall
operate as a waiver of any rights of any holder of such Note. As used herein and
in the Notes, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

     11D.  Form, Registration, Transfer and Exchange of Notes; Lost Notes.  The
Notes are issuable as registered notes without coupons in denominations of at
least $1,000,000 and larger integral multiples of $100,000, except as may be
necessary to reflect any principal amount not evenly divisible by $100,000. The
Company shall keep at its principal office a register in which the Company shall
provide for the registration of Notes and of transfers of Notes. Upon surrender
for registration of transfer of any Note at the principal office of the Company,
the Company shall, at its expense, execute and deliver one or more new Notes of
like tenor and of a like aggregate principal amount, registered in the name of
such transferee or transferees. At the option of the holder of any Note, such
Note may be exchanged for other Notes of like tenor and of any authorized
denominations, of a like aggregate principal amount, upon surrender of the Note
to be exchanged at the principal office of the Company. Whenever any Notes are
so surrendered for exchange, the Company shall, at its expense, execute and
deliver the Notes which the holder making the exchange is entitled to receive.
Every Note surrendered for registration of transfer or exchange shall be duly
endorsed, or be

                                        20
<PAGE>

accompanied by a written instrument of transfer duly executed, by the holder of
such Note or such holder's attorney duly authorized in writing. Any Note or
Notes issued in exchange for any Note or upon transfer thereof shall carry the
rights to unpaid interest and interest to accrue which were carried by the Note
so exchanged or transferred, so that neither gain nor loss of interest shall
result from any such transfer or exchange. Upon receipt of written notice from
the holder of any Note of the loss, theft, destruction or mutilation of such
Note and, in the case of any such loss, theft or destruction, upon receipt of
such holder's unsecured indemnity agreement, or in the case of any such
mutilation upon surrender and cancellation of such Note, the Company will make
and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Note.

     11E.  Persons Deemed Owners; Participations.  Prior to due presentment for
registration of transfer, the Company may treat the Person in whose name any
Note is registered as the owner and holder of such Note for the purpose of
receiving payment of principal of, interest on and any Yield-Maintenance Amount
payable with respect to such Note and for all other purposes whatsoever, whether
or not such Note shall be overdue, and the Company shall not be affected by
notice to the contrary. Subject to the preceding sentence, the holder of any
Note may from time to time grant participations in such Note to any Person on
such terms and conditions as may be determined by such holder in its sole and
absolute discretion.

     11F.  Survival of Representations and Warranties; Entire Agreement.  All
representations and warranties contained herein or made in writing by or on
behalf of the Company in connection herewith shall survive the execution and
delivery of this Agreement and the Notes, the transfer by you of any Note or
portion thereof or interest therein and the payment of any Note, and may be
relied upon by any Transferee, regardless of any investigation made at any time
by or on behalf of you or any Transferee. Subject to the preceding sentence,
this Agreement and the Notes embody the entire agreement and understanding
between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

     11G.  Successors and Assigns.  All covenants and other agreements in this
Agreement contained by or on behalf of either of the parties hereto shall bind
and inure to the benefit of the respective successors and assigns of the parties
hereto (including, without limitation, any Transferee) whether so expressed or
not.

     11H.  Disclosure to Other Persons.  The Company acknowledges that the
holder of any Note may deliver copies of any financial statements and other
documents delivered to such holder, and disclose any other information disclosed
to such holder, by or on behalf of the Company or any Subsidiary in connection
with or pursuant to this Agreement to (i) such holder's directors, officers,
employees, agents and professional consultants, (ii) any other holder of any
Note, (iii) any Person (other than a Competitor) to which such holder offers to
sell such Note or any part thereof and which agrees to be bound by the
provisions of this paragraph 11H, (iv) any Person (other than a Competitor) to
which such holder sells or offers to sell a participation in all or any part of
such Note and which agrees to be bound by the provisions of this paragraph 11H,
(v) any Person from which such holder offers to purchase any security of the
Company and which agrees to be bound by the provisions of this paragraph 11H,
(vi) any federal or state regulatory authority having jurisdiction over such
holder, (vii) the National Association of Insurance Commissioners or any similar
organization or (viii) any other Person to which such delivery or disclosure may
be necessary or appropriate (a) in compliance with any law, rule, regulation or
order applicable to such holder, (b) in response to any subpoena or other legal
process or informal investigative demand or (c) in connection with any
litigation to which such holder is a party. You agree to use your best efforts
(and any Transferee which avails itself of the benefits of paragraph 5A(iv) or
(v) or paragraph 5C shall be deemed to have agreed to use its best
efforts -- you and any such Transferee each herein called a "Holder") to hold in
confidence and not disclose any information (other than information (a) which
was publicly known or otherwise known to such Holder at the time of disclosure
(except pursuant to disclosure in connection with this Agreement), (b) which
subsequently becomes publicly known through no act or omission by such Holder,
or (c) which otherwise becomes known to such Holder, other than through
disclosure by the Company or any of its Subsidiaries) delivered or made
available by or on behalf of the Company or any of its Subsidiaries to such
Holder (including without limitation any non-public information obtained
pursuant to paragraph 5A or 5C) in connection with or pursuant to this Agreement
which is clearly marked or labeled as being confidential

                                        21
<PAGE>

information, provided that nothing herein shall prevent the holder of any Note
from disclosing such information as provided in the preceding sentence.

     11I.  Notices.  All written communications provided for hereunder shall be
sent by first class mail or nationwide overnight delivery service (with charges
prepaid) and (i) if to you, addressed to you at the address specified for such
communications in the Purchaser Schedule attached hereto, or at such other
address as you shall have specified to the Company in writing, (ii) if to any
other holder of any Note, addressed to such other holder at such address as such
other holder shall have specified to the Company in writing or, if any such
other holder shall not have so specified an address to the Company, then
addressed to such other holder in care of the last holder of such Note which
shall have so specified an address to the Company, and (iii) if to the Company,
addressed to it at 777 Third Avenue, New York, NY 10017, Attention: Chief
Financial Officer, or at such other address as the Company shall have specified
to the holder of each Note in writing; provided, however, that any such
communication to the Company may also, at the option of the holder of any Note,
be delivered by any other means either to the Company at its address specified
above or to any officer of the Company.

     11J.  Payments Due on Non-Business Days.  Anything in this Agreement or the
Notes to the contrary notwithstanding, any payment of principal of or interest
on any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day. If the date for any payment is extended to the
next succeeding Business Day by reason of the preceding sentence, the period of
such extension shall not be included in the computation of the interest payable
on such Business Day.

     11K.  Satisfaction Requirement.  If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
required to be satisfactory to you or to the Required Holder(s), the
determination of such satisfaction shall be made by you or the Required
Holder(s), as the case may be, in the sole and exclusive judgment (exercised in
good faith) of the Person or Persons making such determination.

     11L.  Governing Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York.

     11M.  Severability.  Any provision of this Agreement which 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.

     11N.  Descriptive Headings.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

     11O.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument.

                           [SIGNATURE BLOCKS FOLLOW]

                                        22
<PAGE>

     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
Company, whereupon this letter shall become a binding agreement between the
Company and you.

                                          Very truly yours,

                                          GREY GLOBAL GROUP INC.

                                          By /s/ STEVEN G. FELSHER
                                            ------------------------------------
                                            Title: Vice Chairman

                                          By /s/ LESTER M. FEINTUCK
                                            ------------------------------------
                                            Title: Senior Vice President

The foregoing Agreement is hereby
accepted as of the date first above
written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By /s/ CHRISTOPHER H. CAREY
   --------------------------------------------------------
   Vice President

                                        23
<PAGE>

                               PURCHASER SCHEDULE

<Table>
<Caption>
                                                            AGGREGATE
                                                            PRINCIPAL
                                                            AMOUNT OF
                                                           NOTES TO BE        NOTE
                                                            PURCHASED    DENOMINATION(S)
                                                           -----------   ---------------
<S>                                                        <C>           <C>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA..............  $75,000,000     $60,000,000
                                                                           $15,000,000
</Table>

(1) All payments on account of Notes held by such purchaser shall be made by
    wire transfer of immediately available funds for credit to:

    Account No. 890-0304-391 (in the case of payments on account of the Note
    originally issued in the principal amount of $60,000,000 (the "FIRST NOTE"))
    and

    Account No. 890-0304-944 (in the case of payments on account of the Note
    originally issued in the principal amount of $15,000,000 (the "SECOND
    NOTE"))

     The Bank of New York
     New York, New York
     (ABA No.: 021-000-018)

    Each such wire transfer shall set forth the name of the Company, a reference
    to (a)" 7.41% Senior Notes due March 2009, Security No. !INV           !,
    PPN           " for the First Note and (b) "7.41% Senior Notes due March
    2009, Security No. !INV           !, PPN           " for the Second Note,
    and the due date and application (as among principal, interest and
    Yield-Maintenance Amount) of the payment being made.

(2) Address for all notices relating to payments or prepayments:

     The Prudential Insurance Company of America
     Two Gateway Center, 10th Floor
     100 Mulberry Street
     Newark, New Jersey 07102

     Attention: Manager, Billings and Collections

     Fax:      (973) 802-8764

(3) Address for all communications and notices (including copies of those
    relating to payments or prepayments):

     The Prudential Insurance Company of America
     c/o Prudential Capital Group
     1114 Avenue of the Americas
     30th Floor
     New York, NY 10036

     Attention: Managing Director

     Telephone: (212) 626-2070
     Fax:        (212) 626-2077

(4) Recipient of telephonic prepayment notices:

     Manager, Trade Management

     Telephone: (973) 802-8107
     Fax:        (973) 802-9425

(5) Tax Identification No.: 22-1211670
<PAGE>

                                                                     SCHEDULE 6A

                        INTERNATIONAL SCHEDULE OF LIENS

                              [COMPANY TO PROVIDE]
<PAGE>

                                                                     SCHEDULE 8G

                      LIST OF AGREEMENTS RESTRICTING DEBT

     1.  Note Agreement, dated as of November 13, 2000, between Grey Global
Group Inc. and The Prudential Insurance Company of America (as amended).

     2.  $110,000,000 Credit Agreement, dated as of December 21, 2001, among
Grey Global Group Inc., JPMorgan Chase Bank, as administrative agent, and the
other parties signatories thereto (as amended).
<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                             GREY GLOBAL GROUP INC.

                     7.41% SENIOR NOTE DUE MARCH [  ], 2009

NO.                                                                       [DATE]
$

     FOR VALUE RECEIVED, the undersigned, GREY GLOBAL GROUP INC. (herein called
the "Company"), a corporation organized and existing under the laws of the State
of             , hereby promises to pay to             , or registered assigns,
the principal sum of DOLLARS on [            ], with interest (computed on the
basis of a 360-day year -- 30-day month) (a) on the unpaid balance thereof at
the rate of 7.41% per annum from the date hereof, payable semiannually on the
day of March and September in each year, commencing with the September   next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Yield-Maintenance Amount (as defined in the Note Agreement referred to below),
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 9.41% or (ii) 2.0% over the rate of interest publicly announced by Bank
of New York from time to time in New York City as its Prime or Base Rate.

     Payments of principal of, interest on and any Yield-Maintenance Amount
payable with respect to this Note are to be made at the main office of Bank of
New York in New York City or at such other place as the holder hereof shall
designate to the Company in writing, in lawful money of the United States of
America.

     This Note is one of a series of Senior Notes (herein called the "Notes")
issued pursuant to a Note Agreement, dated as of March [  ], 2003 (herein called
the "Agreement"), between the Company and The Prudential Insurance Company of
America and is entitled to the benefits thereof.

     This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee. Prior to due presentment for registration of transfer, the
Company may treat the person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.

     The Company agrees to make required prepayments of principal on the dates
and in the amounts specified in the Agreement. This Note is also subject to
optional prepayment, in whole or from time to time in part, on the terms
specified in the Agreement.

     In case an Event of Default, as defined in the Agreement, shall occur and
be continuing, the principal of this Note may be declared or otherwise become
due and payable in the manner and with the effect provided in the Agreement.
<PAGE>

     This Note is intended to be performed in the State of New York and shall be
construed and enforced in accordance with the law of such State.

                                          GREY GLOBAL GROUP INC.

                                          By
                                            ------------------------------------
                                                      [Vice] President

                                          By
                                            ------------------------------------
                                                         Treasurer

                                        2
<PAGE>

                                                                       EXHIBIT B

                     [FORM OF OPINION OF COMPANY'S COUNSEL]

              [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM]

                                                               [Date of Closing]

The Prudential Insurance Company of America
c/o Prudential Capital Group
1114 Avenue of the Americas
30th Floor
New York, NY 10036

Ladies and Gentlemen:

     We have acted as counsel for Grey Global Group Inc. (the "Company") in
connection with the Note Agreement, dated as of March [  ], 2003, between the
Company and you (the "Note Agreement"), pursuant to which the Company has issued
to you today 7.41% Senior Notes due March [  ], 2009 of the Company in the
aggregate principal amount of $75,000,000. All terms used herein that are
defined in the Note Agreement have the respective meanings specified in the Note
Agreement. This letter is being delivered to you in satisfaction of the
condition set forth in paragraph 3A of the Note Agreement and with the
understanding that you are purchasing the Notes in reliance on the opinions
expressed herein.

     In this connection, we have examined such certificates of public officials,
certificates of officers of the Company and copies certified to our satisfaction
of corporate documents and records of the Company and of other papers, and have
made such other investigations, as we have deemed relevant and necessary as a
basis for our opinion hereinafter set forth. We have relied upon such
certificates of public officials and of officers of the Company with respect to
the accuracy of material factual matters contained therein which were not
independently established. With respect to the opinion expressed in paragraph 3
below, we have also relied upon the representation made by you in paragraph 9A
of the Note Agreement.

     Based on the foregoing, it is our opinion that:

          1.  The Company is a corporation duly organized and validly existing
     in good standing under the laws of the State of             .

          2.  The Note Agreement and the Notes have been duly authorized by all
     requisite corporate action and duly executed and delivered by authorized
     officers of the Company, and are valid obligations of the Company, legally
     binding upon and enforceable against the Company in accordance with their
     respective terms, except as such enforceability may be limited by (a)
     bankruptcy, insolvency, reorganization or other similar laws affecting the
     enforcement of creditors' rights generally and (b) general principles of
     equity (regardless of whether such enforceability is considered in a
     proceeding in equity or at law).

          3.  It is not necessary in connection with the offering, issuance,
     sale and delivery of the Notes under the circumstances contemplated by the
     Note Agreement to register the Notes under the Securities Act or to qualify
     an indenture in respect of the Notes under the Trust Indenture Act of 1939,
     as amended.

          4.  The extension, arranging and obtaining of the credit represented
     by the Notes do not result in any violation of Regulation T, U or X of the
     Board of Governors of the Federal Reserve System.

          5.  The execution and delivery of the Note Agreement and the Notes,
     the offering, issuance and sale of the Notes and fulfillment of and
     compliance with the respective provisions of the Note Agreement and the
     Notes do not conflict with, or result in a breach of the terms, conditions
     or provisions of, or constitute a default under, or result in any violation
     of, or result in the creation of any Lien upon any of the properties or
     assets of the Company or any of its Subsidiaries pursuant to, or require
     any authorization, consent, approval, exemption or other action by or
     notice to or filing with any court, administrative or governmental body or
     other Person (other than routine filings after the date hereof with
<PAGE>

     the Securities and Exchange Commission and/or state Blue Sky authorities)
     pursuant to, the charter or by-laws of the Company or any of its
     Subsidiaries, any applicable law (including any securities or Blue Sky
     law), statute, rule or regulation or (insofar as is known to us after
     having made due inquiry with respect thereto) any agreement (including,
     without limitation, any agreement listed in Schedule 8G to the Note
     Agreement), instrument, order, judgment or decree to which the Company or
     any of its Subsidiaries is a party or otherwise subject.

                                          Very truly yours,

                                        2