Exhibit 4.3
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                        CORDIANT FINANCE, INC., as Issuer

             CORDIANT COMMUNICATIONS GROUP PLC, as Parent Guarantor

                                  $175,000,000

                              Amended and Restated
                        Guaranteed Senior Notes due 2011

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                              AMENDED AND RESTATED
                             NOTE PURCHASE AGREEMENT
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                           Dated as of April 19, 2002

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                                Table of Contents

                                                                            Page

1.  PRELIMINARY STATEMENT.....................................................1

2.  AMENDMENT AND RESTATEMENT; WAIVER; OTHER ARRANGEMENTS.....................2
    2.1.     Amendment and Restatement of Existing Note Purchase
             Agreement and Existing Notes.....................................2
    2.2.     Amendment and Restatement of Existing Parent Guarantee...........3
    2.3.     Guarantees.......................................................3
    2.4.     Security for the Notes; Common Security Trust Deed...............3
    2.5.     Waiver of Defaults and Events of Default.........................4

3.  EFFECTIVENESS OF RESTRUCTURING TRANSACTION................................4

4.  CONDITIONS TO THE EFFECTIVE DATE..........................................4
    4.1.     Representations and Warranties...................................5
    4.2.     Performance; No Default..........................................5
    4.3.     Certificates of Compliance.......................................5
    4.4.     Opinions of Counsel..............................................5
    4.5.     Subsidiary Guarantees; Security Documents........................6
    4.6.     Purchase Permitted by Applicable Law, etc........................6
    4.7.     Payment of Fees and Expenses.....................................7
    4.8.     Capital Structure................................................7
    4.9.     Syndicated Loan Agreement; Bridge Loan Agreement.................8
    4.10.    Intercreditor Agreement and Common Security Trust Deed...........8
    4.11.    Hedging Strategy Letter..........................................8
    4.12.    Security Memorandum..............................................9
    4.13.    Accountants Reports..............................................9
    4.14.    Financial Model; Consents; Group Structure Charts................9
    4.15.    Consolidated Financial Statements of the Group...................9
    4.16.    Consents, Authorizations, Licenses and Approval..................9
    4.17.    Utilization of Facilities under Syndicated Loan Agreement.......10
    4.18.    Permitted Encumbrances..........................................10
    4.19.    Permitted Borrowed Money........................................10
    4.20.    Letter from the Company's Auditors..............................10
    4.21.    Zenith Optimedia Group Limited..................................10
    4.22.    Repayment of the Korean Debenture Stock.........................11
    4.23.    Proceedings and Documents.......................................11

5.  REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE COMPANY.............11
    5.1.     Organization; Power and Authority...............................11

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    5.2.     Authorization, etc..............................................12
    5.3.     Disclosure......................................................12
    5.4.     Organization and Ownership of Shares of Subsidiaries;
             Affiliates......................................................12
    5.5.     Financial Statements............................................13
    5.6.     Compliance with Laws, Other Instruments, etc....................14
    5.7.     Governmental Authorizations, etc................................14
    5.8.     Litigation; Observance of Agreements, Statutes and Orders.......14
    5.9.     Taxes...........................................................15
    5.10.    Title to Property; Leases.......................................15
    5.11.    Licenses, Permits, etc..........................................15
    5.12.    ERISA; Foreign Plans............................................16
    5.13.    Private Offering................................................17
    5.14.    Use of Proceeds; Margin Regulations.............................17
    5.15.    Existing Borrowed Money; Future Encumbrances....................18
    5.16.    Foreign Assets Control Regulations, etc.........................18
    5.17.    Status Under Certain Statutes...................................18
    5.18.    Environmental Matters...........................................19
    5.19.    Solvency of Subsidiary Guarantors; Priority of Obligations......19
    5.20.    No Defaults or Events of Default................................20
    5.21.    Group Structure Charts..........................................20
    5.22.    Investment Company..............................................20
    5.23.    Choice of Law...................................................20
    5.24.    Intellectual Property Rights....................................20
    5.25.    Zenith Joint Venture Agreement; Other Agreements................21
    5.26.    Clean Company...................................................21
    5.27.    Charged Assets..................................................22
    5.28.    No Borrowed Money or Encumbrances...............................22

6.  REPRESENTATIONS OF THE NOTEHOLDERS.......................................22
    6.1.     Purchase of Existing Notes......................................22
    6.2.     Source of Funds.................................................22

7.  INFORMATION AS TO COMPANY................................................23
    7.1.     Prior to the Put Elimination Date...............................23
    7.2.     On the Put Elimination Date and Thereafter......................29
    7.2.1.   Financial and Business Information..............................29
    7.2.2.   Officer's Certificate...........................................33
    7.2.3.   Inspection......................................................34
    7.3.     Limitation on Disclosure Obligation.............................35

8.  PAYMENTS.................................................................36
    8.1.     Interest; PIK Management Fees...................................36
    8.2.     Required Prepayments............................................39
    8.3.     Optional Prepayments with Make-Whole Amount.....................39

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    8.4.     Prepayment Event................................................40
    8.5.     Disposal Proceeds...............................................40
    8.6.     Rights Issues, Equity Raising, Etc..............................42
    8.7.     Zenith Proceeds.................................................42
    8.8.     Refinancing of Syndicated Loan Agreement........................43
    8.9.     Change of Control...............................................46
    8.10.    Allocation of Partial Prepayments...............................48
    8.11.    Maturity; Surrender, etc........................................48
    8.12.    Purchase of Notes...............................................48
    8.13.    Make-Whole Amount...............................................49
    8.14.    Deferred Make-Whole Amount......................................51
    8.15.    Payments Subject to Intercreditor Agreement.....................51

9.  AFFIRMATIVE COVENANTS....................................................51
    9.1.     Prior to the Put Elimination Date...............................51
    9.1.1.   Compliance with Law.............................................52
    9.1.2.   Corporate Existence, etc........................................52
    9.1.3.   Consents and Licenses...........................................52
    9.1.4.   Proceeds from Syndicated Loan Agreement.........................52
    9.1.5.   Pari Passu......................................................52
    9.1.6.   Tax.............................................................53
    9.1.7.   Pension Schemes.................................................53
    9.1.8.   Interest Rate Hedging and Foreign Exchange Hedging..............53
    9.1.9.   ERISA...........................................................53
    9.1.10.     Margin Stock.................................................54
    9.1.11.     Guarantees and Security from Material Subsidiaries...........54
    9.1.12.     Preference Shares............................................56
    9.1.13.     Environmental................................................56
    9.1.14.     Cash Management Arrangements.................................56
    9.2.     Following the Put Elimination Date..............................57
    9.2.1.   Compliance with Law.............................................57
    9.2.2.   Corporate Existence, etc........................................57
    9.2.3.   Mainenance of Committed Medium-Term Bank Facilities.............57
    9.3.     Generally.......................................................58
    9.3.1.   Insurance.......................................................58
    9.3.2.   Maintenance of Properties.......................................58
    9.3.3.   Payment of Taxes and Claims.....................................58
    9.3.4.   Lines of Business...............................................59
    9.3.5.   Additional Subsidiary Guarantors; Release of Subsidiary
             Guarantors......................................................59
    9.3.6.   Zenith and Facilities Group.....................................60
    9.3.7.   Executive Order 13224 of September 23, 2001.....................62
    9.3.8.   Audited Financial Statements for Fiscal Year 2001...............62
    9.3.9.   Cordiant Communications Group Australia Pty Limited.............62

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10. NEGATIVE COVENANTS.......................................................62
    10.1.    Prior to the Put Elimination Date...............................62
    10.1.1.     Negative Pledge..............................................62
    10.1.2.     Other Borrowed Money and Finance Transactions................63
    10.1.3.     No Amalgamation and Merger...................................63
    10.1.4.     Disposals....................................................63
    10.1.5.        Loans and Guarantees......................................63
    10.1.6.        Acquisitions..............................................64
    10.1.7.  Change of Business..............................................64
    10.1.8.  Preference Shares...............................................64
    10.1.9.  Transactions Similar to Security................................64
    10.1.10. Rights Issue/Equity Raising.....................................65
    10.1.11. Dividends and Other Distributions...............................65
    10.1.12. Accounting Policy...............................................67
    10.1.13. Accounting Reference Date.......................................68
    10.1.14. Cash Management Arrangements....................................68
    10.2.    Following the Put Elimination Date..............................68
    10.2.1.  Encumbrances....................................................68
    10.2.2.  Subsidiary Borrowings...........................................69
    10.2.3.  Asset Dispositions..............................................69
    10.2.4.  Transactions with Affiliates....................................71
    10.2.5.  "Off-Balance Sheet" Transactions................................71
    10.3.    Generally.......................................................72
    10.3.1.  Maintenance of Financial Conditions.............................72
    10.3.2.  Maintenance of Most Favored Lender Status.......................74
    10.3.3.  Merger, Consolidation, Amalgamation, etc........................75

11. EVENTS OF DEFAULT........................................................76

12. REMEDIES ON DEFAULT, ETC.................................................82
    12.1.    Acceleration....................................................82
    12.2.    Other Remedies..................................................83
    12.3.    Rescission......................................................83
    12.4.    No Waivers or Election of Remedies, Expenses, etc...............84

13. PARENT GUARANTEE.........................................................84
    13.1.    Guarantee.......................................................84
    13.2.    Subrogation and Contribution....................................86

14. TAX INDEMNIFICATION......................................................87

15. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES............................89
    15.1.    Registration of Notes...........................................89
    15.2.    Transfer and Exchange of Notes..................................89
    15.3.    Replacement of Notes............................................90

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16. PAYMENTS ON NOTES........................................................91
    16.1.    Place of Payment................................................91
    16.2.    Home Office Payment.............................................91

17. EXPENSES, ETC............................................................91
    17.1.    Transaction Expenses............................................91
    17.2.    Survival........................................................92

18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.............92

19. AMENDMENT AND WAIVER.....................................................93
    19.1.    Requirements....................................................93
    19.2.    Solicitation of Holders of Notes................................93
    19.3.    Binding Effect, etc.............................................94
    19.4.    Notes held by the Issuer, etc...................................94

20. NOTICES..................................................................94

21. REPRODUCTION OF DOCUMENTS................................................95

22. CONFIDENTIAL INFORMATION.................................................95

23. SUBSTITUTION OF NOTEHOLDERS..............................................96

24. MISCELLANEOUS............................................................97
    24.1.    Successors and Assigns..........................................97
    24.2.    Construction....................................................97
    24.3.    Jurisdiction and Process; Waiver of Jury Trial; Judgment
             Currency........................................................97
    24.4.    Payments Due on Non-Business Days...............................99
    24.5.    Severability....................................................99
    24.6.    Accounting Terms...............................................100
    24.7.    Counterparts...................................................100
    24.8.    Governing Law..................................................100

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Schedule A      -- Names and Addresses of Noteholders
Schedule B      -- Defined Terms
Exhibit 2.1     -- Form of Amended and Restated Guaranteed Senior
Exhibit 1.2     -- Form of Subsidiary Guarantee
                   Note due 2011
Exhibit 4.12    -- Form of Security Memorandum
Schedule 1.3    -- Existing Subsidiary Guarantors
Exhibit 9.3.5   -- Documents to Be Delivered by each additional Subsidiary
                   Guarantor pursuant to Section 9.3.5
Schedule 5.4    -- Subsidiaries, etc.
Schedule 5.5    -- Financial Statements
Schedule 5.15   -- Existing Indebtedness
Schedule 9.1.12 -- Preference Shares
Schedule 9.1.14 -- Cash Pooling Arrangements
Schedule 10.1.1 -- Permitted Encumbrances
Schedule 10.1.2 -- Permitted Guarantees
Schedule 10.1.6 -- Permitted Acquisitions

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                             CORDIANT FINANCE, INC.

                        CORDIANT COMMUNICATIONS GROUP PLC

                              Amended and Restated
                        Guaranteed Senior Notes due 2011

                                                            As of April 19, 2002

TO EACH OF THE NOTEHOLDERS LISTED IN
  THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

     CORDIANT FINANCE, INC., a Delaware corporation (the "Issuer"), and CORDIANT
COMMUNICATIONS  GROUP PLC (Registered No. 1320869),  a public limited  liability
company  organized  under the laws of England  and Wales (the  "Company"  or the
"Parent"),  jointly  and  severally  agree with each of you  (collectively,  the
"Noteholders",  which  expression  shall include your respective  successors and
assigns and each holder from time to time of a "Note" (as hereinafter  defined))
as follows:

     1. PRELIMINARY STATEMENT.

     1.1 Pursuant to those certain Note Purchase Agreements, dated April 5, 2001
(collectively,  the "Existing Note Purchase Agreements"),  among the Issuer, the
Company and the purchasers  named in Schedule A thereto,  the Issuer  heretofore
issued  $175,000,000  aggregate  principal amount of its 7.61% Guaranteed Senior
Notes due 2011 (collectively,  the "Existing Notes"),  substantially in the form
attached to the Existing Note Purchase Agreements as Exhibit 1.1.

     1.2 The Parent  unconditionally  guaranteed  all of the  obligations of the
Issuer  under the  Existing  Notes and the  Existing  Note  Purchase  Agreements
(including, in each case, any amendments,  restatements or modifications thereof
from time to time),  pursuant to the  guarantee  contained  in Section 13 of the
Existing Note Purchase Agreements (the "Existing Parent Guarantee").
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     1.3 The  obligations of the Issuer and the Company under the Existing Notes
and  the  Existing  Note  Purchase  Agreements  (including,  in each  case,  any
amendments,  restatements or modifications thereof from time to time), were also
guaranteed  by the  Subsidiaries  whose names are set out in Schedule 1.3 of the
Existing  Note  Purchase  Agreements  (collectively,  the  "Existing  Subsidiary
Guarantors")  pursuant to  separate  guarantee  agreements,  dated April 5, 2001
(collectively, the "Existing Subsidiary Guarantees"),  substantially in the form
attached to the Note Purchase Agreements as Exhibit 1.2.

     1.4  The  Issuer  and  the  Company  have   requested   the  amendment  and
restatement,  in their entirety,  of the Existing Note Purchase Agreements,  the
Existing Notes and the Existing  Parent  Guarantee,  as provided for herein.

     2. AMENDMENT AND RESTATEMENT; WAIVER; OTHER ARRANGEMENTS.

     2.1.  Amendment and  Restatement  of Existing  Note Purchase  Agreement and
           Existing Notes.

          (a) Amendment and Restatement of Existing Note Purchase  Agreement and
     Existing Notes. The parties hereto agree that on the Effective Date (i) the
     Existing Note  Purchase  Agreements  (including  the schedules and exhibits
     thereto)  will be hereby  amended  and  restated  in its  entirety  by this
     Agreement and (ii) the form of each  Existing  Note will be hereby  amended
     and  restated  in its  entirety  as set forth in  Exhibit  2.1  (each  such
     amendment   and   restatement,   together   with  the  other   transactions
     contemplated by this Agreement, being referred to herein, collectively,  as
     the  "Restructuring  Transaction").  The  Existing  Notes,  as amended  and
     restated  pursuant to this  Agreement  or as further  amended,  restated or
     otherwise  modified from time to time, are  hereinafter  referred to as the
     "Notes").

          (b)  Delivery  of Amended  and  Restated  Notes.  The  Existing  Notes
     outstanding  on the Effective  Date are hereby,  without any further action
     being required on the part of the Noteholders thereof or on the part of any
     other Person,  deemed to be  automatically  amended to conform to, and have
     the  terms  provided  in,  the  form of Notes  set  forth  in  Exhibit  2.1
     (including, without limitation, all terms requiring the payment of interest
     at increased rates (as provided therein)).  The Existing Notes shall be and
     are  entitled to all of the rights and benefits  provided  therefor in this
     Agreement. Upon the request of any holder of a Note made in accordance with
     Section  15.2 of this  Agreement,  the Issuer  shall  deliver,  pursuant to
     Section 15.2 of this Agreement,  a new Note,  against surrender (subject to
     Section 15.3 of this Agreement) of such Noteholder's Existing Note.

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     2.2. Amendment and Restatement of Existing Parent Guarantee.

     The  Parent  and the  Noteholders  agree  that on the  Effective  Date  the
Existing  Parent  Guarantee  will be hereby  incorporated  in this Agreement and
amended  and  restated  in its  entirety  as set  forth  in  Section  13 of this
Agreement (the "Parent Guarantee").

     2.3. Guarantees.

     Payment by the Issuer and the Company of all  amounts  due with  respect to
the Notes and  performance  by the  Issuer and the  Company of their  respective
obligations   under  this  Agreement  will  be  absolutely,   unequivocally  and
unconditionally guaranteed by certain of the Company's Subsidiaries as described
in the  Security  Memorandum  (collectively,  the "New  Subsidiary  Guarantors")
pursuant to the Composite  Guarantee or the Composite  Guarantee and  Debenture,
each dated the Effective Date (collectively,  the "New Subsidiary  Guarantees").
The Existing Subsidiary Guarantors,  the New Subsidiary Guarantors and any other
Person that  becomes an  additional  Subsidiary  Guarantor  in  accordance  with
Section 9.1.11 and Section 9.3.5 are hereinafter referred to,  collectively,  as
the  "Subsidiary  Guarantors"  and,  together  with the  Parent  Guarantor,  the
"Guarantors".  The Existing Subsidiary Guarantees, the New Subsidiary Guarantees
and any additional Subsidiary Guarantees entered into pursuant to Section 9.1.11
and Section 9.3.5 are hereinafter referred to, collectively,  as the "Subsidiary
Guarantees"  and,  together with the Parent  Guarantee,  the  "Guarantees".  The
Existing  Subsidiary  Guarantees will be held by the  Noteholders  while the New
Subsidiary  Guarantees will be held by the Common Security  Trustee  pursuant to
the Intercreditor Agreement.

     2.4. Security for the Notes; Common Security Trust Deed.

          (a) Security  for the Notes.  In  connection  with the  amendment  and
     restatement  of the  Existing  Note  Purchase  Agreements  and the Existing
     Notes,   the  Issuer,   the   Company  and  certain  of  its   Subsidiaries
     (collectively,  the "Security  Providers") shall grant security over all or
     part of their  respective  assets to secure  their  respective  obligations
     under this Agreement, the Notes and the Guarantees pursuant to the terms of
     the Security Documents, as more particularly described in Section 9.1.11.

          (b) Common  Security  Trust  Deed.  As a  condition  precedent  to the
     amendment and restatement of the Existing Note Purchase  Agreements and the
     Existing  Notes pursuant to the terms of this  Agreement,  on or before the
     Effective Date the  Noteholders  will enter into the common  security trust
     deed (the "Common Security Trust Deed") with the Banks, the Bank Agent, the
     Arrangers, the Common Security Trustee and the Obligors, which will provide
     for (i) the  appointment  of the Common  Security  Trustee and (ii)

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     certain  arrangements  (in addition to those  arrangements set forth in the
     Intercreditor  Agreement) with respect to the priorities of the obligations
     owing to the  Noteholders,  the Banks and the Common Security Trustee under
     the Finance  Documents and the Bank Documents.

     2.5. Waiver of Defaults and Events of Default.

     With effect  from the  Effective  Date (but not  before),  each  Noteholder
hereby  waives  each  "Default"  (as  defined  in  the  Existing  Note  Purchase
Agreements)  and each "Event of Default" (as defined in Existing  Note  Purchase
Agreements)  under the Existing  Note  Purchase  Agreements  constituted  by the
failure of the Parent to comply with  paragraphs  (a) and (b) of Section 10.3 of
the Existing  Note  Purchase  Agreements  in respect of the period of two Fiscal
Half-Years ended 31 December 2001 and for any periods after 31 December 2001 and
until the Effective Date;  provided,  however,  that nothing in this Section 2.5
shall constitute a waiver of, or affect the rights of the Noteholders in respect
of the  occurrence  of, any Default or Event of Default  which  arises after the
Effective Date.

     3. EFFECTIVENESS OF RESTRUCTURING TRANSACTION.

     The  Restructuring  Transaction and this Agreement shall take effect (if at
all) from the date on which all of the conditions precedent set forth in Section
4 are  satisfied or  otherwise  waived in writing (the  "Effective  Date").  The
failure of the Issuer and the Company to satisfy any of the conditions precedent
set forth in Section 4 shall not operate to waive any of the Noteholders' rights
against the Issuer, the Company and the Subsidiary Guarantors under the Existing
Note Purchase  Agreements,  the Existing Notes, the Existing Parent Guarantee or
any Existing Subsidiary  Guarantee.  On the Effective Date, the Issuer agrees to
execute  and  deliver  to  each  Noteholder  pursuant  to  Section  15.2 of this
Agreement,  at such Noteholder's request in accordance with Section 15.2 of this
Agreement,  the  aggregate  principal  amount  of  Notes  specified  below  such
Noteholder's name in Schedule A, in the  denominations  specified in Schedule A,
against such  Noteholder's  delivery to the Issuer of the Existing Notes held by
such  Noteholder  (subject  to  Section  15.3 of  this  Agreement)  in an  equal
aggregate principal amount for cancellation by the Issuer.  Without prejudice to
Section 2.1(b),  all amounts due and owing under, and evidenced by, the Existing
Notes as of the Effective Date shall continue to be outstanding under, and after
the Effective  Date shall be evidenced  by, the Notes,  and shall be governed by
the terms hereof.

     4. CONDITIONS TO THE EFFECTIVE DATE.

     The  Effective  Date  shall  occur  when each of the  following  conditions
precedent  set forth in this  Section 4 shall  have  been  satisfied  in full or
otherwise waived in writing.

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     4.1. Representations and Warranties.

     The  representations  and  warranties of the Issuer and the Company in this
Agreement,  and of each  Subsidiary  Guarantor  in  Section 5 of the  Subsidiary
Guarantee to which it is a party, shall be true and correct when made and on the
Effective Date.

     4.2. Performance; No Default.

     Except to the extent of any default or event of default specifically waived
pursuant to Section 2.5,  the Issuer and the Company  shall have  performed  and
complied  with all  agreements  and  conditions  contained in the Existing  Note
Purchase  Agreements  required to be performed or complied with by them prior to
or at the Effective Date.  Immediately  after giving effect to the Restructuring
Transaction, no Default or Event of Default shall exist.

     4.3. Certificates of Compliance.

          (a) Officer's  Certificates.  Each of the Issuer and the Company shall
     have  delivered  to each  Noteholder  an Officer's  Certificate,  dated the
     Effective Date,  certifying  that the conditions  specified in Sections 4.1
     and 4.2 have been fulfilled.

          (b)  Secretary's  Certificates.   Each  of  the  Obligors  shall  have
     delivered to each Noteholder copies,  certified as at the Effective Date by
     a  Secretary  or an  Assistant  Secretary  of such  Person  as being  true,
     complete  and  up-to-date  and in full force and effect on the date of this
     Agreement and confirming  the same have not been  superseded,  amended,  or
     revoked and remain in full force and effect on the Effective  Date,  (i) of
     the constitutional documents of such Person; (ii) of the resolutions of the
     board of  directors,  the  shareholders  and/or the  supervisory  board (as
     applicable) of such Person in each case authorizing the execution, delivery
     and  performance  of the  Finance  Documents  and the terms and  conditions
     thereof and  authorizing a person or persons to sign each Finance  Document
     and any  documents  to be delivered by such Person  pursuant  thereto;  and
     (iii) of a certificate  setting out the names and signatures of the persons
     authorized  to sign,  on behalf of such Person,  each  Finance  Document to
     which such Person is or is to be a party.

     4.4. Opinions of Counsel.

     Each  Noteholder  shall have  received  opinions,  each in form,  scope and
substance satisfactory to it, dated the Effective Date:

          (a) from Macfarlanes,  special English counsel for the Company and its
     Subsidiaries;

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          (b) from White & Case LLP,  special  U.S.  counsel for the Company and
     its Subsidiaries;

          (c) from Michael J.  Kopcsak,  Executive  Vice  President  and General
     Counsel of Cordiant Communications Group Worldwide, Inc.;

          (d) from Covington and Burling,  special U.S. security counsel for the
     Banks, the Noteholders and the Common Security Trustee;

          (e) from Norton Rose Vieregge, special German security counsel for the
     Banks, the Noteholders and the Common Security Trustee;

          (f) from Trenite Van Doorne,  special Dutch  security  counsel for the
     Banks, the Noteholders and the Common Security Trustee; and

          (g) from Blake Dawson Waldron, special Australian security counsel for
     the Banks, the Noteholders and the Common Security Trustee,

in each case, covering such matters incident to the Restructuring Transaction as
such Noteholder may reasonably request. Each of the Company and its Subsidiaries
hereby  instructs  each of the  counsel  named in  clauses  (a) and (b) above to
deliver an opinion in form, scope and substance  satisfactory to each Noteholder
on the Effective Date.

     4.5. Subsidiary Guarantees; Security Documents.

     Each Existing Subsidiary Guarantor shall have indicated its acknowledgement
and consent in respect of this Agreement and the Restructuring Transaction,  and
shall have  reaffirmed that its  obligations  under the Subsidiary  Guarantee to
which it is a party are continuing  obligations and extend to the obligations of
the Issuer and the Company under this Agreement and the Notes,  by executing and
delivering an Acknowledgement and Consent in form and substance  satisfactory to
the Majority  Holders  (each such  Acknowledgement  and Consent,  a  "Subsidiary
Guarantor  Consent");  and each New Subsidiary Guarantor shall have executed and
delivered a Subsidiary Guarantee  substantially in the form, scope and substance
of  the  Existing  Subsidiary  Guarantees  with  such  modifications  as  may be
necessary to reflect the Restructuring Transaction and the legal requirements of
the  jurisdiction  of  incorporation  of such  New  Subsidiary  Guarantor.  Each
Security  Provider  shall have executed and delivered  the  respective  Security
Documents to which it is a party and which shall be in full force and effect.

     4.6. Purchase Permitted by Applicable Law, etc.

     On the Effective  Date,  the  Restructuring  Transaction,  on the terms and
conditions  hereby provided,  shall (a) be permitted by the laws and regulations
of each  jurisdiction to which each Noteholder is subject,  without  recourse to
provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting
limited  investments  by  insurance  companies  without  restriction  as to  the
character of the  particular  investment,  (b) not violate any applicable law or
regulation  (including without  limitation  Regulation T, U or X of the Board of
Governors of the Federal  Reserve System) and (c) not subject such Noteholder to
any tax,  penalty  or  liability  under or  pursuant  to any  applicable  law or
regulation,  which law or  regulation  was not in effect on the date hereof.  If
requested by such Noteholder, it shall have received an Officer's Certificate of
the  Company  or any  Subsidiary  certifying  as to such  matters of fact as any
Noteholder may reasonably specify to enable it to establish compliance with this
condition.

     4.7. Payment of Fees and Expenses.

     Without limiting the provisions of Section 16.1, on or before the Effective
Date the Issuer and the Company shall have:

          (a)  paid in full a  participation  fee in  cash by wire  transfer  of
     immediately  available  funds in Dollars to each Noteholder of 0.50% on the
     outstanding  aggregate  principal amount of the Existing Notes held by such
     Noteholder;

          (b)  paid  in full a  management  fee in  cash  by  wire  transfer  of
     immediately  available  funds in Dollars to each Noteholder of 0.50% on the
     outstanding  aggregate  principal amount of the Existing Notes held by such
     Noteholder;

          (c) paid all invoiced fees, charges and disbursements of Wilkie Farr &
     Gallagher and Bingham Dana LLP, the Noteholders' special counsel;

          (d)  paid  all   invoiced   fees,   charges   and   disbursements   of
     PricewaterhouseCoopers,   the   Noteholders'   and  the  Banks'   reporting
     accountants; and

          (e) reimbursed each of the Noteholders for the out-of-pocket  expenses
     of their respective  employees  incurred in connection with the negotiation
     of the  Restructuring  Transaction  as  specified  in  receipts  and  other
     documentation delivered to the Company prior to the Effective Date.

     4.8. Capital Structure.

     The Company shall have delivered to each Noteholder copies, certified as at
the  Effective  Date by a  Responsible  Officer of the  Company  as being  true,
complete  and  up-to-date,  (i) of a list of material  intercompany  loans as at
September  30,  2001 and (ii) of the Group  Structure  Charts  and a list of the
Company's  Subsidiaries,  showing,  as to  each  Subsidiary,  the  correct  name
thereof, the jurisdiction of its organization,  the percentage of shares of each
class of its capital stock or similar

                                      -7-
<PAGE>

equity interests  outstanding owned by the Company and each other Subsidiary and
whether such  Subsidiary  is a Material  Subsidiary  on and as of the  Effective
Date.

     4.9. Syndicated Loan Agreement; Bridge Loan Agreement.

          (a) The  Syndicated  Loan  Agreement  shall  have  been  executed  and
     delivered  by all parties  thereto,  all the  conditions  precedent  to the
     effectiveness  of which shall have been  either  satisfied  or  permanently
     waived  by  the  parties  thereto  (except  for  the  condition   precedent
     thereunder requiring the execution and delivery of this Agreement) and such
     agreement  shall  become in full force and effect  simultaneously  with the
     Effective  Date.  The  Syndicated  Loan  Agreement  and all  documents  and
     instruments  executed and  delivered in  connection  therewith  shall be in
     accordance with the terms set out in the Agreement in Principle (including,
     without  limitation,  the Banks' term sheet  attached as Exhibit A thereto)
     and otherwise in form and substance  satisfactory to the Majority  Holders.
     Each  Noteholder  shall have received a conformed  copy of a fully executed
     counterpart of the Syndicated  Loan Agreement and each other  agreement and
     instrument   delivered  in   connection   therewith   (including,   without
     limitation,  all  fee  letters),   certified  as  true  and  correct  by  a
     Responsible Officer of the Company.

          (b) All  obligations  under the Bridge Loan Agreement  shall have been
     repaid in full, the facilities  thereunder shall have been fully cancelled,
     and the Group  shall  have  been  fully  released  from  their  obligations
     thereunder.

          (c) The Bridge Debenture shall have been  terminated,  the Group shall
     have  been  fully  released  from  their  obligations  thereunder,  and the
     Encumbrances constituted by the Debenture shall have been fully released.

     4.10. Intercreditor Agreement and Common Security Trust Deed.

     Each of the  Intercreditor  Agreement  and the Common  Security  Trust Deed
shall have been executed and delivered by each of the parties  thereto.  Each of
the  Intercreditor  Agreement  and the Common  Security  Trust Deed shall in all
respects be in form, scope and substance satisfactory to the Majority Holders.

     4.11. Hedging Strategy Letter.

     The Company  shall have  delivered  to each  Noteholder  a revised  hedging
strategy  letter dated on or about the  Effective  Date (the  "Hedging  Strategy
Letter") in form and substance satisfactory to the Majority Holders.

                                      -8-
<PAGE>

     4.12. Security Memorandum.

     The Company shall have delivered to each  Noteholder a security  memorandum
dated on or about the Effective Date (the "Security  Memorandum") in the form of
Exhibit 4.12.

     4.13. Accountants Reports.

     Each Noteholder shall have received a report:

          (a)  from  PricewaterhouseCoopers  addressed  (among  others)  to  the
     Noteholders  and the  Company  in form and  substance  satisfactory  to the
     Majority  Holders  including  confirmation  that the  Noteholders  may rely
     thereon; and

          (b) from KPMG,  together  with a letter from KPMG,  addressed  to, and
     capable of being relied upon by, the Noteholders in respect of such report.

     4.14. Financial Model; Consents; Group Structure Charts.

     The Company shall have  delivered to each  Noteholder a copy,  certified as
being  true,  complete  and  up-to-date  by a Senior  Financial  Officer  of the
Company,  of a financial  model (the  "Financial  Model")  and annual  operating
budget  for the 2002  Fiscal  Year in form  and  substance  satisfactory  to the
Majority Holders.

     4.15. Consolidated Financial Statements of the Group.

     The Company shall have  delivered to each  Noteholder a copy,  certified as
being  true,  complete  and  up-to-date  by a Senior  Financial  Officer  of the
Company,  of the  quarterly  management  accounts  of the Group  for the  Fiscal
Quarter ended  December 31, 2001,  and the monthly  management  accounts for the
month ended  February 28, 2002 (and which shall be deemed to have been delivered
pursuant to Section 7.1).

     4.16. Consents, Authorizations, Licenses and Approval.

     The Company shall have delivered to each Noteholder either:

          (a) a copy,  certified as a true copy by a Senior Financial Officer of
     the  Company  of  all  consents,  authorisations,  licences  and  approvals
     required by each  Obligor to  authorise,  or  required  by each  Obligor in
     connection  with, the execution,  delivery,  validity,  enforceability  and
     admissibility  in evidence of the Finance  Documents and the performance by
     each Obligor of its respective obligations under the Finance Documents, or

                                      -9-
<PAGE>

          (b) a certificate  signed by a Senior Financial Officer of the Company
     that no such  consent,  authorisation,  licence or approval  referred to in
     clause (a) above is required by any Obligor.

     4.17. Utilization of Facilities under Syndicated Loan Agreement.

     The Company shall have  delivered to each  Noteholder a certificate  from a
Senior Financial  Officer of the Company  confirming that utilization in full of
the facilities under the Syndicated Loan Agreement would not render the Group in
breach  of  any  restriction  on  borrowings  applicable  to  the  Group  in its
respective constitutional documents or elsewhere.

     4.18. Permitted Encumbrances.

     The Company shall have  delivered to each  Noteholder a certificate  from a
Senior Financial Officer of the Company confirming that,  immediately  following
the Effective  Date,  the Group will have no  Encumbrances  other than Permitted
Encumbrances  (including,  without  limitation,  duly  certified  copies  of any
release documentation in respect of any such Encumbrances that are not Permitted
Encumbrances).

     4.19. Permitted Borrowed Money.

         The Company shall have delivered to each Noteholder a certificate from
a Senior Financial Officer of the Company confirming that, immediately following
the Effective Date, the Group will have no Borrowed Money other than as
permitted under this Agreement.

     4.20. Letter from the Company's Auditors.

     The  Company  shall have  delivered  to each  Noteholder  a letter from the
Company's auditors confirming that they continue to be appointed as the auditors
of the Company,  and  confirming  that,  to the extent they remain the Company's
auditors in the future they will provide to the  Noteholders  (in the event that
the  Noteholders  enter into an  engagement  letter with such  auditors on terms
reasonably  satisfactory  to such  auditors  and the  Noteholders)  the auditors
report referred to in Section 7.1(d)(v) and Section 7.2(c)(B).

     4.21. Zenith Optimedia Group Limited.

     The Company shall have delivered to each Noteholder:

          (a)  evidence  that  Sonic  Sun  Limited,   an  English  company  with
     registered  number  4350720  (the "Zenith  SPV"),  has acceded to the Joint
     Venture  Agreement  dated 27 September  2001 with Publicis  Group S.A. (the
     "Zenith  Joint  Venture  Agreement")  and  that all of the  Group's  right,

                                      -10-
<PAGE>

     interest and title to shares in Zenith have been  transferred to the Zenith
     SPV and copies of the  documents  evidencing  such  accession  and transfer
     certified by a Senior  Financial  Officer of the Company as true,  complete
     and up-to-date; and

          (b)  information in respect of Zenith,  including the put option,  and
     copies of the  relevant  documentation,  all in scope,  form and  substance
     satisfactory to the Majority Holders.


     4.22. Repayment of the Korean Debenture Stock.

     The  Company  shall  have  delivered  to each  Noteholder  evidence  of the
repayment of the Korean  debenture  stock in form and substance  satisfactory to
the Majority Holders.

     4.23. Proceedings and Documents.

     All corporate and other  proceedings  in connection  with the  transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such  transactions  shall be  satisfactory  to the Noteholders and their special
counsel,  and the  Noteholders and their special counsel shall have received all
such counterpart originals or certified or other copies of such documents as the
Noteholders or their special counsel may reasonably request.

     5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE COMPANY.

     The Issuer and the Company  jointly and severally  represent and warrant to
the each of the Noteholders that:

     5.1. Organization; Power and Authority.

          (a) The Issuer is a corporation  duly organized,  validly existing and
     in good  standing  under  the laws of the  State of  Delaware,  and is duly
     qualified  as a  foreign  corporation  and  is in  good  standing  in  each
     jurisdiction  in which such  qualification  is required by law,  other than
     those  jurisdictions  as to which the failure to be so qualified or in good
     standing  would  not,  individually  or in  the  aggregate,  reasonably  be
     expected to have a Material Adverse Effect. The Company is a public limited
     liability  company duly  organized and validly  existing  under the laws of
     England  and Wales.  Each of the other  Obligors  are duly  established  or
     incorporated  (and in the case of a corporation  incorporated in the United
     States,  validly  existing  and in good  standing)  under  the  laws of the
     respective  countries and/or (where relevant) states of their incorporation
     as companies with limited liability.

                                      -11-
<PAGE>

          (b) Each of the Obligors has the corporate  power and authority to own
     or hold under lease the  properties it purports to own or hold under lease,
     to transact the business it transacts and proposes to transact,  to execute
     and deliver the Finance  Documents  to which it is a party,  and to perform
     the provisions hereof and thereof.

     5.2. Authorization, etc.

     Each Finance  Document has been duly authorized by all necessary  corporate
action on the part of the Obligors, and each such Finance Document constitutes a
legal,  valid and binding  obligation  of the Obligors  enforceable  against the
Obligors in  accordance  with its terms,  except as such  enforceability  may be
limited by (a) applicable bankruptcy, insolvency, reorganization,  moratorium 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).

     5.3. Disclosure.

     All factual statements  contained in the Information Package (excluding any
financial  projections  contained  therein) were, as at their respective  dates,
true and  accurate  in all  material  respects  and did not  contain  any untrue
statement of a material  fact or (to the best of the  knowledge of the directors
of the Company) omit to state a fact  necessary in order to make not  misleading
in any  material  respect  the  statements  contained  therein.  The Company has
provided each Noteholder with true and accurate copies of all items constituting
the Information Package.  All financial  projections which have been prepared by
the Company (or on its behalf) and  contained  in the  Information  Package have
been prepared in good faith and based upon assumptions  which were reasonable at
the time prepared and at the time made available to any Noteholder.

     5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

          (a)  Schedule  5.4  contains  (except as noted  therein)  complete and
     correct  lists  of the  Company's  (i)  Subsidiaries,  showing,  as to each
     Subsidiary, the correct name thereof, the jurisdiction of its organization,
     and the  percentage of shares of each class of its capital stock or similar
     equity  interests   outstanding   owned  by  the  Company  and  each  other
     Subsidiary, (ii) Affiliates (other than Subsidiaries) which are Material to
     the  Group and (iii)  directors  and  senior  officers.  Schedule  5.4 also
     identifies each Material Subsidiary,  each Subsidiary that is a borrower or
     a guarantor  under the Syndicated  Loan Agreement and each such borrower or
     guarantor  Subsidiary that is a direct or indirect  non-U.S.  Subsidiary of
     the  Issuer  or any of its U.S.  Affiliates  (each a  "Designated  non-U.S.
     Subsidiary").

                                      -12-
<PAGE>

          (b) All of the  outstanding  shares of capital stock or similar equity
     interests  of each  Subsidiary  shown in Schedule 5.4 as being owned by the
     Company and its Subsidiaries  have been validly issued,  are fully paid and
     (except for possible  assessments in respect of  non-Material  Subsidiaries
     that in the aggregate could not exceed  (pound)500,000)  nonassessable  and
     are  owned by the  Company  or  another  Subsidiary  free and  clear of any
     Encumbrance  (except  as  otherwise  disclosed  in  Schedule  5.4 and other
     immaterial Permitted Encumbrances).

          (c) Each  Subsidiary  identified in Schedule 5.4 is a  corporation  or
     other legal entity duly organized,  validly existing and, where applicable,
     in good standing under the laws of its  jurisdiction  of  organization,  is
     duly  qualified  as a foreign  corporation  or other legal entity and is in
     good standing in each jurisdiction in which such  qualification is required
     by law and has the  corporate  or other power and  authority to own or hold
     under  lease the  properties  it purports to own or hold under lease and to
     transact  the business it  transacts  and proposes to transact,  other than
     failures to be so qualified or in good standing or limitations on power and
     authority that could not,  individually or in the aggregate,  reasonably be
     expected to have a Material Adverse Effect.  Each Subsidiary  Guarantor has
     the  corporate  and other power and  authority,  to execute and deliver and
     perform its obligations under its respective Subsidiary Guarantee.

          (d) No  Subsidiary  is a party to, or  otherwise  subject to any legal
     restriction  or any agreement  (other than this  Agreement,  the agreements
     listed or described in Schedule 5.4 and  customary  limitations  imposed by
     corporate law statutes)  restricting  the ability of such Subsidiary to pay
     dividends out of profits or make any other similar distributions of profits
     to the Company or any of its Subsidiaries  that owns outstanding  shares of
     capital  stock  or  similar  equity  interests  of  such  Subsidiary.   The
     agreements  listed or  described  in Schedule  5.4 do not in the  aggregate
     materially   restrict  the  ability  of  the  Company  and  the  Subsidiary
     Guarantors to receive  dividends or other similar  distributions of profits
     from other Subsidiaries of the Company.

     5.5. Financial Statements.

     The Company has  delivered to each  Noteholder  copies of the  consolidated
financial statements of the Company and its Subsidiaries listed in Schedule 5.5.
All of said financial  statements  (including in each case the related schedules
and notes) fairly present in all material  respects the  consolidated  financial
position  of  the  Company  and  its  Subsidiaries  as of the  respective  dates
specified in such Schedule and the consolidated  results of their operations and
cash flows for the  respective  periods so specified  and have been  prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto

                                      -13-
<PAGE>

(subject,  in the case of any interim financial  statements,  to normal year-end
adjustments).

     5.6. Compliance with Laws, Other Instruments, etc.

     The  execution,  delivery  and  performance  by each Obligor of the Finance
Documents to which it is a party will not (a)  contravene,  result in any breach
of, or constitute a default under,  or result in the creation of any Encumbrance
in respect of any  property of the Issuer,  the Company or any other  Subsidiary
under,  any  indenture,  mortgage,  deed of  trust,  loan,  purchase  or  credit
agreement,  lease,  corporate  charter,  memorandum and articles of association,
regulations  or  by-laws,  or any other  agreement  or  instrument  to which the
Issuer, the Company or any other Subsidiary is bound or by which the Issuer, the
Company or any Subsidiary or any of their respective  properties may be bound or
affected,  (b)  conflict  with  or  result  in a  breach  of any  of the  terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental  Authority  applicable to the Issuer,  the Company or
any other  Subsidiary  or (c) violate any provision of any statute or other rule
or  regulation  of any  Governmental  Authority  applicable  to the Issuer,  the
Company or any other Subsidiary.

     5.7. Governmental Authorizations, etc.

     No  consent,  approval  or  authorization  of, or  registration,  filing or
declaration with, any Governmental  Authority is required in connection with the
execution,  delivery or  performance  by any Obligor of any Finance  Document to
which it is a party.

     5.8. Litigation; Observance of Agreements, Statutes and Orders.

          (a) There are no  actions,  suits or  proceedings  pending  or, to the
     knowledge of the Issuer or the Company, threatened against or affecting the
     Company or any  Subsidiary or any property of the Company or any Subsidiary
     in any  court or  before  any  arbitrator  of any kind or  before or by any
     Governmental  Authority that,  individually or in the aggregate,  including
     without limitation if adversely determined, could reasonably be expected to
     have a Material Adverse Effect.

          (b) Neither the Company  nor any  Subsidiary  is in default  under any
     term of any  agreement or  instrument to which it is a party or by which it
     is bound or any order, judgment,  decree or ruling of any court, arbitrator
     or  Governmental  Authority  or is in  violation  of  any  applicable  law,
     ordinance,  rule or regulation (including without limitation  Environmental
     Laws)  of  any   Governmental   Authority,   which  default  or  violation,
     individually  or in the aggregate,  could  reasonably be expected to have a
     Material Adverse Effect.

                                      -14-
<PAGE>

     5.9. Taxes.

     The Issuer, the Company and the Company's other Subsidiaries have filed all
material  tax  returns  that  are  required  to have  been  filed by them in any
jurisdiction,  and  have  paid all  taxes  and  assessments  shown to be due and
payable on such returns and all other  material  taxes levied upon them or their
properties,  assets,  income  or  franchises,  to  the  extent  such  taxes  and
assessments have become due and payable and before they have become  delinquent,
except for any taxes (a) currently  payable  without  penalty or interest or (b)
the amount,  applicability  or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which the Company or a
Subsidiary,  as the case may be, has established adequate reserves in accordance
with GAAP.  The Company knows of no basis for any other tax or  assessment  that
could  reasonably be expected to have a Material  Adverse  Effect.  The charges,
accruals  and  reserves  on the books of the  Company  and its  Subsidiaries  in
respect  of U.S.  or  United  Kingdom  federal,  state  or other  taxes  for all
financial periods are adequate in accordance with GAAP.

     5.10. Title to Property; Leases.

     The Company and its  Subsidiaries  have good and sufficient  title to their
respective  properties  that  individually  or in the  aggregate  are  Material,
including all such properties reflected in the most recent audited balance sheet
listed in Schedule 5.5 or purported to have been  acquired by the Company or any
Subsidiary  after said date  (except  as sold or  otherwise  disposed  of in the
ordinary  course of  business),  in each  case  free and  clear of  Encumbrances
prohibited by this Agreement.  All leases that  individually or in the aggregate
are  Material are valid and  subsisting  and are in full force and effect in all
material respects.

     5.11. Licenses, Permits, etc.

          (a) The Company  and its  Subsidiaries  own or possess  all  licenses,
     permits,  franchises,  authorizations,   patents,  copyrights,  proprietary
     software,  service marks,  trademarks and trade names,  or rights  thereto,
     that individually or in the aggregate are Material,  without known conflict
     with the rights of others.

          (b) To the best  knowledge of the  Company,  no product of the Company
     infringes  in  any  material  respect  any  license,   permit,   franchise,
     authorization,  patent,  copyright,  proprietary  software,  service  mark,
     trademark, trade name or other right owned by any other Person.

          (c)  To the  best  knowledge  of the  Company,  there  is no  Material
     violation  by  any  Person  of  any  right  of  the  Company  or any of its
     Subsidiaries with respect to any patent,  copyright,  proprietary software,
     service  mark,

                                      -15-
<PAGE>

trademark,  trade name or other right owned or used by the Company or any of its
Subsidiaries.

     5.12. ERISA; Foreign Plans.

          (a)  The  Company  and  each  ERISA   Affiliate   have   operated  and
     administered  each Plan in compliance  with all applicable  laws except for
     such  instances  of  noncompliance  as have not  resulted  in and could not
     reasonably be expected to result in a Material Adverse Effect.  Neither the
     Company nor any ERISA  Affiliate  has  incurred any  liability  pursuant to
     Title I or IV of ERISA or the penalty or excise tax  provisions of the Code
     relating to employee  benefit  plans (as defined in section 3(3) of ERISA),
     and no event,  transaction  or condition  has occurred or exists that could
     reasonably be expected to result in the incurrence of any such liability by
     the Company or any ERISA Affiliate, or in the imposition of any Encumbrance
     on any of the  rights,  properties  or assets of the  Company  or any ERISA
     Affiliate,  in either  case  pursuant  to Title I or IV of ERISA or to such
     penalty or excise tax  provisions  or to section  401(a)(29)  or 412 of the
     Code,  other  than  such  liabilities  or  Encumbrances  as  would  not  be
     individually or in the aggregate Material.

          (b) The present value of the aggregate benefit  liabilities under each
     of the Plans (other than Multiemployer Plans),  determined as of the end of
     such Plan's  most  recently  ended plan year on the basis of the  actuarial
     assumptions  specified  for  funding  purposes  in such  Plan's most recent
     actuarial  valuation report,  did not exceed the aggregate current value of
     the assets of such Plan allocable to such benefit  liabilities by an amount
     that  in the  aggregate  for all  Plans  is  Material.  The  term  "benefit
     liabilities"  has the meaning  specified  in section  4001 of ERISA and the
     terms  "current  value" and "present  value" have the meaning  specified in
     section 3 of ERISA.

          (c) The Company and its ERISA Affiliates have not incurred  withdrawal
     liabilities  (and are not  subject to  contingent  withdrawal  liabilities)
     under section 4201 or 4204 of ERISA in respect of Multiemployer  Plans that
     individually or in the aggregate are Material.

          (d) The execution and delivery of this  Agreement and the issuance and
     sale of the  Notes  on  April  5,  2001  did  not  involve  any  prohibited
     transaction (as such term is defined in section 406(a) of ERISA and section
     4975(c)(1)(A)-(D) of the Code) that would subject the Company or any holder
     of a Note to any tax or penalty on  prohibited  transactions  imposed under
     said  section  4975  of  the  Code  or by  section  502(i)  of  ERISA.  The
     representation  by the Company in the  preceding  sentence of this  Section
     5.12(d)  is made in  reliance  upon and  subject  to the  accuracy  of each

                                      -16-
<PAGE>

     Noteholder's  representation  in Section  6.2 as to the source of the funds
     used to pay  the  purchase  price  of the  Notes  to be  purchased  by such
     Noteholder.

          (e) All Foreign Plans have been  established,  operated,  administered
     and  maintained  in  compliance  with  all  laws,  regulations  and  orders
     applicable  thereto except for such instances of  noncompliance as have not
     resulted  in and could not  reasonably  be expected to result in a Material
     Adverse Effect. All premiums,  contributions and any other amounts required
     by  applicable  Foreign  Plan  documents or  applicable  laws to be paid or
     accrued by the Company and its Subsidiaries,  to the extent Material,  have
     been paid or accrued as required.

     5.13. Private Offering.

     Neither the Issuer nor the Company  nor anyone  acting on their  behalf has
offered  the Notes,  the Parent  Guarantee,  the  Subsidiary  Guarantees  or any
similar  securities  for sale to, or solicited  any offer to buy any of the same
from, or otherwise  approached or negotiated in respect thereof with, any Person
other than the Noteholders and not more than 53 other  Institutional  Investors,
each of which  has been  offered  the Notes at a  private  sale for  investment.
Neither the Issuer nor the Company nor anyone  acting on their behalf has taken,
or will take, any action that would subject the issuance or sale of the Notes or
the  issuance  of the  Parent  Guarantee  or the  Subsidiary  Guarantees  to the
registration requirements of section 5 of the Securities Act.

     5.14. Use of Proceeds; Margin Regulations.

     The  Issuer  applied  the net  proceeds  of the sale of the  Notes to repay
existing  Borrowed Money of the Company and its other  Subsidiaries.  No part of
the proceeds from the sale of the Notes  hereunder was used,  and no part of the
proceeds  of any  such  Borrowed  Money  being  repaid  was  used,  directly  or
indirectly,  for the purpose of buying or carrying  any margin  stock within the
meaning of Regulation U of the Board of Governors of the Federal  Reserve System
(12 CFR 221),  or for the  purpose  of  buying or  carrying  or  trading  in any
securities under such circumstances as to involve the Issuer or the Company in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of  Regulation T of said Board (12 CFR 220).  Margin stock
does not constitute more than 10% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 25% of the value of such assets.  As
used in this  Section,  the  terms  "margin  stock"  and  "purpose  of buying or
carrying" shall have the meanings assigned to them in said Regulation U.

                                      -17-
<PAGE>

     5.15. Existing Borrowed Money; Future Encumbrances.

          (a)  Schedule  5.15 sets  forth a  complete  and  correct  list of all
     outstanding  Borrowed Money of the Company and its Subsidiaries as of March
     31,  2002,  since  which  date  there  has been no  Material  change in the
     amounts,  interest rates, sinking funds, installment payments or maturities
     of such  Borrowed  Money.  Schedule 5.15 also  identifies  each Bank Credit
     Facility as of the date of this  Agreement and each item of Borrowed  Money
     to be  repaid  with the  proceeds  from the sale of the  Notes.  Except  as
     disclosed in Schedule  5.15,  neither the Company nor any  Subsidiary is in
     default, and no waiver of default is currently in effect, in the payment of
     any  principal  or  interest  on any  Borrowed  Money of the Company or any
     Subsidiary,  and no event or condition  exists with respect to any Borrowed
     Money that would  permit (or that with the giving of notice or the lapse of
     time,  or both,  would  permit) one or more Persons to cause such  Borrowed
     Money to become due and  payable  before its stated  maturity or before its
     regularly scheduled dates of payment.

          (b) Except as disclosed in Schedule 5.15,  neither the Company nor any
     Subsidiary  has agreed or  consented to cause or permit in the future (upon
     the happening of a contingency or otherwise)  any of its property,  whether
     now owned or  hereafter  acquired,  to be  subject to any  Encumbrance  not
     permitted by Section 10.1.

     5.16. Foreign Assets Control Regulations, etc.

          (a) Neither the sale of the Notes by the Issuer  hereunder nor its use
     of the  proceeds  thereof  will  violate the Trading with the Enemy Act, as
     amended,  or any of the foreign  assets  control  regulations of the United
     States Treasury  Department (31 CFR,  Subtitle B, Chapter V, as amended) or
     any enabling legislation or executive order relating thereto.

          (b)  Neither  the  Company  nor any  Subsidiary  is a person or entity
     described  by Section 1 of  Executive  Order  13224 of  September  23, 2001
     Blocking  Property and  Prohibiting  Transactions  With Persons Who Commit,
     Threaten to Commit,  or Support  Terrorism,  Exec. Order No. 13,224 66 Fed.
     Reg. 49,079 (2001), and neither the Company nor any Subsidiary is knowingly
     engaged in any dealings or transactions,  or be otherwise associated,  with
     any such persons or entities in violation of such Executive Order.

     5.17. Status Under Certain Statutes.

     Neither the Company nor any  Subsidiary is subject to regulation  under the
Investment  Company Act of 1940, as amended,  the Public Utility Holding Company

                                      -18-
<PAGE>

Act of 1935, as amended,  the ICC  Termination  Act of 1995, as amended,  or the
Federal Power Act, as amended.

     5.18. Environmental Matters.

     Neither the Company nor any  Subsidiary  has  knowledge of any claim or has
received any notice of any claim, and no proceeding has been instituted  raising
any  claim  against  the  Company  or any of its  Subsidiaries  or any of  their
respective real  properties now or formerly owned,  leased or operated by any of
them or other assets, alleging any damage to the environment or violation of any
Environmental  Laws,  except,  in each  case,  such as could not  reasonably  be
expected to result in a Material Adverse Effect. Without limiting the foregoing,

          (a) neither the Company nor any  Subsidiary has knowledge of any facts
     which would give rise to any claim,  public or private, of violation of, or
     any  liability  under,  Environmental  Laws or  damage  to the  environment
     emanating  from,  occurring on or in any way related to real properties now
     or formerly owned,  leased or operated by any of them or to other assets or
     their use or to their business  operations,  except,  in each case, such as
     could not reasonably be expected to result in a Material Adverse Effect;

          (b) neither the  Company  nor any of its  Subsidiaries  has stored any
     Hazardous  Materials on real  properties now or formerly  owned,  leased or
     operated by any of them and has not disposed of any Hazardous  Materials in
     a manner contrary to any Environmental Laws in each case in any manner that
     could reasonably be expected to result in a Material Adverse Effect; and

          (c) all buildings on all real properties now owned, leased or operated
     by the Company or any of its Subsidiaries are in compliance with applicable
     Environmental  Laws, except where failure to comply could not reasonably be
     expected to result in a Material Adverse Effect.

     5.19. Solvency of Subsidiary Guarantors; Priority of Obligations.

     Each Subsidiary  Guarantor is, and after giving effect to the execution and
delivery of its  respective  Subsidiary  Guarantee  will be, solvent and, to the
knowledge of the Company,  no such Subsidiary  Guarantor is or will be unable to
pay its  debts as and when  they  become  payable  after  giving  effect  to the
execution and delivery of its respective  Subsidiary  Guarantee and the issuance
of the Notes under this Agreement.

     Except as preferences and priorities are created in favor of, and allocated
among the Banks and the Noteholders pursuant to the Intercreditor Agreement, the
Common Security Trust Deed and the Security Documents,  the Obligors' respective
obligations  under the Notes,  this Agreement and the  Guarantees  rank at least
pari  passu  with  all  of  the  Obligors'  other   outstanding   unsecured  and
unsubordinated

                                      -19-
<PAGE>

Indebtedness  (including,  without  limitation,  borrowings under the Syndicated
Loan Agreement),  except for those obligations that are mandatorily preferred by
law and not by  contract.  The  Security  has or will  have at all  times  first
ranking  priority,  and will not be subject at any time to any prior  ranking or
pari passu ranking  Encumbrances  other than Permitted  Encumbrances  (except as
specifically stated in the Security Memorandum).

     5.20. No Defaults or Events of Default.

     No member of the Group is (nor  would with the giving of notice or lapse of
time or the  satisfaction of any other condition or any combination  thereof be)
in breach of or in default  under any  agreement  relating to Borrowed  Money to
which it is a party or by which it may be bound (unless the aggregate  principal
amount of the Borrowed Money pursuant to the agreements which have been breached
is less than or equal to (pound)1,000,000 or the equivalent in the currencies in
which  the sums  are  payable)  and no other  Default  or Event of  Default  has
occurred and is continuing.

     5.21. Group Structure Charts.

     Set forth in the Group  Structure  Charts is a  substantially  complete and
accurate representation of the structure and members of the Group as at the date
of this Agreement and the Effective Date.

     5.22. Investment Company.

     The  Issuer is  neither an  "investment  company"  as defined in the United
States  Investment  Company  Act of 1940 nor is  subject  to any  United  States
federal or state  statute or regulation  limiting its ability to incur  Borrowed
Money.

     5.23. Choice of Law.

     The choice by the  relevant  Obligors of New York law to govern the Finance
Documents  to which they are a party (to the extent that the same are  expressed
to be governed by New York law) and the  submission by the relevant  Obligors to
the  non-exclusive  jurisdiction of the federal and state courts of New York (to
the extent that the relevant Obligors so submit) are valid and binding.

     5.24. Intellectual Property Rights.

          (a) The Intellectual  Property Rights owned by any member of the Group
     which are material in the context of the Group as a whole are free from any
     Encumbrance  other  than  Permitted  Encumbrances  and any other  rights or
     interests  in favour of third  parties  (save for those  permitted  by this
     Agreement) and any other  Intellectual  Property Rights owned by any member
     of the  Group  are free  from  any  Encumbrance  and any  other  rights  or

                                      -20-
<PAGE>

     interests in favour of third  parties  other than  Permitted  Encumbrances,
     save as permitted  either in the ordinary course of business or which would
     not or are not  reasonably  likely to  otherwise  have a  Material  Adverse
     Effect and save for those  created or to be created by or  pursuant  to the
     Security Documents or permitted by this Agreement.

          (b) The  Intellectual  Property  Rights  owned by or  licensed to each
     member of the Group are all the  Intellectual  Property  Rights required by
     them to carry on  their  respective  businesses,  other  than  Intellectual
     Property  Rights  the  absence of rights to which  would  have no  Material
     Adverse  Effect and no member of the Group in carrying on its  business (so
     far as the directors of the Parent are aware)  infringes  any  Intellectual
     Property  Rights of any third party in any respect where such  infringement
     would  have,  or is  reasonably  likely  (in the  opinion  of the  Majority
     Holders, acting reasonably) to have, a Material Adverse Effect.

          (c) No  Intellectual  Property Rights owned by any member of the Group
     which are  material  in the  context  of the Group as a whole  are,  to the
     knowledge  of  the  directors  of  the  Parent,   being  infringed,   which
     infringement  would have,  or is  reasonably  likely (in the opinion of the
     Majority Holders, acting reasonably) to have, a Material Adverse Effect.

          (d) No member of the Group has any  knowledge,  nor is it aware of any
     claim,  that it is or is  reasonably  likely to be liable to any person for
     any material copyright infringement of any nature whatsoever as a result of
     the  operation  of its  business,  which  infringement  would  have,  or is
     reasonably  likely  (in  the  opinion  of  the  Majority  Holders,   acting
     reasonably) to have, a Material Adverse Effect.

     5.25. Zenith Joint Venture Agreement; Other Agreements.

     The copies of the Zenith Joint  Venture  Agreement  and the other  relevant
incorporation and constitutional  documents or by-laws of the Obligors delivered
to the  Noteholders  and/or their counsel in connection  with this Agreement are
true,  complete  and accurate in all material  respects  and,  save as otherwise
referred to therein and so far as it is aware, no other agreements, arrangements
or  understandings  exist between all or any of the parties to those  agreements
and instruments  which would materially  affect the transactions or arrangements
contemplated by the Finance Documents.

     5.26. Clean Company.

     Other  than as may  result  from the  transfer  to it of the  Zenith  Joint
Venture Agreement and the entry into of the Security  Documents to which it is a
party and the  documents  ancillary  thereto  and the  transactions  and matters
contemplated  thereby,  prior  to the  Effective  Date  the  Zenith  SPV has not
undertaken  any  trading

                                      -21-
<PAGE>

or incurred any material  liabilities of any nature whatsoever whether actual or
contingent.

     5.27. Charged Assets.

     The assets  listed in relevant  schedules  to the  Security  Documents  are
beneficially  owned by the  relevant  Guarantors  as  indicated  in the relevant
schedule,   are  not  subject  to  any  Encumbrance   (other  than  a  Permitted
Encumbrance)  and such lists are true and accurate in all material  respects and
will  represent a complete list in all material  respects of such  categories of
assets owned by the Obligors as at the date of the  relevant  Security  Document
(except as agreed with the Common Security Trustee prior to the Effective Date).

     5.28. No Borrowed Money or Encumbrances.

     On the Effective  Date,  (a) no member of the Group has any  liabilities in
respect of Borrowed  Money other than as permitted  under Section 10.1.2 and (b)
no Encumbrances  (other than Permitted  Encumbrances)  exist over the assets and
undertaking of any member of the Group.

     6. REPRESENTATIONS OF THE NOTEHOLDERS.

     6.1. Purchase of Existing Notes.

     Each Noteholder  represents that it acquired the Existing Notes for its own
account or for one or more separate accounts maintained by it or for the account
of one or more  pension or trust  funds and not with a view to the  distribution
thereof,  provided that the  disposition  of its or their  property shall at all
times be within its or their control. Each Noteholder understands that the Notes
have not been  registered  under the  Securities  Act and may be resold  only if
registered  pursuant to the  provisions of the Securities Act or if an exemption
from registration is available,  except under  circumstances  where neither such
registration  nor such an  exemption  is required by law, and that the Issuer is
not required to register the Notes.

     6.2. Source of Funds.

     Each Noteholder represents that at least one of the following statements is
an accurate representation as to each source of funds (a "Source") used by it to
acquire the Existing Notes:

          (a) the Source was an "insurance  company  general  account",  as such
     term is defined in the  Department of Labor  Prohibited  Transaction  Class
     Exemption  ("PTE")  95-60  (issued July 12,  1995),  and such  purchase and
     holding of Notes was exempt under PTE 95-60 as of April 5, 2001; or

                                      -22-
<PAGE>

          (b) the Source was either (i) an  insurance  company  pooled  separate
     account,  within the meaning of PTE 90-1 (issued January 29, 1990), or (ii)
     a bank  collective  investment  fund,  within the  meaning of the PTE 91-38
     (issued  July 12,  1991) and such  purchase and holding of Notes was exempt
     under either PTE 90-1 or PTE 91-38 as of April 5, 2001, except with respect
     to any  employee  benefit  plan or group of  plans  maintained  by the same
     employer or employee organization that beneficially owned at such time more
     than  10% of the  assets  allocated  to such  pooled  separate  account  or
     collective investment fund, each of which was identified by such Noteholder
     to the Issuer in writing,  and the Issuer has advised  each  Noteholder  in
     writing  that it is not a party in  interest  with  respect to such plan or
     plans; or

          (c) the Source  constituted assets of an "investment fund" (within the
     meaning  of  Part  V  of  the  QPAM  Exemption)  managed  by  a  "qualified
     professional  asset manager" or "QPAM" (within the meaning of Part V of the
     QPAM  Exemption),  no employee  benefit plan's assets that were included in
     such  investment  fund, when combined with the assets of all other employee
     benefit  plans  established  or  maintained  by the same  employer or by an
     affiliate  (within the meaning of section V(c)(1) of the QPAM Exemption) of
     such  employer  or by the same  employee  organization  and managed by such
     QPAM,  exceeded 20% of the total client  assets  managed by such QPAM,  the
     conditions  of Part  I(c) and (g) of the  QPAM  Exemption  were  satisfied,
     neither  the  QPAM  nor a  person  controlling  or  controlled  by the QPAM
     (applying  the  definition  of  "control"  in  section  V(e)  of  the  QPAM
     Exemption) owned a 5% or more interest in the Company and such purchase and
     holding of Notes was exempt under PTE 84-14 as of April 5, 2001; or

          (d) the Source was a governmental plan that is not covered by ERISA or
     Section  4975 of the Code,  and neither the  purchase  nor holding of Notes
     resulted in, arose from,  constituted  or involved a  transaction  that was
     prohibited under applicable state or local law; or

          (e) the Source did not include  assets of any  employee  benefit  plan
     subject  to Title I of ERISA or any plan  subject  to  Section  4975 of the
     Code.

     As  used  in  this  Section  6.2,  the  terms   "employee   benefit  plan",
"governmental  plan" and "party in interest" shall have the respective  meanings
assigned to such terms in section 3 of ERISA.

     7. INFORMATION AS TO COMPANY.

     7.1. Prior to the Put Elimination Date.

     Prior to the Put Elimination Date, the Company shall:

                                      -23-
<PAGE>

          (a) Audited  Financial  Statements  - prepare  consolidated  financial
     statements  in respect of the Group in  accordance  with GAAP  consistently
     applied  in respect  of each  Fiscal  Year and cause each of the same to be
     reported on by the Auditors;

          (b) Quarterly  Management  Accounts - prepare  consolidated  quarterly
     management  accounts for the Group in  accordance  with GAAP  (consistently
     applied)  in  respect  of  each  Fiscal   Quarter  in  form  and  substance
     satisfactory to the Noteholders and including:

               (i) a  cashflow  statement  and a  consolidated  profit  and loss
          account in respect of the relevant Fiscal Quarter,  the Fiscal Year to
          that date,  and  whatever  periods or  rolling  12 month  periods  are
          relevant to the  calculations of the financial  covenants set forth in
          Section 10.3.1;

               (ii) a  comparison  of all  relevant  results  with the  relevant
          Annual Budget;

               (iii) a comparison of actual  performance for that Fiscal Quarter
          with the performance  during the equivalent  Fiscal Quarter during the
          immediately preceding Fiscal Year;

               (iv) a  consolidated  balance  sheet as at the end of that Fiscal
          Quarter;

               (v) a management  discussion and analysis in a form  satisfactory
          to the Majority Holders;

               (vi) (for the  purposes  relevant for Section 8.5) a statement of
          the  aggregate  Net  Proceeds of relevant  disposals  made during such
          period other than disposals to which Section 8.5(a) does not apply;

               (vii)  (for  the  purposes   relevant  for  Section  10.3.1(e)  a
          statement of the Capital Expenditure during such period;

               (viii) an  analysis  of the  profit  and loss  account  by profit
          centres; and

               (ix) a  statement  of the  consideration  paid by the Group  (and
          broken  down by Group  members) in respect of  Permitted  Acquisitions
          during such period;

          (c)  Monthly  Management  Accounts  -  prepare   consolidated  monthly
     management  accounts  in  respect  of the  Group in  accordance  with  GAAP

                                      -24
<PAGE>

     (consistently  applied)  in respect  of each  month in the agreed  form and
     including:

               (i) a consolidated cashflow statement (including a 4 week rolling
          forecast   of  central   liquidity   in  the  form   agreed  with  the
          Noteholders);

               (ii) a  consolidated  profit and loss  account  for the  relevant
          month and the Fiscal Year to that date;

               (iii) a  comparison  of all  relevant  results  with the relevant
          Annual Budget;

               (iv) a comparison of actual  performance  for that month with the
          performance   during  the  equivalent  month  during  the  immediately
          preceding Fiscal Year;

               (v) a management  discussion and analysis in a form  satisfactory
          to the Majority Holders;

               (vi) (for the  purposes  relevant for Section 8.5) a statement of
          the  aggregate  Net  Proceeds of relevant  disposals  made during such
          period other than disposals to which Section 8.5(a) does not apply;

               (vii)  (for  the  purposes   relevant  for  Section  10.3.1(e)  a
          statement of the Capital  Expenditure during such period; and

               (viii) a  statement  of the  investments  and other  transactions
          entered into constituting Permitted Investments; and

          (d) Delivery of financial statements - deliver to each Noteholder each
     of the following documents:

               (i) Audited  Financial  Statements  - at the time of issue of the
          audited financial statements (whether preliminary or otherwise) to the
          shareholders  of the  Parent  but in any event not later  than 90 days
          after the end of the Fiscal  Year to which they  relate,  the  audited
          financial  statements  referred  to in Section  7.1(a) for each Fiscal
          Year together,  in each case, with the report of the Auditors thereon,
          the notes thereto,  the directors'  report  thereon,  the  preliminary
          audited  financial  statements,  and the report referred to in Section
          7.1(d)(v),  provided that (A) such audited financial statements should
          be set forth in comparative  form the figures for the previous  Fiscal
          Year, all in reasonable detail,  prepared in accordance with GAAP, and
          such  Auditor's  report  should  include  of an audit  opinion on such
          financial   statements  of   independent   chartered   accountants  of
          recognized

                                      -25-
<PAGE>

          national  standing  in  the  United  Kingdom,  which  opinion  may  be
          contained  in the annual  statement  so provided  and shall state that
          such financial  statements  present fairly, in all material  respects,
          the financial  position of the companies being reported upon and their
          results  of  operations  and cash  flows  and have  been  prepared  in
          conformity with GAAP, and that the examination of such  accountants in
          connection with such financial  statements has been made in accordance
          with generally accepted auditing standards in the United Kingdom,  and
          that such audit  provides a  reasonable  basis for such opinion in the
          circumstances;

               (ii)  Interim  Statements  -- within 90 days after the end of the
          first Fiscal Half-Year of the Company, duplicate copies of


                    (A) an unaudited  consolidated  balance sheet of the Company
               and its Subsidiaries as at the end of such period, and

                    (B) an unaudited profit and loss account for such period,

          setting  forth in each case in  comparative  form the  figures for the
          corresponding  period in the previous  Fiscal Year,  all in reasonable
          detail,  prepared  in  accordance  with  GAAP  applicable  to  interim
          financial  statements  generally,  and certified by a Senior Financial
          Officer as fairly presenting,  in all material respects, the financial
          position  of the  companies  being  reported  on and their  results of
          operations and cash flows,  subject to changes resulting from year-end
          adjustments,  provided that delivery within the time period  specified
          above of the  financial  information  that the  Company is required to
          furnish to London  Stock  Exchange  plc for each such  interim  period
          shall  be  deemed  to  satisfy  the   requirements   of  this  Section
          7.1(d)(ii),   provided   further  that  if  the  financial   reporting
          requirements  for  companies  listed  on the  Official  List of the UK
          Listing  Authority  are  altered,   the  Company  shall  deliver  such
          alternative  financial information as the Company shall be required to
          disclose to its  shareholders  pursuant to the  requirements of the UK
          Listing  Authority in force at such time, as well as such supplemental
          information as is reasonably necessary to provide such holder with the
          same  substantive  consolidated  financial  information as such holder
          would have  received  had the form and detail of the accounts not been
          changed from the form and detail of the most recent  interim  accounts
          listed  in  Schedule  5.5;

               (iii) Management Accounts - within:

                                      -26-
<PAGE>

                    (A) 45 days  after the end of the  Fiscal  Quarter  to which
               they  relate,  the  quarterly  management  accounts  prepared  in
               accordance with the requirements of Section 7.1(b), together with
               the certificate referred to in Section 7.1(d)(iv),  provided that
               such  management  accounts  should  be set  forth in each case in
               comparative form the figures for the corresponding  period in the
               previous  Fiscal  Year,  all in  reasonable  detail,  prepared in
               accordance with GAAP applicable to interim  financial  statements
               generally,  and certified by a Senior Financial Officer as having
               been prepared with due care and attention and in accordance  with
               the normal  routines for the  preparation of quarterly  reporting
               with the  Group,  subject  to  changes  resulting  from  year-end
               adjustments; and

                    (B) 30 days  after  the  end of each  month  to  which  they
               relate,  the monthly  management  accounts prepared in accordance
               with the requirements of Section 7.1.(c);

               (iv)  Directors'  Compliance  Certificates  -- at the time of the
          delivery of the quarterly  management  accounts referred to in Section
          7.1(d)(ii),  for each Fiscal  Quarter and in each case  speaking as at
          the end of such Fiscal Quarter a compliance  certificate of the Parent
          signed  by  its  finance  director,  or if  the  finance  director  is
          unavailable for any reason, any other director of the Parent verifying
          compliance  or otherwise  with all  financial  covenants  set forth in
          Section  10.3.1,  confirming  that no Default or Event of Default  has
          occurred which is continuing unremedied and unwaived,  and attaching a
          list of Material Subsidiaries (determined on the basis of the relevant
          financial  statements) and have it signed by its finance director,  or
          if the finance  director  is  unavailable  for any  reason,  any other
          director of the Company,  and provide such  certificate to the holders
          of the Notes at the time of the delivery of the  quarterly  management
          accounts for each Fiscal Quarter;

               (v) Annual  Auditors'  report -- at the time of  delivery  of the
          audited  financial  statements  referred to Section 7.1(d)(i) a report
          from the Auditors (such report to be delivered to the Noteholders only
          in the event that the Noteholders  enter in into an engagement  letter
          with the Auditors on terms reasonably satisfactory to the Auditors and
          the Noteholders) (in a format acceptable to the Agreed Noteholders and
          which can be relied upon by the Agreed Noteholders) stating:

                    (A) the amounts of the respective  financial  definitions in
               respect of or, as the case may be, as at the end of the  relevant
               period  specified in the  financial  covenants as extracted  from

                                      -27-
<PAGE>

               such audited  financial  statements  and indicating the manner in
               which such amounts have been calculated;

                    (B)  the  application  of the  respective  amounts  of  such
               financial definitions to the financial covenants; and

                    (C)  a  list  of  the  Group  companies  that  are  Material
               Subsidiaries  as at the end of the relevant  Fiscal Year to which
               the report relates,

          and each such  report  shall (in the  absence  of  manifest  error) be
          conclusive as to matters contained in it;

               (vi) Annual Budget -- (A) as soon as it becomes available, and in
          any event not later than 45 days after the  commencement of the Fiscal
          Year the subject  thereof the Annual Budget for each Fiscal Year,  (B)
          as soon as it  becomes  available,  and in any event not later than 20
          days after the  commencement  of each  relevant  quarter,  the updated
          version of the Annual  Budget for the relevant  Fiscal  Year,  and (C)
          immediately  upon being  approved by the Parent's  board of directors,
          any  amendments  or  revisions  to an Annual  Budget  (other  than the
          quarterly updates provided for in clause (B));

               (vii) Reports and notices to creditors and shareholders -- at the
          time of issue thereof every report, circular,  notice or like document
          issued by any Obligor or Material  Subsidiary to its creditors (or any
          class  of  creditors)  generally  or to the  Banks  and  every  notice
          convening  a  meeting  of  the   shareholders  or  any  class  of  the
          shareholders of the Parent;

               (viii)  Information  to Creditors -- promptly upon their becoming
          available, one copy of all information (including, without limitation,
          all financial information reports,  projections,  forecasts,  budgets,
          business  information,   financial  statements,   reports,  circulars,
          notices or similar documents (but excluding any routine administrative
          notices  and  certificates))  that  is  sent  by  the  Company  or any
          Subsidiary  to any  lending  bank (or  similar  provider  of credit or
          finance) or its public securities holders;

               (ix)  Further  information  - with  reasonable  promptness,  such
          further financial and other  information  concerning the Group (or any
          member of it) and its affairs as any  Noteholder may from time to time
          reasonably require;

               (x)  Independent  accountant's  report -- notify the  Noteholders
          immediately upon it becoming aware that a breach of Section 10.3.1 or

                                      -28-
<PAGE>

          an Event of Default under Section 11(a), Section 11(b), Section 11(f),
          Section  11(h),  Section  11(i),  Section  11(j) or  Section  11(k) is
          reasonably likely to occur either  immediately or within the following
          12 months.  Upon  receiving  such  notification  from the Parent,  the
          Majority Holders shall have the right to require the preparation of an
          independent   accountants'   report  on  the  financial  and  business
          condition  and prospects of the Group and/or such other reports as the
          Majority  Holders  shall require (the cost in each case to be borne by
          the  Parent)  and the Parent  will (and will  procure  that each other
          member of the Group  will)  provide the  persons  preparing  each such
          report with all assistance and information requested by them;

               (xi)  Notice of Default or Event of Default --  promptly,  and in
          any event within five Business Days after a Responsible Officer of any
          Obligor  becomes  aware of the  existence  of any  Default or Event of
          Default or of any  occurrence  which would or is reasonably  likely in
          the  opinion  of the  Company  to have a Material  Adverse  Effect,  a
          written notice  specifying the nature and period of existence  thereof
          and what action the Group is taking or  proposes to take with  respect
          thereto;

               (xii) Notices from Governmental Authority -- promptly, and in any
          event within 30 days of receipt  thereof,  copies of any notice to the
          Company or any Subsidiary from any Governmental  Authority relating to
          any  order,  ruling,  statute  or other law or  regulation  that could
          reasonably be expected to have a Material Adverse Effect; and

               (xiii) Other Reports -- promptly upon their  becoming  available,
          one copy of (i) each material  document  filed by the Company with the
          UK Listing  Authority  or London  Stock  Exchange  plc and  thereafter
          generally  available  to the  public,  (ii) each  regular or  periodic
          report,  each  registration  statement  (without  exhibits  except  as
          expressly  requested  by such  holder),  and each  prospectus  and all
          amendments  thereto  filed by the Company or any  Subsidiary  with the
          Securities  and  Exchange  Commission  or  any  similar   Governmental
          Authority  or stock  exchange  and (iii) each  press  release or other
          statement made available generally by the Company or any Subsidiary to
          the public concerning developments that are Material.

     7.2. On the Put Elimination Date and Thereafter.

     On the Put Elimination Date and thereafter:

     7.2.1. Financial and Business Information.

     The Company shall deliver to each Noteholder:

                                      -29-
<PAGE>

          (a)  Quarterly  Statements  --  within  45 days  after the end of each
     Fiscal Quarter of the Company, duplicate copies of

               (i) an unaudited  consolidated  balance  sheet of the Company and
          its Subsidiaries as at the end of such period, and

               (ii) an unaudited profit and loss account for such period,

     setting  forth  in each  case  in  comparative  form  the  figures  for the
     corresponding period in the previous Fiscal Year, all in reasonable detail,
     prepared in accordance with GAAP applicable to interim financial statements
     generally,  and  certified  by a Senior  Financial  Officer as having  been
     prepared  with due care and  attention  and in  accordance  with the normal
     routines for the preparation of quarterly reporting with the Group, subject
     to changes  resulting  from  year-end  adjustments,  provided that delivery
     within the time period  specified above of the financial  information  that
     the Company is required to furnish to London  Stock  Exchange  plc for each
     such  interim  period shall be deemed to satisfy the  requirements  of this
     Section  7.2.1(a),   provided  further  that  if  the  financial  reporting
     requirements  for  companies  listed on the Official List of the UK Listing
     Authority are altered, the Company shall deliver such alternative financial
     information   as  the  Company   shall  be  required  to  disclose  to  its
     shareholders  pursuant to the  requirements of the UK Listing  Authority in
     force  at  such  time,  as  well as  such  supplemental  information  as is
     reasonably  necessary  to provide  such  holder  with the same  substantive
     consolidated  financial  information as such holder would have received had
     the form and  detail of the  accounts  not been  changed  from the form and
     detail of the most recent  interim  accounts  listed in Schedule  5.5;

          (b)  Interim  Statements  -- within 90 days after the end of the first
     Fiscal Half-Year of the Company, duplicate copies of

               (i) an unaudited  consolidated  balance  sheet of the Company and
          its Subsidiaries as at the end of such period, and

               (ii) an unaudited profit and loss account for such period,

     setting  forth  in each  case  in  comparative  form  the  figures  for the
     corresponding period in the previous Fiscal Year, all in reasonable detail,
     prepared in accordance with GAAP applicable to interim financial statements
     generally,   and  certified  by  a  Senior  Financial   Officer  as  fairly
     presenting,  in  all  material  respects,  the  financial

                                      -30-
<PAGE>

     position of the companies being reported on and their results of operations
     and cash flows,  subject to changes  resulting  from year-end  adjustments,
     provided  that  delivery  within  the time  period  specified  above of the
     financial  information  that the  Company is  required to furnish to London
     Stock  Exchange plc for each such interim period shall be deemed to satisfy
     the  requirements of this Section  7.2.1(b),  provided  further that if the
     financial reporting  requirements for companies listed on the Official List
     of the UK Listing  Authority  are altered,  the Company  shall deliver such
     alternative  financial  information  as the  Company  shall be  required to
     disclose to its shareholders pursuant to the requirements of the UK Listing
     Authority in force at such time, as well as such  supplemental  information
     as is reasonably necessary to provide such holder with the same substantive
     consolidated  financial  information as such holder would have received had
     the form and  detail of the  accounts  not been  changed  from the form and
     detail of the most recent interim accounts listed in Schedule 5.5;

          (c) Annual  Statements -- within 150 days after the end of each Fiscal
     Year of the Company, duplicate copies of

               (i)  a  consolidated   balance  sheet  of  the  Company  and  its
          Subsidiaries as at the end of such Fiscal Year, and

               (ii) consolidated  statements of income, changes in shareholders'
          equity and cash flows of the  Company  and its  Subsidiaries  for such
          Fiscal Year,

     setting forth in each case in comparative form the figures for the previous
     Fiscal Year, all in reasonable  detail,  prepared in accordance  with GAAP,
     and accompanied by

               (A) an audit opinion thereon of independent chartered accountants
          of recognized  national standing in the United Kingdom,  which opinion
          may be contained  in the annual  statement so provided and shall state
          that  such  financial  statements  present  fairly,  in  all  material
          respects,  the financial position of the companies being reported upon
          and their results of operations  and cash flows and have been prepared
          in conformity with GAAP, and that the examination of such  accountants
          in  connection  with  such  financial  statements  has  been  made  in
          accordance with generally  accepted  auditing  standards in the United
          Kingdom,  and that such  audit  provides a  reasonable  basis for such
          opinion in the circumstances, and

                                      -31-
<PAGE>

               (B) solely for the benefit of the Noteholders (to the extent that
          the  Noteholders  have  entered  into any  engagement  letter with the
          Auditors on terms  reasonably  satisfactory  to the  Auditors  and the
          Noteholders), a certificate of such accountants stating that they have
          reviewed the certificate of a Senior Financial  Officer of the Company
          concurrently  being  provided to holders of Notes  pursuant to Section
          7.2.2 and that (1) the  specific  financial  information  contained in
          such  certificate  has been  accurately  extracted  from  the  sources
          identified in such certificate and, where applicable,  agrees with the
          underlying  accounting  records of the Group, and (2) the calculations
          shown in such  certificate  to have been made in accordance  with this
          Agreement are arithmetically accurate;

     provided  that  delivery  within  the time  period  specified  above of the
     financial  information  that the  Company is  required to furnish to the UK
     Listing  Authority  for such Fiscal Year,  together  with the  accountants'
     certificate  described  in clause (B) (to the extent  that the  Noteholders
     have  entered  into  any  engagement  letter  with  the  Auditors  on terms
     reasonably  satisfactory  to the  Auditors and the  Noteholders),  shall be
     deemed to satisfy  the  requirements  of this  Section  7.2.1(c),  provided
     further however that if the financial reporting  requirements for companies
     listed on the Official List of the UK Listing  Authority  are altered,  the
     Company shall deliver such alternative financial information as the Company
     shall  be  required  to  disclose  to  its  shareholders  pursuant  to  the
     requirements of the UK Listing  Authority in force at such time, as well as
     such  supplemental  information as is reasonably  necessary to provide such
     holder with the same substantive consolidated financial information as such
     holder  would  have  received  (including,  without  limitation,  all  such
     information  necessary to verify compliance with the covenants set forth in
     Section 10.2 and Section  10.3) had the form and detail of the accounts not
     been changed from the form and detail of the most recent  audited  accounts
     listed in Schedule 5.5;

          (d) Other Reports -- promptly upon their becoming available,  one copy
     of (i)  all  information  (including,  without  limitation,  all  financial
     information reports, projections, forecasts, budgets, business information,
     financial statements, reports, circulars, notices or similar documents (but
     excluding any routine  administrative  notices and  certificates))  that is
     sent by the  Company or any  Subsidiary  to any  lending  bank (or  similar
     provider of credit or finance)  or its public  securities  holders and each
     material  document  filed by the Company  with the UK Listing  Authority or
     London Stock Exchange plc and thereafter generally available to the public,
     (ii) each regular or periodic

                                      -32-
<PAGE>

     report,  each registration  statement (without exhibits except as expressly
     requested by such holder),  and each prospectus and all amendments  thereto
     filed by the Company or any  Subsidiary  with the  Securities  and Exchange
     Commission  or any similar  Governmental  Authority  or stock  exchange and
     (iii) each press release or other statement made available generally by the
     Company or any Subsidiary to the public  concerning  developments  that are
     Material;

          (e) Notice of Default  or Event of  Default  --  promptly,  and in any
     event within five Business  Days after a Responsible  Officer of the Issuer
     or the Company  becomes  aware of the  existence of any Default or Event of
     Default or that any  Person  has given any notice or taken any action  with
     respect  to a claimed  default  hereunder  or that any Person has given any
     notice or taken any action  with  respect to a claimed  default of the type
     referred to in Section 11(f),  a written  notice  specifying the nature and
     period of existence  thereof and what action the Issuer and the Company are
     taking or propose to take with respect thereto;

          (f) Notices from Governmental  Authority -- promptly, and in any event
     within 30 days of receipt  thereof,  copies of any notice to the Company or
     any  Subsidiary  from any  Governmental  Authority  relating  to any order,
     ruling,  statute  or other  law or  regulation  that  could  reasonably  be
     expected to have a Material Adverse Effect; and

          (g) Requested  Information -- with reasonable  promptness,  such other
     data  and  information  relating  to  the  business,  operations,  affairs,
     financial  condition,  assets or  properties  of the  Company or any of its
     Subsidiaries  or the  ability  of the  Issuer to  perform  its  obligations
     hereunder  and under the Notes or the ability of the Company to perform its
     obligations hereunder,  in each case as from time to time may be reasonably
     requested by any such holder of Notes.

     7.2.2. Officer's Certificate.

     Each set of financial statements delivered to a holder of Notes pursuant to
Section 7.2.1(a), Section 7.2.1(b) or Section 7.2.1(c) shall be accompanied by a
certificate of a Senior Financial Officer of the Company setting forth:

          (a)  Covenant  Compliance  --  the  information   (including  detailed
     calculations)  required  in order to  establish  whether the Company was in
     compliance  with the  requirements  of Section 10.2 and Section 10.3 during
     the interim or annual period covered by the statements then being furnished
     (including  with  respect  to each  such

                                      -33-
<PAGE>

     Section,  where  applicable,  the  calculations  of the  maximum or minimum
     amount,  ratio or  percentage,  as the case may be,  permissible  under the
     terms  of such  Sections,  and the  calculation  of the  amount,  ratio  or
     percentage then in existence);

          (b) Default -- a  statement  that such  Senior  Financial  Officer has
     reviewed  the  relevant  terms  hereof and has made,  or caused to be made,
     under his or her  supervision,  a review of the transactions and conditions
     of the Company and its  Subsidiaries  from the  beginning of the interim or
     annual period covered by the statements then being furnished to the date of
     the certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that  constitutes a Default or
     an Event of Default or, if any such  condition  or event  existed or exists
     (including  without  limitation any such event or condition  resulting from
     the  failure  of  the  Company  or  any   Subsidiary  to  comply  with  any
     Environmental  Law),  specifying the nature and period of existence thereof
     and what action the Issuer or the  Company  shall have taken or proposes to
     take with respect thereto; and

          (c) Material Subsidiaries - a list of Material Subsidiaries.

     7.2.3. Inspection.

     The Company shall permit the  representatives  of each holder of Notes that
is an Institutional Investor:

          (a) No Default -- if no Default or Event of Default  then  exists,  at
     the expense of such holder and upon reasonable prior notice to the Company,
     to visit the principal  executive offices of the Issuer and the Company, to
     discuss  the  affairs,  finances  and  accounts  of  the  Company  and  its
     Subsidiaries  with  officers of the Issuer and the  Company,  and (with the
     consent of the Company,  which consent will not be  unreasonably  withheld)
     its  independent  chartered  accountants,  and  (with  the  consent  of the
     Company,  which  consent  will not be  unreasonably  withheld) to visit the
     other  offices and  properties of the Company and each  Subsidiary,  all at
     such  reasonable  times  and as often  as may be  reasonably  requested  in
     writing; and

          (b) Default -- if a Default or Event of Default  then  exists,  at the
     expense of the Issuer to visit and inspect any of the offices or properties
     of the Company or any Subsidiary,  to examine all their respective books of
     account,  records,  reports and other  papers,  to make copies and extracts
     therefrom,  and to discuss their respective affairs,  finances and accounts
     with their respective officers and independent

                                      -34-
<PAGE>

     chartered  accountants  (and by this provision the Company  authorizes said
     accountants  to discuss the  affairs,  finances and accounts of the Company
     and its Subsidiaries), all at such times and as often as may be requested.

     7.3 Limitation on Disclosure Obligation.

     The Company  shall not be required to disclose  the  following  information
pursuant to Section 7:

          (a) information that, notwithstanding Section 22, the Company would be
     prohibited  from  disclosing by law or regulation,  provided that a written
     opinion of counsel,  if reasonably  requested by any holder of a Note,  has
     been  furnished to each holder of Notes at the  Company's  expense,  to the
     effect that the  disclosure of such  information to such holders would give
     rise to a breach of applicable law or regulations;

          (b) information  that the Company is prohibited from disclosing by the
     terms  of an  obligation  of  confidentiality  contained  in any  agreement
     binding  upon the  Company and not entered  into in  contemplation  of this
     clause (b),  provided  that the Company  shall make a good faith attempt to
     obtain   consent  from  the  party  in  whose  favor  the   obligation   of
     confidentiality   was  made  to  permit  the  disclosure  of  the  relevant
     information; or

          (c) information  that,  notwithstanding  Section 22, would require the
     Company to make public disclosure of such information to comply with any of
     its continuing  obligations under the rules of London Stock Exchange plc or
     any other  securities  exchange or the Listing Rules made by the UK Listing
     Authority or the City Code on Takeovers and Mergers (each an  "Authority"),
     provided that the Company  shall,  if so requested by any holder of a Note,
     promptly approach the relevant Authority (except that the Company shall not
     be required to disclose the substance or nature of the relevant information
     to such  Authority,  but  rather  shall  only be  required  to inform  such
     Authority  that the Company  believes such  information  constitutes  price
     sensitive  information) and request  confirmation  from a senior officer of
     such Authority to the effect that the Company may disclose such information
     to  holders  of the Notes  without  having  to  disclose  such  information
     publicly or otherwise  being in breach of the rules of such  Authority  and
     the Company shall not have received confirmation to such effect in form and
     substance reasonably satisfactory to the Company.

     Any such inquiry by the Company to an Authority  shall  expressly  indicate
     the nature of this Agreement,  the Notes and the obligations of the Company
     with respect thereto, that a request for information was made pursuant to a
     covenant  in  this   Agreement   requiring  the  Company  to  provide  such

                                      -35-
<PAGE>

     information  and that the recipients of such  information  are bound by the
     confidentiality provisions of Section 22.

     Notwithstanding   anything  herein  to  the  contrary,  prior  to  the  Put
     Elimination  Date the Company shall be required to disclose all information
     (including,  without limitation,  the information  described in the Section
     7.3) to the Noteholders  that has been disclosed or otherwise  provided (in
     any manner or form  whatsoever)  directly or indirectly to any Bank Finance
     Party.

     8. PAYMENTS.

     8.1. Interest; PIK Management Fees.

          (a) Interest.  The Issuer shall pay interest on the Notes (computed on
     the basis of a 360-day year of twelve 30-day  months),  and interest on the
     Notes shall accrue:

               (i) at all  times  prior  to the  Effective  Date  on the  unpaid
          principal balance of each of the Notes at the rate of 7.61% per annum,
          payable semi-annually on April 5 and October 5 in each year, until the
          principal hereof shall have become due and payable,

               (ii) at all times on and after  the  Effective  Date but prior to
          the Put Elimination  Date on the unpaid  principal  balance of each of
          the Notes at the rate of 9.25% per annum, payable quarterly on January
          5,  April 5, July 5 and  October 5 in each year,  until the  principal
          hereof shall have become due and payable, and

               (iii) at all times on and after the Put  Elimination  Date on the
          unpaid principal balance of each of the Notes at the rate of 9.25% per
          annum,  payable  semiannually  on April 5 and  October 5 in each year,
          until the principal hereof shall have become due and payable.

          (b) PIK Management Fees.

               (i) The Company shall pay an additional  management fee (the "PIK
          Management  Fee")  to each  holder  of  Notes  to be  calculated  as a
          percentage fee on the aggregate  outstanding  principal  amount of the
          Notes  on each  date of  calculation  set  forth  below  and  shall be
          calculated  quarterly in accordance  with the following  table showing
          the ratio of Consolidated Gross Borrowings to Consolidated EBITDA:

                                      -36-
<PAGE>

<TABLE>
<CAPTION>
------------------------- ------------------------------------------------------------------------------
 Fiscal Quarter Ending                 Consolidated Gross Borrowings : Consolidated EBITDA
------------------------- ------------------------------------------------------------------------------
     <S>                    <C>           <C>              <C>              <C>              <C>
       March 2002           = 4.60          > 4.60           > 4.84           > 5.08          > 5.32
                                          but = 4.84       but = 5.08       but = 5.32
------------------------- ------------ ----------------- ---------------- ---------------- -------------
       June 2002            = 6.25          > 6.25           > 6.81           > 7.38          > 7.94
                                          but = 6.81       but = 7.38       but = 7.94
------------------------- ------------ ----------------- ---------------- ---------------- -------------
     September 2002         = 3.56          > 3.56           > 3.84           > 4.13          > 4.41
                                          but = 3.84       but = 4.13       but = 4.41
------------------------- ------------ ----------------- ---------------- ---------------- -------------
     December 2002          = 3.37          > 3.37           > 3.71           > 4.06          > 4.40
                                          but = 3.71       but = 4.06       but = 4.40
------------------------- ------------ ----------------- ---------------- ---------------- -------------
       March 2003           = 3.40          > 3.40           > 3.59           > 3.77          > 3.96
                                          but = 3.59       but = 3.77       but = 3.96
------------------------- ------------ ----------------- ---------------- ---------------- -------------
       June 2003            = 3.28          > 3.28           > 3.40           > 3.52          > 3.63
                                          but = 3.40       but = 3.52       but = 3.63
------------------------- ------------ ----------------- ---------------- ---------------- -------------
     September 2003         = 3.22          > 3.22           > 3.35           > 3.49          > 3.62
                                          but = 3.35       but = 3.49       but = 3.62
------------------------- ------------ ----------------- ---------------- ---------------- -------------
     December 2003          = 2.89          > 2.89           > 3.02           > 3.15          > 3.27
                                          but = 3.02       but = 3.15       but = 3.27
------------------------- ------------ ----------------- ---------------- ---------------- -------------
       March 2004           = 2.89          > 2.89              -                -              -
                                          but = 3.00
------------------------- ------------ ----------------- ---------------- ---------------- -------------
       June 2004            = 2.70          > 2.70              -                -              -
                                          but = 3.00
------------------------- ------------ ----------------- ---------------- ---------------- -------------
     September 2004         = 2.70          > 2.70              -                -              -
                                          but = 3.00
------------------------- ------------ ----------------- ---------------- ---------------- -------------
          Fee                0.00%          0.50%             1.00%            1.50%          2.00%
------------------------- ------------ ----------------- ---------------- ---------------- -------------
</TABLE>

               (ii)  The PIK  Management  Fee  shall  be  calculated  using  the
          Company's quarterly  Compliance  Certificates but shall not be payable
          by the Company until the earlier of (A) the  prepayment in full of the
          Notes,  (B) the Bank  Refinancing  Date,  (C) any  enforcement  of the
          Security or any of the Subsidiary Guarantees, (D) any of the Events of

                                      -37-
<PAGE>

          Default described in paragraph (h), (i), (j) or (k) of Section 11, (E)
          any of the Notes becoming due and payable, whether automatically or by
          declaration, or (F) the reduction to zero of the Total Commitments (as
          defined in the Syndicated Loan Agreement) in accordance with the terms
          of the Syndicated Loan Agreement.

               (iii) Any PIK  Management  Fee that is  payable in respect of any
          quarter shall accrue interest (computed on the basis of a 360-day year
          of twelve  30-day  months) at 9.25% per annum,  which  interest  shall
          accrue  but  shall not be  payable  until  the PIK  Management  Fee is
          payable. The accrual of interest on the PIK Management Fee shall begin
          as of the quarter-end date shown on the Compliance Certificate.

               (iv) To the extent that the New Money is fully repaid and the New
          Money  Commitments  are  cancelled  in full at any  time or the  Banks
          otherwise agree to eliminate the "priority" treatment of all New Money
          in the  Intercreditor  Agreement at any time, any future  accretion of
          the PIK  Management  Fee  shall  cease as at the later of any of those
          times and January 1, 2003 (it being understood that any PIK Management
          Fee that has been  calculated for any quarter prior to such time shall
          continue  to be payable at the  relevant  time of payment as  provided
          above and will continue to accrue interest until such payment date).

          (c) Default Interest.  The Issuer shall pay interest  (computed on the
     basis of a  360-day  year of  twelve  30-day  months)  at all times (to the
     extent permitted by applicable law):

               (i)  prior to the  Effective  Date,  on any  overdue  payment  of
          principal,  any overdue payment of interest and any overdue payment of
          any Make-Whole Amount,  payable  semiannually on April 5 and October 5
          in each year (or, at the option of any registered  holder of Notes, on
          demand), at a rate per annum from time to time equal to the greater of
          (A) 9.61% and (B) 2% above the rate of interest publicly  announced by
          Citibank,  N.A. from time to time at its principal  office in New York
          city as its base or prime rate;

               (ii) on the Effective  Date and  thereafter  but prior to the Put
          Elimination  Date, on any overdue  payment of  principal,  any overdue
          payment of interest,  any overdue payment of PIK Management  Fees, any
          overdue  payment of any Change of Control Fee and any overdue  payment
          of any  Make-Whole  Amount,  payable  quarterly on January 5, April 5,
          July 5 and October 5 in each year (or, at the option of any registered
          holder of Notes,  on  demand),  at a rate per annum  from time to time
          equal  to the  greater  of (A)  11.25%  and (B) 2%  above  the rate of

                                      -38-
<PAGE>
          interest publicly announced by Citibank, N.A. from time to time at its
          principal office in New York city as its base or prime rate; and

               (iii) on the Put Elimination Date and thereafter,  on any overdue
          payment of  principal,  any overdue  payment of interest,  any overdue
          payment of PIK Management  Fees, any overdue  payment of any Change of
          Control Fee and any overdue payment of any Make-Whole Amount,  payable
          semiannually  on April 5 and October 5 in each year (or, at the option
          of any  registered  holder of Notes,  on demand),  at a rate per annum
          from time to time equal to the  greater of (A) 11.25% and (B) 2% above
          the rate of interest publicly announced by Citibank, N.A. from time to
          time at its  principal  office  in New York  city as its base or prime
          rate.

     8.2. Required Prepayments.

          (a) On April 5, 2007,  and on each April 5 thereafter to and including
     April 5, 2010 the Issuer will prepay $35,000,000 aggregate principal amount
     (or such  lesser  principal  amount as shall  then be  outstanding)  of the
     Notes,  such  prepayment to be made at the principal  amount to be prepaid,
     together  with  accrued  interest  thereon to the date of such  prepayment,
     without  payment of any Make-Whole  Amount or other  premium,  allocated as
     provided in Section 8.10.

          (b) No partial prepayment of the Notes pursuant to any other provision
     in this  Agreement  shall  relieve  the  Issuer of its  obligation  to make
     prepayments of the Notes required by this Section 8.2 (with the effect that
     such prepayments  shall be applied to such required  prepayments and to the
     payment at the final maturity of the Notes in inverse order), provided that
     upon  purchase of Notes  pursuant to Section 8.12 the  principal  amount of
     each required  prepayment of the Notes  becoming due under this Section 8.2
     on and  after  the  date of such  purchase  shall  be  reduced  in the same
     proportion as the aggregate unpaid principal amount of the Notes is reduced
     as a result of such purchase.

     8.3. Optional Prepayments with Make-Whole Amount.

          (a) The Issuer may, at its option,  upon notice as provided in Section
     8.3(b), prepay at any time all, or from time to time any part of, the Notes
     (in a minimum principal amount of $10,000,000 and otherwise in multiples of
     $500,000) at the principal  amount so prepaid,  plus accrued  interest with
     respect  to  such  principal  amount  being  prepaid  to the  date  of such
     prepayment,  plus  (subject  to  deferral  pursuant  to  Section  8.14) the
     Make-Whole  Amount  determined for the prepayment date with respect to such
     principal amount.

                                      -39-
<PAGE>

          (b) The Issuer will give each holder of Notes  written  notice of each
     optional  prepayment  under this  Section 8.3 not less than 30 days and not
     more than 60 days  prior to the date fixed for such  prepayment.  Each such
     notice shall specify the date fixed for such  prepayment  (which shall be a
     Business Day), the aggregate principal amount of the Notes to be prepaid on
     such  date,  the  principal  amount of each Note held by such  holder to be
     prepaid and the interest to be paid on the prepayment  date with respect to
     such  principal  amount  being  prepaid,  and  shall  be  accompanied  by a
     certificate of a Senior Financial Officer of the Issuer as to the estimated
     Make-Whole Amount due in connection with such prepayment  (calculated as if
     the date of such notice were the date of the prepayment), setting forth the
     details of such  computation.  Two Business Days prior to such  prepayment,
     the Issuer  shall  deliver to the  holder of each Note a  certificate  of a
     Senior  Financial  Officer of the Issuer  specifying the calculation of the
     Make-Whole  Amount as of the specified  prepayment  date.

     8.4. Prepayment Event.

     Immediately upon the occurrence of a Prepayment  Event, the Issuer shall be
required  to prepay in full all of its  Notes,  at a price  equal to 100% of the
outstanding  principal  amount of the Notes plus accrued interest  thereon,  the
accrued PIK Management Fee (if any) (together with accrued interest thereon) and
the  Make-Whole  Amount  (if any)  (including  all  deferred  amounts in respect
thereof and accrued interest thereon) at the time of such prepayment.

     8.5. Disposal Proceeds.

          (a)  Prior to the Put  Elimination  Date,  if any  member of the Group
     disposes of any assets  (including  shares and fixed  assets) to any person
     which is not a member of the Group, and:

               (i) the aggregate Net Proceeds are at least(pound)500,000 (or its
          equivalent at the date of the disposal) (each a "Relevant  Disposal");
          and

               (ii) the aggregate Net Proceeds of all Relevant  Disposals in any
          Fiscal Year are in excess of  (pound)5,000,000  (or its  equivalent at
          the date of disposal),

     the Issuer shall (or shall  procure  that the Company and its  Subsidiaries
     shall),  apply  an  amount  equal to the  aggregate  Net  Proceeds  of such
     Relevant  Disposals  which  are  in  excess  of  (pound)5,000,000  (or  its
     equivalent) in mandatory  prepayment of the Notes (subject to the terms and
     provisions of the  Intercreditor  Agreement).  Any such prepayment shall be
     made within twenty-five (25) Business Days of receipt by the Company or any
     of its

                                       -40-
<PAGE>

     Subsidiaries  of such Net Proceeds and shall be at a price equal to 100% of
     the outstanding principal amount of the Notes being so prepaid plus accrued
     interest on the amount of such principal and the Make-Whole Amount (if any)
     in respect of such principal  amount being so prepaid  (subject to deferral
     pursuant to Section 8.14).

          (b) The  provisions of clause (a) above shall not apply in relation to
     the following disposals:

               (i) the disposal of  stock-in-trade in the ordinary course of day
          to day trading;

               (ii) any disposal by:

                    (A) a member of the Group to a Subsidiary Guarantor; and

                    (B) a  member  of  the  Group  which  is  not  a  Subsidiary
               Guarantor  to  another  member  of  the  Group  which  is  not  a
               Subsidiary Guarantor,

          but so that in each  case  where  any  such  asset  is  shares,  other
          ownership  interests  in any person or entity,  real  property or real
          estate  (or  related  insurance  policies),   receivables   (including
          intra-Group  debts) or, in each  case,  rights or claims in respect of
          any such  asset and is  subject  or is  expressed  to be subject to an
          Encumbrance  pursuant to any Security  Documents  such disposal  shall
          only be  permitted if either (x) the  Majority  Holders are  satisfied
          that the Subsidiary Guarantee given by the disposee of the obligations
          of the Obligors under (inter alia) the Syndicated Loan Agreement,  the
          Notes and the Security  Documents are not limited to a greater  extent
          than that given by the disposer  and that either (1) such  Encumbrance
          is not  prejudiced  as a  result  of such  disposal  or (2) the  asset
          concerned  becomes  subject to a fully  enforceable,  legally  binding
          Encumbrance in favour of the Common  Security  Trustee,  the Banks and
          the  holders  of the  Notes on terms  substantially  equivalent  to or
          better than the  Encumbrances  under the Security  Documents  prior to
          such  disposal or (y) the Majority  Holders  give their prior  written
          consent;

                    (iii) dealings with trade debtors with respect to book debts
               in the ordinary course of trading;

                    (iv)  disposals of cash on arm's length terms not  otherwise
               prohibited by this Agreement and the Security Documents;

                                      -41-
<PAGE>

                    (v) disposals which constitute Permitted Investments; and

                    (vi)  disposals by the Zenith SPV with respect to any of the
               shares it holds in Zenith  permitted  under  Section  10.1.4  and
               Section  10.2.3  provided that the proceeds of such disposals are
               applied in accordance  with the mandatory  prepayment  provisions
               described in Section 8.7.

          (c)  Following  the Put  Elimination  Date,  to the  extent the Issuer
     elects to apply the proceeds of any Asset  Disposition to the prepayment of
     the Notes,  such  prepayment  shall be made at a price equal to 100% of the
     outstanding  principal  amount of the Notes being so prepaid  plus  accrued
     interest on the amount of such principal and the Make-Whole Amount (if any)
     in respect of such principal amount being so prepaid.

     8.6. Rights Issues, Equity Raising, Etc..

          (a) Prior to the Put Elimination Date, the proceeds (net of reasonable
     related  costs) of any rights  issue or other  equity  raising  (other than
     those  permitted  under clause (a) of Section  10.1.10) shall be applied in
     mandatory  prepayment of the Notes  (subject to the terms and provisions of
     the Intercreditor Agreement). Any such prepayment shall be at a price equal
     to 100% of the outstanding  principal  amount of the Notes being so prepaid
     plus  accrued  interest  on the amount of such  principal,  the accrued PIK
     Management Fee (if any) (together  with accrued  interest  thereon) and the
     Make-Whole  Amount (if any) in respect of such  principal  amount  being so
     prepaid (subject to deferral pursuant to Section 8.14).

          (b) For the avoidance of doubt, a rights issue or other equity raising
     occurring  contemporaneously  with a  refinancing  of the  Syndicated  Loan
     Agreement  shall be deemed to occur after the Put  Elimination  Date if the
     conditions  precedent set forth in Section  8.8(f) in connection  with such
     refinancing have been satisfied.

     8.7. Zenith Proceeds.

     Prior to the Put Elimination  Date, if any member of the Group receives any
proceeds from:

          (i) any  exercise of the put or call  options  under the Zenith  Joint
     Venture  Agreement or any other disposal of shares (or other  interests) in
     Zenith;

          (ii) any claims for damages or other remedies in respect of any breach
     of the put and call options in the Zenith Joint Venture Agreement;

                                      -42-
<PAGE>

          (iii)  any  claim  in  respect  of  any  warranties,  indemnities  and
     representations  contained  in the Zenith  Joint  Venture  Agreement to the
     extent  connected to the put and call  options in the Zenith Joint  Venture
     Agreement; and

          (iv)  any  flotation  of,  or  sale  or  other   disposal  of  all  or
     substantially  all of its assets and  undertakings by, Zenith or any of its
     Subsidiaries,

the Issuer  shall (and  shall  procure  that the  Company  and its  Subsidiaries
shall), apply an amount equal to the aggregate Net Proceeds thereof in mandatory
prepayment  of  the  Notes   (subject  to  the  terms  and   provisions  of  the
Intercreditor Agreement). Any such prepayment shall be made within ten (10) days
of receipt by the Company or any of its  Subsidiaries  of such Net  Proceeds and
shall be at a price  equal to 100% of the  outstanding  principal  amount of the
Notes being so prepaid plus accrued interest on the amount of such principal and
the  Make-Whole  Amount (if any) in respect of such  principal  amount  being so
prepaid (subject to deferral pursuant to Section 8.14).

     8.8. Refinancing of Syndicated Loan Agreement.

          (a) Notice of Bank Refinancing. At least 30 days (but not more than 45
     days) prior to the  occurrence of the Bank  Refinancing  Date,  the Company
     shall  promptly  give  written  notice  of  such  occurrence  of  the  Bank
     Refinancing  Date to each holder of Notes.  Such notice  shall  contain and
     constitute  an offer to prepay  Notes as  described  in Section  8.8(b) and
     shall be accompanied by the certificate described in Section 8.8(e).

          (b) Offer to Prepay Notes. The offer to prepay the Notes  contemplated
     by Section  8.8(a)  shall be an offer to  prepay,  in  accordance  with and
     subject to this Section 8.8,  all, but not less than all, the Notes held by
     each holder (and in this case,  "holder" in respect of any Note  registered
     in the name of a nominee for a disclosed  beneficial  owner shall mean such
     beneficial  owner)  of  Notes  on a  date  specified  in  such  offer  (the
     "Refinancing  Prepayment Date").  The Refinancing  Prepayment Date shall be
     the Bank Refinancing Date.

          (c) Acceptance;  Rejection. A holder of Notes may accept or reject the
     offer to prepay made  pursuant  to this  Section 8.8 by causing a notice of
     such acceptance or rejection to be delivered to the Company no later than 5
     days prior to the Bank Refinancing Date (the "Refinancing  Response Date").
     A failure by a holder of Notes to respond to such  notice by  accepting  or
     rejecting  such offer to prepay made  pursuant  to this  Section 8.8 by the
     Refinancing  Response  Date shall be deemed to  constitute an acceptance of
     such offer by such holder.

                                      -43-
<PAGE>

          (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
     Section  8.8  shall  be at  100% of the  principal  amount  of  such  Notes
     (together with interest  thereon accrued to the date of  prepayment),  plus
     accrued PIK Management Fees (together with interest  thereon accrued to the
     date of prepayment),  plus the Make-Whole Amount determined for the date of
     prepayment  with  respect  to such  principal  amount,  plus  all  Deferred
     Make-Whole  Amounts  in  respect  of prior  prepayments  of the  Notes  and
     interest thereon accrued to the date of prepayment. Two Business Days prior
     to the  Refinancing  Prepayment  Date,  the Company  shall  deliver to each
     holder of Notes being prepaid a certificate of a Senior  Financial  Officer
     of the Company  specifying the calculation of such Make-Whole  Amount as of
     the  Refinancing  Prepayment  Date (and  including  copies of the Bloomberg
     Financial Markets Commodities News screen, Reuters screen or other relevant
     source  of  market  data  used to  determine  the  Reinvestment  Yield,  as
     applicable).  The prepayment  shall be made on the  Refinancing  Prepayment
     Date.

          (e) Officer's Certificate.  Each offer to prepay the Notes pursuant to
     this  Section  8.8 shall be  accompanied  by a  certificate,  executed by a
     Senior  Financial  Officer of the Company and dated the date of such offer,
     specifying:  (i) the Refinancing  Prepayment  Date; (ii) that such offer is
     made pursuant to this Section 8.8; (iii) the principal  amount of each Note
     offered  to be  prepaid;  (iv)  the  estimated  Make-Whole  Amount  due  in
     connection  with such  prepayment  (calculated as if the date of the notice
     were  the  date of the  prepayment),  setting  forth  the  details  of such
     computation   (including   copies  of  the  Bloomberg   Financial   Markets
     Commodities News screen,  Reuters screen or other relevant source of market
     data used to determine the  Reinvestment  Yield,  as  applicable);  (v) the
     interest  that would be due on each Note offered to be prepaid,  accrued to
     the  Refinancing  Prepayment  Date;  and (vi) that the  conditions  of this
     Section 8.8 have been fulfilled.

          (f) Elimination of Refinancing Put. The obligations of the Company set
     forth in clauses (a) through  (e) of this  Section 8.8 shall be  eliminated
     and shall no longer be in force or of any  effect in the event  that all of
     the following  conditions  precedent  (collectively,  the "Put  Elimination
     Conditions") are satisfied on the Bank Refinancing Date:

               (i) the ratio of  Consolidated  Gross  Borrowings to Consolidated
          EBITDA for each  twelve-month  period  ending on the two most recently
          ended Fiscal Quarters shall not have been greater than 2.50:1;

               (ii)  the  ratio  of  Consolidated  EBITDA  to  Consolidated  Net
          Interest  Expenditure for each  twelve-month  period ending on the two

                                      -44-
<PAGE>

          most  recently  ended  Fiscal  Quarters  shall have been not less than
          6.00:1;

               (iii) no Default or Event of Default shall have occurred which is
          continuing;

          (iv) the representations and warranties contained in the Sections 5.1,
     5.4, 5.8, 5.9, 5.10, 5.11, 5.12, 5.18 and 5.19 shall be true and correct at
     such time as if made at such time and the Company  shall have  delivered an
     Officer's Certificate to such effect;

          (v) neither the Company nor any Subsidiary shall be in default, and no
     waiver of default shall be then in effect,  in the payment of any principal
     or interest on any Borrowed Money of the Company or any Subsidiary,  and no
     event or  condition  shall exist with  respect to any  Borrowed  Money that
     would  permit (or that with the  giving of notice or the lapse of time,  or
     both,  would  permit) one or more Persons to cause such  Borrowed  Money to
     become due and payable  before its stated  maturity or before its regularly
     scheduled  dates  of  payment  and the  Company  shall  have  delivered  an
     Officer's Certificate to such effect;

          (vi) the Company shall have delivered an Officer's  Certificate to the
     effect  that it is not aware  (after  due  inquiry)  of any matter or event
     which is  reasonably  likely to result in a breach of the  Sections in this
     Agreement  setting  forth the  financial  covenants  or an Event of Default
     under Section 11(a),  Section 11(b),  Section 11(f), Section 11(h), Section
     11(i),  Section 11(j) or Section 11(k) either  immediately  on such date or
     within the period ending 12 months after such date; and

          (vii) after giving effect to any  refinancing  or repayment in full of
     the Syndicated Loan Agreement,  (A) any such refinancing  shall not require
     priority  treatment,  (B) any  such  refinancing  shall  either  be  wholly
     unsecured  or shall be  secured  on a pari  passu  basis  with the  Finance
     Documents   and  such   refinancing   banks  shall  have  entered  into  an
     intercreditor  agreement  with the  Noteholders  confirming  the pari passu
     relationship of the Noteholders and such refinancing banks and otherwise in
     form, scope and substance reasonably  satisfactory to the Noteholders,  and
     (C) the Company shall be in  compliance  with the  requirement  to maintain
     Committed Medium-Term Bank Facilities referred to in Section 9.2.3.

     Each of the ratios referred to in clause (i) and clause (ii) above shall be
determined for and tested as at the end of each applicable Fiscal Quarter on

                                      -45-
<PAGE>

the  basis  of  the  Company's  management  accounts  and  audited  consolidated
financial   statements.   Consolidated  EBITDA  and  Consolidated  Net  Interest
Expenditure   shall  be  calculated  on  a  rolling   twelve  months  basis  and
Consolidated  Gross  Borrowings  shall be calculated on the basis of the average
daily  outstandings  during the period of two consecutive Fiscal Quarters ending
on each testing date.

     The ratios referred to in clause (i) and clause (ii) above will be adjusted
on a pro forma basis to take into  account any net  proceeds of any rights issue
or similar equity  offering by the Company or the disposal of the Group's shares
in Zenith whether  pursuant to the Zenith Joint Venture  Agreement or otherwise.
Such  adjustments  will be made by reducing the aggregate amount of Consolidated
Gross  Borrowings  by the amount of any such net  proceeds  applied in permanent
prepayment of Consolidated  Gross  Borrowings as permitted under this Agreement,
by adjusting Consolidated Net Interest Expenditure by the greater of the average
interest  rate or the  interest  rate  of the  actual  debt  paid  down,  and by
adjusting  Consolidated EBITDA to account for the disposal of the Group's shares
in Zenith.

     8.9. Change of Control.

          (a) Notice of Change in Control or Control Event. On the occurrence of
     any Change in Control or Control  Event,  the Company  shall  promptly give
     written notice of such Change in Control or Control Event to each holder of
     Notes. In the case that a Change in Control has occurred, such notice shall
     contain and  constitute  an offer to prepay  Notes as  described in Section
     8.9(b) and shall be  accompanied  by the  certificate  described in Section
     8.9(e).

          (b) Offer to Prepay Notes.  The offer to prepay Notes  contemplated by
     Section 8.9(a) shall be an offer to prepay,  in accordance with and subject
     to this  Section  8.9,  all,  but not less than all, the Notes held by each
     holder (and in this case, "holder" in respect of any Note registered in the
     name  of a  nominee  for a  disclosed  beneficial  owner  shall  mean  such
     beneficial  owner) of Notes on a date specified in such offer (the "Control
     Prepayment  Date").  The Control Prepayment Date shall be 30 days after the
     date of such offer  (provided  that if such day is not a Business  Day than
     the Control  Prepayment  Date shall be the first Business Day  thereafter),
     but in no event  shall be later  than  the date the  facilities  under  the
     Syndicated Loan Agreement or any Committed  Medium-Term Bank Facilities are
     cancelled  and  outstandings  thereunder  are  declared  or become  due and
     payable  thereunder (the "Bank Control Payment Date").  The offer to prepay
     Notes contemplated by Section 8.9(a) shall specify the Bank Control Payment
     Date. If the Control  Prepayment Date shall not be specified in such offer,
     the Control  Prepayment Date shall be the earlier of (i) the 30th day after
     the date

                                      -46-
<PAGE>

     of such offer  (provided  that if such day is not a  Business  Day than the
     Control  Prepayment  Date shall be the first Business Day  thereafter)  and
     (ii) the Bank Control Payment Date.

          (c) Acceptance;  Rejection. A holder of Notes may accept or reject the
     offer to prepay made  pursuant  to this  Section 8.9 by causing a notice of
     such  acceptance  or  rejection  to be  delivered to the Company by 30 days
     after the  receipt of such  offer or if the Bank  Control  Payment  Date is
     sooner,  5 days  prior to the  Bank  Control  Payment  Date  (the  "Control
     Response  Date").  A failure by a holder of Notes to respond to such notice
     by  accepting  or  rejecting  such offer to prepay  made  pursuant  to this
     Section 8.9 by the Control  Response  Date shall be deemed to constitute an
     acceptance of such offer by such holder.

          (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
     Section  8.9  shall  be at  100% of the  principal  amount  of  such  Notes
     (together with interest  thereon accrued to the date of  prepayment),  plus
     accrued PIK Management Fees (together with interest  thereon accrued to the
     date of prepayment),  plus the Make-Whole Amount determined for the date of
     prepayment  with  respect  to such  principal  amount,  plus  all  deferred
     Make-Whole  Amounts  in  respect  of prior  prepayments  of the  Notes  and
     interest  thereon  accrued  to the date of  prepayment,  plus a  change  of
     control  fee in an  aggregate  amount  equal the Change of  Control  Amount
     determined  for the  date  of  prepayment  with  respect  to  such  prepaid
     principal  amount (the "Change of Control Fee"). Two Business Days prior to
     the Control  Prepayment  Date,  the Company shall deliver to each holder of
     Notes being  prepaid a  certificate  of a Senior  Financial  Officer of the
     Company  specifying  the  calculation  of such  Make-Whole  Amount and such
     Change of Control  Fee as of the  Control  Prepayment  Date (and  including
     copies of the Bloomberg Financial Markets Commodities News screen,  Reuters
     screen  or other  relevant  source of market  data  used to  determine  the
     relevant  Reinvestment Yield, as applicable).  The prepayment shall be made
     on the Control Prepayment Date.

          (e) Officer's Certificate.  Each offer to prepay the Notes pursuant to
     this  Section  8.9 shall be  accompanied  by a  certificate,  executed by a
     Senior  Financial  Officer of the Company and dated the date of such offer,
     specifying:  (i) the Control  Prepayment Date; (ii) that such offer is made
     pursuant  to this  Section  8.9;  (iii) the  principal  amount of each Note
     offered to be prepaid;  (iv) the estimated  Make-Whole Amount and Change of
     Control Fee, if any, due in connection with such prepayment  (calculated as
     if the date of the notice were the date of the  prepayment),  setting forth
     the  details  of  such  computation  (including  copies  of  the  Bloomberg
     Financial Markets Commodities News screen, Reuters screen or other relevant
     source of market data used to

                                      -47-
<PAGE>

     determine the relevant Reinvestment Yield, as applicable); (v) the interest
     that  would be due on each  Note  offered  to be  prepaid,  accrued  to the
     Control  Prepayment Date; (vi) that the conditions of this Section 8.9 have
     been fulfilled;  and (vii) in reasonable detail, the nature and date of the
     Change in Control.

          (f) Following Prepayment of the Notes. In the event of a prepayment of
     the Notes at any time prior to a Change of  Control or a Control  Event and
     the  occurrence  of a Change of Control or a Control  Event within 6 months
     following such prepayment, the Company will be obligated, as a separate and
     continuing  obligation,  to pay,  on the date of such  Change of Control or
     Control Event, to each holder of Notes (as of the date of such  prepayment)
     an amount  equal to the Change of Control  Amount  calculated  on the basis
     that such  prepayment was in connection with a Change of Control or Control
     Event on such prepayment date.  Furthermore,  the Company will, within five
     Business Days after any Responsible Officer has knowledge of the occurrence
     of any such Change in Control or Control Event, give written notice of such
     Change in Control or Control  Event to each holder of Notes (as of the date
     of such prepayment).

     8.10. Allocation of Partial Prepayments.

     In the case of each partial  prepayment of the Notes,  the principal amount
of the  Notes to be  prepaid  shall be  allocated  among  all  Notes at the time
outstanding in proportion,  as nearly as practicable,  to the respective  unpaid
principal amounts thereof not theretofore called for prepayment.

     8.11. Maturity; Surrender, etc.

     In the case of each  prepayment  of Notes  pursuant to this  Section 8, the
principal  amount of each Note to be  prepaid  shall  mature  and become due and
payable on the date fixed for such  prepayment,  together  with interest on such
principal amount accrued to such date and the applicable  Make-Whole  Amount, if
any.  From and  after  such  date,  unless  the  Issuer  shall  fail to pay such
principal  amount  when so due and  payable,  together  with  the  interest  and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be  surrendered  to the
Issuer and canceled  and shall not be  reissued,  and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

     8.12. Purchase of Notes.

     Neither the Issuer nor the Company will, nor will either of them permit any
Affiliate  to,  purchase,  redeem,  prepay or  otherwise  acquire,  directly  or
indirectly,  any of the  outstanding  Notes  except  (a)  upon  the  payment  or
prepayment of the

                                      -48-
<PAGE>

Notes in  accordance  with  the  terms of this  Agreement  and the  Notes or (b)
pursuant to an offer made by the Issuer,  the Company or any such  Affiliate  to
all holders of the Notes then  outstanding  to purchase  Notes on the same terms
and  conditions,  pro rata among all Notes  tendered,  which offer shall  remain
outstanding for a reasonable period of time (not to be less than 30 days).

     Any Notes so repurchased  shall  immediately  upon  acquisition  thereof be
cancelled and no Notes shall be issued in substitution or exchange therefor.

     Promptly  and in any  event  within  five  Business  Days  after  each such
purchase  of Notes,  the Issuer  will  furnish  each  holder of the Notes with a
certificate of a Senior Financial Officer of the Issuer describing such purchase
(including the aggregate principal amount of Notes so purchased and the purchase
price  therefor) and certifying  that such purchase was made in compliance  with
the requirements of this Section.

     8.13. Make-Whole Amount.

     The term  "Make-Whole  Amount"  means,  with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining  Scheduled
Payments  with  respect to the Called  Principal of such Note over the amount of
such Called Principal,  provided that the Make-Whole Amount shall in no event be
less than zero.  For the purposes of  determining  the  Make-Whole  Amount,  the
following terms have the following meanings:

     "Applicable Margin" means 0.50% (50 basis points).

     "Called  Principal"  means, with respect to any Note, the principal of such
Note that is to be prepaid pursuant to Section 8 or has become or is declared to
be  immediately  due and  payable  pursuant  to  Section  12.1,  as the  context
requires.

     "Discounted Value" means, 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  (applied  on the same
periodic basis as that on which interest on the Existing Notes is payable) equal
to the Reinvestment Yield with respect to such Called Principal.

     "Reinvestment  Yield"  means,  with respect to the Called  Principal of any
Note, the sum of the Applicable Margin plus the yield to maturity implied by (i)
the  yields  reported,  as of 10:00  A.M.  (New  York City  time) on the  second
Business  Day  preceding  the  Settlement  Date  with  respect  to  such  Called
Principal,  on (x)  the  Bloomberg  Financial  Markets  News  screen  PX1 or the
equivalent  screen provided by Bloomberg  Financial Markets News, or (y) if such
on-line market data is not at the time provided by Bloomberg  Financial  Markets
News, on the display  designated

                                      -49-
<PAGE>

as "Page 500" on the Telerate service (or such other display as may replace Page
500 on the  Telerate  service),  in any case 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, or (ii) if such yields are not reported as
of such  time or the  yields  reported  as of such  time  are not  ascertainable
(including  by way of  interpolation),  the Treasury  Constant  Maturity  Series
Yields reported,  for the latest day for which such yields have been so reported
as of the second Business Day 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 will 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 (1) the actively traded U.S.  Treasury security with a maturity
closest to and greater  than the  Remaining  Average  Life and (2) the  actively
traded  U.S.  Treasury  security  with a  maturity  closest to and less than the
Remaining Average Life.

     "Remaining  Average Life" means, with respect to any Called Principal,  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) the principal component of each Remaining Scheduled Payment with
respect to such Called  Principal by (b) the number of years  (calculated to the
nearest  one-twelfth  year) that 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" means, with respect to the Called Principal
of any Note,  all payments of such Called  Principal  and interest  thereon that
would be due 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,
provided that if such Settlement  Date is not a date on which interest  payments
are due to be made  under the terms of the  Notes,  then the  amount of the next
succeeding  scheduled interest payment will be reduced by the amount of interest
accrued to such  Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8 or 12.1.

     "Settlement  Date" means, with respect to the Called Principal of any Note,
the date on which such Called  Principal is to be prepaid  pursuant to Section 8
or has become or is  declared  to be  immediately  due and  payable  pursuant to
Section 12.1, as the context requires.

     The  Make-Whole  Amount shall be calculated for any prepayment or repayment
of the  Notes  based  on the  interest  rate,  interest  payment  and  mandatory
prepayment  schedule and maturity date of the notes as set forth in the Existing

                                      -50-
<PAGE>

Notes  and the  Existing  Note  Purchase  Agreements  in each  case as in effect
immediately prior to the Effective Date.

     Each of the Company  and the Issuer  acknowledges,  and the parties  hereto
agree,  that the right of each holder to have  maintained  its investment in the
Notes to the  maturity  date  thereof  free from  prepayment  by the Issuer is a
valuable right and that the provision for the payment of a Make-Whole  Amount by
the  Company,  in the event that the Notes are  prepaid  under the terms of this
Agreement or are  accelerated  as a result of an Event of Default  under certain
circumstances,  is intended to provide  compensation for the deprivation of such
right  in  connection  with  the  circumstances  under  which  the  transactions
contemplated by this Agreement (including, without limitation, the Restructuring
Transaction)  have been  agreed and under any  circumstances  arising  out of an
Event of Default.

     8.14. Deferred Make-Whole Amount.

          (a) In the event of a prepayment by the Issuer of less than all of the
     Notes prior to the Bank Refinancing  Date, the Make-Whole Amount in respect
     of such  partial  repayment  shall be deferred  (the  "Deferred  Make-Whole
     Amount") and payable on the earliest of (i) the  prepayment  in full of the
     Notes,  (ii)  the Bank  Refinancing  Date,  (iii)  any  enforcement  of the
     Security  or any of the  Subsidiary  Guarantees,  (iv) any of the Events of
     Default  described in paragraph  (h), (i), (j) or (k) of Section 11, or (v)
     any of the Notes  becoming due and  payable,  whether  automatically  or by
     declaration.

          (b) Interest  shall accrue on such Deferred  Make-Whole  Amount at all
     times on and after the date on which the Issuer makes the partial repayment
     in respect of which such Deferred  Make-Whole  Amount was calculated at the
     rate of  9.25%  per  annum  and  otherwise  in the same  manner  as if such
     Deferred  Make-Whole  Amount  was  principal  of the Notes  (the  "Deferred
     Make-Whole  Interest"),  and the Company shall pay such Deferred Make-Whole
     Interest in full in arrears,  on the date on which the Deferred  Make-Whole
     Amount is payable.

     8.15. Payments Subject to Intercreditor Agreement.

     For the avoidance of doubt, all prepayments made by the Company pursuant to
this  Section 8 shall be made in  accordance  with,  and shall be subject to the
terms of, the terms of the Intercreditor Agreement.

     9. AFFIRMATIVE COVENANTS.

     9.1. Prior to the Put Elimination Date.

     Prior to the Put  Elimination  Date, the Issuer and the Company jointly and
severally covenant that so long as any of the Notes are outstanding:

                                      -51-
<PAGE>

          9.1.1. Compliance with Law.

          The  Company  will and will cause each of its  Subsidiaries  to comply
     with all laws,  ordinances or governmental rules or regulations material to
     the  ownership of their  respective  properties  or to the conduct of their
     respective  businesses to which each of them is subject,  including without
     limitation  Environmental  Laws, and will obtain and maintain in effect all
     licenses,   certificates,   permits,   franchises  and  other  governmental
     authorizations  material to the ownership of their respective properties or
     to the conduct of their respective businesses.

          9.1.2. Corporate Existence, etc.

          Subject to Section 10.1.4,  each of the Issuer and the Company will at
     all  times  preserve  and  keep in full  force  and  effect  its  corporate
     existence.  Subject to Sections 10.1.3 and 10.1.4,  the Company will at all
     times preserve and keep in full force and effect the corporate existence of
     each of its  other  Subsidiaries  (unless  merged  into  the  Company  or a
     Subsidiary)   and  all  rights  and  franchises  of  the  Company  and  its
     Subsidiaries  unless,  in the  good  faith  judgment  of the  Company,  the
     termination  of or  failure to  preserve  and keep in full force and effect
     such corporate existence,  right or franchise could not, individually or in
     the aggregate, have a Material Adverse Effect.

          9.1.3. Consents and Licenses.

          The Company and its Subsidiaries  will obtain or cause to be obtained,
     maintain in full force and effect and comply in all material  respects with
     the conditions and restrictions (if any) imposed in, or in connection with,
     every material consent, authorization,  licence or approval of governmental
     or public bodies or  authorities or courts and do, or cause to be done, all
     other  acts and  things  which  may from  time to time be  necessary  under
     applicable law for the continued due  performance of all their  obligations
     under this Agreement, the Notes, the Subsidiary Guarantees and the Security
     Documents,  and in the case of any such  Security  Documents,  prior to the
     execution of such Security Documents.

          9.1.4. Proceeds from Syndicated Loan Agreement.

          The  Company  will ensure  that the  proceeds  of  drawings  under the
     Syndicated  Loan  Agreement  are used  exclusively  for  general  corporate
     purposes.

          9.1.5. Pari Passu.

          Except as  preferences  and  priorities  are  created in favor of, and
     allocated among the Banks and the Noteholders pursuant to the

                                      -52-
<PAGE>

     Intercreditor  Agreement,  the Common  Security Trust Deed and the Security
     Documents,  the  Company  will  ensure  that (a) the  Obligors'  respective
     obligations  under the Notes, this Agreement and the Guarantees will at all
     times rank at least pari passu with all of the Obligors' other  outstanding
     unsecured and unsubordinated  Indebtedness (including,  without limitation,
     borrowings  under  the  Syndicated  Loan   Agreement),   except  for  those
     obligations that are mandatorily preferred by law and not by contract,  and
     (b) the Security  will have at all times first ranking  priority,  and will
     not be  subject  at any time to any prior  ranking  or pari  passu  ranking
     Encumbrances  other than  Permitted  Encumbrances  (except as  specifically
     stated in the Security Memorandum).

          9.1.6. Tax.

          The Company and the Issuer will ensure that each Obligor maintains its
     tax residence in the jurisdiction of  incorporation  and is not resident or
     liable to tax in any other jurisdiction.

          9.1.7. Pension Schemes.

          The  Company  will  ensure  that  it  and  each  of  its  Subsidiaries
     contributes  to the  pension  schemes  from time to time  applying to their
     employees in the United States, except to the extent it could not result in
     material  liability,  and  elsewhere at the rate required of them under all
     applicable laws or, if greater, in accordance with the terms governing such
     pension  schemes  provided that nothing in this  Agreement  shall prevent a
     member of the Group  terminating  its  liability to contribute to a pension
     scheme in  accordance  with its  terms,  amending a pension  scheme  and/or
     establishing new pension arrangements or amending a pension scheme.

          9.1.8. Interest Rate Hedging and Foreign Exchange Hedging.

          The Company will ensure that with effect from the  Effective  Date the
     Hedging   Strategy  is   implemented  by  the  entry  into  of  appropriate
     Derivatives  Contracts  from time to time and will ensure that no member of
     the Group enters into any other  Derivatives  Contract which is speculative
     or does not relate to the hedging of exposures or liabilities of members of
     the Group incurred in the ordinary course of trading.

          9.1.9. ERISA.

               (a) The Company will promptly and in any event within thirty days
          after the filing  thereof  with the  Internal  Revenue  Service of the
          United States,  deliver to the  Noteholders  copies of each Schedule B
          (Actuarial Information) to the Annual Report (IRS Form 5500 Series) if

                                      -53-
<PAGE>

          required  with respect to each Plan covered by Title IV of ERISA other
          than a Multiemployer Plan.

               (b)  The  Company  will  promptly  and in any  event  within  ten
          Business  Days after any Obligor  knows or has reason to know that any
          ERISA  Event (i) has  occurred  or (ii) will  occur in the case of any
          ERISA Event which requires advance notice under Section  4043(b)(3) of
          ERISA,  to deliver to the  Noteholders a statement of the treasurer or
          chief  financial  officer of the  Parent or such  other  member of the
          Group or ERISA  Affiliate  describing such ERISA Event and the action,
          if any,  which  such  member  of the  Group  or such  ERISA  Affiliate
          proposes to take with respect thereto.

               (c) The  Company  will  promptly  and in any  event  within  five
          Business  Days after  receipt  thereof by the Obligor or ten  Business
          Days  after  receipt  thereof  by any member of the Group or any ERISA
          Affiliate other than the Obligor, to deliver to the Noteholders copies
          of each notice from PBGC stating its  intention to terminate  any Plan
          or to have a trustee appointed to administer any Plan.

               (d) ensure that,  during the term of this Agreement,  neither any
          Subsidiary  incorporated  in the United States nor any ERISA Affiliate
          shall agree to contribute,  or assume any obligation to contribute, to
          any Multiemployer Plan without notifying the Noteholders.

          9.1.10. Margin Stock.

          The Company will ensure that no amounts  raised  under the  Syndicated
     Loan Agreement will be used,  directly or indirectly,  to purchase or carry
     margin stock.

          9.1.11. Guarantees and Security from Material Subsidiaries.

               (a) The Company will procure,  to the extent  consistent with the
          principles agreed in the Security Memorandum:

                    (i) that documentation,  in form and substance  satisfactory
               to the Noteholders  (acting  reasonably),  supplemental to and/or
               incorporating provisions substantially the same as the Subsidiary
               Guarantees  and/or such other relevant  Security  Documents,  and
               such ancillary  documentation  as the  Noteholders may reasonably
               require,  shall be executed and delivered to the  Noteholders  by
               any Material Subsidiary incorporated in (or formed under the laws
               of) England and

                                      -54-
<PAGE>

               Wales,  the United States of America,  Germany or the Netherlands
               which  has  not  already  granted  a  Subsidiary   Guarantee  and
               Encumbrances in accordance with the Security  Memorandum (in each
               case together with legal  opinions  relating  thereto in form and
               substance satisfactory to the Noteholders (acting reasonably)) as
               soon as is reasonably practicable and in any event within 45 days
               of such  requirement  arising  under this  subclause  (i), to the
               intent that each such  Material  Subsidiary  shall  guarantee the
               obligations of the Obligors under this Agreement,  the Notes, the
               Subsidiary  Guarantees  and the  Security  Documents  and  create
               Encumbrances  securing such  obligations  in accordance  with the
               Security Memorandum; and

                    (ii) that the immediate  holding  company of every member of
               the  Group  required  to  provide  security  and/or  a  guarantee
               pursuant to this Section  9.1.11  (each a "relevant  Subsidiary")
               executes  and  delivers  to  the  Noteholders,   as  soon  as  is
               reasonably practicable and in any event on or before the deadline
               under this Section  9.1.11 for the execution and delivery of such
               security   and/or   guarantee   by   its   relevant   Subsidiary,
               documentation,  in form and substance reasonably  satisfactory to
               the Noteholders  which creates an Encumbrance  over the shares in
               such  relevant  Subsidiary  (if such  shares are not  already the
               subject of an Encumbrance created by a Security Document which is
               governed  by the laws of the  jurisdiction  of  incorporation  or
               formation of such  relevant  Subsidiary  executed by such holding
               company)  and,  in  the  case  of  relevant   holding   companies
               incorporated  or formed in England  and Wales  only,  a fixed and
               floating  charge over all the assets and  undertaking of any such
               holding  company  governed  by the laws of England  and Wales (if
               such assets and  undertaking  are not already the subject of such
               fixed and floating  charge created by a Security  Document) and a
               guarantee  of the  obligations  of the  Obligors  under  the this
               Agreement,  the Notes, the Subsidiary Guarantees and the Security
               Documents  (if such  guarantee  has not  already  been  executed)
               together with such ancillary documentation as the Noteholders may
               reasonably  require and legal opinions,  in each case in form and
               substance satisfactory to the Noteholders (acting reasonably).

               (b) For the avoidance of doubt, the refinancing of the Syndicated
          Loan  Agreement   shall  not  give  rise  to  any  obligation  of  the
          Noteholders  to  release  any  Guarantee  or  Security  unless the Put
          Elimination  Date  shall have  occurred  and such  refinancing  is not
          secured.  On the Put  Elimination  Date,  all  Security  (but  not any

                                      -55-
<PAGE>

          Guarantees)  shall  be  released  (and  the  Intercreditor   Agreement
          terminated) by the Noteholders so long as the Company has provided the
          Noteholders  with evidence in form and substance  satisfactory  to the
          Noteholders  that such refinancing of the Syndicated Loan Agreement is
          wholly unsecured and does not require priority treatment.

               (c) For purposes of this Section 9.1.11, "holding company" means,
          in  relation  to a  Person,  an  entity  of  which  that  Person  is a
          Subsidiary.

          9.1.12. Preference Shares.

          The Company will ensure that preference shares will be redeemed by the
     Group  no  earlier  than  their  stated  maturity  as at the  date  of this
     Agreement (which in the case of Lighthouse and its Subsidiaries are set out
     in  Schedule  9.1.12)  or,  in the  case of  preference  shares  issued  in
     accordance with Section 10.1.8, no earlier than their stated maturity as at
     the date of their issue.

          9.1.13. Environmental.

          The Company will ensure that each member of the Group will comply with
     all Environmental Laws and all authorizations required by any Environmental
     Law  applicable  to its  business to the extent that a failure to so comply
     would be reasonably expected to have a Material Adverse Effect.

          9.1.14. Cash Management Arrangements.

               (a) The Company will ensure that it will use its best  endeavours
          to procure  that cash held by members of the  Non-Guarantor  Group and
          which is not  required to meet  working  capital  liabilities  will be
          repatriated  directly or indirectly to the bank account of a member of
          the Guarantor Group located in England and Wales or the United States,
          to the  extent  that  such  repatriation  can be done  in a legal  and
          tax-efficient   manner  and   without   incurring   costs   which  are
          disproportionate to the benefit to the Noteholders.

               (b) The Company  will  procure that the members of the Group will
          conduct  their  Cash  Pooling  Arrangements  in the UK, the US and the
          Euro-Zone   with  a  Bank  or  Banks,   excluding   the  Cash  Pooling
          Arrangements  listed in Schedule  9.1.14 for so long as they  continue
          pursuant  to the same terms as and from  March 27,  2002 and except as
          otherwise agreed in writing with the Majority Holders.

                                      -56-
<PAGE>

               (c)  The  Company  will  not  permit  any  member  of  the  Group
          incorporated  or formed in the United  States or in England  and Wales
          that is not a  Subsidiary  Guarantor to be a party to any Cash Pooling
          Arrangements with any other member or members of the Group, other than
          where the value of any loans, credit, rights of set-off,  guarantee or
          other Encumbrance provided to such member or members of the Group does
          not exceed (pound)500,000 and (for the avoidance of doubt) such loans,
          credit, rights of set-off,  guarantee or other Encumbrance  constitute
          Permitted Investments.

     9.2. Following the Put Elimination Date.

     On and after the Put  Elimination  Date, the Issuer and the Company jointly
and severally covenant that so long as any of the Notes are outstanding:

          9.2.1. Compliance with Law.

          The  Company  will and will cause each of its  Subsidiaries  to comply
     with all laws,  ordinances or  governmental  rules or  regulations to which
     each of them is subject,  including without limitation  Environmental Laws,
     and will obtain and maintain in effect all licenses, certificates, permits,
     franchises and other governmental authorizations necessary to the ownership
     of their  respective  properties  or to the  conduct  of  their  respective
     businesses,   in  each  case  to  the  extent   necessary  to  ensure  that
     non-compliance  with  such  laws,   ordinances  or  governmental  rules  or
     regulations  or failures  to obtain or  maintain  in effect such  licenses,
     certificates,  permits,  franchises and other  governmental  authorizations
     could not, individually or in the aggregate, reasonably be expected to have
     a Material Adverse Effect.

          9.2.2. Corporate Existence, etc.

          Subject to Section 10.2.4,  each of the Issuer and the Company will at
     all  times  preserve  and  keep in full  force  and  effect  its  corporate
     existence.  Subject to Sections 10.2.3 and 10.2.4,  the Company will at all
     times preserve and keep in full force and effect the corporate existence of
     each of its  other  Subsidiaries  (unless  merged  into  the  Company  or a
     Subsidiary)   and  all  rights  and  franchises  of  the  Company  and  its
     Subsidiaries  unless,  in the  good  faith  judgment  of the  Company,  the
     termination  of or  failure to  preserve  and keep in full force and effect
     such corporate existence,  right or franchise could not, individually or in
     the aggregate, have a Material Adverse Effect.

          9.2.3. Maintenance of Committed Medium-Term Bank Facilities.

          At all  times  after  the Put  Elimination  Date,  the  Company  shall
     maintain   Committed   Medium-Term   Bank   Facilities   having   committed

                                      -57-
<PAGE>

     availability levels which, in the aggregate,  on any date of determination,
     are greater than or equal to the  aggregate  principal  amount of the Notes
     outstanding  (provided  that the Company  shall not be in violation of this
     covenant  if  any  bank  or  other  financial  institution  providing  such
     facilities shall be required,  by reason of illegality,  increased costs or
     regulatory restriction as set forth in customary banking documentation,  to
     withdraw such facilities).

     9.3. Generally.

     The Issuer and the Company  jointly and severally  covenant that so long as
any of the Notes are outstanding:

          9.3.1. Insurance.

          The Company will and will cause each of its Material  Subsidiaries  to
     maintain,  with financially  sound and reputable  insurers,  insurance with
     respect  to  their  respective   properties  and  businesses  against  such
     casualties  and  contingencies,  of such  types,  on such terms and in such
     amounts  (including  deductibles,   co-insurance  and  self-insurance,   if
     adequate  reserves are maintained with respect  thereto) as is customary in
     the case of entities of  established  reputations  engaged in the same or a
     similar business and similarly situated.

          9.3.2. Maintenance of Properties.

          The Company will and will cause each of its  Subsidiaries  to maintain
     and keep, or cause to be maintained and kept, their  respective  properties
     in good repair,  working order and condition  (other than ordinary wear and
     tear),  so that the  business  carried on in  connection  therewith  may be
     properly  conducted  at all times,  provided  that this  Section  shall not
     prevent the Company or any Subsidiary from  discontinuing the operation and
     the  maintenance of any of its properties if the Company has concluded that
     such  discontinuance  is  desirable in the conduct of its business and that
     such discontinuance could not, individually or in the aggregate, reasonably
     be expected to have a Material Adverse Effect.

          9.3.3. Payment of Taxes and Claims.

          The Company will and will cause each of its  Subsidiaries  to file all
     tax returns required to be filed by them in any jurisdiction and to pay and
     discharge  all taxes  shown to be due and  payable on such  returns and all
     other taxes,  assessments,  governmental charges, or levies imposed on them
     or any of their  properties,  assets,  income or franchises,  to the extent
     such taxes and assessments have become due and payable and before they have
     become delinquent and all claims for which sums have become due and

                                      -58-
<PAGE>

     payable that have or might become a Encumbrance  on properties or assets of
     the Company or any  Subsidiary,  provided  that neither the Company nor any
     Subsidiary  need  file a tax  return or pay any such tax or  assessment  or
     claims if (a) the amount, applicability or validity thereof is contested by
     the  Company  or such  Subsidiary  on a timely  basis in good  faith and in
     appropriate  proceedings,  and the Company or a Subsidiary has  established
     adequate  reserves  therefor  in  accordance  with GAAP on the books of the
     Company or such Subsidiary or (b) the nonfiling of all such tax returns and
     the nonpayment of all such taxes,  assessments  and claims in the aggregate
     could not reasonably be expected to have a Material Adverse Effect.

          9.3.4. Lines of Business.

          The  Company and its  Subsidiaries  taken as a whole will at all times
     remain principally engaged in the marketing communications and/or marketing
     and media services  businesses or businesses  reasonably related thereto or
     in furtherance thereof.

          9.3.5.   Additional  Subsidiary  Guarantors;   Release  of  Subsidiary
     Guarantors.

               (a) The Company will cause each of its Subsidiaries  that becomes
          a borrower or a guarantor  under or in respect of the Syndicated  Loan
          Agreement,  any Committed Medium-Term Bank Facilities or a Bank Credit
          Facility  on or  after  the  Effective  Date to  become  a  Subsidiary
          Guarantor,  prior to or concurrently  with so becoming a borrower or a
          guarantor  under any such other loan  facility,  by delivering to each
          holder  of the Notes  (and/or  the  Common  Security  Trustee  for the
          benefit of the Noteholders,  as applicable) (i) a Subsidiary Guarantee
          duly  executed by that  Subsidiary,  (ii) the  documents  described in
          Exhibit  9.3.5  and  (iii)  opinions  of  reputable   counsel  in  the
          jurisdiction   of   organization   of   that   Subsidiary   reasonably
          satisfactory to the Majority  Holders and of White & Case LLP or other
          counsel  reasonably   satisfactory  to  the  Majority  Holders  (which
          opinions shall be reasonably  satisfactory to the Majority Holders and
          may be subject to customary exceptions, qualifications and limitations
          under the  circumstances  none of which may  relate to the  absence of
          shareholder  approval or be material to the practical  realization  of
          the benefits of a guarantee of Borrowed Money) to the effect that such
          Subsidiary Guarantee has been duly authorized,  executed and delivered
          by such Subsidiary and is valid, binding and enforceable in accordance
          with its terms.

               (b) Any Subsidiary  Guarantor which has ceased to be a Subsidiary
          pursuant to a disposition permitted under the terms of this

                                      -59-
<PAGE>

          Agreement,  the Intercreditor  Agreement and the Common Security Trust
          Deed or which is the subject of a binding  agreement under which it is
          to cease to be a Subsidiary pursuant to a disposition  permitted under
          the  terms of this  Agreement,  the  Intercreditor  Agreement  and the
          Common  Security Trust Deed shall,  at the request of the Company,  be
          discharged  from all of its  obligations  and  liabilities  under  its
          Subsidiary  Guarantee by the Majority  Holders entering into a release
          in form and substance reasonably satisfactory to the Majority Holders,
          and each holder of a Note, by acceptance of such Note, agrees to enter
          into such a satisfactory  release  promptly upon request,  provided in
          each case  that (i) after  giving  effect to such  release  (including
          without   limitation  such  Subsidiary  ceasing  to  be  a  Subsidiary
          Guarantor for purposes of Sections 10.1.1,  10.1.2,  10.2.1 and 10.2.2
          of this  Agreement) no Default or Event of Default shall have occurred
          and be  continuing,  (ii) no amount is then due and payable  under the
          Subsidiary  Guarantee  of  such  Subsidiary   Guarantor,   (iii)  such
          Subsidiary  Guarantor  is not at the time a  borrower  or a  guarantor
          under the Syndicated  Loan Agreement or any other Bank Credit Facility
          or a guarantor of any other  Borrowed  Money of the Company or another
          Subsidiary  Guarantor that is not also concurrently being released and
          (iv) such request shall be  accompanied  by a certificate  of a Senior
          Financial  Officer of the Company to the foregoing  effect and setting
          forth the information  (including detailed  computations)  required to
          establish compliance with the foregoing requirements.

               (c)  Notwithstanding  anything  in  this  Section  9.3.6  to  the
          contrary,  no  Designated  non-U.S.  Subsidiary  shall be  required to
          become a Subsidiary Guarantor to the extent that it becomes a borrower
          or a guarantor  under or in respect of the Syndicated  Loan Agreement,
          any Committed Medium-Term Bank Facilities or a Bank Credit Facility on
          or after the Effective Date provided that the Bank Finance  Parties or
          the banks and lending institutions party to such Committed Medium-Term
          Bank Facilities or such Bank Facilities  agree to share any recoveries
          with the Noteholders on a pari passu basis pursuant to the terms of an
          intercreditor  agreement  in  form,  scope  and  substance  reasonably
          satisfactory to the Noteholders.

          9.3.6. Zenith and Facilities Group.

          The Company will ensure that:

               (a) within thirty (30) Business Days after the Effective Date the
          Zenith SPV shall have acceded to the  Facilities  Group Joint  Venture
          Agreement  and that all of the Group's  right,  interest  and title

                                      -60-
<PAGE>

          to shares in  Facilities  Group  shall  have been  transferred  to the
          Zenith SPV;

               (b) no  member  of the Group  will  terminate,  amend or vary (or
          acquiesce in any termination,  amendment or variation of) the terms of
          the Zenith Joint Venture  Agreement in a way which might reasonably be
          expected to adversely  affect the Group's rights or interests under or
          in respect of the put and call options  contained  therein relating to
          the  Group's  shares in the  Zenith  (except  as  otherwise  expressly
          required in this  Agreement) or which might  reasonably be expected to
          adversely  affect  (or  delay)  the  amount of  receipt  of any amount
          referred to Section 8.7;

               (c) any and all of the  Group's  right,  interest  and  title  in
          respect  of the  shares  in  Zenith  will be held at all  times by the
          Zenith SPV;

               (d) the Zenith SPV will not carry out any  trading,  business  or
          other  activity  or own any  material  assets  other than  holding the
          shares in Zenith and Facilities Group, acting in relation to the joint
          ventures  constituted  by the Zenith Joint  Venture  Agreement and the
          Facilities Group Joint Venture Agreement,  and complying with the call
          options or  exercising  the put options under the Zenith Joint Venture
          Agreement  and will not incur any material  liabilities  of any nature
          whatsoever  (whether actual or contingent)  other than (i) liabilities
          for reasonable  professional  fees, (ii) liabilities  under the Zenith
          Joint Venture Agreement and Facilities Group Joint Venture  Agreement,
          (iii)  liabilities   under  the  Security   Documents  and  Subsidiary
          Guarantees  to which it is  party,  (iv)  liabilities  under any loans
          entered into with the Company in  connection  with the transfer of the
          shares in Zenith and  Facilities  Group from the Company to the Zenith
          SPV, and (v) liabilities which will arise if it were wound up;

               (e) the Zenith SPV will not transfer or otherwise dispense of any
          interest  in any of the  shares  it holds  from time to time in Zenith
          other than (i)  pursuant  to the  exercise  of a call  option or a put
          option under the Zenith Joint Venture  Agreement or (ii) pursuant to a
          transfer or other  disposal  to a person  which is not a member of the
          Group and where the Net  Proceeds of such  transfer or disposal are at
          least equal to the Net  Proceeds  which would be received by the Group
          following  the  exercise  of the put  option  under the  Zenith  Joint
          Venture  Agreement at such a time, in each case where the Net Proceeds
          are applied  (prior to the Put  Elimination  Date) in accordance  with
          Section 8.7, and will not create any Encumbrance  over any interest in
          any of

                                      -61-
<PAGE>

          the  shares  it  holds  from  time to time in  Zenith  except  under a
          Security Document; and

               (f) following  the transfer of the shares in Facilities  Group to
          the Zenith SPV, any and all of the Group's  right,  interest and title
          in respect of the shares in Facilities Group will be held at all times
          by the Zenith SPV.

          9.3.7. Executive Order 13224 of September 23, 2001.

          The  Company  will  ensure  that no member of the Group will  become a
     person  or  entity  described  by  Section 1 of  Executive  Order  13224 of
     September  23, 2001 Blocking  Property and  Prohibiting  Transactions  With
     Persons Who Commit,  Threaten to Commit, or Support Terrorism,  Exec. Order
     No.  13,224 66 Fed.  Reg.  49,079  (2001),  and neither the Company nor any
     Subsidiary will knowingly  become engaged in any dealings or  transactions,
     or be otherwise associated,  with any such persons or entities in violation
     of such Executive Order.

          9.3.8. Audited Financial Statements for Fiscal Year 2001.

          The Company will  deliver to the  Noteholders  within 5 Business  Days
     after the Effective Date the audited  consolidated  financial statements of
     the Group for the Fiscal Year ended December 31, 2001.

          9.3.9. Cordiant Communications Group Australia Pty Limited.

          The Company  will deliver to the  Noteholders  within 3 days after the
     Effective Date the constitution of Cordiant  Communications Group Australia
     Pty Limited and to procure  that  Chafma B.V.  delivers to the  Noteholders
     within 3 days  after  the  Effective  Date  the  constitution  of  Cordiant
     Communications (Australia) Pty Limited.

     10. NEGATIVE COVENANTS.

     10.1. Prior to the Put Elimination Date.

     Prior to the Put  Elimination  Date, the Issuer and the Company jointly and
severally covenant that so long as any of the Notes are outstanding:

          10.1.1. Negative Pledge.

          Save for  Permitted  Encumbrances,  the  Company  will not  permit any
     Encumbrance  by any member of the Group to subsist,  arise or be created or
     extended  over  all or any  part of its  present  or  future  undertakings,
     assets,

                                      -62-
<PAGE>

     rights or revenues  to secure or prefer any present or future  Indebtedness
     of any member of the Group or any other person.

          10.1.2. Other Borrowed Money and Finance Transactions.

          The Company  will not,  and will  procure  that no other member of the
     Group  will,  incur or permit to exist on its  behalf  any  obligations  in
     respect of Borrowed  Money,  including  Finance  Leases,  whether on or off
     balance  sheet,  to any  person,  or any  sale  and  leaseback  except  for
     Permitted Borrowed Money.

          10.1.3. No Amalgamation and Merger.

          The Company will not permit an Obligor to amalgamate or merge with any
     other company or person in circumstances  where the Obligor ceases to exist
     or  where  any  obligation  of  such  Obligor  to the  Noteholders  (or any
     Encumbrance  under  any  Security  Document)  is or  may  be  detrimentally
     affected.

          10.1.4. Disposals.

          The Company will not and will  procure  that none of its  Subsidiaries
     will sell,  transfer,  lease,  surrender,  lend or otherwise dispose of the
     whole or any part of its present or future undertakings, assets or revenues
     whether  by one or a series of  transactions  related or not (or enter into
     any  binding  commitment  to do any of the  same  (whether  conditional  or
     otherwise)) (each a "disposal") except for Permitted Disposals, and so that
     where the asset or assets  the  subject  of a  disposal  permitted  by this
     clause  (whether as a Permitted  Disposal or with the prior written consent
     of the Majority  Holders (but excluding the assets  referred to in the last
     paragraph of clause (c) of the  definition of "Permitted  Disposals" in the
     case  of  any  disposal  under  such  clause))  is  or  are  subject  to an
     Encumbrance created by the Security Documents,  the consent of the Majority
     Holders (but without  prejudice or  responsibility  to or in respect of any
     other  requisite  consent)  shall be  granted  (and  shall be  deemed to be
     granted)  for  the  release  of the  Encumbrance  created  by the  Security
     Documents  over such  assets  provided  that no Default or Event of Default
     shall have occurred and be continuing  neither  remedied nor waived and the
     Majority Holders shall accordingly  instruct the Common Security Trustee to
     grant the relevant releases.

          10.1.5. Loans and Guarantees.

          The Company will not,  and will procure that none of its  Subsidiaries
     will,  make any loans,  grant any credit (except for normal trade credit in
     the ordinary  course of day-to-day  trading) or give any guarantee save for
     (a) Permitted Guarantees to or for the benefit of any Person, and (b) loans
     or

                                      -63-
<PAGE>

     credit  to a member  of the  Guarantor  Group or loans or  credit  from one
     member of the  Non-Guarantor  Group to another member of the  Non-Guarantor
     Group and loans or credit constituting Permitted Investments.

          10.1.6. Acquisitions.

          Save for  Permitted  Acquisitions,  the  Company  will  not,  and will
     procure that none of its Subsidiaries  will, acquire or make any investment
     in any  companies,  joint  ventures  or  partnerships  or other  persons or
     acquire any businesses  (or interests  therein) (or commit to do any of the
     same (whether conditionally or otherwise)), and for the avoidance of doubt,
     any  such  acquired   businesses  shall  be  immediately   subject  to  the
     undertakings in Sections 9.1.11 and 10.1.2.

          10.1.7. Change of Business.

          The Company will not,  and will procure that none of its  Subsidiaries
     will make any material  change to the general  nature of its business which
     would  constitute  a material  change in the nature of the  business of the
     Group taken as a whole from that carried on at the date of this Agreement.

          10.1.8. Preference Shares.

          The Company will not,  and will procure that none of its  Subsidiaries
     will,  issue any shares or stock which are  redeemable at the option of the
     holder thereof or which mature or are  mandatorily  redeemable or which are
     convertible or exchangeable for Borrowed Money of the Group save as set out
     in Schedule 9.1.12.

          10.1.9. Transactions Similar to Security.

          The Company  will not,  and will  procure  that no other member of the
     Group will:

               (a)  sell or  otherwise  dispose  of any of its  assets  on terms
          whereby such asset is or may be leased to, or  re-acquired or acquired
          by, the Parent or any other member of the Group; or

               (b) sell, factor,  discount, or dispose of any of its receivables
          other than the sale, factoring, discounting or disposal of receivables
          on a non-recourse  basis where the aggregate  amount of receivables so
          sold, factored,  discounted or disposed does not exceed (pound)500,000
          (or its equivalent) in aggregate.

                                      -64-
<PAGE>

          10.1.10. Rights Issue/Equity Raising.

          The  Company  will not  issue  any  shares or  otherwise  acquire  any
     additional  capital  other than:

               (a) the issue of ordinary  shares to the extent  permitted (i) as
          consideration  for  those  acquisitions  set  out in  Schedule  10.1.6
          pursuant to the Company's obligations (actual or contingent) as at the
          Effective  Date or (ii) in  consideration  of  Permitted  Acquisitions
          (other than those referred to in subclause (i)); and

               (b) the issue of ordinary  shares for cash payable in full on the
          date of issue  and which  ordinary  shares do not carry any right to a
          return or to  redemption  nor any right to be  converted  into  shares
          carrying such right before all amounts  (whether actual or contingent)
          owing  under the Notes have been paid in full,  or the  granting of an
          option to call on the Company to issue such shares,

     and it will at all times  procure  that no other  member of the Group  will
     issue any shares or otherwise acquire any additional  capital (or grant any
     rights to call for the issue or  allotment  of any of the same)  other than
     the issue of shares by a member of the Group to another member of the Group
     described in clause (b) of the  definition of "Permitted  Acquisitions"  or
     constituting  Permitted  Investments  provided  that (A) where the existing
     shares in such member of the Group are subject to an Encumbrance  under any
     of the Security Documents,  such additional shares are also subject to such
     an  Encumbrance   and  (B)  where  such  existing  shares  are  subject  to
     Encumbrances which are structured to avoid an adverse US Tax consequence to
     the Group,  such  additional  shares  shall only be issued to the  existing
     holding company of the issuing member of the Group.

          10.1.11. Dividends and Other Distributions.

          The Parent will not:

               (a) and will  procure  that no other  member  of the  Group  will
          redeem or  purchase  or  otherwise  reduce any of the  Parent's  share
          capital or any uncalled capital or unpaid liability in respect thereof
          or reduce  the  amount  (if any) for the time  being  standing  to the
          credit of the Parent's share premium account or capital  redemption or
          other  undistributable  reserve  in any manner  (other  than a partial
          capital reorganization in order to create distributable reserves where
          no amount is paid or becomes payable  (including,  without limitation,
          by way of  set-off,  combination  of  accounts  or  otherwise)  to any
          shareholder in the Parent as part of such reorganization); or

                                      -65-
<PAGE>

               (b)  declare,  pay  (including,  without  limitation,  by  way of
          set-off, combination of accounts or otherwise) or permit to accrue any
          dividend or make any other distribution or payment (whether in cash or
          in specie), including any interest and/or unpaid dividends, in respect
          of its equity or any other  share  capital for the time being in issue
          except  that  it may  declare  and pay a final  dividend  (but  not an
          interim  dividend)  in respect of any Fiscal Year after  December  31,
          2001, provided that:

                    (i) the financial covenants set forth in this Agreement have
               been tested and passed as at the June 30 financial covenants test
               date in the following Fiscal Year;

                    (ii) no breach of any of the fiscal  covenants  has occurred
               and is  continuing  and no other  Default or Event of Default has
               occurred which is continuing; and

                    (iii)  the  ratio  of  Consolidated   Gross   Borrowings  to
               Consolidated  EBITDA was not  greater  than 3.50:1 on each of two
               most recent consecutive financial covenants test dates;

                    (iv) the dividend does not exceed 25% of Consolidated Excess
               Cash  Flow if the  ratio  of  Consolidated  Gross  Borrowings  to
               Consolidated  EBITDA was not less than  3.25:1 on each of the two
               most recent consecutive financial covenant test dates; and

                    (v) the dividend does not exceed 50% of Consolidated  Excess
               Cashflow; and

                    (vi) not  later  than 5 and no more  than 15  Business  Days
               prior to the proposed  date for the payment of that  dividend the
               finance  director (or, if unavailable  for any reason,  any other
               director  in each case in such  directors'  opinion  but  without
               personal  liability) of the Parent  delivers to the Noteholders a
               certificate in which the Parent certifies (without qualification)
               that:

                         (A) it proposes to pay a dividend and states the amount
                    of it;

                         (B) no breach of Section 10.3.1  (Financial  Covenants)
                    has occurred and is continuing and no other Default or Event
                    of Default has occurred which is continuing; and

                                      -66-
<PAGE>

                         (C) in the  opinion  of the board of  directors  of the
                    Parent  (acting in good faith and after having regard (inter
                    alia) to the  current  and  projected  trading and cash flow
                    position  of the  Group  (such  projections  being  based on
                    reasonable  assumptions),  and  assuming  the making of such
                    dividend):

                              (1) no   breach   of   Section  10.3.1  (Financial
                         Covenants) or any Event of Default is reasonably likely
                         to occur either immediately or within the period ending
                         12 months after the date of the dividend; and

                              (2) the   Group   is  reasonably  likely  to  have
                         sufficient working capital during such 12 month period,

               and such  certificate  shall be accompanied by (a) a forecast for
               the period of 6 full months  following the proposed  payment date
               showing the projected  respective amounts of Consolidated EBITDA,
               Consolidated   Gross   Borrowings,   Consolidated   Net  Interest
               Expenditure,  Capital  Expenditure and Consolidated Net Worth and
               their  application to the Financial  Covenants in respect of each
               financial covenant test date within such period, such forecast to
               be based on the  knowledge  of the Parent  and the  circumstances
               then existing at such time together with reasonable  assumptions,
               and (b) a calculation by the Parent of  Consolidated  Excess Cash
               Flow for the relevant  Fiscal Year (showing the  calculations  on
               which it is based) together with a statement from the Auditors as
               to the amount of the  Consolidated  Excess  Cash Flow  confirming
               that in all material  respects the  calculation  has been made in
               accordance with the audited consolidated  financial statements of
               the Group for the  relevant  Fiscal  Year and the  definition  of
               Consolidated Excess Cash Flow.

          10.1.12. Accounting Policy.

          The  Company  will not adopt  any  accounting  policy  or  change  the
     consistency  of  application  of  its  accounting  principles,   standards,
     practises  and bases from GAAP (i) unless the  revised  policy,  principle,
     standard,  practice or base adopted from time to time is in accordance with
     generally  accepted  accounting  practice  in the United  Kingdom  and (ii)
     provided that prior to any revised policy, principle, standard, practice or
     base being adopted the Company will notify the Noteholders  thereof and, if
     required by the

                                      -67-
<PAGE>

     Majority  Holders,  will  negotiate in good faith with the  Noteholders  in
     order that the Financial Definitions and financial covenants may be amended
     as may be necessary to grant to the  Noteholders  protection  comparable to
     that granted on the  Restructuring  Date provided that if such negotiations
     are not concluded to the  satisfaction  of the  Noteholders  within 30 days
     from the  commencement of such  negotiations  (or, if earlier,  any date on
     which  any  financial  statements  are  due  to  be  delivered  under  this
     Agreement)  the  Company  agrees  that it  will  provide  either  financial
     statements  on the same  basis as before or  provide  financial  statements
     together with a reconciliation of those financial  statements to GAAP (such
     reconciliation,  in the case of any  audited  financial  statements,  to be
     prepared by the Auditors and addressed to the Noteholders).

          10.1.13. Accounting Reference Date.

          The Company  will not,  without the consent of the  Majority  Holders,
     change its accounting reference date from December 31.

          10.1.14. Cash Management Arrangements.

          The  Company  will not permit any member of the Group  which is not an
     Obligor incorporated or formed in the United States or in England and Wales
     to be a party to any Cash  Pooling  Arrangements  with any other  member or
     members  of the Group,  other  than where the value of any loans,  credits,
     rights  of  set-off,  guarantees  or other  Encumbrances  provided  to such
     members  of the  Group  does not  exceed  (pound)500,000  and  such  loans,
     credits,  rights of set-off,  guarantees or other  Encumbrances  constitute
     Permitted Investments.

     10.2. Following the Put Elimination Date.

     On and after the Put  Elimination  Date, the Issuer and the Company jointly
and severally covenant that so long as any of the Notes are outstanding:

          10.2.1. Encumbrances.

          The  Company  will not and will not permit any  Subsidiary  to create,
     assume,  incur or suffer to exist any  Encumbrance  upon or with respect to
     any property or assets, whether now owned or hereafter acquired, except for
     Permitted Encumbrances. Notwithstanding the foregoing and regardless of any
     Encumbrances  otherwise  permitted under this Section  10.2.1,  the Company
     will not and will not permit any  Subsidiary  to create,  assume,  incur or
     suffer to exist any floating  charges over all assets and  undertakings  of
     any member of the Group conferring (whether expressly or by implication) on
     the chargee a power to appoint any administrative receiver, receiver and/or
     manager or any other receiver (a "Receiver") (or similar Encumbrances

                                      -68-
<PAGE>

     under the laws of any  jurisdiction  conferring  (whether  expressly  or by
     implication)  similar  powers on the chargee to appoint a Receiver)  or any
     Encumbrances on book debts, receivables and any other current assets of the
     Group (other than the sale,  factoring or  discounting  of receivables on a
     non-recourse basis which are otherwise Permitted Encumbrances and where the
     aggregate  amount of receivables so sold,  factored or discounted  does not
     exceed (pound)500,000 (or its equivalent in aggregate).

          10.2.2. Subsidiary Borrowings.

          The Company will not permit any Subsidiary (other than the Issuer or a
     Subsidiary   Guarantor)  to  create,   incur,   assume,   guarantee,   have
     outstanding,  or  otherwise  become or remain  liable with  respect to, any
     Borrowed Money other than:

               (a)  Borrowed  Money  owing  to  either  the  Company  or to  any
          Subsidiary Guarantor;

               (b) Borrowed  Money of any Persons  acquired by any member of the
          Group  pursuant to the  acquisition  of Diamond Ad Ltd.  provided that
          such Borrowed  Money of all such Persons at no time exceeds Korean Won
          16,900,000,000 (or its equivalent) in the aggregate;

               (c) Borrowed  Money in respect of  guarantees  issued by banks on
          behalf of the Group to media  authorities in connection with bona fide
          arrangements for maintenance of media accreditation; and

               (d)  Borrowed  Money not  otherwise  permitted  by the  foregoing
          clauses (a) through (c),  provided that the sum (without  duplication)
          of (i) the aggregate principal amount of all Borrowed Money secured by
          Encumbrances  described in subclause  (b)(x)(A) of the  definition  of
          "Permitted  Encumbrances"  and (ii) the aggregate  principal amount of
          Borrowed Money of  Subsidiaries  (other than the Issuer and Subsidiary
          Guarantors)  outstanding  pursuant to the  provisions  of this Section
          10.2.2(d) shall at no time exceed 10% of Consolidated Net Worth.

          10.2.3. Asset Dispositions.

          The Company will not and will not permit any Subsidiary  to,  directly
     or indirectly,  make any sale, transfer,  lease (as lessor),  loan or other
     disposition,  in  one  transaction  or a  series  of  transactions,  of any
     property or assets (each an "Asset Disposition") other than

               (a) Asset Dispositions to the Company or a Subsidiary Guarantor;

                                      -69-
<PAGE>

               (b) Asset Dispositions in the ordinary course of business; and

               (c) other Asset Dispositions, provided that in each case

                    (i) immediately  before and after giving effect thereto,  no
               Default  or  Event  of  Default   shall  have   occurred  and  be
               continuing,

                    (ii) the  aggregate  Relevant  Value of  property  or assets
               disposed  of in  such  Asset  Disposition  and  all  other  Asset
               Dispositions by the Company and its  Subsidiaries  (other than as
               permitted  by clauses (a) and (b) above)  during the then current
               Fiscal Year  (commencing  with the Fiscal Year ending on December
               31,  2001)  does not exceed  10% of  Consolidated  EBITDA for the
               preceding Fiscal Year, and

                    (iii) the  aggregate  Relevant  Value of  property or assets
               disposed  of in  such  Asset  Disposition  and  all  other  Asset
               Dispositions  made pursuant to this clause (c) since the April 5,
               2001 does not  exceed  30% of  Consolidated  EBITDA  for the then
               preceding Fiscal Year

          and provided  further that for purposes of  subclauses  (ii) and (iii)
          above there shall be excluded the Relevant Value of property or assets
          disposed  of in an Asset  Disposition  if and to the extent such Asset
          Disposition  is made for cash,  payable in full upon the completion of
          such Asset Disposition,  and the net proceeds realized upon such Asset
          Disposition are applied by the Company or such Subsidiary, as the case
          may be,  within  180  days  after  the  effective  date of such  Asset
          Disposition  to (x)  reinvest in the  business of the Group or (y) the
          repayment  of   unsubordinated   Borrowed  Money  (excluding   current
          maturities) of the Issuer, the Company or a Subsidiary  Guarantor (and
          in that  connection the Company shall have made an offer to prepay all
          or a portion of the  outstanding  Notes in accordance with Section 8.2
          in an aggregate  principal  amount which,  when added to the aggregate
          Make-Whole Amount applicable  thereto, is at least equal to a pro rata
          portion of all such  Borrowed  Money to be repaid,  allocated pro rata
          among all Notes tendered,  and the  requirements of this subclause (y)
          shall be  deemed to be  satisfied  to the  extent  of Notes  purchased
          pursuant to such offer).

     Forthwith and in any event within 30 days after any Asset  Disposition  (or
     series of related Asset  Dispositions)  the Relevant Value of which (net of
     amounts the Company  expects to be excluded as  aforesaid  for  purposes of
     subclauses  (ii) and (iii) of clause (c) above) exceeds 10% of Consolidated

                                      -70-

<PAGE>

     EBITDA for the then preceding Fiscal Year, the Company will deliver to each
     holder of Notes a certificate of a Senior Financial  Officer of the Company
     containing   calculations  in  reasonable   detail  showing  the  Company's
     determination  of  such  Relevant  Value,   which   certificate   shall  be
     accompanied   by  a  letter  from  the  Company's   independent   chartered
     accountants  stating  that the  Company's  calculations  agree  back to the
     Group's  accounting  records  and  that the  method  of  calculation  is in
     accordance with this Agreement.

          As used in this Section 10.4, the "Relevant  Value" of any property or
     assets that are the subject of an Asset  Disposition  shall be that portion
     of  Consolidated  EBITDA  of the Group  attributable  to such  property  or
     assets,  calculated by reference to the four  consecutive  Fiscal  Quarters
     then most  recently  ended or, in the case of property or assets  which are
     interests in freehold or  leasehold  property  (or  buildings  and fixtures
     thereon),  shall be the consideration (including any deferred consideration
     or purchase  price  adjustment  receivable in the then current Fiscal Year)
     for such Asset Disposition. For purposes of this Section 10.4 any shares of
     Voting Stock of a Subsidiary  that are the subject of an Asset  Disposition
     shall be valued at the greater of (1) the fair market  value of such shares
     as  determined  in good faith by the Board of  Directors of the Company and
     (2)  the  aggregate  Relevant  Value  of  the  assets  of  such  Subsidiary
     multiplied by a fraction of which the numerator is the aggregate  number of
     shares  of  Voting  Stock  of such  Subsidiary  disposed  of in such  Asset
     Disposition and the denominator is the aggregate number of shares of Voting
     Stock  of such  Subsidiary  outstanding  immediately  prior  to such  Asset
     Disposition.

          10.2.4. Transactions with Affiliates.

          The Company will not and will not permit any  Subsidiary to enter into
     directly or  indirectly  any  Material  transaction  or  Material  group of
     related  transactions  (including without  limitation the purchase,  lease,
     sale or exchange of properties of any kind or the rendering of any service)
     with any Affiliate (other than the Company or another  Subsidiary),  except
     in the ordinary  course and pursuant to the reasonable  requirements of the
     Company's or such Subsidiary's  business and upon fair and reasonable terms
     no  less  favorable  to the  Company  or  such  Subsidiary  than  would  be
     obtainable in a comparable  arm's-length  transaction  with a Person not an
     Affiliate.

          10.2.5. "Off-Balance Sheet" Transactions.

          The Company will not and will not permit any  Subsidiary to enter into
     any   Sale-and-Leaseback   Transaction,   factoring   arrangements,   asset
     securitizations  and other similar  "off-balance"  sheet transactions other
     than the sale,  factoring or  discounting  of receivables on a non-recourse
     basis

                                      -71-
<PAGE>

     where the aggregate  amount of receivables so sold,  factored or discounted
     does not exceed  (pound)500,000  (or its  equivalent)  in aggregate.

     10.3. Generally.

     The Issuer and the Company  jointly and severally  covenant that so long as
any of the Notes are outstanding:

          10.3.1. Maintenance of Financial Conditions.

               (a) The Company will not permit the ratio of Consolidated  EBITDA
          to Consolidated Net Interest  Expenditure for each period date set out
          in column A to be less than the corresponding  ratio set out in column
          B:

------------------------------------------------- ----------------------
                       A                                     B
           12 month period ending                          Ratio
------------------------------------------------- ----------------------
                 March 31, 2002                            2.50:1
------------------------------------------------- ----------------------
                 June 30, 2002                             1.75:1
------------------------------------------------- ----------------------
               September 30, 2002                          2.50:1
------------------------------------------------- ----------------------
               December 31, 2002                           2.50:1
------------------------------------------------- ----------------------
                 March 31, 2003                            2.75:1
------------------------------------------------- ----------------------
                 June 30, 2003                             3.00:1
------------------------------------------------- ----------------------
               September 30, 2003                          3.25:1
------------------------------------------------- ----------------------
               December 31, 2003                           3.75:1
------------------------------------------------- ----------------------
                 March 31, 2004                            4.00:1
------------------------------------------------- ----------------------
                 June 30, 2004                             4.50:1
------------------------------------------------- ----------------------
               September 30, 2004                          5.00:1

                                      -72-
<PAGE>

        and each quarter date thereafter
------------------------------------------------- ----------------------

               (b) the Company will not permit the ratio of  Consolidated  Gross
          Borrowings  as at the end of, to  Consolidated  EBITDA in respect  of,
          each  period set out in column A to be greater  than the ratio set out
          in column B:

------------------------------------------------- -----------------------
                      A                                      B
           12 month period ending                          Ratio
------------------------------------------------- -----------------------
                 March 31, 2002                            5.75:1
------------------------------------------------- -----------------------
                 June 30, 2002                             8.50:1
------------------------------------------------- -----------------------
               September 30, 2002                          4.75:1
------------------------------------------------- -----------------------
               December 31, 2002                           4.75:1
------------------------------------------------- -----------------------
                 March 31, 2003                            4.25:1
------------------------------------------------- -----------------------
                 June 30, 2003                             3.75:1
------------------------------------------------- -----------------------
               September 30, 2003                          3.75:1
------------------------------------------------- -----------------------
               December 31, 2003                           3.50:1
------------------------------------------------- -----------------------
                 March 31, 2004                            3.00:1
------------------------------------------------- -----------------------
                 June 30, 2004                             3.00:1
------------------------------------------------- -----------------------
               September 30, 2004                          2.75:1
        and each quarter date thereafter
------------------------------------------------- -----------------------

               (c) prior to  September  30,  2004,  the Company  will not permit
          Consolidated Net Worth at any time to be less than (pound)400,000,000.

               (d) on September  30, 2004 and  thereafter,  the Company will not
          permit  Consolidated  Net Worth at any time to be less than the sum of
          (i) the greater of (A)  (pound)400,000,000 and (B) 80% of Consolidated
          Net

                                      -73-
<PAGE>

          Worth as at September 30, 2004, plus (ii) on a cumulative  basis,  50%
          of  positive  "profits  attributable  to  ordinary  shareholders"  (as
          defined under GAAP) for each Fiscal Quarter  beginning with the Fiscal
          Quarter ended December 31, 2004.

               (e) the Company will not permit the total Capital  Expenditure of
          all  members  of the  Group  in  any  Fiscal  Year  prior  to the  Put
          Elimination Date to exceed the Budgeted  Capital  Expenditure for such
          Fiscal  Year but so that in  respect  of any  Fiscal  Year  where  the
          relevant actual Capital Expenditure (less any amount which was carried
          forward  from the  previous  Fiscal  Year) is less  than the  Budgeted
          Capital  Expenditure  for that Fiscal  Year,  an amount  equal to such
          deficit may be carried over to the following Fiscal Year only (and not
          otherwise or further) and shall be deemed to be spent before  Budgeted
          Capital Expenditure in that year.

     Each of the financial  covenants described in clauses (a) through (d) above
     is to be tested quarterly on the basis of the Company's management accounts
     and its annual  audited  consolidated  financial  statements.  Consolidated
     EBITDA and Consolidated Net Interest  Expenditure  shall be calculated on a
     rolling  twelve months basis and  Consolidated  Gross  Borrowings  shall be
     calculated on the basis of the average daily  outstandings  during the most
     recent two Fiscal Quarters.

               10.3.2. Maintenance of Most Favored Lender Status.

                    (a)  No  Obligor  shall  enter  into  any   modification  or
               amendment  to any  existing  credit  facility or other  financing
               document  (including,  without  limitation,  the Syndicated  Loan
               Agreement  and any Committed  Medium-Term  Bank  Facilities),  or
               enter into any new credit  facility or financing  document,  that
               contains financial  covenants,  definitions or default provisions
               more favorable to the lender or financier  thereunder  unless the
               Noteholders are given the option of receiving the benefit of such
               more favorable provisions at the same time and on the same terms.

                    (b)  No  Obligor  shall  enter  into  any   modification  or
               amendment  to  the   Syndicated   Loan  Agreement  that  contains
               covenants,  definitions or provisions more favorable to the Banks
               thereunder  unless the  holders of the Notes are given the option
               of receiving the benefit of such more favorable provisions at the
               same time and on the same terms; or

                    (c) Neither the  Company nor any of its  Subsidiaries  shall
               provide  any  additional  guarantees  to the  Banks or any  other
               creditor of

                                      -74-
<PAGE>

               the Company,  the Issuer or any Subsidiary  Guarantor unless such
               Person  has become a  Subsidiary  Guarantor  pursuant  to Section
               9.3.5.

          10.3.3. Merger, Consolidation, Amalgamation, etc.

          The Company  will not and will not permit any of its  Subsidiaries  to
     consolidate,  amalgamate  or merge  with any other  corporation  or convey,
     transfer  or  lease  all or  substantially  all of its  assets  in a single
     transaction or series of transactions to any Person except:

               (a)  a  Subsidiary  (other  than  the  Issuer)  may  consolidate,
          amalgamate or merge with any other  corporation  or convey or transfer
          all or substantially all of its assets to

                    (i) the  Company,  provided  that the  Company  shall be the
               continuing,  surviving or acquiring  corporation  (the "surviving
               corporation"), or a then existing Wholly-Owned Subsidiary, or

                    (ii) any other Person,  provided that (x) if such Subsidiary
               is  a  Subsidiary   Guarantor   and  it  is  not  the   surviving
               corporation,   the  surviving  corporation  shall  be  a  solvent
               corporation  and shall have (1)  executed  and  delivered to each
               holder  of  a  Note  its  assumption  of  the  due  and  punctual
               performance  and observance of all obligations of such Subsidiary
               under its Subsidiary  Guarantee and (2) caused to be delivered to
               each   holder  of  a  Note  an  opinion  of  counsel   reasonably
               satisfactory  to the  Majority  Holders  to the  effect  that all
               agreements  or   instruments   effecting   such   assumption  are
               enforceable  in  accordance  with their terms and comply with the
               terms of this Agreement and such  Subsidiary  Guarantee,  and (y)
               immediately after giving effect to such  transaction,  no Default
               or Event of Default  (including  without limitation under Section
               10.1.4 and Section  10.2.3 in case such  transaction  involves an
               Asset Disposition) shall have occurred and be continuing;

               (b) the  Issuer  may  consolidate,  amalgamate  or merge with any
          other  corporation or convey or transfer all or  substantially  all of
          its assets to a corporation  organized and existing  under the laws of
          the United  States or any State  thereof  (including  the  District of
          Columbia), provided that

                    (i) the surviving corporation (if not the Issuer) shall have
               (x)  executed  and  delivered  to  each  holder  of  a  Note  its
               assumption of the due and punctual  performance and observance of
               all  obligations  of the Issuer under this  Agreement,

                                      -75-
<PAGE>

               the Other Agreements and the Notes and (y) caused to be delivered
               to  each  holder  of a Note  an  opinion  of  counsel  reasonably
               satisfactory  to the  Majority  Holders  to the  effect  that all
               agreements  or   instruments   effecting   such   assumption  are
               enforceable  in  accordance  with their terms and comply with the
               terms of this Agreement, and

                    (ii) immediately after giving effect to such transaction, no
               Default  or  Event  of  Default   shall  have   occurred  and  be
               continuing; and

               (c) the Company  may  consolidate,  amalgamate  or merge with any
          other  corporation or convey or transfer all or  substantially  all of
          its assets to a corporation  organized and existing  under the laws of
          England and Wales,  the United States or any State thereof  (including
          the  District  of  Columbia)  or  any  other  Permitted  Jurisdiction,
          provided that

                    (i) the  surviving  corporation  (if not the Company)  shall
               have (x)  executed  and  delivered  to each  holder of a Note its
               assumption of the due and punctual  performance and observance of
               all obligations of the Company under this Agreement and the Other
               Agreements  and (y) caused to be  delivered  to each  holder of a
               Note  an  opinion  of  counsel  reasonably  satisfactory  to  the
               Majority Holders to the effect that all agreements or instruments
               effecting  such  assumption are  enforceable  in accordance  with
               their terms and comply with the terms of this Agreement, and

                    (ii) immediately after giving effect to such transaction, no
               Default  or  Event  of  Default   shall  have   occurred  and  be
               continuing.

     No such conveyance, transfer or lease of substantially all of the assets of
     the Issuer or the Company  shall have the effect of releasing the Issuer or
     the Company or any successor corporation that shall theretofore have become
     such in the manner  prescribed  in this Section  10.3.3 from its  liability
     under this Agreement or (in the case of the Issuer) the Notes.

     11. EVENTS OF DEFAULT.

     An "Event of Default"  shall exist if any of the  following  conditions  or
events shall occur and be continuing:

          (a) default in the payment of any principal or Make-Whole  Amount,  if
     any, on any Note when the same becomes due and payable, whether at

                                      -76-
<PAGE>

     maturity or at a date fixed for  prepayment or by declaration or otherwise,
     unless  such  default is the direct  result of a  technical  failure by the
     transmitting  bank in transmission of payment on no more than two occasions
     as long as the Notes are  outstanding,  in which case the Issuer shall have
     two Business Days to remedy such default; or

          (b) default in the  payment of any  interest on any Note for more than
     five Business Days after the same shall become due and payable; or

          (c)  default  in  the  performance  of or  compliance  with  any  term
     contained in Section  7.1(d)(xi),  Section  7.2.1(e),  or Section 10 (other
     than Section 10.2.4); or

          (d) default:

               (i) prior to the Put  Elimination  Date in (A) the performance of
          or compliance  with any other term  contained in clauses (i), (ii) and
          (iv) of Section  7.1(d)  and such  default  is not  remedied  within 5
          Business  Days, (A) the  performance  of or compliance  with any other
          term contained in Section 7.1 and such default is not remedied  within
          10 Business  Days, or (B) the  performance  of or compliance  with any
          other  covenant,  agreement  or  condition  contained  herein and such
          default is not remedied  within 10 Business  Days,  in each case after
          the earlier of (1) a Responsible  Officer of the Issuer or the Company
          obtaining  actual  knowledge of such default and (2) the Issuer or the
          Company  receiving written notice of such default from any holder of a
          Note; or

               (ii) on or after the Put  Elimination  Date in the performance of
          or  compliance  with  any  other  covenant,   agreement  or  condition
          contained  herein and such default is not remedied  within 30 Business
          Days, in each case after the earlier of (1) a  Responsible  Officer of
          the Issuer or the Company  obtaining  actual knowledge of such default
          and (2) the Issuer or the  Company  receiving  written  notice of such
          default from any holder of a Note; or

          (e) any  representation or warranty made in writing by or on behalf of
     the Issuer, the Company or a Subsidiary  Guarantor or by any officer of the
     Issuer,  the  Company or a  Subsidiary  Guarantor  in this  Agreement  or a
     Subsidiary  Guarantee or in any writing  furnished in  connection  with the
     transactions  contemplated hereby proves to have been false or incorrect in
     any material respect on the date as of which made; or

          (f) (i) prior to the Put  Elimination  Date any Borrowed  Money of any
     member of the Group (whether constituting  principal,  premium,  make-whole
     amount or  interest) is not paid when due (or within any  applicable  grace

                                      -77-
<PAGE>

     period expressly contained in the agreement relating to such Borrowed Money
     in its original terms) or becomes  (whether by declaration or automatically
     in accordance with the relevant  agreement or instrument  constituting  the
     same) due and payable (as  principal or as guarantor or other surety) prior
     to the date when it would  otherwise have become due or any creditor of any
     member of the Group becomes  entitled to declare any Borrowed  Money of any
     member of the Group so due and payable or to require cash collateralization
     or security for any such Borrowed Money (save pursuant to the terms of this
     Agreement)  or any  facility or  commitment  available to any member of the
     Group  relating to Borrowed  Money is withdrawn,  suspended or cancelled by
     reason  of any  default  (however  described)  of the  member  of the Group
     concerned  unless the amount,  or aggregate  amount at any one time, of all
     Borrowed Money in relation to which any of the foregoing  events shall have
     occurred and be continuing is equal to or less than (pound)3,250,000 or its
     equivalent in the currencies in which the sums are denominated and payable,
     (ii) any "Event of Default" (as defined in the Syndicated  Loan  Agreement)
     under the Syndicated Loan Agreement regardless of any waiver thereunder, or
     (iii) a  refusal  for a period of more  than 7  Business  Days by the Banks
     under  the  Syndicated  Loan  Agreement  or the  relevant  banks  under any
     Committed  Medium-Term Bank Facilities to fund any advance requested by the
     Company or any other borrower  under the Syndicated  Loan Agreement or such
     Committed  Medium-Term  Bank  Facilities  (as the case may be), or (iv) the
     Issuer,  the  Company  or  any  Subsidiary   Guarantor  or  other  Material
     Subsidiary is in default in the  performance of or compliance with any term
     of any  evidence  of any  Borrowed  Money  (other  than the Notes)  that is
     outstanding in an aggregate principal amount of at least  (pound)10,000,000
     (or its equivalent in any other currency) or of any mortgage,  indenture or
     other agreement  relating thereto or any other condition  exists,  and as a
     consequence of such default or condition such Borrowed Money has become, or
     has been  declared  (or one or more  Persons are  entitled to declare  such
     Borrowed Money to be), due and payable before its stated maturity or before
     its regularly  scheduled  dates of payment,  or (v) as a consequence of the
     occurrence  or  continuation  of any  event or  condition  (other  than the
     passage of time or the right of the holder of  Borrowed  Money  (other than
     the Notes) that is outstanding in an aggregate principal amount of at least
     (pound)10,000,000 (or its equivalent in any other currency) to convert such
     Borrowed  Money into  equity  interests),  the  Issuer,  the Company or any
     Subsidiary  Guarantor or other Material  Subsidiary has become obligated to
     purchase  or repay  any such  Borrowed  Money (or one or more  Persons  are
     entitled to require such purchase or repayment) before its regular maturity
     or before its regularly scheduled dates of payment; or

          (g) (i) prior to the Put  Elimination  Date,  any  member of the Group
     fails to make  payment in  relation  to a  Derivatives  Contract of any sum
     equal to or greater than  (pound)3,250,000 in aggregate at any one time (or
     its equivalent

                                      -78-
<PAGE>

     in the  relevant  currency of payment) on its due date (taking into account
     any grace period  permitted under the  documentation  for that  Derivatives
     Contract or, if none stated,  within five Business Days of the due date) or
     the  counterparty to a Derivatives  Contract  becomes entitled to terminate
     that  Derivatives  Contract  early by reason of  default on the part of any
     member of the  Group and the Net  Derivatives  Liability  in the  aggregate
     payable  under all affected  Derivatives  Contracts at the relevant time is
     equal  to or  greater  than  (pound)3,250,000  (or  its  equivalent  in the
     relevant  currency)  or (ii) on and after  the Put  Elimination  Date,  any
     member of the Group  fails to make  payment in  relation  to a  Derivatives
     Contract of any sum equal to or greater than (pound)10,000,000 in aggregate
     at any one time (or its equivalent in the relevant  currency of payment) on
     its due date  (taking into  account any grace  period  permitted  under the
     documentation for that Derivatives Contract or, if none stated, within five
     Business  Days  of the  due  date)  or the  counterparty  to a  Derivatives
     Contract becomes  entitled to terminate that Derivatives  Contract early by
     reason  of  default  on the part of any  member  of the  Group  and the Net
     Derivatives   Liability  in  the  aggregate   payable  under  all  affected
     Derivatives  Contracts  at the  relevant  time is equal to or greater  than
     (pound)10,000,000 (or its equivalent in the relevant currency); or

          (h) the  Issuer,  the  Company or any  Subsidiary  Guarantor  or other
     Material  Subsidiary (i) is generally not paying,  or admits in writing its
     inability to pay, its debts as they become due, (ii) files,  or consents by
     answer or otherwise  to the filing  against it of, a petition for relief or
     reorganization  or arrangement  or any other  petition in  bankruptcy,  for
     liquidation   or  to  take   advantage  of  any   bankruptcy,   insolvency,
     reorganization,  moratorium or other similar law of any jurisdiction, (iii)
     makes an assignment for the benefit of its creditors,  (iv) consents to the
     appointment of a custodian, receiver, trustee or other officer with similar
     powers with  respect to it or with respect to any  substantial  part of its
     property,  (v) is  adjudicated  as insolvent or to be  liquidated,  or (vi)
     takes corporate action for the purpose of any of the foregoing; or

          (i) (i)  prior to the Put  Elimination  Date,  an  encumbrancer  takes
     possession of all or a substantial  part of the assets or  undertakings  of
     the  Issuer,  the Company or any  Subsidiary  Guarantor  or other  Material
     Subsidiary  and any such action is not discharged  within 14 days,  (ii) on
     and after the Put Elimination Date, an encumbrancer takes possession of all
     or a  substantial  part of the assets or  undertakings  of the Issuer,  the
     Company or any Subsidiary  Guarantor or other  Material  Subsidiary and any
     such  action  is not  discharged  within  60 days,  (iii)  prior to the Put
     Elimination   Date,  a  court  or   governmental   authority  of  competent
     jurisdiction enters an order appointing, without consent by the Issuer, the
     Company  or any  Subsidiary  Guarantor  or  other  Material  Subsidiary,  a
     custodian,  receiver,  trustee or other  officer with  similar  powers with
     respect to it or with respect to any

                                      -79-
<PAGE>

     substantial  part of its property,  or  constituting an order for relief or
     approving a petition for relief or  reorganization or any other petition in
     bankruptcy or for  liquidation  or to take  advantage of any  bankruptcy or
     insolvency law of any jurisdiction, or ordering the dissolution, winding-up
     or liquidation of the Issuer, the Company or any such Subsidiary  Guarantor
     or other Material  Subsidiary,  or any such petition shall be filed against
     the Issuer, the Company or any such Subsidiary  Guarantor or other Material
     Subsidiary and such petition shall not be dismissed within 14 days, or (iv)
     on and after the Put Elimination Date, a court or governmental authority of
     competent  jurisdiction enters an order appointing,  without consent by the
     Issuer,  the  Company  or  any  Subsidiary   Guarantor  or  other  Material
     Subsidiary,  a custodian,  receiver,  trustee or other officer with similar
     powers with  respect to it or with respect to any  substantial  part of its
     property,  or  constituting an order for relief or approving a petition for
     relief  or  reorganization  or any  other  petition  in  bankruptcy  or for
     liquidation or to take advantage of any bankruptcy or insolvency law of any
     jurisdiction, or ordering the dissolution, winding-up or liquidation of the
     Issuer,  the Company or any such  Subsidiary  Guarantor  or other  Material
     Subsidiary,  or any such petition  shall be filed  against the Issuer,  the
     Company or any such Subsidiary  Guarantor or other Material  Subsidiary and
     such petition shall not be dismissed within 60 days; or

          (j) any kind of  composition,  scheme of  arrangement,  compromise  or
     other  similar  arrangement  in respect of the  Issuer,  the Company or any
     Subsidiary  Guarantor  or  other  Material  Subsidiary  and its  respective
     creditors  generally  (or any class of  creditors)  is entered into or made
     other than an agreement  under  section 425 of The  Companies  Act 1985, as
     amended,  for the purposes of a solvent merger or  amalgamation of any such
     Material Subsidiary); or

          (k) any event  occurs  with  respect to the  Issuer,  the  Company,  a
     Subsidiary  Guarantor or a Material  Subsidiary which under the laws of any
     jurisdiction is analogous to any of the events  described in paragraph (h),
     (i) or (j) above,  provided that the applicable grace period, if any, which
     shall apply shall be the one  applicable to the relevant  proceeding  which
     most closely corresponds to the proceeding  described in paragraph (h), (i)
     or (j) above; or

          (l) (i)  prior  to the Put  Elimination  Date,  a  final  judgment  or
     judgments  for the  payment of money are  rendered  against  any Obligor or
     Material  Subsidiary  which  judgments in each case are not, within 14 days
     after entry thereof,  bonded,  discharged or stayed pending appeal,  or are
     not discharged within 14 days after the expiration of such stay, (ii) prior
     to the Put  Elimination  Date a final judgment or judgments for the payment
     of money aggregating in excess of  (pound)10,000,000  (or its equivalent in
     the relevant  currency of payment) are rendered  against one or more of the
     Company and

                                      -80-
<PAGE>

     its Subsidiaries which judgments in each case are not, within 14 days after
     entry  thereof,  bonded,  discharged or stayed pending  appeal,  or are not
     discharged  within 14 days after the  expiration  of such stay, or (iii) on
     and after the Put  Elimination  Date a final  judgment or judgments for the
     payment  of  money  aggregating  in  excess  of  (pound)10,000,000  (or its
     equivalent in the relevant currency of payment) are rendered against one or
     more of the Company and its  Subsidiaries  which judgments in each case are
     not,  within 60 days after  entry  thereof,  bonded,  discharged  or stayed
     pending appeal,  or are not discharged  within 60 days after the expiration
     of such stay; or

          (m) (i) prior to the Put Elimination Date, the Parent Guarantee or any
     Subsidiary  Guarantee  or any Security  Document  shall cease to be in full
     force  and  effect  as an  enforceable  instrument  and,  in the  case of a
     Subsidiary  Guarantee,  the  related  Subsidiary  Guarantor  shall not have
     executed and delivered a new, valid guarantee,  or the Company,  the Issuer
     or any Subsidiary Guarantor (or any Person at their authorized direction or
     on their  behalf)  shall assert in writing that the Parent  Guarantee,  any
     Security  Document  or any  Subsidiary  Guarantee  of  such  Subsidiary  is
     unenforceable or invalid in any material respect,  or (ii) on and after the
     Put Elimination  Date, the Parent Guarantee or any Subsidiary  Guarantee or
     any  Security  Document  shall  cease to be in full  force and effect as an
     enforceable  instrument  and, in the case of a  Subsidiary  Guarantee,  the
     related  Subsidiary  Guarantor shall not have executed and delivered a new,
     valid guarantee  within 30 days after a Responsible  Officer of the Company
     obtains  knowledge  thereof,  or the Company,  the Issuer or any Subsidiary
     Guarantor (or any Person at their authorized  direction or on their behalf)
     shall assert in writing that the Parent Guarantee, any Security Document or
     any Subsidiary  Guarantee of such Subsidiary is unenforceable or invalid in
     any material respect; or

          (n) if (i)  any  Plan  shall  fail  to  satisfy  the  minimum  funding
     standards  of ERISA or the Code  for any  plan  year or part  thereof  or a
     waiver of such standards or extension of any amortization  period is sought
     or  granted  under  section  412 of the  Code,  (ii) a notice  of intent to
     terminate  any Plan shall have been or is  reasonably  expected to be filed
     with the PBGC or the PBGC shall have  instituted  proceedings  under  ERISA
     section 4042 to terminate  or appoint a trustee to  administer  any Plan or
     the PBGC shall have notified the Company or any ERISA Affiliate that a Plan
     may become a subject of any such  proceedings,  (iii) the aggregate "amount
     of unfunded benefit liabilities" (within the meaning of section 4001(a)(18)
     of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
     shall exceed $2,000,000, (iv) the Company or any ERISA Affiliate shall have
     incurred or is reasonably expected to incur any liability pursuant to Title
     I or IV of  ERISA or the  penalty  or  excise  tax  provisions  of the Code
     relating to employee  benefit plans, (v) the Company or any ERISA Affiliate
     withdraws  from  any

                                      -81-
<PAGE>

     Multiemployer  Plan, or (vi) the Company or any  Subsidiary  establishes or
     amends any  employee  welfare  benefit plan that  provides  post-employment
     welfare  benefits  in a manner that would  increase  the  liability  of the
     Company  or any  Subsidiary  thereunder;  and  any  such  event  or  events
     described  in clauses  (i)  through  (vi)  above,  either  individually  or
     together with any other such event or events,  could reasonably be expected
     to have a Material Adverse Effect; or

          (o) prior to the Put  Elimination  Date,  a meeting is convened by any
     Material Subsidiary or Obligor for the purpose of passing any resolution to
     purchase,  reduce or  redeem  any of its share  capital  or to comply  with
     section 142 of the Companies Act 1985 other than (i) in connection with the
     redemption of preference  shares at their  scheduled  maturity as permitted
     under this  Agreement  or (ii) with the  written  consent  of the  Majority
     Holders; or

          (p) prior to the Put  Elimination  Date,  any Material  Subsidiary  or
     Obligor suspends or ceases or threatens to suspend or cease to carry on all
     or a material  part of its business  other than as  otherwise  permitted by
     this Agreement or on terms previously agreed by the Majority Holders; or

          (q) prior to the Put  Elimination  Date, all or a material part of the
     undertaking,  assets,  rights or revenues of, or shares or other  ownership
     interests in, any Material Subsidiary or Obligor are seized,  nationalised,
     expropriated  or  compulsorily  acquired by or under the  authority  of any
     government other than for full consideration.

As used in  Section  11(n),  the terms  "employee  benefit  plan" and  "employee
welfare benefit plan" shall have the respective  meanings assigned to such terms
in section 3 of ERISA.

     12. REMEDIES ON DEFAULT, ETC.

     12.1. Acceleration.

          (a) If an Event of Default  with  respect to the Issuer or the Company
     described  in paragraph  (h),  (i), (j) or (k) of Section 11 (other than an
     Event of Default  described in clause (i) of paragraph  (h) or described in
     clause  (vi) of  paragraph  (h) by  virtue  of the fact  that  such  clause
     encompasses  clause (i) of paragraph (h)) has occurred,  all the Notes then
     outstanding shall automatically become immediately due and payable.

          (b) If any other Event of Default has occurred and is continuing,  the
     Majority  Holders  may at any time at its or their  option,  by  notice  or
     notices  to the  Issuer,  declare  all the  Notes  then  outstanding  to be
     immediately due and payable.

                                      -82-
<PAGE>

          (c) If any Event of  Default  described  in  paragraph  (a) and (b) of
     Section 11 has occurred and is  continuing,  any holder or holders of Notes
     then outstanding  affected by such Event of Default may at any time, at its
     or their option, by notice or notices to the Issuer,  declare all the Notes
     held by it or them to be immediately due and payable.

     Upon any Notes  becoming due and payable under this Section  12.1,  whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes,  plus (x) all accrued and unpaid interest
thereon and (y) the  Make-Whole  Amount  determined in respect of such principal
amount  (to  the  full  extent  permitted  by  applicable  law),  shall  all  be
immediately due and payable, in each and every case without presentment, demand,
protest or further  notice,  all of which are hereby waived.  The Issuer and the
Company  acknowledge,  and the parties hereto agree,  that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by the
Issuer  (except as herein  specifically  provided)  and that the  provision  for
payment  of a  Make-Whole  Amount by the  Issuer in the event that the Notes are
prepaid or are  accelerated  as a result of an Event of Default,  is intended to
provide compensation for the deprivation of such right under such circumstances.

     12.2. Other Remedies.

     If any  Default or Event of Default has  occurred  and is  continuing,  and
irrespective of whether any Notes have become or have been declared  immediately
due and  payable  under  Section  12.1,  the  holder  of any  Note  at the  time
outstanding  may  proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate  proceeding,  whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof,  or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

     12.3. Rescission.

     At any time after any Notes have been declared due and payable  pursuant to
paragraph (b) and (c) of Section 12.1, the Required  Holders,  by written notice
to the Issuer,  may rescind and annul any such  declaration and its consequences
if (a) the Issuer has paid all overdue  interest on the Notes,  all principal of
and  Make-Whole  Amount,  if any,  on any Notes that are due and payable and are
unpaid  other  than by  reason of such  declaration,  and all  interest  on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable  law) any overdue  interest  in respect of the Notes,  at the Default
Rate,  (b) all Events of Default and  Defaults,  other than the  non-payment  of
amounts  that have  become due solely by reason of such  declaration,  have been
cured or have been waived  pursuant to Section 19, and (c) no judgment or decree
has been  entered  for the payment of any monies due  pursuant  hereto or to the
Notes.  No rescission  and  annulment  under

                                      -83-
<PAGE>

this  Section 12.3 will extend to or affect any  subsequent  Event of Default or
Default or impair any right consequent thereon.

     12.4. No Waivers or Election of Remedies, Expenses, etc.

     No course of dealing  and no delay on the part of any holder of any Note in
exercising  any right,  power or remedy  shall  operate  as a waiver  thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy  conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right,  power or remedy  referred to herein or therein
or now or  hereafter  available  at law,  in equity,  by  statute or  otherwise.
Without limiting the obligations of the Issuer and the Company under Section 17,
the Issuer will pay to the holder of each Note on demand such further  amount as
shall be sufficient  to cover all costs and expenses of such holder  incurred in
any  enforcement  or  collection  under  this  Section  12,  including   without
limitation reasonable attorneys' fees, expenses and disbursements.

     13. PARENT GUARANTEE

     13.1. Guarantee.

          (a)  Guaranteed  Obligations.  The Parent hereby  unconditionally  and
     irrevocably guarantees, as primary obligor and not merely as surety,

               (i) the punctual payment when due, whether at stated maturity, by
          prepayment,  by acceleration  or otherwise,  of all obligations of the
          Issuer  arising  under  this  Agreement  and the  Notes,  whether  for
          principal,  interest  (including  without  limitation  interest on any
          overdue principal,  Make-Whole  Amount, PIK Management Fees,  Deferred
          Make-Whole Interest,  Change of Control Fees, and interest at the rate
          specified in the  Agreement  and interest  accruing or becoming  owing
          both prior to and subsequent to the  commencement  of any  bankruptcy,
          reorganization  or similar  proceeding  involving either the Issuer or
          the Company),  Make-Whole Amount, fees,  expenses,  indemnification or
          otherwise, and

               (ii)  the due and  punctual  performance  and  observance  by the
          Issuer of all  covenants,  agreements and conditions on its part to be
          performed and observed under this Agreement and the Notes.

The  obligations  guaranteed by this Parent  Guarantee are sometimes  called the
"Guaranteed Obligations".

     Without  limiting the  generality of the foregoing,  this Parent  Guarantee
guarantees,  to the extent  provided  herein,  the payment of all amounts  which
constitute  part of the  Guaranteed  Obligations  and would be owed by any other

                                      -84-
<PAGE>

Person to any holder of a Note but for the fact that they are  unenforceable  or
not allowable due to the  existence of a bankruptcy,  reorganization  or similar
proceeding involving such Person.

          (b) Guarantee  Absolute.  This Parent Guarantee  constitutes a present
     and  continuing  guarantee of payment and not of collection  and the Parent
     guarantees  that the  Guaranteed  Obligations  will be paid  and  performed
     strictly  in  accordance  with the terms of this  Agreement  and the Notes,
     regardless  of any law,  regulation  or order now or hereafter in effect in
     any jurisdiction affecting any of such terms or the rights of any holder of
     a Note with  respect  thereto.  The  obligations  of the Parent  under this
     Parent  Guarantee are  independent  of the  Guaranteed  Obligations,  and a
     separate action or actions may be brought and prosecuted against the Parent
     to enforce  this Parent  Guarantee,  irrespective  of whether any action is
     brought  against the Issuer or any other Person  liable for the  Guaranteed
     Obligations or whether the Issuer or any other such Person is joined in any
     such  action or  actions.  The  liability  of the Parent  under this Parent
     Guarantee  shall  be  primary,  absolute,  irrevocable,  and  unconditional
     irrespective of:

               (i) any lack of  validity  or  enforceability  of any  Guaranteed
          Obligation,  this  Agreement  the Notes or any agreement or instrument
          relating thereto;

               (ii) any change in the time, manner or place of payment of, or in
          any other term of, all or any of the  Guaranteed  Obligations,  or any
          other  amendment  or waiver of or any consent to  departure  from this
          Agreement the Notes or this Parent Guarantee;

               (iii) any  taking,  exchange,  release or  non-perfection  of any
          collateral,  or any  taking,  release  or  amendment  or  waiver of or
          consent to  departure  by the Parent or other  Person  liable,  or any
          other guarantee, for all or any of the Guaranteed Obligations;

               (iv)  any  manner  of  application  of  collateral,  or  proceeds
          thereof, to all or any of the Guaranteed Obligations, or any manner of
          sale or other disposition of any collateral or any other assets of the
          Issuer or any other Subsidiary;

               (v) any change,  restructuring  or  termination  of the corporate
          structure or existence of the Issuer or any other Subsidiary; or

               (vi) any other  circumstance  (including  without  limitation any
          statute of  limitations)  that might  otherwise  constitute a defense,
          offset or counterclaim  available to, or a discharge of, the Issuer or
          the Parent.

                                      -85-
<PAGE>

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

          (c) Waivers by the Parent.  The Parent hereby  irrevocably  waives, to
     the extent permitted by applicable law:

               (i) promptness,  diligence, presentment, notice of acceptance and
          any other notice with respect to any of the Guaranteed Obligations and
          this Parent Guarantee;

               (ii) any  requirement  that  any  holder  of a Note or any  other
          Person  protect,  secure,  perfect  or insure any  Encumbrance  or any
          property  subject  thereto  or  exhaust  any right or take any  action
          against the Issuer or any other Person or any collateral;

               (iii) any defense,  offset or  counterclaim  arising by reason of
          any claim or defense based upon any action by any holder of a Note;

               (iv) any duty on the part of any holder of a Note to  disclose to
          the  Parent  any  matter,  fact or  thing  relating  to the  business,
          operation  or  condition  of any  Person  and its  assets now known or
          hereafter known by such holder; and

               (v) any rights by which it might be entitled  to require  suit on
          an  accrued  right  of  action  in  respect  of any of the  Guaranteed
          Obligations  or require  suit  against the Issuer or the Parent or any
          other Person.

     13.2. Subrogation and Contribution.

     The Parent shall not assert,  enforce,  or otherwise exercise (a) any right
of  subrogation  to  any  of  the  rights,  remedies,   powers,   privileges  or
Encumbrances of any holder of a Note or any other beneficiary against the Issuer
or any other obligor on the  Guaranteed  Obligations  or any collateral or other
security,   or  (b)  any  right  of   recourse,   reimbursement,   contribution,
indemnification,  or similar  right  against the Issuer,  and the Parent  hereby
waives any and all of the foregoing rights, remedies, powers, privileges and the
benefit of, and any right to  participate  in, any  collateral or other security
given to any holder of a Note or any other  beneficiary to secure payment of the
Guaranteed Obligations,  until such time as the Guaranteed Obligations have been
indefeasibly paid in full.

                                      -86-
<PAGE>

     14. TAX INDEMNIFICATION.

     All  payments  whatsoever  under the Parent  Guarantee  will be made by the
Company in lawful  currency of the United  States of America  free and clear of,
and without  liability or  withholding  or  deduction  for or on account of, any
present or future Taxes of whatever  nature imposed or levied by or on behalf of
any jurisdiction  other than the United States (or any political  subdivision or
taxing   authority  of  or  in  such   jurisdiction)   (hereinafter   a  "Taxing
Jurisdiction"),  unless the withholding or deduction of such Tax is compelled by
law.

     If any deduction or withholding for any Tax of a Taxing  Jurisdiction shall
at any time be  required  in  respect of any  amounts to be paid by the  Company
under the Parent Guarantee,  the Company will pay such additional amounts as may
be necessary  in order that the net amounts paid to each holder  pursuant to the
terms of the Parent  Guarantee  after such deduction or  withholding  (including
without  limitation  any  required  deduction or  withholding  of Tax on or with
respect to such additional amount), shall equal the amounts then due and payable
under  the  terms of the  Parent  Guarantee,  provided  that no  payment  of any
additional amounts shall be required to be made for or on account of:

          (a) any Tax that would not have been imposed but for the  existence of
     any  present  or  former  connection  between  such  holder  (or  between a
     fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of
     a power over, such holder, if such holder is an estate, trust,  partnership
     or  corporation  or any  Person  other  than the  holder to whom the Parent
     Guarantee or any amount payable thereon is attributable for the purposes of
     such Tax) and the Taxing  Jurisdiction,  other than the mere holding of the
     Parent Guarantee or the receipt of payments  thereunder,  including without
     limitation  such  holder  (or such  other  Person  described  in the  above
     parenthetical) being or having been a citizen or resident thereof, or being
     or  having  been  engaged  in a trade or  business  therein  or  having  an
     establishment  office,  fixed base or branch  therein,  provided  that this
     exclusion  shall not apply  with  respect to a Tax that would not have been
     imposed but for the Company,  after the Effective  Date,  opening an office
     in,  moving an  office  to,  reincorporating  in, or  changing  the  Taxing
     Jurisdiction  from or  through  which  payments  on  account  of the Parent
     Guarantee are made to, the Taxing Jurisdiction imposing the relevant Tax;

          (b) any Tax that would not have been  imposed  but for the  failure of
     such holder to qualify as a resident of the United States for purposes of a
     tax treaty  between the United  States and the Taxing  Jurisdiction  or the
     failure of such holder to comply with any  reporting or filing  requirement
     under such tax treaty  (unless such  failure to comply (i) is  attributable
     solely to the  failure of the  Company  to provide  notice or copies of any
     Form (as defined below) in

                                      -87-
<PAGE>

     accordance  with the  procedures  described in the  immediately  succeeding
     paragraph  or (ii) occurs  notwithstanding  compliance  by such holder with
     such procedures);

          (c) any Taxes on such holder's net income or net profits;

          (d)  any  Tax  which  is  payable   otherwise  than  by  deduction  or
     withholding  from  payments  made  under  or  with  respect  to the  Parent
     Guarantee;

          (e) any estate, inheritance,  gift, sales, transfer, personal property
     or similar Tax; or

          (f) any combination of clauses (a) through (e) above;

provided further that no such additional  amounts shall be payable in respect of
the Parent  Guarantee held by (x) any holder who is a fiduciary or a partnership
or a  beneficial  owner  who is other  than the  sole  beneficial  owner of such
payment to the extent a beneficiary or settlor with respect to such fiduciary or
a member of such  partnership or a beneficial owner would not have been entitled
to such additional amounts had it been the holder of the Parent Guarantee or (y)
any  holder who is not a resident  of the United  States or with  respect to any
payment  all or any part of which  represents  income  which is not  subject  to
United States tax as income of a resident of the United States.

     By  acceptance  of any Note,  the holder of such Note  agrees to assist the
Company  in  complying   with   administrative   requirements   imposed  by  any
Governmental  Authority in a Taxing  Jurisdiction  in connection with applicable
law of such Taxing Jurisdiction,  including without limitation an applicable tax
treaty,  it being agreed as between the holders of the Parent  Guarantee and the
Company that compliance with any such  administrative  requirements shall be the
sole  responsibility  of the Company.  In furtherance of the foregoing,  by such
acceptance,  each  such  holder  agrees  that it  will  from  time to time  with
reasonable promptness (x) duly complete and deliver to or as reasonably directed
by the Company all such forms,  certificates,  documents and returns provided to
such holder by the Company (collectively  "Forms") required to be filed by or on
behalf of such  holder in order to avoid or reduce any such Tax  pursuant to the
provisions of an applicable  statute,  regulation or administrative  practice of
the relevant  Taxing  Jurisdiction  or of a tax treaty between the United States
and such Taxing  Jurisdiction  and (y) provide the Company with such information
with  respect to such holder as the Company may  reasonably  request in order to
complete any such Forms,  provided that nothing in this Section 14 shall require
any  holder  to  provide  information  with  respect  to any such Form if in the
opinion of such holder such Form would  involve the  disclosure of tax return or
other  information  that is  confidential  or  proprietary  to such holder,  and
provided  further that,  except as described below in respect of the transfer of

                                      -88-
<PAGE>

any Note,  each such holder shall be deemed to have complied with its obligation
under this  paragraph with respect to any Form if such Form shall have been duly
completed  and  delivered  by  such  holder  to the  Company  or  mailed  to the
appropriate  taxing  authority within 60 days following a written request of the
Company  (which  request  shall be  accompanied  by copies of such Form).  On or
before the Effective Date the Company will furnish each  Noteholder  with copies
of United  Kingdom  Inland  Revenue Form FD-13 (the  appropriate  Form currently
required to be filed in the United  Kingdom  pursuant to clause (b) of the first
paragraph of this Section 14), and in  connection  with the transfer of any Note
the Company  will furnish the  transferee  of such Note with copies of all Forms
then required. For the avoidance of doubt, each Noteholder acknowledges that the
information  required to be provided  in the current  version of United  Kingdom
Inland Revenue Form FD-13 does not involve the disclosure of tax return or other
information that is confidential or proprietary to any Noteholder.

     The Company will furnish the holders of Notes, within the period of payment
permitted by applicable law, an official receipt, if any, issued by the relevant
taxation or other  authorities  involved for all amounts deducted or withheld as
aforesaid.

     15. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     15.1. Registration of Notes.

     The Issuer shall keep at its principal  executive office a register for the
registration  and  registration  of transfers of Notes.  The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each  transferee of one or more Notes shall be  registered in such  register.
Prior to due presentment for registration of transfer,  the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all  purposes  hereof,  and the Issuer  shall not be affected by any
notice or  knowledge to the  contrary.  The Issuer shall give to any holder of a
Note  that is an  Institutional  Investor  promptly  upon  request  therefor,  a
complete and correct copy of the names and addresses of all  registered  holders
of Notes.

     15.2. Transfer and Exchange of Notes.

     Upon surrender of any Note at the principal  executive office of the Issuer
for  registration  of transfer or exchange  (and in the case of a surrender  for
registration  of transfer  accompanied by a written  instrument of transfer duly
executed by the  registered  holder of such Note or such holder's  attorney duly
authorized  in  writing  and  accompanied  by the  address  for  notices of each
transferee of such Note or part  thereof),  within ten Business Days  thereafter
the Issuer  shall  execute  and  deliver,  at the  Issuer's  expense  (except as
provided  below),  one or more new Notes (as requested by the holder thereof) in
exchange  therefor,  in an  aggregate  principal

                                      -89-
<PAGE>

amount equal to the unpaid principal  amount of the surrendered  Note. Each such
new Note shall be payable to such Person as such holder may  request.  Each such
new Note shall be dated and bear interest from the date to which  interest shall
have been paid on the surrendered Note or dated the date of the surrendered Note
if no interest shall have been paid thereon. The Issuer may require payment of a
sum sufficient to cover any stamp tax or governmental  charge imposed in respect
of any such transfer of Notes.  Notes shall not be  transferred or registered in
denominations  of less than  $500,000  or any  integral  multiple  of $10,000 in
excess  thereof,  provided  that if  necessary  to enable  the  registration  of
transfer  by a holder  of its  entire  holding  of  Notes,  one Note may be in a
denomination  of less  than  $500,000  or such  integral  multiple.  Unless  any
transferee specifies to the contrary prior to the registration of such transfer,
such transferee, by its acceptance of a Note registered in its name (or the name
of its nominee),  shall be deemed to have made the  representation  set forth in
paragraph  (a), (c) , (d) or (e) of Section 6.2; and no transfer under any other
circumstances  shall be  effected  unless  and until the  transferee  has made a
representation  to the  Issuer  substantially  identical  to that  set  forth in
Section  6.2(b) (in  respect of which the Issuer  agrees to respond  within five
Business Days) or provided other assurances satisfactory to the Issuer that such
transfer would not involve a prohibited  transaction (as such term is defined in
section  406(a)  of  ERISA  and  section  4975(c)(1)(A)-(D)  of the  Code).  The
Noteholders  shall not be liable  for any  damages in  connection  with any such
representation  or assurances  provided to the Issuer by any  transferee.

     15.3. Replacement of Notes.

     Upon receipt by the Issuer of evidence reasonably satisfactory to it of the
ownership of and the loss,  theft,  destruction or mutilation of any Note (which
evidence shall be, in the case of an  Institutional  Investor,  notice from such
Institutional  Investor of such ownership and such loss,  theft,  destruction or
mutilation), and

          (a) in the case of loss, theft or destruction, of indemnity reasonably
     satisfactory  to it  (provided  that if the holder of such Note is, or is a
     nominee for, an original  Noteholder or any other  Institutional  Investor,
     such  Person's own unsecured  agreement of indemnity  shall be deemed to be
     satisfactory), or

          (b) in  the  case  of  mutilation,  upon  surrender  and  cancellation
     thereof,

within ten Business Days  thereafter the Issuer at its own expense shall execute
and deliver,  in lieu thereof,  a new Note,  dated and bearing interest from the
date to which interest shall have been paid on such lost,  stolen,  destroyed or
mutilated  Note or dated the date of such lost,  stolen,  destroyed or mutilated
Note if no interest shall have been paid thereon.


                                      -90-
<PAGE>

     16. PAYMENTS ON NOTES.

     16.1. Place of Payment.

     Subject to Section 16.2, payments of principal,  Make-Whole Amount, if any,
and  interest  becoming  due  and  payable  on the  Notes  shall  be made at the
principal office of Citibank, N.A. in New York City. The Issuer may at any time,
by notice to each holder of a Note,  change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Issuer
in the United States or the  principal  office of a bank or trust company in the
United States.

     16.2. Home Office Payment.

     So long as any  Noteholder  or its nominee shall be the holder of any Note,
and  notwithstanding  anything  contained in Section 16.1 or in such Note to the
contrary,  the Issuer will pay all sums becoming due on such Note for principal,
Make-Whole  Amount,  if any,  and  interest  by the  method  and at the  address
specified  for such purpose  below such  Noteholder's  name in Schedule A, or by
such other method or at such other  address as such  Noteholder  shall have from
time to time  specified to the Issuer in writing for such  purpose,  without the
presentation  or surrender  of such Note or the making of any notation  thereon,
except  that upon  written  request  of the  Issuer  made  concurrently  with or
reasonably  promptly  after  payment  or  prepayment  in full of any Note,  such
Noteholder shall surrender such Note for cancellation, reasonably promptly after
any such  request,  to the Issuer at its  principal  executive  office or at the
place of payment  most  recently  designated  by the Issuer  pursuant to Section
16.1. Prior to any sale or other disposition of any Note held by such Noteholder
or its nominee such Noteholder will, at its election, either endorse thereon the
amount of principal  paid  thereon and the last date to which  interest has been
paid thereon or surrender  such Note to the Issuer in exchange for a new Note or
Notes  pursuant to Section  15.2.  The Issuer  will afford the  benefits of this
Section  16.2 to any  Institutional  Investor  that is the  direct  or  indirect
transferee of any Note  purchased by such  Noteholder  under this  Agreement and
that has made the same  agreement  relating to such Note as such  Noteholder has
made in this Section 16.2.

     17. EXPENSES, ETC.

     17.1. Transaction Expenses.

     Whether or not the transactions  contemplated  hereby are consummated,  the
Issuer and the Company jointly and severally agree to pay all costs and expenses
(including  reasonable  attorneys'  fees of special  counsel and, if  reasonably
required, local or other counsel) incurred by each Noteholder in connection with
such  transactions  and in connection with any  amendments,  waivers or consents
under  or in  respect  of this  Agreement  or the  Notes  (whether  or not  such
amendment,  waiver or consent becomes effective),  including without limitation:
(a) the costs and

                                      -91-
<PAGE>

expenses  incurred in enforcing or defending (or  determining  whether or how to
enforce or defend) any rights under this Agreement,  the Notes or any Subsidiary
Guarantee or in  responding  to any subpoena or other legal  process or informal
investigative demand issued in connection with this Agreement,  the Notes or any
Subsidiary  Guarantee,  or by reason of being a holder of any Note,  and (b) the
costs and expenses,  including  financial advisors' fees, incurred in connection
with the  insolvency or bankruptcy of the Issuer,  the Company or any Subsidiary
Guarantor  or  in  connection  with  any  work-out  or   restructuring   of  the
transactions  contemplated  hereby and by the Notes.  The Issuer and the Company
jointly and severally agree to pay, and jointly and severally agree to save each
Noteholder  harmless from, all claims in respect of any fees,  costs or expenses
if any, of brokers and finders (other than those retained by the Noteholders).

     In furtherance of the foregoing,  on the Effective Date the Issuer will pay
or cause to be paid the fees and  disbursements  and  other  charges  (including
estimated unposted  disbursements and other charges as of the Effective Date) of
Willkie  Farr  &  Gallagher  and  Bingham  Dana  LLP,  special  counsel  to  the
Noteholders,  which are  reflected  in the  statement  of such  special  counsel
submitted to the Issuer at least one Business Day prior to the  Effective  Date.
The Issuer  will also pay,  promptly  upon  receipt of  supplemental  statements
therefor,  reasonable  additional  fees,  if any,  and  disbursements  and other
charges of such  special  counsel in  connection  with the  transactions  hereby
contemplated  (including  disbursements  and other  charges  unposted  as of the
Effective  Date to the  extent  such  disbursements  and  other  charges  exceed
estimated amounts paid as aforesaid).

     17.2. Survival.

     The  obligations  of the Issuer and the Company  under this Section 17 will
survive  the  payment or transfer of any Note,  the  enforcement,  amendment  or
waiver of any provision of this Agreement or the Notes,  and the  termination of
this  Agreement.

     18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

     All  representations  and  warranties  contained  herein shall  survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any  Notheholder of any Note or portion  thereof or interest  therein and the
payment of any Note, and may be relied upon by any subsequent  holder of a Note,
regardless  of  any  investigation  made  at any  time  by or on  behalf  of any
Noteholder  or any  other  holder of a Note.  All  statements  contained  in any
certificate or other  instrument  delivered by or on behalf of the Issuer or the
Company  pursuant  to  this  Agreement  shall  be  deemed   representations  and
warranties  of the Issuer or the Company  under this  Agreement.  Subject to the
preceding sentence, this Agreement and the Notes embody the entire agreement and
understanding  between  the

                                      -92-
<PAGE>

Noteholders  and the Issuer and the Company and supersede  all prior  agreements
and understandings relating to the subject matter hereof.

     19. AMENDMENT AND WAIVER.

     19.1. Requirements.

     This Agreement and the Notes may be amended, and the observance of any term
hereof or of the Notes may be waived (either  retroactively  or  prospectively),
with (and only with) the  written  consent of the Issuer and the Company and the
Majority  Holders,  except  that  (a)  no  amendment  or  waiver  of  any of the
provisions  of Sections 1, 2, 3, 4, 5, 6, 7.1, or 23, or any defined term (as it
is used therein),  will be effective as to any Noteholder unless consented to by
such Noteholder in writing, and (b) no such amendment or waiver may, without the
written  consent  of the  holder of each Note at the time  outstanding  affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration or
rescission,  change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest,  Deferred Make-Whole Interest,  PIK Management Fees, Change of Control
Fees or of the  Make-Whole  Amount on, the Notes,  (ii) change the percentage of
the  principal  amount of the Notes the holders of which are required to consent
to any such  amendment  or waiver,  or (iii)  amend or waive any of  Sections 8,
11(a), 11(b), 12, 13, 14, 19 or 22.

     19.2. Solicitation of Holders of Notes.

          (a) Solicitation.  The Issuer and the Company will provide each holder
     of the Notes  (irrespective  of the  amount of Notes then owned by it) with
     sufficient information,  sufficiently far in advance of the date a decision
     is  required,  to enable  such holder to make an  informed  and  considered
     decision  with  respect  to any  proposed  amendment,  waiver or consent in
     respect of any of the provisions hereof or of the Notes. The Issuer and the
     Company will deliver executed or true and correct copies of each amendment,
     waiver or consent effected pursuant to the provisions of this Section 19 to
     each holder of outstanding Notes promptly following the date on which it is
     executed  and  delivered  by, or receives  the consent or approval  of, the
     requisite holders of Notes.

          (b)  Payment.  Neither  the Issuer nor the  Company  will  directly or
     indirectly  pay or  cause to be paid any  remuneration,  whether  by way of
     supplemental  or  additional  interest,  fee or  otherwise,  or  grant  any
     security,  to any holder of Notes as consideration  for or as an inducement
     to the  entering  into by any holder of Notes of any waiver or amendment of
     any  of the  terms  and  provisions  hereof  unless  such  remuneration  is
     concurrently paid, or security is concurrently  granted, on the same terms,
     ratably to each

                                      -93-
<PAGE>

     holder of Notes then  outstanding  even if such  holder did not  consent to
     such waiver or amendment.

     19.3. Binding Effect, etc.

     Any amendment or waiver consented to as provided in this Section 19 applies
equally to all  holders of Notes and is binding  upon them and upon each  future
holder of any Note and upon the Issuer and the Company without regard to whether
such  Note has been  marked  to  indicate  such  amendment  or  waiver.  No such
amendment  or  waiver  will  extend  to  or  affect  any  obligation,  covenant,
agreement, Default or Event of Default not expressly amended or waived or impair
any right  consequent  thereon.  No course of dealing  between the Issuer or 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,  the term "this  Agreement"  and references
thereto  shall  mean this  Agreement  as it may from time to time be  amended or
supplemented.

     19.4. Notes held by the Issuer, etc.

     Solely for the purpose of determining  whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding  approved
or  consented  to any  amendment,  waiver  or  consent  to be given  under  this
Agreement  or the Notes,  or have  directed  the  taking of any action  provided
herein  or in the  Notes to be taken  upon the  direction  of the  holders  of a
specified   percentage  of  the  aggregate   principal   amount  of  Notes  then
outstanding,  Notes directly or indirectly  owned by the Issuer,  the Company or
any of their respective Affiliates shall be deemed not to be outstanding.

     20. NOTICES.

     All notices and  communications  provided for hereunder shall be in writing
and sent (a) by telecopy if the sender on the same day sends a  confirming  copy
of such notice by a recognized overnight delivery service (charges prepaid),  or
(b) by  registered  or certified  mail with return  receipt  requested  (postage
prepaid),  or (c) by a  recognized  overnight  delivery  service  (with  charges
prepaid). Any such notice must be sent:

          (a) if to any Noteholder or its nominee,  to such  Noteholder or it at
     the address  specified  for such  communications  in Schedule A, or at such
     other address as such  Noteholder or it shall have  specified to the Issuer
     and the Company in writing,

          (b) if to any other holder of any Note, to such holder at such address
     as such other holder shall have  specified to the Issuer and the Company in
     writing,

                                      -94-
<PAGE>

          (c) if to the Issuer,  to the Issuer at 498 Seventh Avenue,  New York,
     NY 10018,  to the attention of The  Secretary,  or at such other address as
     the Issuer shall have specified to the holder of each Note in writing, or

          (d) if to the Company,  to the Company at 121-141 Westbourne  Terrace,
     London,  W2 6JR, England,  to the attention of Group Treasurer,  or at such
     other  address as the Company  shall have  specified  to the holder of each
     Note in writing.

          (e)  Notices  under  this  Section  20 will be deemed  given only when
     actually received.

     21. REPRODUCTION OF DOCUMENTS.

     This  Agreement  and all documents  relating  thereto,  including,  without
limitation,  (a)  consents,  waivers and  modifications  that may  hereafter  be
executed,  (b)  documents  received by the  Noteholders  on the  Effective  Date
(except the Notes themselves),  and (c) financial  statements,  certificates and
other information  previously or hereafter furnished to the Noteholders,  may be
reproduced  by the  Noteholders  by any  photographic,  photostatic,  microfilm,
microcard,  miniature  photographic or other similar process and the Noteholders
may destroy any  original  document  so  reproduced.  Each of the Issuer and the
Company agrees and stipulates  that, to the extent  permitted by applicable law,
any such reproduction  shall be admissible in evidence as the original itself in
any  judicial or  administrative  proceeding  (whether or not the original is in
existence and whether or not such  reproduction  was made by the  Noteholders in
the  regular  course of  business)  and any  enlargement,  facsimile  or further
reproduction of such reproduction shall likewise be admissible in evidence. This
Section 21 shall not  prohibit  the Issuer or the Company or any other holder of
Notes from  contesting  any such  reproduction  to the same extent that it could
contest the original, or from introducing evidence to demonstrate the inaccuracy
of any such reproduction.

     22. CONFIDENTIAL INFORMATION.

     For the  purposes of this  Section  22,  "Confidential  Information"  means
information  delivered to the  Noteholders by or on behalf of the Company or any
Subsidiary  in connection  with the  transactions  contemplated  by or otherwise
pursuant to this  Agreement  that is  proprietary in nature and that was clearly
marked or  labeled or  otherwise  adequately  identified  when  received  by the
Noteholders as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was publicly known
or otherwise known to any Noteholder prior to the time of such  disclosure,  (b)
subsequently becomes publicly known through no act or omission by any Noteholder
or  any  person  acting  on its  behalf,  (c)  otherwise  becomes  known  to any
Noteholder other than through disclosure by the Company or any Subsidiary or (d)

                                      -95-
<PAGE>

constitutes  financial  statements  delivered to the Noteholders under Section 7
that are  otherwise  publicly  available.  Each  Noteholder  will  maintain  the
confidentiality  of such Confidential  Information in accordance with procedures
adopted by it in good faith to protect confidential information of third parties
delivered  to  it,  provided  that  such  Noteholder  may  deliver  or  disclose
Confidential Information to (i) its directors,  officers,  trustees,  employees,
agents,  attorneys  and  affiliates  (to the extent such  disclosure  reasonably
relates to the  administration  of the  investment  represented by its Notes and
whose duties require them to maintain the  confidentiality of such information),
(ii) its financial advisors and other professional  advisors who agree, or whose
duties  require  them,  to  hold   confidential  the  Confidential   Information
substantially  in accordance  with the terms of this Section 22, (iii) any other
holder of any Note,  (iv) any  Institutional  Investor to which such  Noteholder
sells or  offers  to sell such  Note or any part  thereof  or any  participation
therein  (if such  Person  has agreed in  writing  prior to its  receipt of such
Confidential  Information to be bound by the provisions of this Section 22), (v)
any Person from which such  Noteholder  offers to purchase  any  security of the
Issuer or the Company (if such Person has agreed in writing prior to its receipt
of such  Confidential  Information to be bound by the provisions of this Section
22), (vi) any federal or state regulatory authority having jurisdiction over it,
(vii)  the  National  Association  of  Insurance  Commissioners  or any  similar
organization, or any nationally recognized rating agency that requires access to
information  about its investment  portfolio or (viii) any other Person to which
such  delivery or  disclosure  may be  necessary  or  appropriate  (w) to effect
compliance  with  any  law,  rule,   regulation  or  order  applicable  to  such
Noteholder,  (x) in response to any  subpoena  or other  legal  process,  (y) in
connection  with any litigation to which such Noteholder is a party or (z) if an
Event of Default has occurred and is continuing,  to the extent such  Noteholder
may  reasonably  determine  such  delivery  and  disclosure  to be  necessary or
appropriate in the  enforcement or for the protection of the rights and remedies
under its Notes and this Agreement.  Each holder of a Note, by its acceptance of
a Note,  will be deemed to have  agreed to be bound by and to be entitled to the
benefits  of this  Section  22 as though it were a party to this  Agreement.  On
reasonable  request by the Issuer or the Company in connection with the delivery
to any holder of a Note of  information  required to be delivered to such holder
under this  Agreement or requested by such holder (other than a holder that is a
party  to this  Agreement  or its  nominee),  such  holder  will  enter  into an
agreement  with the Issuer and the  Company  embodying  the  provisions  of this
Section 22. Each Noteholder's obligations under this Section 22 will survive the
payment or transfer of any Note held by such  Noteholder and the  termination of
this Agreement.

     23. SUBSTITUTION OF NOTEHOLDERS.

     Each  Noteholder  shall  have  the  right  to  substitute  any  one  of its
Affiliates as the acquiror of the Notes that it has agreed to acquire hereunder,
by written notice to the Issuer and the Company, which notice shall be signed by
both  such  Noteholder  and  such  Affiliate,  shall  contain  such  Affiliate's
agreement to be bound

                                      -96-
<PAGE>

by this  Agreement and shall  contain a  confirmation  by such  Affiliate of the
accuracy with respect to it of the  representations set forth in Section 6. Upon
receipt of such notice, wherever the word "Noteholder" is used in this Agreement
(other  than in this  Section  23),  such word  shall be deemed to refer to such
Affiliate in lieu of the original  Noteholder.  In the event that such Affiliate
is so  substituted  as a  Noteholder  hereunder  and such  Affiliate  thereafter
transfers  to the  original  Noteholder  all of the  Notes  then  held  by  such
Affiliate,  upon  receipt  by the  Issuer  and the  Company  of  notice  of such
transfer,  wherever the word  "Noteholder" is used in this Agreement (other than
in this  Section  23),  such  word  shall no  longer  be deemed to refer to such
Affiliate,  but  shall  refer  to the  original  Noteholder,  and  the  original
Noteholder  shall have all the rights of an  original  holder of the Notes under
this Agreement.

     24. MISCELLANEOUS.

     24.1. Successors and Assigns.

     All covenants  and other  agreements  contained in this  Agreement by or on
behalf  of any of the  parties  hereto  bind and inure to the  benefit  of their
respective  successors and assigns  (including without limitation any subsequent
holder of a Note) whether so expressed or not.

     24.2. Construction.

     Each covenant contained herein shall be construed (absent express provision
to the contrary) as being  independent of each other covenant  contained herein,
so that  compliance  with any one  covenant  shall not  (absent  such an express
contrary  provision)  be deemed to excuse  compliance  with any other  covenant.
Where any provision herein refers to action to be taken by any Person,  or which
such Person is  prohibited  from  taking,  such  provision  shall be  applicable
whether such action is taken directly or indirectly by such Person.

     24.3. Jurisdiction and Process; Waiver of Jury Trial; Judgment Currency.

          (a) Each of the  Issuer  and the  Company  irrevocably  submits to the
     non-exclusive  in  personam  jurisdiction  of any New York State or federal
     court sitting in the Borough of Manhattan,  The City of New York,  over any
     suit, action or proceeding  arising out of or relating to this Agreement or
     the Notes.  To the fullest extent  permitted by applicable law, each of the
     Issuer and the Company  irrevocably waives and agrees not to assert, by way
     of motion,  as a defense or otherwise,  any claim that it is not subject to
     the in personam  jurisdiction of any such court,  any objection that it may
     now or hereafter  have to the laying of the venue of any such suit,  action
     or proceeding brought in any such court and any claim that any such suit,

                                      -97-
<PAGE>

     action or  proceeding  brought  in any such  court has been  brought  in an
     inconvenient forum.

          (b) Each of the Issuer and the Company  agrees,  to the fullest extent
     permitted by applicable  law, that a final judgment in any suit,  action or
     proceeding of the nature referred to in Section 24.3(a) brought in any such
     court shall be conclusive  and binding upon it subject to rights of appeal,
     as the case may be, and may be enforced in the courts of the United  States
     of  America  or  the  State  of  New  York  (or  any  other  courts  to the
     jurisdiction  of  which  it is or  may be  subject)  by a  suit  upon  such
     judgment.

          (c) Each of the  Issuer and the  Company  consents  to  process  being
     served in any suit,  action or  proceeding  of the  nature  referred  to in
     Section  24.3(a) by mailing a copy thereof by registered or certified mail,
     postage prepaid,  return receipt requested,  to it at its address specified
     in Section 20 or at such other address of which the Noteholders  shall then
     have been notified pursuant to said Section or, in the case of the Company,
     to the  Issuer,  as its agent for the purpose of  accepting  service of any
     process in the United  States.  Each of the Issuer and the  Company  agrees
     that such  service  upon  receipt  (i)  shall be  deemed  in every  respect
     effective service of process upon it in any such suit, action or proceeding
     and (ii) shall, to the fullest extent permitted by applicable law, be taken
     and held to be valid  personal  service upon and  personal  delivery to it.
     Notices hereunder shall be conclusively presumed received as evidenced by a
     delivery  receipt  furnished  by the United  States  Postal  Service or any
     reputable commercial delivery service.

          (d) Nothing in this  Section 24.3 shall affect the right of any holder
     of a Note to serve  process in any manner  permitted  by law,  or limit any
     right that the  holders  of any of the Notes may have to bring  proceedings
     against  the  Issuer  or the  Company  in  the  courts  of any  appropriate
     jurisdiction or to enforce in any lawful manner a judgment  obtained in one
     jurisdiction in any other jurisdiction.

          (e) The Company hereby irrevocably  appoints the Issuer to receive for
     it, and on its  behalf,  service of process in the United  States,  and the
     Issuer  hereby  accepts  such  appointment  and  the  appointment  of  each
     Subsidiary  Guarantor from time to time delivering a Subsidiary  Guarantee,
     as provided in Section 10 of such Subsidiary Guarantee.

          (f) EACH OF THE  ISSUER,  THE COMPANY AND EACH HOLDER OF A NOTE WAIVES
     TRIAL BY JURY IN ANY ACTION  BROUGHT ON OR WITH RESPECT TO THIS  AGREEMENT,
     THE  OTHER  AGREEMENTS,  THE  NOTES  OR  ANY  OTHER  DOCUMENT  EXECUTED  IN
     CONNECTION HEREWITH OR THEREWITH.

                                      -98-
<PAGE>

          (g) Any payment on account of an amount that is payable  hereunder  or
     under the Notes by the Issuer or the Company in U.S.  Dollars which is made
     to or for the account of any holder of Notes in any other currency, whether
     as a result of any  judgment  or order or the  enforcement  thereof  or the
     realization  of any  security  or the  liquidation  of  the  Issuer  or the
     Company,  shall  constitute a discharge of the  obligation of the Issuer or
     the  Company  under this  Agreement  or the Notes only to the extent of the
     amount of U.S.  Dollars  which such  holder  could  purchase in the foreign
     exchange markets in London, England, with the amount of such other currency
     in  accordance  with  normal  banking  procedures  at the rate of  exchange
     prevailing on the London Banking Day following receipt of the payment first
     referred to above. If the amount of U.S. Dollars that could be so purchased
     is less than the amount of U.S. Dollars  originally due to such holder, the
     Issuer and the Company  jointly and severally  agree to the fullest  extent
     permitted  by law,  to  indemnify  and save  harmless  such holder from and
     against  all  loss  or  damage  arising  out  of or  as a  result  of  such
     deficiency.  This indemnity  shall, to the fullest extent permitted by law,
     constitute  an  obligation   separate  and   independent   from  the  other
     obligations contained in this Agreement and the Notes, shall give rise to a
     separate and independent cause of action,  shall apply  irrespective of any
     indulgence  granted by such holder from time to time and shall  continue in
     full  force  and  effect  notwithstanding  any  judgment  or  order  for  a
     liquidated  sum in respect of an amount due hereunder or under the Notes or
     under any judgment or order.  As used herein the term "London  Banking Day"
     shall  mean  any day  other  than  Saturday  or  Sunday  or a day on  which
     commercial  banks are required or authorized by law to be closed in London,
     England.

     24.4. Payments Due on Non-Business Days.

     Anything in this  Agreement  or the Notes to the  contrary  notwithstanding
(but without limiting the requirement in Section 8.2 that notice of any optional
prepayment  specify a Business Day as the date fixed for such  prepayment),  any
payment of  principal of or  Make-Whole  Amount (if any) 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 without  including the  additional  days elapsed in the
computation of the interest payable on such next succeeding Business Day.

     24.5. Severability.

     Any provision of this Agreement that is prohibited or  unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction  shall (to the fullest  extent  permitted  by  applicable  law) not
invalidate or render unenforceable such provision in any other jurisdiction.

                                      -99-
<PAGE>

     24.6. Accounting Terms.

     Notwithstanding  any changes in GAAP or the  interpretation  or application
thereof  subsequent  to  December  31,  1999,  all  financial  covenants  herein
(including those contained in Section 10) shall be calculated in accordance with
(and compliance  shall be determined  solely by reference to) Fixed GAAP. In the
event that there should  occur after  December 31, 1999 any such changes in GAAP
or the  interpretation  or  application  thereof which would have a quantifiable
effect on the  calculation  of the financial  covenants,  the Company  agrees to
provide to each  holder of a Note,  in  addition  to the  financial  information
described in Section 7, such supplemental  financial information with respect to
the relevant  accounting  periods  (calculated  in  accordance  with Fixed GAAP)
affected  by such  changes as is  reasonably  necessary  to allow the holders of
Notes to verify  compliance with the financial  covenants.  All accounting terms
used herein which are not expressly  defined in this Agreement have the meanings
respectively given to them in accordance with Fixed GAAP.

     24.7. 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.
Each  counterpart may consist of a number of copies hereof,  each signed by less
than all, but together signed by all, of the parties hereto.

     24.8. Governing Law.

     This  Agreement and the Notes shall be construed and enforced in accordance
with,  and the rights of the parties shall be governed by, the laws of the State
of New York  excluding  choice-of-law  principles  of the law of such State that
would  require the  application  of the laws of a  jurisdiction  other than such
State.

                                     -100-
<PAGE>

     If each of you are in agreement with the foregoing, please sign the form of
agreement in the space below  provided on a  counterpart  of this  Agreement and
return  it to the  Company,  whereupon  the  foregoing  shall  become a  binding
agreement between each Noteholder, the Issuer and the Company.

                                      Very truly yours,

                                      CORDIANT FINANCE, INC.

                                      By: /s/ Michael J. Kopsak
                                         ---------------------------------------
                                         Name: Michael J. Kopsak
                                         Title: Vice President

                                      CORDIANT COMMUNICATIONS GROUP PLC

                                      By: /s/ Andrew Boland
                                         ---------------------------------------
                                         Name: Andrew Boland
                                         Title: Deputy Finance Director


    Signature Page to Cordiant amended and Restated Note Purchase Agreement
<PAGE>

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

By: /s/ Marie Fioramonti
-----------------------------------
   Name: Marie Fioramonti
   Title: Vice President

HARTFORD LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P., as Investmetn Advisor
      By: Prudential Private Placement Investors, Inc., General Partner

By: /s/ Marie Fioramonti
-----------------------------------
   Name: Marie Fioramonti
   Title: Vice President

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

By: /s/ Marie Fioramonti
-----------------------------------
   Name: Marie Fioramonti
   Title: Vice President

PRUCO LIFE INSURANCE COMPANY

By: /s/ Marie Fioramonti
-----------------------------------
   Name: Marie Fioramonti
         Title: Vice President

USG ANNUITY & LIFE COMPANY
By: ING Investment Management LLC, as Agent

By: /s/ Fred C. Smith
-----------------------------------
   Name: Fred C. Smith
   Title: Executive Vice President

EQUITABLE LIFE INSURANCE COMPANY OF IOWA
By: ING Investment Management LLC, as Agent

By: /s/ Fred C. Smith
-----------------------------------
   Name: Fred C. Smith
   Title: Executive Vice President

    Signature Page to Cordiant amended and Restated Note Purchase Agreement
<PAGE>


GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent

By: /s/ Fred C. Smith
-----------------------------------
   Name: Fred C. Smith
   Title: Executive Vice President

RELIASTER LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent

By: /s/ Fred C. Smith
-----------------------------------
   Name: Fred C. Smith
   Title: Executive Vice President

HARTFORD LIFE INSURANCE COMPANY
By: Hartford Investment Services, Inc.
      Its Agent and Attorney-in-Fact

By: /s/ Kurt H. Nyman
-----------------------------------
   Name: Kurt H. Nyman
   Title: Vice President

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: Hartford Investment Services, Inc.
      Its Agent and Attorney-in-Fact

By: /s/ Kurt H. Nyman
-----------------------------------
   Name: Kurt H. Nyman
   Title: Vice President

MASSACHUSETTS MUTUAL INSURANCE COMPANY
By: David L. Babson & Company Inc., its Investment Adviser

By: /s/ Elizabeth A. Perenick
-----------------------------------
   Name: Elizabeth A. Perenick
   Title: Managing Director

AMERICAN UNITED LIFE INSURANCE COMPANU

By: /s/ Christopher D. Pahlke
-----------------------------------
   Name: Christopher D. Pahlke
   Title: Vice President

    Signature Page to Cordiant amended and Restated Note Purchase Agreement

<PAGE>

THE STATE LIFE INSURANCE COMPANY

By: /s/ Christoopher D. Pahlke
----------------------------------
   Name: Christopher D. Pahlke
   Title: Vice President






    Signature Page to Cordiant amended and Restated Note Purchase Agreement
<PAGE>

                                                                      SCHEDULE A

     This Schedule A shows the names and addresses of the Noteholders  under the
foregoing Amended and Restated Note Purchase Agreement and the principal amounts
of Notes held by each.

<TABLE>
<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA                                                  $56,062,000

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

         Account No. 890-0304-391
         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, PPN
         21851# AA 0, a description of the Note: "7.61% Guaranteed Senior Notes
         due April _, 2011 and whether payment is of principal, premium, or
         interest) to identify the source and application of such funds.

(2)      Address for all notices relating to payments:

         The Prudential Insurance Company of America
         c/o Prudential Capital Group
         Gateway Center Three
         100 Mulberry Street
         Newark, New Jersey  07102
         Attention:  Manager, Investment Operations Group
         Telephone:  973-802-5260
         Fax:  973-802-8055

(3)      Address for all other communications and notices:

                                  Schedule A-1
<PAGE>

         The Prudential Insurance Company of America
         c/o Prudential Capital Group
         Two Prudential Plaza
         180 N. Stetson Street - Suite 5600
         Chicago, IL  60601
         Attention:  Managing Director
         Telephone:  312-540-4233
         Fax:  312-540-4222

(4)      Recipient of telephonic prepayment notices:

         Manager, Investment Structuring and Pricing
         973-367-7398 (Telephone)
         973-802-9425 (Telecopy)

(5)      Tax Identification No.: 22-1211670

                                  Schedule A-2
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
HARTFORD LIFE INSURANCE COMPANY                                                              $5,000,000

(1)      All payments on account of Notes held by such Noteholder shall be made
         before 12:00 noon (New York City time) by wire transfer of immediately
         available funds for credit to:

         A/C # 900-9-000200
         for F/C/T G06641-CRC
         JP Morgan Chase
         New York, NY
         10004 ABA No. 021-000-021

         with sufficient information (including the name of the Company, PPN
         21851# AA 0, a description of the Note: "7.61% Guaranteed Senior Notes
         due 2011" and whether payment is of principal, premium, or interest) to
         identify the source and application of such funds.

(2)      Address for all notices relating to payments:

         Hartford Investment Management Company
         c/o Portfolio Support
         PO Box 1744
         Hartford, CT 06133-1744
         Fax: 860-297-8875/8876

(3)      Address for all other communications and notices:

         Hartford Life Insurance Company
         c/o Prudential Private Placement Investors, L.P.
         Four Gateway Center
         100 Mulberry Street
         Newark, New Jersey  07102-4077
         973-802-8608 (Telephone)
         973-624-6432 (Telecopy)
         Attention:  Mr. Albert Trank,
                     Senior Vice President
         Telephone:  973-624-6432
         Fax:  973-802-8608

                                  Schedule A-3
<PAGE>

(4)      Recipient of telephonic prepayment notices:

         Manager, Investment Structuring and Pricing
         973-367-7398 (Telephone)
         973-802-9425 (Telecopy)

(5)      Tax Identification No.: 06-0974148


                                  Schedule A-4
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY                                                   $2,938,000

(1)      All payments on account of Notes held by such Noteholder shall be made
         before 12:00 noon (New York City time) by wire transfer of immediately
         available funds for credit to:

         Account No. 890-0340-754
         The Bank of New York
         New York, New York
         (ABA No.:  021-000-018)
         Ref: Pruco Life of New Jersey Account

         with sufficient information (including the name of the Company, PPN
         21851# AA 0, a description of the Note: "7.61% Guaranteed Senior Notes
         due 2011" and whether payment is of principal, premium, or interest) to
         identify the source and application of such funds.

(2)      Address for all notices relating to payments:

         Pruco Life Insurance Company of New Jersey
         c/o Investment Operations Group
         Gateway Center Three
         100 Mulberry Street
         Newark, New Jersey  07102-4077
         Attention:  Manager, Trade Management Group
         Telephone:  973-367-3141
         Fax:  973-802-9425

(3)      Address for all other communications and notices:

         Pruco Life Insurance Company of New Jersey
         c/o Prudential Capital Group
         Two Prudential Plaza
         180 North Stetson St., Suite 5600
         Chicago, IL 60601-6716
         Attn: Managing Director
         Telephone: 312-540-4233
         Fax: 312-540-4222

                                  Schedule A-5
<PAGE>

(4)      Recipient of telephonic prepayment notices:

         Manager, Investment Structuring and Pricing
         973-367-7398 (Telephone)
         973-802-9425 (Telecopy)

(5)      Tax Identification No.: 22-2426019


                                  Schedule A-6
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
PRUCO LIFE INSURANCE COMPANY                                                                  $1,000,000

(1)      All payments on account of Notes held by such Noteholder shall be made
         before 12:00 noon (New York City time) by wire transfer of immediately
         available funds for credit to:

         Account No. 890-0304-421
         The Bank of New York
         New York, New York
         (ABA No.:  021-000-018)
         Ref:  Pruco Life of Arizona Account

         With sufficient information (including the name of the Company, PPN
         21851# AA 0, a description of the Note: "7.61% Guaranteed Senior Notes
         2011" and whether payment is of principal, premium, or interest) to
         identify the source and application of such funds.

(2)      Address for all notices relating to payments:

         Pruco Life Insurance Company
         c/o Investment Operations Group
         Gateway Center Three
         100 Mulberry Street
         Newark, New Jersey  07102
         Attention:  Manager, Trade Management Group
         Telephone:  973-367-3141
         Fax:  973-802-9425

(3)      Address for all other communications and notices:

         Pruco Life Insurance Company
         c/o Prudential Capital Group
         Two Prudential Plaza
         180 North Stetson St., Suite 5600
         Chicago, IL  60601-6716
         Attn:  Managing Director
         Fax:  312-540-4222

(4)      Recipient of telephonic prepayment notices:


                                  Schedule A-7
<PAGE>

         Manager, Investment Structuring and Pricing
         973-367-7398 (Telephone)
         973-802-9425 (Telecopy)

(5)      Tax Identification No.: 22-1944557


                                  Schedule A-8
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
USG ANNUITY & LIFE COMPANY                                                                   $24,000,000

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

         The Bank of New York
         ABA #021000018
         BNF: IOC566 - Income Collections
         Attn:  William Cashman
         Re: USG Annuity & Life Company -
         Account # 368520
         Reference:  21851# AA 0

         Each such wire transfer shall set forth the name of the Corporation,
         the full title (including the Coupon rate, issuance date, and final
         maturity date) of the Notes on account of which such payment is made, a
         reference to the PPN, and the due date and application (as among
         principal, premium and interest) of the payment being made.

 (2)     Address for all notices relating to payments:

         ING Investment Management LLC
         5780 Powers Ferry Road, NW,
         Suite 300
         Atlanta, Georgia  30327-4349
         Attention:  Securities Accounting
         Fax: (770) 690-4899

(3)      Address for all other communications and notices:

         ING Investment Management LLC
         100 Washington Avenue South
         Minneapolis, MN  55401
         Attn:  Gary Jacobson
         Phone:  612-372 5200
         Fax:  612-372-3561

         with copy to:

                                  Schedule A-9
<PAGE>

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Phone:  770-690-4857
         Fax:  770-690-4899

(4)      Tax Identification No: 73-0663836


                                 Schedule A-10
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
EQUITABLE LIFE INSURANCE COMPANY OF IOWA                                                     $12,000,000

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

         The Bank of New York
         ABA #021000018
         BNF: IOC566 - Income Collections
         Attn:  William Cashman
         Re:  Equitable Life Insurance Company of Iowa - Account # 068071
         Reference:  21851# AA 0

         Each such wire transfer shall set forth the name of the Corporation,
         the full title (including the Coupon rate, issuance date, and final
         maturity date) of the Notes on account of which such payment is made,
         a reference to the PPN, and the due date and application (as among
         principal, premium and interest) of the payment being made.

(2)      Address for all notices relating to payments:

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Attention:  Securities Accounting
         Fax: (770) 690-4899

(3)      Address for all other communications and notices:

         ING Investment Management LLC
         100 Washington Avenue South
         Minneapolis, MN  55401
         Attn:  Gary Jacobson
         Phone:  612-372 5200
         Fax:  612-372-3561

         with copy to:

                                 Schedule A-11
<PAGE>

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Phone:  770-690-4857
         Fax:  770-690-4899

(4)      Tax Identification No: 42-0236150


                                 Schedule A-12
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
GOLDEN AMERICAN LIFE INSURANCE COMPANY                                                       $12,000,000

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

         The Bank of New York
         ABA #021000018
         BNF: IOC566 - Income Collections
         Attn:  William Cashman
         Re:  Golden American Life Insurance Company
         (MVA Acct.) - Account #136374
         Reference:  21851# AA 0

         Each such wire transfer shall set forth the name of the Corporation,
         the full title (including the Coupon rate, issuance date, and final
         maturity date) of the Notes on account of which such payment is made, a
         reference to the PPN, and the due date and application (as among
         principal, premium and interest) of the payment being made.

(2)      Address for all notices relating to payments:

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Attention:  Securities Accounting
         Fax: (770) 690-4899

(3)      Address for all other communications and notices:

         ING Investment Management LLC
         100 Washington Avenue South
         Minneapolis, MN  55401
         Attn:  Gary Jacobson
         Phone:  612-372 5200
         Fax:  612-372-3561

         with copy to:

                                 Schedule A-13
<PAGE>

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Phone:  770-690-4857
         Fax:  770-690-4899

(4)      Tax Identification No: 41-0991508


                                 Schedule A-14
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
RELIASTAR LIFE INSURANCE COMPANY                                                             $12,000,000

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

         BK OF NYC
         IOC 566 - INST'L CUSTODY
         Bank ABA #021000018
         Acct. #187035
         Acct. Name: ReliaStar Life Insurance Company
         Ref:  [21851# AA 0, Name, Maturity]

         Each such wire transfer shall set forth the name of the Corporation,
         the full title (including the Coupon rate, issuance date, and final
         maturity date) of the Notes on account of which such payment is made, a
         reference to the PPN, and the due date and application (as among
         principal, premium and interest) of the payment being made.

(2)      Address for all notices relating to payments:

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Attention:  Securities Accounting
         Fax: (770) 690-4899

(3)      Address for all other communications and notices:

         ING Investment Management LLC
         100 Washington Avenue South
         Minneapolis, MN  55401
         Attn:  Gary Jacobson
         Phone:  612-372 5200
         Fax:  612-372-3561

         with copy to:

                                 Schedule A-15
<PAGE>

         ING Investment Management LLC
         5780 Powers Ferry Road, NW, Suite 300
         Atlanta, Georgia  30327-4349
         Phone:  770-690-4857
         Fax:  770-690-4899

(4)      Tax Identification No.: 41-0451140


                                 Schedule A-16
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
HARTFORD LIFE INSURANCE COMPANY                                                              $10,000,000
                                                                                             $ 5,000,000

(1)      All payments by wire transfer of immediately available funds to:

         JP Morgan Chase
         4 New York Plaza
         New York, NY 10004
         ABA No. 021000021
         Chase NYC/Cust
         A/C # 900-9-000200 for F/C/T - G06609-LCA ($10,000,000 Note) -
            G06616-LSO ($5,000,000 Note)
         Attn: Bond Interest/Principal-Cordiant Finance
         PPN 21851# AA 0
         Prin $_____________ Int $_______________

         with sufficient information to identify the source and application of
         such funds.

(2)      Address for all notices in respect of payment:

         Hartford Investment Management Company
         c/o Portfolio Support
         P.O. Box 1744
         Hartford, CT 06144-1744
         Fax:     860-297-8875/8876

(3)      Address for all other communications:

         Hartford Investment Management Company
         c/o Investment Department-Private Placements
         P.O. Box 1744
         Hartford, CT 06144-1744
         Fax: 860-297-8884

(4)      Tax Identification No.:  06-0974148

                                 Schedule A-17
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                                  $10,000,000

(1)      All payments by wire transfer of immediately available funds to:

         JP Morgan Chase
         4 New York Plaza
         New York, NY  10004
         ABA No. 021000021
         Chase NYC/Cust
         A/C # 900-9-000200 for F/C/T G06586-ITT
         Attn: Bond Interest/Principal-Cordiant Finance
         PPN 21851# AA 0
         Prin $_____________ Int $_______________

         with sufficient information to identify the source and application of
         such funds.

(2)      Address for all notices in respect of payment:

         Hartford Investment Management Company
         c/o Portfolio Support
         P.O. Box 1744
         Hartford, CT 06144-1744
         Fax: 860-297-8875/8876

(3)      Address for all other communications:

         Hartford Investment Management Company
         c/o Investment Department-Private Placements
         P.O. Box 1744
         Hartford, CT 06144-1744
         Fax: 860-297-8884

 (4)     Tax Identification No.:  39-1052598

                                 Schedule A-18
<PAGE>

<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                                                  $16,000,000

(1)      All payments on account of the Notes shall be made by crediting in the
         form of bank wire transfer of Federal or other immediately available
         funds (identifying each payment as Cordiant Finance, Inc. interest and
         principal) as follows:

         Citibank, N.A.
         111 Wall Street
         New York, NY 10043
         ABA No. 021000089
         For MassMutual Long Term Pool
         Account No. 4067-3488
         Re:     Description of security, principal and interest split

         With telephone advice of payment to the Securities Custody and
         Collection Department of David L. Babson & Company Inc. at (413)
         744-5104 or 413-744-5718

(2)      All notices and communications to be addressed to:

         Massachusetts Mutual Life Insurance Company
         c/o David L. Babson & Company, Inc.
         1500 Main Street Suite 800
         Springfield, MA  01115
         Attn:  Securities Investment Division

(3)      Notices with respect to payments and corporate actions to be addressed
         as provided in clause (2) above:

         Attention:  Securities Custody and Collection
                     Department F 381

                     Telephone: (413) 226-1803 or (413) 226-1839

                     Routing Code: S431


                                 Schedule A-19
<PAGE>

(4)      Tax Identification Number:  04-1590850

                                 Schedule A-20
<PAGE>


<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                                                  $4,000,000

(1)      All payments on account of the Notes shall be made by crediting in the
         form of bank wire transfer of Federal or other immediately available
         funds (identifying each payment as Cordiant Finance, Inc. interest and
         principal) as follows:

         JP Morgan Chase
         4 Chase MetroTech Center
         ABA No. 021000021
         For MassMutual Pension Management
         Account No. 910-2594018
         Re:     Description of security, principal and interest split

         With telephone advice of payment to the Securities Custody and
         Collection Department of David L. Babson & Company Inc. at (413)
         744-5104 or 413-744-5718

(2)      All notices and communications to be addressed to:

         Massachusetts Mutual Life Insurance Company
         c/o David L. Babson & Company, Inc.
         1500 Main Street
         Springfield, MA  01115
         Attn:  Securities Investment Division

(3)      Notices with respect to payments and corporate actions to be addressed
         as provided in clause (2) above:

          Attention:  Securities Custody and Collection
                      Department F 381

                      Telephone: (413) 226-1803 or (413) 226-1839

                      Routing Code: S431

                                 Schedule A-21
<PAGE>

(4)      Tax Identification Number:  04-1590850


                                 Schedule A-22
<PAGE>


<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
AMERICAN UNITED LIFE INSURANCE COMPANY                                                       $4,500,000

(1)      All payments by wire transfer of immediately available funds to:

         Bank of New York
         Attn:  P&I Department
         One Wall Street, 3rd Floor
         Window A
         New York, NY  10286
         ABA #021000018
         BF:  IOC566

         Payments should contain sufficient information to identify the
         breakdown of principal and interest and should identify the full
         description of the Notes and the payment date.

(2)      Address all notices regarding payments and all other communications to:

         American United Life Insurance Company
         One American Square
         Indianapolis, IN 46282

(3)      Tax Identification Number:  35-0145825

                                 Schedule A-23
<PAGE>


<CAPTION>
                                                                                          Principal Amount of
Name and Address of Noteholder                                                                Notes Held
------------------------------                                                            -------------------

<S>                                                                                          <C>
THE STATE LIFE INSURANCE COMPANY                                                             $500,000

(1)      All payments by wire transfer of immediately available funds to:

         Bank of New York
         Attn: P&I Department
         One Wall Street, 3rd Floor
         Window A
         New York, NY 10286
         ABA #021000018
         BF: IOC566
         State Life, c/o American United Life

         Payments should contain sufficient information to identify the
         breakdown of principal and interest and should identify the full
         description of the Notes and the payment date.

(2)      Address all notices regarding payments and all other communications to:

         American United Life Insurance Company
         One American Square
         Indianapolis, IN 46282

(3)      Tax Identification Number:  35-0684263
</TABLE>

                                 Schedule A-24
<PAGE>

                                                                      SCHEDULE B

                                  DEFINED TERMS

     As used herein, the following terms have the respective  meanings set forth
below or set forth in the Section hereof following such term:

     "Acquired Subsidiary Borrowed Money" means all Borrowed Money of any Person
which becomes a Subsidiary  after the April 5, 2001 and which (a) is outstanding
on the date such Person becomes a Subsidiary (or such corporation is at the time
contractually  bound, in writing,  to incur such Borrowed Money) and (b) has not
been (or is not being)  incurred,  extended or renewed in  contemplation of such
Person becoming a Subsidiary.

     "Affiliate"  means, at any time, (a) with respect to any Person  (including
without  limitation  the Issuer or the  Company),  any other Person that at such
time directly or indirectly through one or more intermediaries  Controls,  or is
Controlled by, or is under common Control with, such first Person,  and (b) with
respect to the Issuer or the Company, any Person beneficially owning or holding,
directly or indirectly,  10% or more of any class of voting or equity  interests
of the Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or  more  of any  class  of  voting  or  equity  interests.  As used in this
definition, "Control" means the possession, directly or indirectly, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether  through the ownership of voting  securities,  by contract or otherwise.
Unless the context otherwise  clearly requires,  any reference to an "Affiliate"
is a reference to an Affiliate of the Company.

     "Agreement  in  Principle"  means the  agreement  dated March 28, 2002 made
between the Parent, the Issuer, the Noteholders and the Bank Finance Parties for
the purpose  (inter alia) of agreeing the principal  terms of the  Restructuring
Transaction.

     "Annual Budget" means in respect of each Fiscal Year of the Group, a budget
for such  Fiscal  Year  (broken  down on a monthly  basis) the form (but not the
content) of which is in the agreed form as updated on a quarterly  basis  during
each relevant Fiscal Year.

     "Asset Disposition" is defined in Section 10.2.3.

     "Associated  Person" means, in relation to any person,  a person who is (i)
acting in concert (as defined in the City Code on Takeovers and Mergers  (United
Kingdom)) with that person or (ii) a connected person (as defined in section 839
of the United Kingdom Income and Corporation Taxes Act 1988) of that person.

     "Auditors"   means  KPMG  Audit  Plc  or  such  other   auditing   firm  of
international  standing  as may be  approved  by the board of  directors  of the
Company

                                  Schedule B-1
<PAGE>

(after prior  consultation with the Noteholders) and which has agreed to
provide the Auditor's Reports.

     "Auditors Report" means, in respect of any Fiscal Year, the report from the
Auditors  delivered,  or as the  case  may be,  to be  delivered  under  Section
7.1(d)(v) and Section 7.2.1(c)(B).

     "Authority" is defined in Section 7.3.

     "Bank Agent" means HSBC  Investment Bank plc or such other person as may be
appoint for the Banks pursuant to the Syndicated Loan Agreement.

     "Bank  Arrangers"  means  collectively,  The  Bank  of New  York  and  HSBC
Investment Bank plc,  together with their  successors and assigns acting in such
capacity.

     "Bank Control Payment Date" is defined in Section 8.9(c).

     "Bank Credit  Facility" means (a) each credit,  loan or borrowing  facility
(individually  a  "facility")  identified  as such in  Schedule  5.15,  and each
extension of such facility, and (b) any other facility (including any renewal or
extension of a then existing facility) entered into on or after April 5, 2001 by
the Company or any  Subsidiary  in a principal  amount  equal to or greater than
$20,000,000 (or the equivalent in any other currency,  determined as of the date
of the financial  closing of such credit  facility based on the exchange rate of
such other currency for U.S.  dollars),  but excluding any such facility entered
into solely for cash  management or similar  purposes in the ordinary  course of
business  that provides a netting or cash pooling  arrangement  by and among the
Company and/or one or more  Subsidiaries  in respect of the  Indebtedness  under
such  facility.  If any such facility  entered into after April 5, 2001 provides
for both a cash  management  netting  arrangement  as described  above and other
Indebtedness not subject to netting  arrangements,  the determination of whether
such  facility  constitutes  the Bank Credit  Facility will be based solely upon
such other Indebtedness.

     "Bank Documents" means the Agreement in Principle,  the Restructuring Deed,
the Syndicated Loan Agreement, the letters entered into from time to time by the
Company  setting  out the terms of any fees to be paid by the  Company to a Bank
Finance Party in connection with the providing of the facilities  (including any
overdraft  facility),  the security  documentation  entered  into in  connection
therewith,  and any other  documents  with the Common  Security  Trustee and the
Company agree shall be Bank Documents.

     "Bank Finance Parties" means the Bank Agent, the Bank Arrangers, the Banks,
the Swingline  Bank,  the Overdraft  Bank,  the Security  (Bank) Trustee and the
Common Security Trustee.

                                  Schedule B-2
<PAGE>

     "Bank  Refinancing  Date" means the earlier of (a)  November 8, 2004 or (b)
the date any  refinancing or repayment in full of the Syndicated  Loan Agreement
is consummated.

     "Banks" means, collectively,  the banks and financial institutions party to
the Syndicated Loan  Agreement,  together with their  respective  successors and
assigns.

     "Bid Bond" means a bid,  performance  or advance  payment bond or guarantee
issued by a financial  institution to a client or prospective client of a member
of the Group in connection with a contract for which that member of the Group is
bidding or which has been awarded to that member of the Group.

     "Borrowed  Money" means  Indebtedness  in respect of (i) money  borrowed or
raised and debit balances at banks,  (ii) any amount raised pursuant to any note
purchase facility or the issue of bonds,  notes,  debentures,  loan stock or any
similar  instrument,  (iii) any  counter-indemnity  obligation  in  respect of a
guarantee, indemnity, bond, standby or documentary letter of credit or any other
instrument  issued  by a bank  or  financial  institution,  (iv)  acceptance  or
documentary  credit  facilities,  (v) receivables sold or discounted  (otherwise
than on a  non-recourse  basis),  (vi) deferred  payments for assets or services
acquired where the deferred payment is arranged primarily as a method of raising
finance  or  financing  the  acquisition  of  the  asset  or  services  acquired
(excluding  credit  granted in the  ordinary  course of trading for a period not
exceeding 120 days (or in the case of Greece, Spain and Italy, not exceeding 180
days) and deferred  consideration  payments in respect of Permitted Acquisitions
or Permitted Investments and certain deferred  consideration  obligations listed
on  Schedule  10.1.6,  (vii) the  capital  element  of  Finance  Leases and hire
purchase  contracts,  (viii)  (except  for the  purposes  of the  definition  of
"Consolidated Gross Borrowings")  Derivatives Contracts,  (ix) any preference or
other shares which are mandatorily redeemable or redeemable at the option of the
holder thereof (other than certain preference shares listed on Schedule 9.1.12),
(x) any other transaction (including without limitation forward sale or purchase
agreements  where the  deferred  payment is  arranged  primarily  as a method of
raising finance or financing the acquisition of the asset or services  acquired)
having the  commercial  effect of a  borrowing  or raising of money or of any of
(ii) to (ix) above and (x) guarantees in respect of  Indebtedness  of any person
falling within any of (i) to (x) above.

     "Bridge Debenture" means the composite  guarantee and debenture dated April
5, 2002  between the Company,  certain of the  Company's  Subsidiaries  and HSBC
Investment Bank PLC as bridge security trustee.

     "Bridge Loan Agreement"  means the  (pound)20,000,000  Loan Agreement dated
April 5, 2002 between the Company,  the banks and financial  institutions  named
therein,  The Bank of New York and HSBC Investment Bank PLC as bridge

                                  Schedule B-3
<PAGE>

arrangers,  and HSBC  Investment  Bank PLC as bridge  agent and bridge  security
trustee.

     "Budgeted Capital  Expenditure" means Capital Expenditure incurred or to be
incurred in a Fiscal Year up to a maximum of:

-------------------     -----------------
Fiscal Year ending              Amount
-------------------     -----------------
December 31, 2002       (pound)10,000,000
-------------------     -----------------
December 31, 2003       (pound)17,500,000
------------------      -----------------
December 31, 2004       (pound)20,000,000
------------------      -----------------

     "Business  Day"  means  (a)  for  the  purposes  of  Section  8.13  and the
definition of "Modified  Make-Whole Amount" only, 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, and (b) for the purposes of any other provision of this
Agreement,  any day other than a Saturday, a Sunday or a day on which commercial
banks in New York City or London,  England  are  required  or  authorized  to be
closed.

     "Capital  Expenditure"  means any  expenditure  which  should be treated as
capital  expenditure  in the audited  consolidated  financial  statements of the
Group in accordance with Fixed GAAP.

     "Cash  Pooling  Agreements"  means  arrangements  for  the  pooling  of the
balances  of any two or more Group  member's  bank  accounts  pursuant  to which
arrangements any such member of the Group grants a guarantee,  rights of set-off
or any other  Encumbrance  or transfers  cash between the relevant bank accounts
pursuant to an intra-Group loan.

     "Change of Control" shall occur if a person (whether alone or together with
any Associated  Persons)  becomes the  beneficial  owner of shares in the issued
share capital of the Company carrying the right to exercise more than 50% of the
votes  exercisable at a general  meeting of the Company or more than one-half in
nominal value of the equity share capital of the Company.

     "Change of Control Amount" means, with respect to any preyament of any Note
upon a Change of Control, an amount equal to the excess, if any, of the Modified
Make-Whole  Amount  calculated  over the Make-Whole  Amount in respect  thereof,
provided that the Change of Control Amount shall in no event be less than zero.

                                  Schedule B-4
<PAGE>

     "Change of Control Fee" is defined in Section 8.9(d).

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time, and the rules and regulations  promulgated thereunder from time to time in
effect.

     "Committed   Medium-Term  Bank  Facilities"  means  loan  or  other  credit
facilities  (other  than  letter  of credit or  documentary  credit  facilities)
providing for revolving or term loans pursuant to a written commitment by a bank
or  other  financial   institution  for  which  the  period  until  maturity  or
termination of such commitment and the borrowings  thereunder  have, at the date
of determination, at least 364 days remaining and which are not capable of being
demanded or  withdrawn at any time during such period  (other than  following an
event of default thereunder).

     "Common Security Trust Deed" is defined in Section 2.4(b).

     "Common Security Trustee" means HSBC Investment Bank plc in its capacity as
security  trustee  under the  Security  Agency and  Priority  Agreement  and the
Security Documents, together with its successors and assigns in such capacity.

     "Composite  Guarantee" means the Composite  Guarantee dated on or about the
Effective Date between the Company,  certain of the Company's  Subsidiaries  and
the Common Security Trustee.

     "Composite  Guarantee  and  Debenture"  means the  Composite  Guarantee and
Debenture  dated on or about the Effective Date between the Company,  certain of
the Company's Subsidiaries.

     "Company" or "Parent" means Cordiant  Communications  Group plc (Registered
No. 1320869),  whose registered office is at 121-141 Westbourne Terrace,  London
W2 6JR.

     "Compliance   Certificate"  means  a  certificate  in  form  and  substance
satisfactory to the Majority Holders  delivered to the Noteholders in accordance
with Section 7.1(d)(iv) and Section 7.2.2.

     "Confidential Information" is defined in Section 22.

     "Consolidated  EBITDA" means,  in respect of any period,  the  consolidated
trading profits, but before:

          (a)  exceptional  items and  extraordinary  items (each as  separately
     identified in the relevant profit and loss account);

          (b) profits and losses on disposals of capital assets;

                                  Schedule B-5
<PAGE>

          (c) amortisation of goodwill and other intangible assets;

          (d) depreciation and impairment;

          (e) Consolidated  Gross Interest  Expenditure and interest received or
     receivable; and

          (f) Taxes;

of the Group for such period and after taking into account the applicable  share
of any  profit  or loss of any  joint  venture  or other  person  which is not a
Subsidiary of the Company and after deducting (to the extent otherwise included)
profits (or adding back losses) attributable to minority interests in members of
the Group and after  deducting (to the extent not otherwise  deducted)  Property
Payments.

     "Consolidated  Excess Cash Flow"  means,  in respect of any Fiscal Year the
Consolidated EBITDA of the Group for such period:

after the addition of (if not already added):

          (a) cash  dividends  received from  investments  in joint ventures and
     other persons which are not Subsidiaries of the Company (after Taxes);

          (b) Tax  rebates  received  in cash  which  the Group is  entitled  to
     retain; and

          (c) any other  non-cash  items  expensed in  arriving at  Consolidated
     EBITDA,

after the deduction of (if not already deducted):

          (i) payments in respect of Capital Expenditure;

          (ii) payments of cash exceptional and extraordinary items;

          (iii) Group Taxes paid;

          (iv) any other  non-cash  items  credited in arriving at  Consolidated
     EBITDA,

          (v) Consolidated Net Interest Expenditure;

          (vi) all cash  dividends  paid by the Company  and all cash  dividends
     paid in respect of minority interests in other members of the Group;

          (vii) all  repayments  and  prepayments  of the Notes and all  amounts
     applied  in  repayment  and   cancellation  of  the  facilities  under  the
     Syndicated

                                  Schedule B-6
<PAGE>

     Loan Agreement (where  crediting cash to a cash collateral  account pending
     such  application  is deemed to be such an actual  prepayment)  except  for
     mandatory  repayments or prepayments  of the Notes or the facilities  under
     the  Syndicated  Loan  Agreement  in  accordance  with  the  terms  of  the
     Syndicated  Loan  Agreement  and/or this  Agreement (as  applicable) to the
     extent that the proceeds from the relevant  transaction  which give rise to
     such  repayments or prepayments  are excluded in  determining  Consolidated
     EBITDA for the period;

          (viii) the principal  amount of rental  payments in respect of Finance
     Leases;

          (ix)  all  cash  consideration  paid  for  acquisitions   constituting
     Permitted Acquisitions (including,  without limitation,  by way of earnouts
     or deferred consideration); and

          (x) all amounts paid in connection with employee share option schemes,

and excluding the applicable share of any loss or profit of any joint venture or
other person which is not a  Subsidiary  of the Company  included in arriving at
Consolidated EBITDA,

in each case for,  or paid  during,  such Fiscal  Year and all  calculated  on a
consolidated basis.

     "Consolidated  Gross Borrowings"  means the aggregate  principal or capital
amount of all  Borrowed  Money  incurred  by the Group  (including  any fixed or
minimum premium payable on final repayment) plus the aggregate principal element
of  Borrowed  Money  secured  by any  Encumbrance  over  all or any  part of the
undertaking,  property,  assets,  rights or  revenues of any member of the Group
except that:

          (a) moneys  owing by one member of the Group to another  member of the
     Group shall not be taken into account;

          (b) to avoid double  counting,  no  guarantee of a liability  which is
     already taken into account shall itself be taken into account;

          (c) no  liability  shall be taken into  account  more than once in any
     computation;

          (d)  Consolidated  Gross  Borrowings  expressed  in or  calculated  by
     reference  to a  currency  other  than  Sterling  shall be  converted  into
     Sterling by reference  to the rate of exchange  used by the Company for the
     conversion  of such currency in accordance  with the  management  policy of
     converting  such

                                  Schedule B-7
<PAGE>

     amounts  on a daily  basis or, if the  relevant  currency  was not  thereby
     involved,  by  reference  to the rate of  exchange or  approximate  rate of
     exchange  ruling on such date and  determined on such basis as the Majority
     Holders may determine or approve;

          (e) the principal amount of Consolidated Gross Borrowings deemed to be
     outstanding in relation to Finance Leases or hire purchase agreements shall
     be the present value of the minimum  lease or hire  payments  discounted at
     the  interest  rate  implicit  in  the  relevant  lease  or  hire  purchase
     agreement;

          (f) Indebtedness in respect of cash  collateralized  guarantees issued
     by a Bank  or any of its  associates  or any  bank  under  any  replacement
     facility  in respect  thereof  on behalf of the Group to media  authorities
     shall not be taken into account;

          (g)  Indebtedness of the Group in respect of the guarantees  issued by
     banks on behalf of the Group to media  authorities  in Korea and the United
     Kingdom shall not be taken into account; and

          (h)  without  duplication,  debit  balances  at any bank or  financial
     institutions  under the cash management  arrangements of the Group shall be
     taken into account net of the credit  balances of the Group at such bank or
     financial  institution to the extent that such credit  balances are subject
     to  contractual  set-off  against such debt balances (both before and after
     insolvency) under such cash management arrangements.

     "Consolidated  Gross Interest  Expenditure"  means, in respect of a period,
the aggregate  amount  (calculated on a consolidated  basis) of all  continuing,
regular or periodic  costs,  charges and expenses  accrued during that period in
respect of Consolidated Gross Borrowings, including:

          (a) any acceptance  commission paid or payable in respect of any bills
     of exchange or other negotiable instruments;

          (b) any initial issue discount  allowed on the issue of debentures (to
     the extent  relating to that period  when  amortized  over the term of such
     debentures); and

          (c) the interest component of rentals under Finance Leases,

but excluding:

          (i) arrangement  and other one-off fees (including the  "restructuring
     fees" and "PIK management fees" (and interest  thereon) referred to in, and
     pursuant  to the  terms  of,  the  Syndicated  Loan  Agreement  and the PIK
     Management Fees (as defined below)),  to the extent relating to that period

                                  Schedule B-8
<PAGE>

     when   amortised  over  the  term  of  the  relevant   Consolidated   Gross
     Borrowings); and

          (ii)  amounts  discounted  for FRS12 or SSAP24  purposes to the extent
     they are non-cash items.

     "Consolidated Net Interest  Expenditure" means, in respect of a period, the
Consolidated  Gross Interest  Expenditure  accrued for that period net of credit
interest accrued by the Group during such period.

     "Consolidated  Net  Worth"  means,  as of the  date  of  any  determination
thereof,  the consolidated  total capital and reserves of the Group based on the
balance sheet,  as determined in accordance  with Fixed GAAP, and as adjusted by
adding  back any write  off or  amortization  of  acquisition  goodwill  and any
acquisition goodwill debited to a reserve.

     "Control  Event" means the  occurrence of any one or more of the following:
(a) the  announcement,  by or on behalf of any  person or  Associated  Person or
Associated Persons, in accordance with Rule 25 of the City Code on Takeovers and
Mergers (United Kingdom), of a firm intention to make an offer to the holders of
the ordinary shares of the Company or of a proposal for a scheme of arrangement,
which offer or  proposal,  if  accepted or approved  (as the case may be) by the
requisite  number(s)  of  holders  and  if the  other  conditions  thereto  were
satisfied or waived, would result in a Change of Control or (b) the making of an
offer to the holders of the ordinary shares of the Company or the proposing of a
scheme of arrangement,  which offer or proposal, if accepted or approved (as the
case may be) by the requisite  number(s) of holders and if the other  conditions
thereto were satisfied or waived,  would result in a Change of Control (but, for
the  avoidance  of doubt,  "Control  Event"  shall not include  any  preliminary
approach  or  negotiations  by any  person  or group of  persons  to or with the
Company in respect of any such offer).

     "Control Prepayment Date" is defined in Section 8.9(b).

     "Control Response Date" is defined in Section 8.9(c).

     "Default"  means an event or condition the occurrence or existence of which
would,  with the giving of notice or the lapse of time, or both, become an Event
of Default.

     "Default Rate" means that rate of interest that is the greater of (i) 9.61%
per annum and (ii) 2% above the rate of interest publicly announced by Citibank,
N.A. from time to time at its  principal  office in New York City as its base or
prime rate.

     "Deferred Make-Whole Amount" is defined in Section 8.14(a).

                                  Schedule B-9
<PAGE>

     "Deferred Make-Whole Interest" is defined in Section 8.14(b).

     "Derivatives Contract" means a contract, agreement or transaction which is:

          (k) a rate swap, basis swap, commodity swap, forward rate transaction,
     commodity  option,  equity (or equity or other index) swap or option,  bond
     option, interest rate option, foreign exchange transaction,  cap, collar or
     floor,  currency swap,  currency  option or any other similar  transaction;
     and/or

          (l) any combination of such transactions,

in each case, whether on-exchange or otherwise.

     "Designated non-U.S. Subsidiary" is defined in Section 5.4(a).

     "Dollars" or "$" means the lawful currency of the United States.

     "Effective Date" is defined in Section 3.

     "Encumbrance"  means any  mortgage,  charge  (whether  fixed or  floating),
pledge, lien,  hypothecation,  assignment by way of security,  trust arrangement
for the purpose of  providing  security or other  security  interest of any kind
securing any obligation of any Person or any other arrangement having the effect
of conferring  rights of set-off and includes any agreement to create any of the
foregoing.

     "ERISA  Event"  means  means  (i)(A) any  reportable  event,  as defined in
Section 4043(c) of ERISA and the regulations issued thereunder,  with respect to
a Plan, as to which PBGC has not by regulation waived the requirement of Section
4043(a) of ERISA that it be notified  within  thirty days of the  occurrence  of
such event  (provided  that a failure to meet the  minimum  funding  standard of
Section 412 of the Code or Section 302 of ERISA shall be a reportable  event for
the  purposes of this  paragraph  regardless  of the  issuance of any waivers in
accordance  with  Section  412(d)  of the  Code);  or (B)  the  requirements  of
subsection (1) of Section  4043(b) of ERISA (without regard to subsection (2) of
such  Section) are met with  respect to a  contributing  sponsor,  as defined in
Section  4001(a)(13) of ERISA,  of a Plan,  and an event  described in paragraph
(9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
to occur with respect to such Plan within the following 30 days; (ii) the filing
of a notice of intent to terminate any plan under Section 4041(a)(2) of ERISA in
a distress  termination under Section 4041(c) of ERISA; (iii) the institution by
PBGC of proceedings  under Section 4042 of ERISA for the  termination of, or the
appointment  of a trustee to  administer,  any Plan; and (iv) an engagement in a
non-exempt prohibited transaction within the meaning of Section 4975 of the Code
or Section 406 of ERISA with respect to any plan,  which upon the  occurrence of
any of the events  described in paragraphs (i) to (iv)

                                 Schedule B-10
<PAGE>

(inclusive) above would reasonably be expected to result in a material liability
of any member of the Group or any ERISA Affiliate.

     "Existing Note Purchase Agreements" is defined in Section 1.1.

     "Existing Notes" is defined in Section 1.1.

     "Existing Parent Guarantee" is defined in Section 1.2.

     "Existing Subsidiary Guarantors" is defined in Section 1.3.

     "Environmental  Laws" means any and all Federal,  state, local, and foreign
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits, concessions,  grants, franchises,  licenses, agreements or governmental
restrictions  relating to pollution and the protection of the environment or the
release of any  materials  into the  environment,  including  but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

     "equity  share  capital" has the meaning  given to it in Section 744 of the
Companies Act 1985.

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

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single  employer  together  with the Company  under section
414(b) and (c) of the Code.

     "Euro-Zone" means each country that is a Participating Member State.

     "Event of Default" is defined in Section 11.

     "Exchange Act" means the  Securities  Exchange Act of 1934, as amended from
time to time.

     "Existing Subsidiary Guarantees" is defined in Section 1.3.

     "Facilities   Group"  means  The  Facilities   Group  Limited,   a  company
incorporated in England and Wales with registered number 00294029.

     "Facilities  Group  Joint  Venture   Agreement"  means  the  Joint  Venture
Agreement  dated  December 11, 1997 between the Company and Publicis  Group S.A.
relating to Facilities Group.

                                 Schedule B-11
<PAGE>

     "Finance Documents" means,  collectively,  the Agreement in Principle, this
Agreement,  the Notes,  the Common  Security  Trust Deed,  the  Guarantees,  the
Subsidiary  Guarantor Consents,  the Security  Documents,  and any and all other
agreements,  documents and instruments  relating  thereto or hereto to which any
one or more  of the  Noteholders,  any  Obligor  or any  other  Subsidiary  is a
party.^^

     "Finance  Lease" means a lease treated as a finance lease pursuant to Fixed
GAAP (including, for the avoidance of doubt, SSAP 21).

     "Financial Model" is defined in Section 4.14(a).

     "Fiscal  Half-Year"  means,  in respect of each  Fiscal  Year,  each of the
periods (each  comprising six successive  months) ending on or about June 30 and
December 31.

     "Fiscal Quarter" means each fiscal period for the Group of three successive
months  beginning  on the day after a Quarter  Day and  ending on the  following
Quarter Day.

     "Fiscal  Year"  means each  fiscal  period for the Group  beginning  on 1st
January and ending on 31 December in that year.

     "Fixed  GAAP" means GAAP as applied to the Group's  accounts for the Fiscal
Year ending December 31, 1999.

     "Foreign Plan" means each plan that is  maintained,  sponsored or otherwise
contributed to by the Company or any Subsidiary and that provides  retirement or
welfare  benefits and is maintained  outside the United States primarily for the
benefit  of  individuals  substantially  all of whom  are or  were  "nonresident
aliens", as defined in section 7701(b) of the Code.

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United Kingdom.

     "Governmental Authority" means

          (m) the government of

               (i) the  United  States of  America  or any State  thereof or the
          United Kingdom or any other political subdivision of any thereof, or

               (ii) any  jurisdiction  in which the  Company  or any  Subsidiary
          conducts  all  or  any  part  of  its   business,   or  which  asserts
          jurisdiction over any properties of the Company or any Subsidiary, or

          (n) any entity exercising executive, legislative, judicial, regulatory
     or administrative functions of, or pertaining to, any such government.

                                 Schedule B-12
<PAGE>

     "Group"  means  the  Company  and its  Subsidiaries  from  time to time and
"member of the Group" means any one of them.

     "Group  Structure  Charts" means the charts,  in the agreed form, which set
out the structure of the Group.

     "Guaranteed Obligations" is defined in Section 13.1(a).

     "Guarantees" is defined in Section 2.3 and includes the Composite Guarantee
and Debenture and the Composite Guarantee.

     "Guarantor Group" means the Issuer, the Company and the Guarantors.

     "Guarantors" is defined in Section 2.3.

     "Guaranty"  means, with respect to any Person,  any obligation  (except the
endorsement  in the ordinary  course of business of negotiable  instruments  for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend or other  obligation  of any other Person in any manner,
whether  directly  or  indirectly,   including  without  limitation  obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (o) to  purchase  such  indebtedness  or  obligation  or any  property
     constituting security therefor;

          (p) to advance or supply funds (i) for the purchase or payment of such
     indebtedness  or  obligation,  or (ii) to maintain  any working  capital or
     other  balance  sheet  condition or any income  statement  condition of any
     other  Person or  otherwise  to  advance  or make  available  funds for the
     purchase or payment of such indebtedness or obligation;

          (q)  to  lease  properties  or  to  purchase  properties  or  services
     primarily  for the purpose of assuring  the owner of such  indebtedness  or
     obligation  of the  ability  of any  other  Person to make  payment  of the
     indebtedness or obligation; or

          (r) otherwise to assure the owner of such  indebtedness  or obligation
     against loss in respect thereof.

     In any computation of the indebtedness or other  liabilities of the obligor
under any Guaranty,  the indebtedness or other  obligations that are the subject
of such Guaranty shall be assumed to be direct obligations of such obligor.

     "Hazardous  Material"  means  any and all  pollutants,  toxic or  hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal  of which may be  required  or the  generation,  manufacture,  refining,

                                 Schedule B-13
<PAGE>

production, processing, treatment, storage, handling, transportation,  transfer,
use, disposal, release, discharge,  spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law (including
without   limitation   asbestos,   urea   formaldehyde   foam   insulation   and
polychlorinated biphenyls).

     "Hedging Strategy Letter" is defined in Section 4.11.

     "holder"  means,  with  respect to any Note,  the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
15.1. Unless the context otherwise requires, each holder of a Note shall also be
a holder of the Parent Guarantee for purposes of Sections 13 and 14.

     "Indebtedness"  means any obligation for the payment or repayment of money,
whether as  principal  or as surety  and  whether  present or future,  actual or
contingent;

     "Information Package" means collectively,  "The Information  Disclosure for
Lenders" dated December 14, 2001,  the financial  report  prepared by KPMG dated
January 2001  addressed to (among others) the Company and the  Noteholders,  the
Financial  Model,  the Group Structure  Charts,  the "Guarantor  Group Revenue &
EBITDA  Analysis (as at January 31, 2002) dated  February 1, 2002,  the "Earnout
Projections - 2002 to 2004 (as at December 31, 2001) dated February 4, 2002, the
"Customer Memorandum" dated January 31, 2002, and the presentation documentation
provided by the Company with its presentation on or about March 19, 2002.

     "Institutional  Investor"  means (a) any original  purchaser of a Note, (b)
any holder of a Note holding  (together with one or more of its Affiliates) more
than 10% of the aggregate  principal amount of the Notes then outstanding),  and
(c) any bank,  trust company,  savings and loan  association or other  financial
institution,  any pension plan, any investment  company,  any insurance company,
any broker or dealer,  or any other  similar  financial  institution  or entity,
regardless of legal form.

     "Intellectual  Property Rights" means any patent, trade mark, service mark,
registered design,  trade name or copyright required to carry on the business of
any member of the Group.

     "Intercreditor Agreement" means the intercreditor agreement entered into on
or about the Effective Date between, among others, the Obligors, the Noteholders
and the Bank Finance Parties.

     "Majority  Holders"  means, at any time, the holders of at least a majority
in unpaid principal  amount of the Notes at the time  outstanding  (exclusive of
Notes then owned by the Issuer or any of its Affiliates).

                                 Schedule B-14
<PAGE>

     "Make-Whole Amount" is defined in Section 8.13.

     "Material" means material in relation to the business, operations, affairs,
financial  condition,  assets or properties of the Company and its  Subsidiaries
taken as a whole.

     "Material  Adverse  Effect"  means a  reference  to any  effect,  event  or
circumstance  (on  its  own or in  combination  with  other  effect,  events  or
circumstances):

          (a) which is, or is reasonably likely to be, materially adverse to (i)
     the ability of any Obligor to perform any of its  obligations  under any of
     the Finance Documents, or (ii) the business,  assets or financial condition
     of the Group taken as a whole; or

          (b) which results in, or is reasonably likely to result in, any of the
     Finance Documents not being legal,  valid and binding on, and,  enforceable
     substantially in accordance with their terms, against any party thereto.

     "Material Subsidiary" means:

          (a) any member of the Group which is party to any Bank Documents or is
     an Obligor; and

          (b) any other Subsidiary of the Company:

               (i) whose  EBITDA,  together  with that of its  Subsidiaries,  is
          equal to or exceeds 3 % of the Consolidated EBITDA of the Group (where
          EBITDA shall be construed  appropriately  in respect of such member of
          the Group by reference to the definition of EBITDA); or

               (ii)  whose   gross   revenues,   together   with  those  of  its
          Subsidiaries,  is equal to or  exceeds 3 % of the  consolidated  gross
          revenues of the Group; or

               (iii) to which has been  transferred  (whether by one transaction
          or a series of transactions,  related or not) all or substantially all
          of the assets of another member of the Group which,  immediately prior
          to that transaction or any of the  transactions in that series,  was a
          Material  Subsidiary as determined under paragraphs (i) or (ii) above;
          or

               (iv)  which  is  a  holding  company  of  a  Material  Subsidiary
          determined under paragraphs (i) through (iii) above,

                                 Schedule B-15
<PAGE>

          as  determined  by reference to the then latest  quarterly  management
          accounts, the latest audited consolidated financial statements for the
          time being of the Group  delivered under this Agreement and such other
          financial statements of the relevant members of the Group (prepared on
          the same basis as such  financial  statements  delivered in accordance
          with this  Agreement in respect of the same period to which such other
          financial  statements  relate)  as  are  necessary  for  the  relevant
          compliance   certificate   to  be  duly  completed  and  delivered  in
          accordance  with Section 7,  provided that (1) in the case of a member
          of the Group  acquired  after the end of the  period to which the then
          latest  financial  statements of the Group delivered  pursuant to this
          Agreement  relate,   the  reference  to  such  then  latest  financial
          statements shall (until financial statements have been delivered under
          such  clauses  for the  period in which such  acquisition  is made) be
          deemed to be a reference to a consolidation  (in accordance with Fixed
          GAAP)  of  such  then  latest  financial  statements  and  the  latest
          financial  statements  of such  acquired  member of the Group for such
          period and (2) a report of the  Company's  auditors  to the holders of
          the Notes  that a  Subsidiary  of the  Company is or is not a Material
          Subsidiary (in  accordance  with this  definition)  when delivered (as
          part of the report of the Company's  auditors or  otherwise)  shall be
          conclusive and binding on the parties hereto.

     "Modified  Make-Whole  Amount"  means,  with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining  Scheduled
Payments  with  respect to the Called  Principal of such Note over the amount of
such Called Principal,  provided that the Modified Make-Whole Amount shall in no
event be less than zero. For the purposes of determining the Modified Make-Whole
Amount, the following terms have the following meanings:

          "Applicable Margin" means 0.50% (50 basis points).

          "Called  Principal"  means, with respect to any Note, the principal of
     such Note that is to be prepaid pursuant to Section 8.9.

          "Discounted  Value" means, 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
     (applied on the same periodic  basis as that on which interest on the Notes
     is payable)  equal to the  Reinvestment  Yield with  respect to such Called
     Principal.

                                 Schedule B-16
<PAGE>

          "Reinvestment  Yield" means,  with respect to the Called  Principal of
     any Note,  the sum of the  Applicable  Margin  plus the  yield to  maturity
     implied by (i) the yields  reported,  as of 10:00 A.M. (New York City time)
     on the second  Business Day preceding the  Settlement  Date with respect to
     such Called Principal,  on (x) the Bloomberg  Financial Markets News screen
     PX1 or the equivalent screen provided by Bloomberg  Financial Markets News,
     or (y) if such on-line market data is not at the time provided by Bloomberg
     Financial  Markets  News,  on the display  designated  as "Page 500" on the
     Telerate  service  (or such other  display as may  replace  Page 500 on the
     Telerate service), in any case 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,  or (ii)  if such  yields  are not
     reported  as of such time or the  yields  reported  as of such time are not
     ascertainable  (including by way of  interpolation),  the Treasury Constant
     Maturity Series Yields  reported,  for the latest day for which such yields
     have  been  so  reported  as of  the  second  Business  Day  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 will 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 (1) the  actively  traded U.S.  Treasury  security  with a maturity
     closest to and greater than the Remaining Average Life and (2) the actively
     traded U.S.  Treasury security with a maturity closest to and less than the
     Remaining Average Life.

          "Remaining  Average Life" means, with respect to any Called Principal,
     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) the  principal  component  of each  Remaining
     Scheduled  Payment with respect to such Called  Principal by (b) the number
     of years  (calculated  to the  nearest  one-twelfth  year) that 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"  means,  with  respect  to the Called
     Principal of any Note,  all payments of such Called  Principal and interest
     thereon  that would be due 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, provided that if such Settlement Date is not a date
     on which interest payments are due to be made under the terms of the Notes,
     then the amount of the next succeeding  scheduled  interest payment will be
     reduced  by the amount of  interest  accrued  to such  Settlement  Date and
     required  to be paid on such  Settlement  Date  pursuant  to Section 8.9 or
     12.1.

                                 Schedule B-17
<PAGE>

          "Settlement  Date" means,  with respect to the Called Principal of any
     Note, the date on which such Called  Principal is to be prepaid pursuant to
     Section 8.9.

          The Modified  Make-Whole Amount shall be calculated for any prepayment
     or repayment of the Notes based on the interest rate,  interest payment and
     mandatory  prepayment  schedule and maturity date of the notes as set forth
     in the Notes and this Agreement.

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

     "Net Derivatives  Liability" means, at any time, the net liability (if any)
at such  time of the  members  of the  Group  taken  as a whole  in  respect  of
Derivatives  Contracts  determined  by reference  to the amounts  which would be
payable or receivable by the members of the Group  pursuant to the terms of such
Derivatives  Contracts if such  Derivatives  Contracts  were  terminated at such
time.

     "Net Proceeds" means,  the full amount of proceeds  received by a member of
the Group in respect thereof less the reasonable  costs incurred by the relevant
member of the Group in  relation  thereto for which  purpose  (a) such  proceeds
shall be taken to include, in addition to consideration directly attributable to
the  disposal of such asset or such  matter,  any amount owing to and set-off by
the relevant  purchaser  or other  relevant  third  party,  and (b) any proceeds
received  otherwise  than in cash will be treated as Net Proceeds  only upon the
subsequent  realization  of  cash  from  such  proceeds.  For  purposes  of this
definition,  "reasonable  costs  incurred by the  relevant  member of the Group"
includes   reasonable   legal  fees,   agents'   commissions,   auditors'  fees,
registration  fees and Taxes paid or properly  provided for in  accordance  with
GAAP (where such Tax is likely to become payable within the following 18 months,
or, only in the case of (i) any  exercise of the put or call  options  under the
Zenith  Joint  Venture  Agreement  or any other  disposal  of  shares  (or other
interests) in Zenith or (ii) any flotation of, or sale or other  disposal of all
or  substantially  all of its assets and  undertakings  by, Zenith or any of its
Subsidiaries,  where the Company demonstrates to the reasonable  satisfaction of
the Majority Holders that such Tax will become payable after such period).

     "New Money" is defined in the Intercreditor Agreement.

     "New Money Commitments" is defined in the Intercreditor Agreement.

     "New  Subsidiary  Guarantees"  is defined in Section 2.3 and  includes  the
Composite Guarantee and Debenture and the Composite Guarantee.

     "New Subsidiary Guarantors" is defined in Section 2.3.

                                 Schedule B-18
<PAGE>

     "Non-Guarantor  Group"  means  those  members  of the  Group  which are not
members of the Guarantor Group.

     "Noteholders" is defined in the introductory paragraph of this Agreement.

     "Notes" is defined in Section 2.1(a).

     "Obligor" means the Issuer, the Company, the Subsidiary  Guarantors and the
Security Providers.

     "OECD" means the "Organization for Economic  Co-operation and Development",
the economic organization  currently comprising 29 nations formed by the signing
of a convention in Paris on December 14, 1960.

     "Officer's  Certificate"  means a certificate of a Senior Financial Officer
or of any other officer of the Issuer or the Company,  as the case may be, whose
responsibilities extend to the subject matter of such certificate.

     "Overdraft Bank" means HSBC Bank plc as overdraft bank under the Syndicated
Loan Agreement with their successors in title.

     "Parent Guarantee" is defined in Section 2.2.

     "Participating  Member  State" means a member  state of the European  Union
that has adopted or adopts the single currency in accordance with the Treaty.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  referred to and
defined in Section 4002 of ERISA or any successor thereto.

     "Permitted Acquisitions" means:

          (a) those acquisitions set out in Schedule 10.1.6;

          (b)  investments  in the then  existing  Subsidiary  Guarantors  (or a
     member  of  the  Group  or  a  newly  formed  entity  which  in  each  case
     simultaneously  becomes a Subsidiary Guarantor) and investments by a member
     of the Group which is not a Subsidiary  Guarantor in another  member of the
     Group which is not a Subsidiary Guarantor;

          (c) Permitted Investments (as defined below); and

          (d) the acquisition of related businesses  (including  companies where
     the  liability of its  shareholders  is limited to their  respective  share
     capital in such company but not other entities) provided that:

               (i) the consideration (without double counting within the Group),
          including,  without limitation,  any deferred consideration

                                 Schedule B-19
<PAGE>

          (whenever  payable),  and the obligations in respect of Borrowed Money
          of any such company  immediately  following its  acquisition or repaid
          directly or indirectly by any member of the Group or otherwise assumed
          by the Group and taking the value of any non-cash consideration at the
          higher of its stated value under the  agreement(s) for the acquisition
          in question  and the market  value of such  consideration  on the date
          such  agreement(s)  were entered into by the Group,  in respect of all
          such acquisitions by the Group (other than  consideration  constituted
          by ordinary shares in the Parent issued or transferred to the relevant
          vendor  (or as it may  direct))  shall not exceed  $2,000,000  (or its
          equivalent in any other currency) in aggregate in any Fiscal Year; and

               (ii) the  consideration  constituted  by  ordinary  shares in the
          Company  issued or  transferred  to the relevant  vendor (or as it may
          direct))  in  respect  of any  single  acquisition  shall  not  exceed
          $20,000,000 (or its equivalent); and

               (iii) the finance  director of the Company delivers a certificate
          to the holders of Notes at least 5 Business  Days before any member of
          the Group enters into any  commitment  (conditional  or  otherwise) to
          make such an acquisition in which the finance  director of the Company
          confirms  that in his opinion (but  without any personal  liability on
          the part of such finance director):

                    (A) the  Company  is  basing  such  certificate  on the most
               recent financial  information relating to such business which has
               been obtained by the Company  (acting  prudently and  reasonably)
               and the Group's latest forecasts and projections  (which are fair
               and  reasonable  and have taken  full and  proper  account of the
               business to be so acquired  (including,  without limitation,  all
               contingent   liabilities  relating  to  the  business  to  be  so
               acquired);


                    (B) the business to be so acquired is not  insolvent  and is
               EBITDA  positive (as determined in accordance with the definition
               of Consolidated  EBITDA above, but adjusted to exclude the effect
               of historic  non-recurring costs which will no longer be incurred
               by that business following its acquisition);

                    (C) such  acquisition  is not,  and the Company is not aware
               (after due  enquiry) of any matter or event which is,  reasonably
               likely to result  in a breach  of  Section  10.3.1 or an Event of
               Default under  paragraphs  (a), (b), (f), (g), (h), (i), (j), (k)

                                 Schedule B-20
<PAGE>

               and (l) either  immediately or within the period ending 12 months
               after the date of such acquisition;

                    (D) the  Group  is  reasonably  likely  to  have  sufficient
               working capital during the period ending 12 months after the date
               of such acquisition;

                    (E)  after  taking  into  account  any  Capital  Expenditure
               incurred by the Group in making such acquisition,  the Group will
               still be able, in compliance with the financial covenants in this
               Agreement,  to undertake  sufficient Capital Expenditure so as to
               properly  maintain  its  businesses  during the period  ending 12
               months after the date of such acquisition;

                    (F) in the case of acquisitions by members of the Group that
               are not  Subsidiary  Guarantors,  such  acquisition is not funded
               directly or indirectly by any Subsidiary Guarantor, other than to
               the extent such funding is a Permitted Investment; and

                    (G) no  Default or Event of Default  has  occurred  which is
               continuing  and no Default  or Event of  Default  will arise as a
               result of such acquisition; and

               (iv) no  Default  or  Event  of  Default  has  occurred  which is
          continuing  and no Default or Event of Default  will arise as a result
          of such acquisition,

          and for the avoidance of doubt, any such acquired  businesses shall be
          immediately  subject to the  provisions of Section  9.1.11 and Section
          10.

     "Permitted Borrowed Money" means:

          (a) Borrowed Money arising from normal trade credit;

          (b) the  Borrowed  Money of any persons  acquired by any member of the
     Group  pursuant to the  acquisition  of Diamond Ad Ltd.  provided that such
     Borrowed  Money  at no  time  exceeds  Korean  Won  16,900,000,000  (or its
     equivalent) in aggregate;

          (c) any  Borrowed  Money of any person  (other  than  pursuant  to the
     acquisition  of Diamond Ad Ltd. or the  acquisition  of  Lighthouse  Global
     Network  Inc.)  acquired  by any  member  of the  Group  after  the date of
     Syndicated  Loan  Agreement,  where such Borrowed Money was existing at the
     time of such  acquisition and was not incurred in  contemplation  of, or in
     connection  with,  that  acquisition and where no member of the Group other
     than the person so acquired has any  obligation  (actual or  contingent) in

                                 Schedule B-21
<PAGE>

     respect of such Borrowed  Money (and where such Borrowed Money is permitted
     under clause (d) of the  definition  of  "Permitted  Acquisitions")  and is
     repaid or otherwise discharged within 30 days of such acquisition;

          (d) Borrowed  Money not  exceeding  Australian  Dollars  10,000,000 in
     aggregate  in respect of  working  capital  facilities  made  available  in
     Australia to members of the Group;

          (e) without  duplication,  Borrowed Money in respect of debit balances
     at any bank or financial institution under the cash management arrangements
     of the  Group  (net of the  credit  balances  of the  Group at such bank or
     financial  institution to the extent that such credit  balances are subject
     to contractual  set-off  against such debit balances (both before and after
     insolvency under such cash management  arrangements) where the aggregate of
     all such net debit  balances of the Group does not exceed  (pound)5,000,000
     (or its equivalent);

          (f) Borrowed Money in respect of the Syndicated Loan Agreement  (under
     the  terms as in  effect  on the  Effective  Date or as such  terms  may be
     amended in accordance  with the  Intercreditor  Agreement)  and the Finance
     Documents;

          (g)  Indebtedness  in  respect  of Finance  Leases  provided  that the
     aggregate amount of the principal  element of the  Indebtedness  under such
     Finance Leases does not exceed  (pound)2,000,000 (or its equivalent) at any
     time;

          (h)  performance  bonds  issued by a member of the Group in respect of
     the obligations  (other than any payment  obligations) of another member of
     the Group in the ordinary course of trading;

          (i) derivatives  contracts entered into in accordance with the Hedging
     Strategy Letter;

          (j) Borrowed  Money owed by one member of the Group to another  member
     of the Group (to the extent otherwise permitted under this Agreement);

          (k)  Borrowed  Money of in  respect of  guarantees  issued by banks on
     behalf of members of the Group to media authorities in Korea and the United
     Kingdom  in  each  case in  connection  with  bona  fide  arrangements  for
     maintenance  of media  accreditation  in  accordance  with normal  industry
     practice; and

          (l)  Borrowed  Money in  addition  to that  permitted  by clauses  (a)
     through (k) above not exceeding  (pound)16,000,000  (or its  equivalent) in
     aggregate at any given time.

                                 Schedule B-22
<PAGE>

     "Permitted Disposals" means:

          (a) the disposal of  stock-in-trade  in the ordinary  course of day to
     day trading;

          (b) any disposal for cash on arm's length terms where the aggregate of
     the greater of the consideration and the market value of all such disposals
     does not exceed  (pound)10,000,000  (or its  equivalent)  provided that the
     aggregate  Net Proceeds of such disposal are applied as (and to the extent)
     required by the Section 8.5; and

          (c) any disposal by:

               (i) a member of the Group to a Subsidiary Guarantor; and

               (ii) a member of the Group which is not a Subsidiary Guarantor to
          another member of the Group which is not a Subsidiary Guarantor,

     but so that in each case where any such asset is  shares,  other  ownership
     interests in any person or entity, real property or real estate (or related
     insurance policies),  receivables (including intra-Group debts) or, in each
     case,  rights or claims in  respect  of any such asset and is subject or is
     expressed  to be  subject  to  an  Encumbrance  pursuant  to  any  Security
     Documents  such disposal shall only be permitted if either (x) the Majority
     Holders are satisfied that the Subsidiary  Guarantee  given by the disposee
     of the  obligations of the Obligors under (inter alia) the Syndicated  Loan
     Agreement,  the Notes  and the  Security  Documents  are not  limited  to a
     greater  extent  than that given by the  disposer  and that either (1) such
     Encumbrance is not prejudiced as a result of such disposal or (2) the asset
     concerned  becomes  subject  to  a  fully   enforceable,   legally  binding
     Encumbrance  in favour of the Common  Security  Trustee,  the Banks and the
     holders of the Notes on terms  substantially  equivalent  to or better than
     the Encumbrances under the Security Documents prior to such disposal or (y)
     the Majority Holders give their prior written consent;

          (d)  dealings  with trade  debtors  with  respect to book debts in the
     ordinary course of trading;

          (e) disposals of cash on arm's length terms not  otherwise  prohibited
     by this Agreement and the Security Documents;

          (f)  disposals  which  constitute  Permitted  Investments  (as defined
     below); and

                                 Schedule B-23
<PAGE>

          (g)  disposals  by the Zenith SPV with respect to any of the shares it
     holds Zenith  permitted under this Agreement  provided that the proceeds of
     such disposals are applied in accordance with Section 8.7,

and so that where the asset or assets the subject of a disposal  permitted under
this  definition  (whether  pursuant to clause (a) through (g) above or with the
prior written consent of the Majority Holders (but excluding the assets referred
to in the last  paragraph of clause (c) above in the case of any disposal  under
such  clause))  is or are  subject to an  Encumbrance  created  by the  Security
Documents,  the  consent of the  Majority  Holders  (but  without  prejudice  or
responsibility to or in respect of any other requisite consent) shall be granted
(and shall be deemed to be granted) for the release of the  Encumbrance  created
by the Security  Documents over such assets provided that no Default or Event of
Default shall have occurred and be  continuing  neither  remedied nor waived and
the Majority Holders shall  accordingly  instruct the Common Security Trustee to
grant the relevant releases.

     "Permitted Encumbrances" means:

          (a) prior to the Put Elimination Date:

               (i) any Encumbrance  constituting  Security in favor of the Banks
          and the Noteholders;

               (ii) any right of  set-off  arising  by  operation  of law in the
          ordinary course of trading;

               (iii)  any  Encumbrance  created  in  favour  of a Bank  over the
          relevant  bank  accounts  in  connection   with  any  bona  fide  cash
          management and/or netting  arrangements for the Group which constitute
          Permitted Investments;

               (iv) any lien arising with respect to Taxes of the Group;

               (v) any Encumbrance which the Majority Holders has at any time in
          writing agreed shall be a Permitted Encumbrance;

               (vi) certain  Encumbrances listed on Schedule 10.1.1 securing the
          amount set opposite the relevant Encumbrance in such schedule, but not
          any increase in such amount;

               (vii)  any  Encumbrance  given  by  a  member  of  the  Group  in
          connection  with bona fide  arrangements  for the maintenance of media
          accreditation of any member of the Group provided that such members of
          the  Group  purchase  media  (and  give  such  Encumbrances)  only  in
          accordance with normal industry practice;

                                 Schedule B-24
<PAGE>

               (viii) any  Encumbrance on assets  acquired after the date of the
          Effective  Date or on assets of a company  which  becomes a Subsidiary
          after the Effective Date (which  Encumbrances were in existence at the
          date of  acquisition or such company  becoming a Subsidiary,  but were
          not  created in  contemplation  thereof)  but in each case only if the
          maximum amount  thereby  permitted from time to time to be secured has
          not  been  increased  on  account  of,  or  since  the  date  of,  the
          acquisition of such asset or the date on which such company  becomes a
          Subsidiary  and provided that the same is discharged in full within 30
          days of the date of the relevant  acquisition or such company becoming
          a Subsidiary;

               (ix) any Encumbrance (a "New Encumbrance")  created by any member
          of the  Group  in  substitution  for any  Encumbrance  referred  to in
          paragraph  (vi) above (an  "Existing  Encumbrance")  provided that (A)
          such  Existing   Encumbrance   is  irrevocably   and   unconditionally
          discharged no later than the time of creation of the New  Encumbrance,
          (B)  the  New  Encumbrance  relates  only to the  same  assets  as the
          Existing  Encumbrance  and (C)  the  Indebtedness  secured  by the New
          Encumbrance does not exceed the  Indebtedness  secured by the Existing
          Encumbrance;

               (x)  any  Encumbrance  created  in  favour  of a  plaintiff  or a
          defendant  in any action,  or the court or tribunal  before which such
          action is brought, as security for costs for expenses where any member
          of the Group is  prosecuting or defending such action in the bona fide
          interest of such member and/or any other member of the Group  provided
          that the total amount secured does not exceed (pound)500,000;

               (xi) the trust  established  in accordance  with the terms of the
          letters  dated  August  21,  1997  to  beneficiaries  of  the  support
          agreement  dated 1st October 1, 1987 and made  between the Company and
          Ted Bates Worldwide Inc.;

               (xii) liens  arising by operation of law or by way of contract in
          the  ordinary  course of  business  to the extent  that the same would
          otherwise  arise by operation  of law, and not incurred in  connection
          with the raising of finance;

               (xiii) any Encumbrance constituted by a permitted Finance Lease;

               (xiv) any pledge of documents  of title  relevant to the asset as
          security for the  liabilities of a member of the Group in respect of a
          documentary  credit  facility  taken  out in the  ordinary  course  of
          business;

                                 Schedule B-25
<PAGE>

               (xv) any  retention  of title to goods  supplied to any member of
          the Group where that  retention  is  required  by the  supplier in the
          ordinary course of its trading activities and on customary terms;

               (xvi) any  Encumbrance  granted by a member of the Group over any
          rent  deposits  as  security  for rental  payments  to be made by such
          member of the Group under or  pursuant  to any lease of premises  used
          for its business; and

               (xvii)  any  Encumbrance  not  otherwise  permitted  pursuant  to
          paragraphs (i) to (xvi) above (inclusive) and securing Indebtedness in
          aggregate not exceeding (pound)2,000,000, and

          (b) on the Put Elimination Date and thereafter:

               (i) any  right of  set-off  arising  by  operation  of law in the
          ordinary course of trading;

               (ii) any  Encumbrance  arising with respect to Taxes of the Group
          that at the time  are not  required  to be paid  pursuant  to  Section
          9.3.3;

               (iii)  any  Encumbrance  given  by  a  member  of  the  Group  in
          connection  with bona fide  arrangements  for the maintenance of media
          accreditation of any member of the Group provided that such members of
          the Group  purchase  media only in  accordance  with  normal  industry
          practice;

               (iv) the trust  established  in accordance  with the terms of the
          letters  dated  21st  August  1997  to  beneficiaries  of the  support
          agreement  dated  October 1, 1987 and made between the Company and Ted
          Bates Worldwide Inc.;

               (v) any Encumbrance over any rent deposits as security for rental
          payments  to be made by any member of the Group  under or  pursuant to
          any lease of premises used for its business;

               (vi)  any  Encumbrance  existing  on April  5,  2001  and  either
          securing in the aggregate  less than  $1,000,000 (or its equivalent in
          any other currency) or described in Schedule 5.15;

               (vii)  Encumbrances  in respect of property (or the revenues from
          operations  conducted  exclusively  with such  property)  acquired  or
          constructed or improved by the Company or a Subsidiary  after April 5,
          2001,  which  are  created  at the time of or  within  180 days  after
          acquisition  or  completion of  construction  or  improvement  of such

                                 Schedule B-26
<PAGE>

          property  to  secure  all or any  part of the  purchase  price of such
          property or cost of  construction  of such property,  provided that in
          any such case

                    (A) no such  Encumbrance  shall extend to or cover any other
               property of the Company or such  Subsidiary,  as the case may be,
               and

                    (B)  the  aggregate  principal  amount  of  the  obligations
               secured by all such  Encumbrances in respect of any such property
               shall not exceed the cost of such  property and any  improvements
               then being financed;

               (viii) any  Encumbrance on assets acquired after April 5, 2001 or
          on assets of a Person which  becomes a Subsidiary  after April 5, 2001
          (which Encumbrances were in existence at the date of acquisition or of
          such  Person   becoming  a   Subsidiary,   but  were  not  created  in
          contemplation  thereof)  but in each case only if the  maximum  amount
          thereby  permitted  from  time  to  time to be  secured  has not  been
          increased on account of, or since the date of, the acquisition of such
          asset  or the date on which  such  Person  becomes  a  Subsidiary  and
          provided  that the same is discharged in full within six months of the
          date of the relevant acquisition or such Person becoming a Subsidiary;

               (ix) any Encumbrance (a "New Encumbrance")  created by any member
          of the Group in substitution for any Encumbrance referred to in clause
          (vi) above (an "Existing Encumbrance") provided that (A) such Existing
          Encumbrance is  irrevocably  and  unconditionally  discharged no later
          than  the  time  of  creation  of the  New  Encumbrance,  (B)  the New
          Encumbrance   relates   only  to  the  same  assets  as  the  Existing
          Encumbrance  and (C) the  Indebtedness  secured by the New Encumbrance
          does not exceed the Indebtedness secured by the Existing  Encumbrance;
          and

               (x)  Encumbrances  that  would  not  otherwise  fall  within  the
          definition of Permitted  Encumbrances  pursuant to clauses (i) through
          (ix)  above,  securing  obligations  of the  Issuer,  the Company or a
          Subsidiary,  provided  that the sum (without  duplication)  of (A) the
          aggregate  unpaid  principal  amount of Borrowed  Money  (including in
          respect  of  Finance  Leases)  of the  Issuer,  the  Company  and  all
          Subsidiary  Guarantors  secured by  Encumbrances  referred  to in this
          definition of Permitted  Encumbrances  plus (B) the  aggregate  unpaid
          principal  amount of Borrowed  Money of  Subsidiaries  (other than the
          Issuer and  Subsidiary  Guarantors)  outstanding  pursuant  to Section
          10.2.2(d), does not at any time exceed 10% of Consolidated Net Worth.

                                 Schedule B-27
<PAGE>

     "Permitted Guarantees" means:

          (a)  any  Guaranty  created  pursuant  to the  terms  of  the  Finance
     Documents;

          (b) any  Guaranty  which  the  Majority  Holders  have at any  time in
     writing agreed shall be a Permitted Guarantee;

          (c) any Guaranty given by a member of the Group of the  obligations of
     any Subsidiary Guarantor, any Guaranty given by a member of the Group which
     is not a Subsidiary  Guarantor of the  obligations of another member of the
     Group which is also not a Subsidiary  Guarantor  and any  Guarantees  which
     constitutes a Permitted Investment (as defined below);

          (d)  certain  Guarantees  given by  members  of the  Group  listed  on
     Schedule 10.1.2 guaranteeing the amount set opposite the relevant guarantee
     on such schedule, but not any increase in such amount;

          (e) any Guaranty  given by a company which becomes a Subsidiary  after
     the  Effective  Date  (which  Guaranty  was in  existence  at the date such
     company becomes a Subsidiary and was not created in contemplation  thereof)
     but only if the maximum amount guaranteed has not been increased on account
     of or  since  the date on which  such  company  becomes  a  Subsidiary  and
     provided that the same is discharged within 30 days of the relevant company
     becoming a Subsidiary;

          (f) any Guaranty given by a company in the Group in favor of a bank in
     connection with any bona fide cash management  and/or netting  arrangements
     for the Group which constitute Permitted Investments;

          (g) any  Guaranty  given by a member of the Group in  connection  with
     bona fide  arrangements  for the maintenance of media  accreditation of any
     member of the Group  provided that such members of the Group purchase media
     (and  give  such  Guarantees)  only  in  accordance  with  normal  industry
     practice;

          (h) any indemnity given by a member of the Group required by a bank as
     part  of  its  normal  terms  and  conditions  for   transacting   business
     indemnifying  such bank  against  costs  and  losses  it may  sustain  as a
     consequence  of accepting  telephone or  facsimile  instructions  from such
     member of the Group;

          (i)  any  counter  indemnity  given  by any  member  of the  Group  in
     connection with a Bid Bond; and

                                 Schedule B-28
<PAGE>

          (j) any  Guaranty in  addition to that  permitted  by  paragraphs  (a)
     through (i) above that is permitted  under Section  10.1.2 as it relates to
     paragraph (l) of the definition of "Permitted Borrowed Money".

     "Permitted  Investments"  means (i)  investments in the shares of (or other
ownership  interests  in), (ii) loans or credit  granted to, (iii)  disposals to
(not otherwise permitted under clauses (a) to (e) inclusive of the definition of
"Permitted Disposals" or clause (g) of the definition of "Permitted  Disposals",
and (iv) guarantees of the Indebtedness of, any member of the Group which is not
a Subsidiary  Guarantor (or such  investments in establishing a new entity which
once formed is a member of the Group which is not a Subsidiary  Guarantor) where
the aggregate of such investments, loans, credit, disposals, and guarantees made
in the relevant Fiscal Year, together (without double counting) with the Pooling
Borrowed  Money (as defined below) at any relevant time during such Fiscal Year,
at no time exceeds:

          (a)(pound)20,000,000 (or its equivalent) during the Fiscal Year ending
     December 31, 2002; or

          (b)(pound)15,000,000 (or its equivalent) during each subsequent Fiscal
     Year.

provided that, for the purposes of this definition:

          (i)  "Pooling  Borrowed  Money"  means,  at  any  relevant  time,  the
     aggregate of the  Borrowed  Money of any members of the Group which are not
     Subsidiary Guarantors under any cash management  arrangements in respect of
     which any Subsidiary  Guarantor grants any guarantee,  rights of set-off or
     any other Encumbrance;

          (ii) the value  attributable  to a disposal  of an asset  shall be the
     market value of the disposed asset; and


          (iii) the relevant  aggregate  limit  applicable  during a Fiscal Year
     shall  be  increased  by  the  amount  of (A)  any  repayment,  release  or
     cancellation (whether in whole or in part) of loans, credits and guarantees
     previously  taken into  account for the purpose of  determining  compliance
     with "Permitted  Investments" during such Fiscal Year and (B) cash proceeds
     (to the  extent  not  already  taken into  account  pursuant  to clause (A)
     above),  (net of related  costs and Taxes)  received by a Guarantor  from a
     member of the Group  which is not a  Guarantor  in such Fiscal Year under a
     series  of  related   transactions   involving   an   investment   in  such
     non-Guarantor  made by such Guarantor  within 13 months of such receipt and
     previously  taken into  account for the purpose of  determining  compliance
     with "Permitted

                                 Schedule B-29
<PAGE>

     Investments"  (to the extent that such net cash  proceeds do not exceed the
     amount of such investment so taken into account).

     "Permitted  Jurisdiction"  means (a) the United States of America,  (b) the
United  Kingdom and (c) any other country that on the date hereof is a member of
the OECD (other than Greece or Turkey).

     "Permitted Loans" means loans or credit to a Subsidiary  Guarantor or loans
or credit from one member of the Group which is not a  Subsidiary  Guarantor  to
another  member of the Group which is not a  Subsidiary  Guarantor  and loans or
credit constituting Permitted Investments.

     "Person" means an individual,  partnership,  corporation, limited liability
company,  association,  trust, unincorporated  organization,  or a government or
agency or political subdivision thereof.

     "PIK Management Fee" is defined in Section 8.1(b)(i).

     "Plan"  means an  "employee  benefit  plan" (as defined in section  3(3) of
ERISA)  subject to Title I of ERISA that is or, within the preceding five years,
has been established or maintained, or to which contributions are or, within the
preceding  five years,  have been made or required to be made, by the Company or
any ERISA  Affiliate or with respect to which the Company or any ERISA Affiliate
has any liability.

     "Prepayment  Event" means (a) the  borrowing  or raising of Borrowed  Money
(including,  without limitation, any public or private issue of debt securities)
by any member of the Group that either is not intended to effect,  or is in fact
in an  amount  that  is  insufficient  to  effect  the  repayment  in  full  and
cancellation of the facilities under the Syndicated Loan Agreement,  and (b) the
sale  or  other  disposal  of  all  or  substantially  all  of  the  assets  and
undertakings of the Group.

     "Preferred  Stock",  as  applied  to any  Person,  means  shares  or equity
interests of such Person that shall be entitled to  preference  or priority over
any other  shares or equity  interests  of such  Person in respect of either the
payment of dividends or the distribution of assets upon liquidation, or both.

     "property" or "properties"  means, unless otherwise  specifically  limited,
real or personal  property  of any kind,  tangible  or  intangible,  inchoate or
otherwise.

     "Property  Payments" means the aggregate amount of (i) the payments made by
any member of the Group  pursuant to leases of  unoccupied  land or buildings of
which such member of the Group is a lessor and (ii) the amount by which payments
under a lease of land or  buildings  of which a member  of the Group is a lessee
exceeds the amount of rental  received by such member of the Group in respect of
such land or buildings from any other person.

                                 Schedule B-30
<PAGE>

     "PTE" is defined in Section 6.2.

     "Put Elimination Conditions" is defined in Section 8.8(f).

     "Put  Elimination  Date" means the date on which the Company's  obligations
under clauses (a) through (e) of Section 8.8 are eliminated  pursuant to Section
8.8(f).

     "QPAM Exemption" means Prohibited  Transaction Class Exemption 84-14 issued
on March 13, 1984 by the United States Department of Labor.

     "Quarter Days" means 31 March, 30 June, 30 September and 31 December in any
year.

     "Receiver" is defined in Section 10.2.1.

     "Refinancing Prepayment Date" is defined in Section 8.8(b).

     "Refinancing Response Date" is defined in Section 8.8(c).

     "Required  Holders"  means, at any time, the holders of at least 66 2/3% in
unpaid principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by the Issuer or any of its Affiliates).

     "Responsible  Officer"  means any Senior  Financial  Officer  and any other
officer of the Issuer or the  Company,  as the case may be, with  responsibility
for the administration of the relevant portion of this Agreement.

     "Restructuring  Deed"  means the  restructuring  deed dated on or about the
Effective Date made between the Company and certain of its  Subsidiaries and the
Bank  Finance  Parties  pursuant  to which the  Syndicated  Loan  Agreement  was
executed.

     "Restructuring Transaction" is defined in Section 2.1(a).

     "Sale-and-Leaseback   Transaction"   means  a  transaction   or  series  of
transactions  pursuant  to which the  Company  or any  Subsidiary  shall sell or
transfer to any Person  (other than the Company or a Subsidiary  Guarantor)  any
property,  whether  now owned or  hereafter  acquired,  and, as part of the same
transaction or series of transactions,  the Company or any Subsidiary  Guarantor
shall rent or lease as lessee,  or similarly  acquire the right to possession or
use of, such property or one or more properties  which it intends to use for the
same purpose or purposes as such property.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time.

                                 Schedule B-31
<PAGE>

     "Security"  means the  security  expressed  to be  created  in favor of the
Security Trustee pursuant to the Security Documents.

     "Security (Bank) Trustee" means HSBC Investment Bank plc and its successors
in title as security trustee under the Syndicated Loan Agreement.

     "Security  Documents" means the Composite  Guarantee and Debenture and each
other  document  entered  into  by  any  one or  more  of the  Company  and  its
Subsidiaries creating or expressed to create an Encumbrance over all or any part
of its assets in respect of the  obligations  of any one or more of such Persons
under this Agreement, the Notes or the Syndicated Loan Agreement.

     "Security Memorandum" is defined in Section 4.12.

     "Security Providers" is defined in Section 2.4(a).

     "Senior  Financial  Officer" means the chief financial  officer,  principal
accounting officer, treasurer or controller of the Issuer or the Company, as the
case may be.

     "Sterling" and "(pound)" mean the lawful currency for the time being of the
United Kingdom.

     "Subsidiary"  means,  as to any Person,  any  corporation or other business
entity a majority of the  combined  voting power of all Voting Stock of which is
owned by such Person or one or more of its  Subsidiaries  or such Person and one
or more of its Subsidiaries.  Unless the context otherwise clearly requires, any
reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

     "Subsidiary Guarantee" is defined in Section 2.3 and includes the Composite
Guarantee and the Composite Guarantee and Debenture.

     "Subsidiary Guarantor" is defined in Section 2.3.

     "Subsidiary Guarantor Consent" is defined in Section 4.5.

     "Swingline  Bank"  means  The  Bank of New  York  as  swingline  under  the
Syndicated Loan Agreement together with its successors in title.

     "Syndicated  Loan  Agreement"  means the Loan Agreement dated 19 April 2002
and made  between  the  Company,  certain of  Company's  Subsidiaries,  the Bank
Arrangers,  the Banks, the Bank Agent,  the Security (Bank) Trustee,  the Common
Security  Trustee,  The Bank of New York as Swingline  Bank and HSBC Bank plc as
Overdraft Bank.

                                 Schedule B-32
<PAGE>

     "Tax" and  collectively  "Taxes"  includes  all present  and future  taxes,
levies,  imposts,  duties,  fees or charges of  whatever  nature  together  with
interest thereon and penalties in respect thereof.

     "Taxing Jurisdiction" is defined in Section 14.

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

     "UK Listing Authority" means the Financial Services Authority acting in its
capacity as competent  authority  for purposes of the United  Kingdom  Financial
Services Act 1986.

     "Voting  Stock" means,  with respect to any Person,  any shares of stock or
other equity  interests of any class or classes of such Person whose holders are
entitled under ordinary circumstances (irrespective of whether at the time stock
or other equity interests of any other class or classes shall have or might have
voting  power by reason of the  happening  of any  contingency)  to vote for the
election of a majority of the directors,  managers,  trustees or other governing
body of such Person.

     "Wholly-Owned  Subsidiary"  means,  at any time,  any Subsidiary all of the
equity interests (except  directors'  qualifying shares) and voting interests of
which  are  owned  by any one or more of the  Company  and the  Company's  other
Wholly-Owned Subsidiaries at such time.

     "Zenith" means Zenith Optimedia Limited (registered no. 3423055).

     "Zenith  Guarantee"  means  the  guarantee  given  by the  Company  to HSBC
Investment  Bank plc as  Security  Trustee in  respect of the  (pound)21,500,000
facility  agreement  dated  September  30, 1997 and made between  (inter  alios)
Zenith,  HSBC  Investment  Bank plc as agent and security  trustee and the banks
referred to therein,  as the same is in effect on December  31, 2000 and without
any increase in the amount guaranteed.

     "Zenith Joint Venture Agreement" is defined in Section 4.21(a).

     "Zenith SPV" is defined in Section 4.21(a).

                                 Schedule B-33
<PAGE>

                                                                     EXHIBIT 2.1


                                 [FORM OF NOTE]

                             CORDIANT FINANCE, INC.
              AMENDED AND RESTATED GUARANTEED SENIOR NOTE DUE 2011

No. R-[__]                                                    New York, New York
U.S. $[_______]                                                           , 20__
PPN: 21851# AA 0

     FOR VALUE RECEIVED,  the undersigned,  CORDIANT  FINANCE,  INC., a Delaware
corporation  (the  "Issuer"),  hereby  promises  to  pay to [ ],  or  registered
assigns,  the principal  sum of [ ] DOLLARS on April 5, 2011,  with interest and
other  amounts as  provided  in the Note  Purchase  Agreement  (defined  below).
Capitalized  terms  used  herein  and not  otherwise  defined  herein  have  the
respective meanings ascribed thereto in the Note Purchase Agreement.

     Payments of principal  of,  interest on and any PIK  Management  Fees,  any
Change of Control Fee and Make-Whole  Amount with respect to this Note are to be
made in lawful money of the United States of America at said principal office of
Citibank,  N.A. in New York City or at such other place as the Issuer shall have
designated by written  notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

     This Note is one of a series of  Amended  and  Restated  Guaranteed  Senior
Notes issued pursuant to the Amended and Restated Note Purchase  Agreement dated
as of  April  19,  2002  (as  from  time to time  amended,  the  "Note  Purchase
Agreement")  entered  into by the Issuer and Cordiant  Communications  Group plc
(the "Parent") with the respective  Noteholders listed in Schedule A thereto and
is entitled to the benefits thereof,  including the  unconditional  guarantee by
the Parent of the  obligations of the Issuer under this Note.  This Note is also
entitled to the benefits of certain Subsidiary  Guarantees and Security referred
to in the Note Purchase  Agreement and is subject to the terms and provisions of
an Intercreditor  Agreement dated April __, 2002 among,  inter alia, the holders
of the Notes and certain  other  creditors  of the Issuer and the  Parent.  Each
transferee of this Note will be deemed, by its acceptance hereof, to have agreed
to  the  confidentiality  provisions  set  forth  in  Section  22  of  the  Note
Agreements.  Each transferee of this Note will also be deemed, by its acceptance
hereof, to have made the  representation set forth in paragraph (a), (c), (d) or
(e) of Section 6.2 of the Note Purchase Agreement unless such transferee advises
the Issuer  prior to the  registration  of such  transfer  that such  transferee
cannot  make  such  representation,  in which  event  such  transferee  shall be
required to comply with the  requirements  of Section 15.2 of the Note  Purchase
Agreement as to matters relating to possible prohibited

                                 Exhibit 2.1-1
<PAGE>

transactions  under  ERISA  and the Code (as  respectively  defined  in the Note
Purchase Agreement).

     This Note is a registered Note and, subject to the terms and conditions and
as provided in the Note  Purchase  Agreement,  upon  surrender  of this Note for
registration  of transfer  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 (or, if less, the
then unpaid principal  amount) will be issued to, and registered in the name of,
the  transferee.  Prior to due presentment  for  registration  of transfer,  the
Issuer 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
Issuer will not be affected by any notice to the contrary.

     The Issuer will make required  prepayments of principal on the dates and in
the  amounts  specified  in the Note  Agreements.  This Note is also  subject to
optional prepayment,  in whole or from time to time in part, at the times and on
the terms specified in the Note Purchase Agreement, but not otherwise.

     If an Event of Default, as defined in the Note Purchase  Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner, at the price (including without limitation
any applicable  Make-Whole  Amount,  PIK  Management  Fees,  Defined  Make-Whole
Interest  and/or Change of Control Fee) and with the effect provided in the Note
Purchase Agreement.

     This Note shall be  construed  and  enforced in  accordance  with,  and the
rights of the holder  hereof  shall be governed by, the laws of the State of New
York,  excluding  choice-of-law  principles  of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                                      CORDIANT FINANCE, INC.

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

                                 Exhibit 2.1-2
<PAGE>
                                                                     EXHIBIT 1.2


                               GUARANTEE AGREEMENT

     GUARANTEE    AGREEMENT   dated   as   of   __________,    20__,   made   by
________________________, a _________________ [ ] (the "Guarantor"), in favor of
the holders from time to time of the  Guaranteed  Obligations  referred to below
(individually a "Holder" and sometimes collectively the "Obligees").

     WHEREAS,  Cordiant Finance, Inc. (the "Issuer") and Cordiant Communications
Group plc, a public  limited  company  organized  under the laws of England  and
Wales (the "Parent  Guarantor"),  have entered into an Amended and Restated Note
Purchase  Agreement dated as of April __, 2002 (as amended or otherwise modified
from  time to time,  the "Note  Agreement"  and terms  defined  therein  and not
otherwise  defined  herein  are  being  used  herein  as so  defined)  with  the
institutions  listed in Schedule A thereto  (collectively,  together  with their
successors and assignors,  the  "Noteholders",  with respect to the $175,000,000
aggregate  principal  amount of the  Issuer's  Amended and  Restated  Guaranteed
Senior  Notes due 2011 held by the  Noteholders  (the  "Notes")  and pursuant to
which the Parent Guarantor has unconditionally guaranteed the obligations of the
Issuer  under  the Note  Agreement  and the Notes  pursuant  to the terms of the
Parent Guarantee contained in the Note Agreement; and

     WHEREAS, it is a requirement of the Note Agreement that the Guarantor shall
execute and deliver this Guarantee Agreement; and

     WHEREAS,  the  Guarantor is a Subsidiary  of the Parent  Guarantor  and the
Guarantor will derive substantial direct and indirect benefit from the execution
and delivery of this Guarantee Agreement.

     NOW,  THEREFORE,  in  consideration  of the premises the  Guarantor  hereby
agrees as follows:

     SECTION  1.  Guarantee.  The  Guarantor   unconditionally  and  irrevocably
guarantees,  as primary  obligor and not merely as surety,  the due and punctual
performance and observance by the Parent Guarantor of all covenants,  agreements
and  conditions  on its part to be  performed  and  observed  under  the  Parent
Guarantee (all such obligations are called the "Guaranteed Obligations").

The Guarantor  also agrees to pay, in addition to the amount  stated above,  any
and all reasonable  expenses  (including  reasonable  counsel fees and expenses)
incurred by any Obligee in enforcing any rights under this  Guarantee  Agreement
or in connection with any amendment of this Guarantee Agreement.

     Without limiting the generality of the foregoing,  this Guarantee Agreement
guarantees,  to the extent  provided  herein,  the payment of all amounts  which

                                 Exhibit 1.2-1
<PAGE>

constitute  part of the  Guaranteed  Obligations  and would be owed by any other
Person  to any  Obligee  but for the fact  that  they are  unenforceable  or not
allowable  due to the  existence  of a  bankruptcy,  reorganization  or  similar
proceeding involving such Person.

     SECTION 2.  Guarantee  Absolute.  The  obligations  of the Guarantor  under
Section  1 of this  Guarantee  Agreement  constitute  a present  and  continuing
guaranty of payment and not of collectability and the Guarantor  guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
the  Parent  Guarantee,  regardless  of any  law,  regulation  or  order  now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of any Obligee with respect  thereto.  The  obligations  of the Guarantor
under this Guarantee  Agreement are  independent of the Guaranteed  Obligations,
and a separate  action or actions  may be brought  and  prosecuted  against  the
Guarantor  to enforce  this  Guarantee  Agreement,  irrespective  of whether any
action is brought  against the Parent  Guarantor or any other Person  liable for
the  Guaranteed  Obligations  or whether the Parent  Guarantor or any other such
Person is joined in any such action or actions.  The  liability of the Guarantor
under this Guarantee  Agreement  shall be primary,  absolute,  irrevocable,  and
unconditional irrespective of:

          (a)  any  lack  of  validity  or   enforceability  of  any  Guaranteed
     Obligation,  the Note  Agreement,  any Note,  the Parent  Guarantee  or any
     agreement or instrument relating thereto;

          (b) any change in the time,  manner or place of payment  of, or in any
     other  term of,  all or any of the  Guaranteed  Obligations,  or any  other
     amendment or waiver of or any consent to departure from the Note Agreement,
     any Note, the Parent Guarantee or this Guarantee Agreement;

          (c) any taking, exchange, release or non-perfection of any collateral,
     or any taking, release or amendment or waiver of or consent to departure by
     the Guarantor or other Person liable,  or any other  guarantee,  for all or
     any of the Guaranteed Obligations;

          (d) any manner of application of collateral,  or proceeds thereof,  to
     all or any of the  Guaranteed  Obligations,  or any manner of sale or other
     disposition of any  collateral or any other assets of the Parent  Guarantor
     or any Subsidiary;

          (e)  any  change,   restructuring  or  termination  of  the  corporate
     structure or existence of the Parent Guarantor or any other Subsidiary; or

          (f) any other  circumstance  (including without limitation any statute
     of  limitations)  that might  otherwise  constitute  a  defense,  offset or
     counterclaim  available to, or a discharge of, the Parent  Guarantor or the
     Guarantor.

                                 Exhibit 1.2-2
<PAGE>

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

     SECTION 3. Waivers.  The Guarantor hereby irrevocably waives, to the extent
permitted by applicable law:

          (a) promptness,  diligence,  presentment, notice of acceptance and any
     other notice with  respect to any of the  Guaranteed  Obligations  and this
     Guarantee Agreement;

          (b) any  requirement  that any  Obligee or any other  Person  protect,
     secure,  perfect or insure any Encumbrance or any property  subject thereto
     or exhaust any right or take any action against the Parent Guarantor or any
     other Person or any collateral;

          (c) any defense, offset or counterclaim arising by reason of any claim
     or defense based upon any action by any Obligee;

          (d) any duty on the part of any Obligee to  disclose to the  Guarantor
     any matter, fact or thing relating to the business,  operation or condition
     of any Person and its assets now known or hereafter  known by such Obligee;
     and

          (e) any rights by which it might be  entitled  to  require  suit on an
     accrued right of action in respect of any of the Guaranteed  Obligations or
     require  suit against the Parent  Guarantor  or the  Guarantor or any other
     Person.

     SECTION 4. Waiver of Subrogation and Contribution.  The Guarantor shall not
assert,  enforce,  or otherwise  exercise (A) any right of subrogation to any of
the rights, remedies,  powers,  privileges or Encumbrances of any Obligee or any
other  beneficiary  against  the Parent  Guarantor  or any other  obligor on the
Guaranteed  Obligations or any collateral or other security, or (B) any right of
recourse, reimbursement, contribution, indemnification, or similar right against
the  Parent  Guarantor,  and  the  Guarantor  hereby  waives  any and all of the
foregoing rights, remedies, powers, privileges and the benefit of, and any right
to participate  in, any collateral or other security given to any Obligee or any
other  beneficiary to secure payment of the Guaranteed  Obligations,  until such
time as the Guaranteed Obligations have been indefeasibly paid in full.

                                 Exhibit 1.2-3
<PAGE>

     SECTION 5. Representations and Warranties.  The Guarantor hereby represents
and warrants as follows:

     The Guarantor is a [corporation/limited  liability  company/other entity to
be described]  duly organized,  validly  existing and in good standing under the
laws of its jurisdiction of formation.  The execution,  delivery and performance
of this Guarantee Agreement have been duly authorized by all necessary action on
the part of the  Guarantor,  and this Guarantee  Agreement  constitutes a legal,
valid and binding obligation of the Guarantor  enforceable against the Guarantor
in accordance with its terms,  except as such  enforceability  may be limited by
(a)  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  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).

     The execution,  delivery and performance by the Guarantor of this Guarantee
Agreement  will not (i)  contravene,  result in any breach of, or  constitute  a
default  under,  or result in the creation of any  Encumbrance in respect of any
property  of  the  Guarantor  or any  Subsidiary  of the  Guarantor  under,  any
indenture,  mortgage, deed of trust, loan, purchase or credit agreement,  lease,
corporate charter or by-laws,  or any other material  agreement or instrument to
which the Guarantor or any  Subsidiary of the Guarantor is bound or by which the
Guarantor  or any  Subsidiary  of the  Guarantor  or  any  of  their  respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms,  conditions or provisions of any order,  judgment,  decree, or
ruling of any court,  arbitrator  or  Governmental  Authority  applicable to the
Guarantor or any  Subsidiary  of the Guarantor or (iii) violate any provision of
any statute or other rule or regulation of any Governmental Authority applicable
to the Guarantor or any Subsidiary of the Guarantor.

     No  consent,  approval  or  authorization  of, or  registration,  filing or
declaration with, any Governmental  Authority is required in connection with the
execution, delivery or performance by the Guarantor of this Guarantee Agreement.

     SECTION 6. Amendments, Etc. No amendment or waiver of any provision of this
Guarantee  Agreement and no consent to any departure by the Guarantor  therefrom
shall in any event be  effective  unless the same shall be in writing and signed
by the Majority Holders, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given;  provided
that no amendment,  waiver or consent shall, unless in writing and signed by all
Obligees,  (A) limit the  liability of or release the Guarantor  hereunder,  (B)
postpone  any date fixed for, or change the amount of, any payment  hereunder or
(C) change the  percentage  of Notes the holders of which are,  required to take
any action hereunder.

                                 Exhibit 1.2-4
<PAGE>

     SECTION 7.  Addresses  for  Notices.  All notices and other  communications
provided  for  hereunder  shall be in writing  and sent (A) by  telecopy  if the
sender on the same day sends a  confirming  copy of such notice by a  recognized
overnight delivery service (charges prepaid),  or (B) by registered or certified
mail with return receipt  requested  (postage  prepaid),  or (C) by a recognized
overnight  delivery service (with charges  prepaid).  Such notice if sent to the
Guarantor  shall be  addressed  to it at the address of the  Guarantor  provided
below its name on the  signature  page of this  Guarantee  Agreement  or at such
other  address  as the  Guarantor  may  hereafter  designate  by  notice  to the
Obligees.  Any notice or other communication  herein provided to be given to the
Obligees shall be deemed to have been duly given if sent as aforesaid to each of
the registered  holders of the Notes at the time  outstanding at the address for
such purpose of such holder as it appears on the Note register maintained by the
Issuer in accordance with the provisions of Section 14.1 of the Note Agreement.

     SECTION 8. No Waiver;  Remedies.  No failure on the part of any  Obligee to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law.

     SECTION 9. Continuing  Guarantee.  This Guarantee Agreement is a continuing
guarantee  of  payment  and  performance  and shall (A) remain in full force and
effect until payment in full of the Guaranteed Obligations and all other amounts
payable under this Guarantee Agreement,  (B) be binding upon the Guarantor,  its
successors and assigns and (C) inure to the benefit of and be enforceable by the
Obligees and their successors, transferees and assigns.

     SECTION 10.  Jurisdiction and Process;  Waiver of Jury Trial. The Guarantor
irrevocably  submits to the  non-exclusive  in personam  jurisdiction of any New
York State or federal court sitting in the Borough of Manhattan, The City of New
York,  over any suit,  action or  proceeding  arising out of or relating to this
Guarantee  Agreement.  To the fullest  extent  permitted by applicable  law, the
Guarantor  irrevocably  waives and agrees not to assert,  by way of motion, as a
defense  or  otherwise,  any claim  that it is not  subject  to the in  personam
jurisdiction of any such court,  any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.

     The  Guarantor  consents  to process  being  served in any suit,  action or
proceeding  of the nature  referred to in this Section by mailing a copy thereof
by registered or certified mail, postage prepaid,  return receipt requested,  to
the Guarantor at its address  specified in Section 7 or at such other address of
which the Obligees shall then have been notified  pursuant to said Section or to
the Issuer,  as

                                 Exhibit 1.2-5
<PAGE>

its agent for the  purpose of  accepting  service  of any  process in the United
States,  at the Issuer's address  specified in Section 20 of the Note Agreement.
The Guarantor agrees that such service upon receipt (i) shall be deemed in every
respect  effective  service  of  process  upon it in any such  suit,  action  or
proceeding and (ii) shall, to the fullest extent permitted by applicable law, be
taken and held to be valid  personal  service upon and personal  delivery to the
Guarantor.   Notices  hereunder  shall  be  conclusively  presumed  received  as
evidenced by a delivery receipt furnished by the United States Postal Service or
any recognized courier or overnight delivery service.

     Nothing in this  Section 10 shall  affect the right of any Obligee to serve
process in any manner permitted by law, or limit any right that the Obligees may
have to bring proceedings against the Guarantor in the courts of any appropriate
jurisdiction  or to  enforce in any lawful  manner a  judgment  obtained  in one
jurisdiction in any other jurisdiction.

     THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT
TO THIS  GUARANTEE  AGREEMENT  OR ANY  OTHER  DOCUMENT  EXECUTED  IN  CONNECTION
HEREWITH.

     SECTION 11. Tax Indemnification.

     All payments  whatsoever under this Guarantee Agreement will be made by the
Guarantor in the lawful  currency of the United States of America free and clear
of, and without  liability or withholding or deduction for or on account of, any
present or future Taxes of whatever  nature imposed or levied by or on behalf of
any jurisdiction  other than the United States (or any political  subdivision or
taxing   authority  of  or  in  such   jurisdiction)   (hereinafter   a  "Taxing
Jurisdiction"),  unless the withholding or deduction of such Tax is compelled by
law.

     If any deduction or withholding for any Tax of a Taxing  Jurisdiction shall
at any time be required  in respect of any  amounts to be paid by the  Guarantor
under this Guarantee  Agreement,  the Guarantor will pay such additional amounts
as may be necessary in order that the net amounts paid to each Obligee  pursuant
to the terms of this  Guarantee  Agreement,  after such deduction or withholding
(including  any required  deduction or  withholding of Tax on or with respect to
such additional amount),  shall equal the amounts then due and payable under the
terms of this  Guarantee  Agreement to the Parent  Guarantor,  provided  that no
payment of any additional amounts shall be required to be made for or on account
of:

          (a) any Tax that would not have been imposed but for the  existence of
     any  present  or  former  connection  between  such  Holder  (or  between a
     fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of
     a power over, such Holder, if such Holder is an estate, trust,  partnership
     or  corporation  or any Person other than the Holder to whom this Guarantee
     Agreement or any amount payable  hereunder is attributable for the purposes

                                 Exhibit 1.2-6
<PAGE>

     of such Tax) and the Taxing  Jurisdiction,  other than the mere  holding of
     this  Guarantee  Agreement  or receipt  of  payments  hereunder,  including
     without limitation such Holder (or such other Person described in the above
     parenthetical) being or having been a citizen or resident thereof, or being
     or  having  been  engaged  in a trade or  business  therein  or  having  an
     establishment  office,  fixed base or branch  therein,  provided  that this
     exclusion  shall not apply  with  respect to a Tax that would not have been
     imposed but for the Guarantor,  after the Effective Date, opening an office
     in,  moving an  office,  or  reincorporating  in, or  changing  the  Taxing
     Jurisdiction  from or through which  payments on account of this  Guarantee
     Agreement are made to, the Taxing Jurisdiction imposing the relevant Tax;

          (b) any Tax that would not have been  imposed  but for the  failure of
     such Holder to qualify as a resident of the United States for purposes of a
     tax treaty  between the United  States and the Taxing  Jurisdiction  or the
     failure of such Holder to comply with any  reporting or filing  requirement
     under such tax treaty  (unless such  failure to comply (i) is  attributable
     solely to the failure of the  Guarantor to provide  notice or copies of any
     Form (as defined below) in accordance with the procedures  described in the
     immediately succeeding paragraph or (ii) occurs notwithstanding  compliance
     by such Holder with such procedures); or

          (c) any Taxes on such holder's net income or net profits;

          (d) any Tax which is payable otherwise than by deduction or witholding
     from payments made under or with respect to any Note;

          (e) any estate, inheritance,  gift, sales, transfer, personal property
     or similar Tax; or

          (f) any combination of clauses (a) through (e) above;

     provided  further that no such  additional  amounts shall be payable to (i)
     any Holder who is a fiduciary or a partnership or a beneficial owner who is
     other  than  the sole  beneficial  owner of such  payment  to the  extent a
     beneficiary  or settlor with respect to such  fiduciary or a member of such
     partnership  or a  beneficial  owner  would not have been  entitled to such
     additional  amounts  had it been the Holder or (ii) any Holder who is not a
     resident  of the United  States or with  respect to any  payment all or any
     part of which  represents  income which is not subject to United States tax
     as income of a resident of the United States.

     By acceptance of any Note,  the Holder of such Note as the  beneficiary  of
the  Parent   Guarantee  agrees  to  assist  the  Guarantor  in  complying  with
administrative  requirements  imposed by any Governmental  Authority in a Taxing
Jurisdiction  in connection  with  applicable  law of such Taxing  Jurisdiction,
including  without

                                 Exhibit 1.2-7
<PAGE>

limitation an applicable  tax treaty,  it being agreed as between the Holders of
the Notes as  beneficiaries  of the  Parent  Guarantee  and the  Guarantor  that
compliance  with  any  such  administrative   requirements  shall  be  the  sole
responsibility of the Parent Guarantor and the Guarantor.  In furtherance of the
foregoing, by such acceptance, each such Holder agrees that it will from time to
time  with  reasonable  promptness  (x)  duly  complete  and  deliver  to  or as
reasonably  directed by the Parent  Guarantor or the  Guarantor  all such forms,
certificates,  documents  and  returns  provided  to such  Holder by the  Parent
Guarantor or the Guarantor  (collectively "Forms") required to be filed by or on
behalf of such  Holder in order to avoid or reduce any such Tax  pursuant to the
provisions of an applicable  statute,  regulation or administrative  practice of
the relevant  Taxing  Jurisdiction  or of a tax treaty between the United States
and such  Taxing  Jurisdiction  and (y)  provide  the  Parent  Guarantor  or the
Guarantor  with such  information  with  respect  to such  Holder as the  Parent
Guarantor or the Guarantor may reasonably  request in order to complete any such
Forms,  provided  that  nothing in this  Section 11 shall  require any Holder to
provide  information  with  respect  to any such Form if in the  opinion of such
Holder such Form would involve the disclosure of tax return or other information
that is confidential or proprietary to such Holder,  and provided  further that,
except as  described  below in respect of the  transfer  of any Note,  each such
Holder shall be deemed to have complied with its obligation under this paragraph
with  respect  to any Form if such  Form  shall  have been  duly  completed  and
delivered by such Holder to the Parent  Guarantor or the  Guarantor or mailed to
the appropriate  taxing  authority within 60 days following a written request of
the Parent  Guarantor or the Guarantor  (which  request shall be  accompanied by
copies of such Form).

     The  Guarantor  will  furnish  the  Holders,  within  the period of payment
permitted by applicable law, an official receipt, if any, issued by the relevant
taxation or other  authorities  involved for all amounts deducted or withheld as
aforesaid.

     Section 12. Judgment Currency.

     Any  payment  on  account of an amount  that is  payable  hereunder  by the
Guarantor in U.S.  Dollars which is made to or for the account of any Obligee in
any  other  currency,  whether  as a  result  of any  judgment  or  order or the
enforcement thereof or the realization of any security or the liquidation of the
Guarantor, shall constitute a discharge of the Guarantor's obligation under this
Guarantee  Agreement only to the extent of the amount of U.S. Dollars which such
Obligee could purchase in the foreign exchange markets in London,  England, with
the amount of such other currency in accordance  with normal banking  procedures
at the rate of exchange  prevailing on the London Banking Day following  receipt
of the payment first referred to above. If the amount of U.S. Dollars that could
be so purchased is less than the amount of U.S.  Dollars  originally due to such
Obligee,  the  Guarantor  agrees,  to the fullest  extent  permitted  by law, to
indemnify  and save

                                 Exhibit 1.2-8
<PAGE>

harmless such Obligee from and against all loss or damage arising out of or as a
result of such deficiency. This indemnity shall, to the fullest extent permitted
by law,  constitute  an  obligation  separate  and  independent  from the  other
obligations contained in this Guarantee Agreement, shall give rise to a separate
and  independent  cause of action,  shall apply  irrespective  of any indulgence
granted by such Obligee  from time to time and shall  continue in full force and
effect  notwithstanding any judgment or order for a liquidated sum in respect of
an amount due hereunder or under any judgment or order.  As used herein the term
"London  Banking Day" shall mean any day other than  Saturday or Sunday or a day
on which  commercial  banks are  required or  authorized  by law to be closed in
London, England.

     SECTION 13. Governing Law. This Guarantee  Agreement shall be construed and
enforced in  accordance  with,  and the rights of the Guarantor and the Obligees
shall be governed by, the laws of the State of New York excluding  choice-of-law
principles  of the law of such State that would require the  application  of the
laws of a jurisdiction other than such State.

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee Agreement to be
duly executed and delivered as of the date first above written.

                                      [GUARANTOR]

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

                                        Address:

                                        Attention:

                                        Telephone:

                                        Telecopy:

                                 Exhibit 1.2-9
<PAGE>

                                                                    EXHIBIT 4.12


                   Memorandum of Agreed Principles of Security

1         Introduction

1.1       This Memorandum is entered into pursuant to:

1.1.1     the  restructuring  deed dated on or about the date of this Memorandum
          between,  amongst others,  Cordiant Communications Group plc as Parent
          (1), the companies whose respective names, registered numbers (if any)
          and registered  offices are set out in schedule 1 thereto as Borrowers
          (2), the companies whose respective names, registered numbers (if any)
          and  registered  offices are set out in schedule 2 thereto as Original
          Guarantors  (3), the  companies  whose  respective  names,  registered
          numbers  (if any) and  registered  offices  are set out in  schedule 2
          thereto as Overdraft  Guarantors (4), the companies  whose  respective
          names,  registered numbers (if any) and registered offices are set out
          in schedule 3 thereto as Additional  Overdraft  Borrowers (5) The Bank
          of New York and HSBC  Investment  Bank plc as Arrangers (6), the banks
          and financial  institutions  whose  respective names and addresses are
          set out in schedule 3 thereto as Banks (7), HSBC  Investment  Bank plc
          as Agent,  Security  Trustee and Common Security Trustee (8), The Bank
          of New York as Swingline  Bank (9) and HSBC Bank plc as Overdraft Bank
          (9) (the "Restructuring Deed");

1.1.2     the loan agreement for facilities of up to(pound)155,871,146.52  dated
          4 July 2000 between, amongst others, Cordiant Communications Group plc
          as Parent  (1),  the  companies  whose  respective  names,  registered
          numbers  (if any) and  registered  offices  are set out in  schedule 1
          thereto as Borrowers (2) The Bank of New York and HSBC Investment Bank
          plc as  Arrangers  (3),  the banks and  financial  institutions  whose
          respective  names and  addresses  are set out in schedule 2 thereto as
          Banks (4), HSBC  Investment  Bank plc as Agent,  Security  Trustee and
          Common  Security  Trustee (5), The Bank of New York as Swingline  Bank
          (6) and HSBC Bank plc as  Overdraft  Bank (7) as amended  from time to
          time and as amended and restated  pursuant to the  Restructuring  Deed
          (the "Credit Agreement");

1.1.3     the note purchase  agreements  dated as of 5 April 2001 (the "Existing
          Note Purchase  Agreements") among Cordiant Finance Inc. as Issuer (1),
          Cordiant  Communications  Group  plc as Parent  Guarantor  (2) and the
          purchasers  listed on  Schedule A thereto  (3)  pursuant  to which the

                                 Exhibit 4.12-1
<PAGE>

          Issuer  issued  US$175,000,000  Guaranteed  Senior Notes due 2011 (the
          "Existing Notes");

1.1.4     the Amended and Restated Note Purchase Agreement dated on or about the
          date of this  Memorandum  (the  "Amended  and Restated  Note  Purchase
          Agreement")  among the Issuer (1), the Parent (2) and the  Noteholders
          (as defined in the Amendment and Restated Note Purchase Agreement) (3)
          amending the Existing Note Purchase Agreement and the Existing Notes;

1.1.5     the  intercreditor  agreement  dated  on or  about  the  date  of this
          Memorandum between,  amongst others, Cordiant Communications Group plc
          as  Parent  (1),  the  banks  and  financial  institutions  set out in
          schedule 2 thereto as Existing Banks (2) and the  Noteholders  set out
          in schedule 3 thereto as Existing  Noteholders (3) (the "Intercreditor
          Agreement"); and

1.1.6     the  common  security  trust  deed  dated on or about the date of this
          Memorandum between,  amongst others, Cordiant Communications Group plc
          as Parent (1), HSBC  Investment  Bank plc as Common  Security  Trustee
          (2),  the  banks  and  financial  institutions  set  out in  part A of
          schedule 3 thereto as Banks (3), and the Noteholders set out in part B
          of schedule 3 thereto as Noteholders.

1.2       Terms defined in the Intercreditor Agreement shall, unless the context
          otherwise  requires,   have  the  same  meaning  where  used  in  this
          Memorandum,  and the term "Restructuring  Date" when used herein shall
          mean the effective date of the Restructuring  Deed and the Amended and
          Restated Note Purchase Agreement.

1.3       This Memorandum:

1.3.1     is the Security  Memorandum as defined in the Credit Agreement and the
          Amended and Restated Note Purchase Agreement;

1.3.2     sets out a list of the  guarantees  that have been provided by certain
          members of the Group prior to the Restructuring  Date which secure the
          obligations  of certain of the  Obligors to the Banks under the Credit
          Agreement  and the  obligations  of Cordiant  Finance  Inc.  under the
          Amended and Restated Note Purchase Agreement; and

1.3.3     sets out the Parent's  agreement with the Agent,  the  Noteholders and
          Common Security  Trustee as to the guarantees and security that are to
          be executed and delivered to the Common Security Trustee by certain of
          the  members of the Group to secure the  obligations  of the  Obligors
          under the Funding  Agreements under paragraph 3.2 of schedule 5 to

                                 Exhibit 4.12-2
<PAGE>

          the  Restructuring  Deed and paragraph 4.5 of the Amended and Restated
          Note Purchase Agreement and in accordance with the terms of the Credit
          Agreement and the Amended and Restated Note Purchase Agreement.

2         Existing guarantees

2.1       the Credit Agreement ("Existing Bank Guarantees"):

2.1.1     Guarantee given by Atlas Advertising Limited in favour of the Security
          Trustee dated 30 August 2000.

2.1.2     Guarantee  given by Bates  Europe  Limited  in favour of the  Security
          Trustee dated 30 August 2000.

2.1.3     Guarantee given by Bates UK Limited in favour of the Security  Trustee
          dated 30 August 2000.

2.1.4     Guarantee given by Cordiant  Communications Group Plc in favour of the
          Security Trustee dated 30 August 2000.

2.1.5     Guarantee given by ICM International Limited in favour of the Security
          Trustee dated 30 August 2000.

2.1.6     Guarantee given by The Decision Shop Limited in favour of the Security
          Trustee dated 30 August 2000.

2.1.7     Guarantee  given  by  Bates  Advertising  USA Inc.  in  favour  of the
          Security Trustee dated 30 August 2000.

2.1.8     Guarantee given by Bates Churchill  Advertising  Inc. in favour of the
          Security Trustee dated 30 August 2000.

2.1.9     Guarantee given by Bates Churchill  Public Relations Inc. in favour of
          the Security Trustee dated 30 August 2000.

2.1.10    Guarantee  given by Bates  Healthworld  Inc. in favour of the Security
          Trustee dated 30 August 2000.

2.1.11    Guarantee given by Cordiant US Holdings Inc. in favour of the Security
          Trustee dated 30 August 2000.

2.1.12    Guarantee  given by Bates  Worldwide  (Delaware) Inc. in favour of the
          Security Trustee dated 30 August 2000.

2.1.13    Guarantee given by CCG.XM Inc. in favour of the Security Trustee dated
          30 August 2000.

                                 Exhibit 4.12-3

<PAGE>

2.1.14    Guarantee  given by Falk  Healthworld  Inc. in favour of the  Security
          Trustee dated 30 August 2000.

2.1.15    Guarantee  given by  Healthworld  Corporation  Inc.  in  favour of the
          Security Trustee dated 30 August 2000.

2.1.16    Guarantee  given  by  Cordiant  Communications  Group  Australia  Pty.
          Limited in favour of the Security Trustee dated 30 August 2000.

2.1.17    Guarantee  given by Bates  Deutschland  Holdings GmbH in favour of the
          Security Trustee dated 30 August 2000.

2.1.18    Guarantee  given by  Lighthouse  Global  Network Inc. in favour of the
          Security Trustee dated 3 October 2000.

2.1.19    Guarantee given by Fitch Inc. in favour of the Security  Trustee dated
          3 October 2000.

2.1.20    Guarantee  given by  Morgen  Walke  Associates  Inc.  in favour of the
          Security Trustee dated 3 October 2000.

2.1.21    Deed of Cross  Guarantee  dated 11  September  2000 in  favour  of the
          Overdraft Bank given by the Original Overdraft Borrowers.

2.2       The following  guarantees have been provided,  and will continue to be
          provided,  to secure the  obligations  owing to Noteholders  under the
          Amended and Restated Note  Purchase  Agreement  ("Existing  Noteholder
          Guarantees"):

2.2.1     Guarantee given by Cordiant  Communications Group Plc in favour of the
          Noteholders  dated 5 April  2001 (as  contained  in  Section 13 of the
          Amended and Restated Note Purchase Agreement).

2.2.2     Guarantee  given  by  Atlas  Advertising  Limited  in  favour  of  the
          Noteholders dated 5 April 2001.

2.2.3     Guarantee  given by Bates Europe Limited in favour of the  Noteholders
          dated 5 April 2001.

2.2.4     Guarantee given by Bates UK Limited in favour of the Noteholders dated
          5 April 2001.

2.2.5     Guarantee  given  by  ICM  International  Limited  in  favour  of  the
          Noteholders dated 5 April 2001.

2.2.6     Guarantee  given  by  The  Decision  Shop  Limited  in  favour  of the
          Noteholders dated 5 April 2001.

                                Exhibit 4.12-4
<PAGE>

2.2.7     Guarantee  given  by  Bates  Advertising  USA Inc.  in  favour  of the
          Noteholders dated 5 April 2001.

2.2.8     Guarantee given by Bates Churchill  Advertising  Inc. in favour of the
          Noteholders dated 5 April 2001.

2.2.9     Guarantee given by Bates Churchill  Public Relations Inc. in favour of
          the Noteholders dated 5 April 2001.

2.2.10    Guarantee given by Bates Healthworld Inc. in favour of the Noteholders
          dated 5 April 2001.

2.2.11    Guarantee  given  by  Cordiant  US  Holdings  Inc.  in  favour  of the
          Noteholders dated 5 April 2001.

2.2.12    Guarantee  given by Bates  Worldwide  (Delaware) Inc. in favour of the
          Noteholders dated 5 April 2001.

2.2.13    Guarantee  given by CCG.XM  Inc in favour of the  Noteholders  dated 5
          April 2001.

2.2.14    Guarantee  given by Falk  Healthworld Inc in favour of the Noteholders
          dated 5 April 2001.

2.2.15    Guarantee  given by  Healthworld  Corporation  Inc.  in  favour of the
          Noteholders dated 5 April 2001.

2.2.16    Guarantee  given  by  Cordiant  Communications  Group  Australia  Pty.
          Limited in favour of the Noteholders dated 5 April 2001.

2.2.17    Guarantee  given by Bates  Deutschland  Holdings GmbH in favour of the
          Noteholders dated 5 April 2001.

2.2.18    Guarantee  given by  Lighthouse  Global  Network Inc. in favour of the
          Noteholders dated 5 April 2001.

2.2.19    Guarantee  given by Fitch Inc.  in favour of the  Noteholders  dated 5
          April 2001.

2.2.20    Guarantee  given by  Morgan  Walke  Associates  Inc.  in favour of the
          Noteholders dated 5 April 2001.

2.3       The parties to this Memorandum agree that any proceeds received by the
          Security  Trustee or any other Bank Finance  Party or the  Noteholders
          pursuant to any of the Existing Bank Guarantees or any of the Existing
          Noteholder  Guarantees  (as the  case  may be)  shall  be  applied  in
          accordance with the terms of the Intercreditor Agreement.

                                 Exhibit 4.12-5
<PAGE>

3         Initial Security Documents

3.1       Subject to and in accordance with the provisions of the  Restructuring
          Deed,  the Credit  Agreement,  the Amended and Restated  Note Purchase
          Agreement,  the Intercreditor  Agreement and the Common Security Trust
          Deed the Parent agrees that the guarantee and security  documents (the
          "Initial Security  Documents") and any additional documents set out in
          this  paragraph  3 shall  be  executed  and  delivered  to the  Common
          Security  Trustee  by the  parties  thereto  (other  than  the  Common
          Security Trustee) as a condition  precedent to the Restructuring  Date
          (except for the  Australian  share  pledges set out in paragraph  3.10
          which shall be provided as a condition subsequent to the Restructuring
          Date not more than 3 Banking Days after the  Restructuring  Date,  and
          the  provisions  of this  Memorandum  shall  be read  subject  to this
          exception).

3.2       Each Initial  Security  Document shall secure all amounts owing to the
          Creditors  under or in connection with the Funding  Agreements  unless
          otherwise  specifically  limited in this  paragraph 3 or as limited in
          accordance with paragraph 5.2.

3.3       Each Initial Security Document shall be provided together with:

3.3.1     all  other  documents   ancillary   thereto  necessary  (in  the  sole
          discretion  of the Common  Security  Trustee  acting in good faith) to
          grant in  favour  of the  Common  Security  Trustee  a first  priority
          perfected  security  interest in the asset or property  intended to be
          charged by the relevant Initial Security Document;

3.3.2     such other  documents as the Common  Security  Trustee may require (in
          its sole  discretion  acting in good faith) in connection with the due
          execution,    delivery,   legality,   validity,    enforceability   or
          admissibility in evidence of the relevant  Initial  Security  Document
          (including, without limitation, directors' certificates,  certificates
          of  incorporation,  memorandum  and articles of  association  or other
          constitutional   documents,   board  minutes  or  other  corporate  or
          management  resolutions,   local  law  legal  opinions,   shareholders
          resolutions,  powers of attorney,  companies register of shareholders,
          lists of authorised signatories etc.); and

3.3.3     such other document as the Common Security Trustee may require (in its
          sole discretion  acting in good faith) to protect the interests of the
          Creditors under the Funding Agreements and to protect the interests of
          the Creditors in connection with the asset or property  intended to be
          charged by the relevant Initial Security Document.

                                 Exhibit 4.12-6
<PAGE>

3.4       Any necessary  consents,  authorisations,  licenses,  declarations and
          approvals  required  in  connection  with  the  execution,   delivery,
          validity, enforceability and admissibility in evidence of each Initial
          Security  Document  shall be obtained  prior to their  execution and a
          certified  copy of any such shall be provided to the  satisfaction  of
          the Common Security Trustee.

3.5       Any notarisation, filing, recording, registration or enrolment of each
          Initial Security  Document and any stamp,  registration or similar tax
          or charge payable on or in relation to each Initial Security  Document
          necessary   in  each   case  to   ensure   the   legality,   validity,
          enforceability  or  admissibility in evidence of each Initial Security
          Document  shall be made or paid as the case may be promptly and within
          any time limits stipulated for such matters.

3.6       English Guarantees and Security

3.6.1     A  Composite  Guarantee  and  Debenture  governed by English law to be
          given by the companies listed below (including a guarantee to be given
          by, and first ranking  fixed and floating  charges over all the assets
          and undertaking of, each of the  companies).  The Composite  Guarantee
          and  Debenture  will  contain a fixed  charge  over the  issued  share
          capital of each of the companies where its shareholder/s is/are also a
          party to the Composite  Guarantee and Debenture.  However,  the charge
          over all the  assets and  undertaking  of the  company  listed at (ww)
          below  shall not  include  a charge  over its  shareholding  in Zenith
          Optimedia Group Limited until such time as a written consent to such a
          charge has been obtained from Publicis  Groupe S.A.. In addition,  the
          charge over all the assets and undertaking of the companies  listed at
          (a) and (ww) below  shall not  include a charge  over  either of their
          shareholding in Facilities  Group Limited until such time as a written
          consent to such a charge has been obtained from Publicis Groupe S.A.

          (a)  Cordiant Communications Group plc;

          (b)  Cordiant Group Limited;

          (c)  Bates Overseas Holdings Limited;

          (d)  Bates Europe Limited;

          (e)  Cordiant (US) Holdings Limited;

          (f)  Garrott Dorland Crawford Holdings Limited;

          (g)  Atlas Advertising Limited;

                                 Exhibit 4.12-7
<PAGE>

          (h)  Bates UK Limited;

          (i)  Swotplus Limited;

          (j)  Deckchair Studio Limited;

          (k)  Ted Bates Holdings Limited;

          (l)  The Decision Shop Limited;

          (m)  Healthworld UK Holdings Limited;

          (n)  Bates Healthworld Limited;

          (o)  PSD Associates Limited;

          (p)  Bamber Forsyth Limited;

          (q)  Fitch Limited;

          (r)  Fitch International Limited;

          (s)  Fitch Worldwide Limited;

          (t)  Business Communications International Group Limited;

          (u)  C&FD (Holdings) Limited;

          (v)  Corporate & Financial Design Limited;

          (w)  Financial Dynamics Holdings Limited;

          (x)  Financial Dynamics Limited;

          (y)  Bulletin International Limited;

          (z)  Bulletin International (UK) Limited;

          (aa) ICM International Limited;

          (bb) PCI Livedesign Limited;

          (cc) Cordiant Overseas Holdings Limited;

          (dd) Cordiant Property Holdings Limited;

          (ee) XMSS Limited;

                                 Exhibit 4.12-8
<PAGE>

          (ff) Colwood Healthworld Limited;

          (gg) Fitch Design Consultants Limited;

          (hh) Healthworld Holdings Limited;

          (ii) Milton Marketing Group Limited;

          (jj) Headcount Worldwide Field Marketing Limited;

          (kk) Lighthouse Holdings (UK) Limited;

          (ll) Clarion Communications PR Limited;

          (mm) CCG.XM Holdings Limited;

          (nn) CCG.XM;

          (oo) Milton Marketing Limited;

          (pp) Connect Five Limited;

          (qq) Connect Six Limited;

          (rr) Propose Two Limited;

          (ss) Secure Two Limited;

          (tt) Connect One Limited;

          (uu) N.A.S.A. 2.0 London Limited;

          (vv) Scholz & Friends London Limited;

          (ww) Sonic Sun Limited; and

          (xx) CCG.XM (UK) Limited.

3.6.2     Healthworld International Holdings Inc. to provide:

          (a)  an English law share charge over 65% of the issued share  capital
               of  Healthworld  Holdings  Limited to secure all amounts owing to
               the Creditors under or in connection with the Funding Agreements;
               and

          (b)  an English law share charge over the remaining 35% of the. issued
               share  capital  of  Healthworld  Holdings  Limited  to secure all
               amounts owing to the Creditors under or in connection with

                                Exhibit 4.12-9
<PAGE>

               the Funding  Agreements  except that it shall not secure directly
               or  indirectly  any amounts  owing to the Creditors by members of
               the Group  incorporated in the US under or in connection with the
               Funding Agreements.

3.6.3     Lighthouse Global Network Inc. to provide:

          (a)  an English law share charge over 65% of the issued share  capital
               of  Lighthouse  Holdings (UK) Limited to secure all amounts owing
               to  the  Creditors  under  or  in  connection  with  the  Funding
               Agreements; and

          (b)  an English law share charge over the  remaining 35% of the issued
               share capital of  Lighthouse  Holdings (UK) Limited to secure all
               amounts  owing to the Creditors  under or in connection  with the
               Funding  Agreements  except that it shall not secure  directly or
               indirectly  any amounts  owing to the Creditors by members of the
               Group  incorporated  in the US  under or in  connection  with the
               Funding Agreements.

3.6.4     CCG.XM Holdings Inc. to provide:

          (a)  an English law share charge over 65% of the issued share  capital
               of CCG.XM  Holdings  Limited to secure all  amounts  owing to the
               Creditors under or in connection with the Funding Agreements; and

          (b)  an English law share charge over the  remaining 35% of the issued
               share  capital of CCG.XM  Holdings  Limited to secure all amounts
               owing to the Creditors  under or in  connection  with the Funding
               Agreements except that it shall not secure directly or indirectly
               any  amounts  owing to the  Creditors  by  members  of the  Group
               incorporated  in the US under or in  connection  with the Funding
               Agreements.

3.6.5     N.A.S.A.  2.0 GmbH to provide an English law share  charge over all of
          the issued share capital of N.A.S.A. 2.0 London Limited.

3.6.6     A  Composite  Guarantee  governed  by  English  law to be given by the
          companies listed below:

          (a)  Cordiant US Holdings, Inc.;

          (b)  Healthworld Corporation.;

          (c)  Bates Healthworld Inc.;

                                Exhibit 4.12-10
<PAGE>

          (d)  Healthworld International Holdings Inc.;

          (e)  Bates Worldwide (Delaware) Inc.;

          (f)  Bates Advertising USA Inc.;

          (g)  Bates Churchill Public Relations Inc.;

          (h)  Bates Churchill Advertising Inc.;

          (i)  Interactive Edge Inc.;

          (j)  Lighthouse Global Network Inc.;

          (k)  Fitch Inc.;

          (l)  The Leonhardt Group Inc.;

          (m)  Morgen Walke Associates Inc.;

          (n)  Primo Angela Inc.;

          (o)  CCG.XM Holdings Inc.;

          (p)  CCG.XM Inc.;

          (q)  Microarts Corporation;

          (r)  Falk Healthworld Inc.;

          (s)  The Decision Shop Inc.;

          (t)  S&S McC AND McC Inc.;

          (u)  Channelex Inc.;

          (v)  DWP Bates Technology.;

          (w)  Cordiant Finance Inc.;

          (x)  Peclers Paris North America, Inc.;

          (y)  Drummer Associates Inc.

          (z)  Cordiant Holdings GmbH;

          (aa) Bates Deutschland Holding GmbH;

                                Exhibit 4.12-11
<PAGE>

          (bb) Bates Germany Werbeagentur GmbH;

          (cc) XCEED!  Agentur Fur Medianberatung  Und Innovative  Kommunikation
               GmbH;

          (dd) EMC Starke & Gerlach GmbH;

          (ee) N.A.S.A. 2.0 GmbH;

          (ff) Chafma BV;

          (gg) Cordiant Finance B.V.;

          (hh) Cordiant Communications (Australia) Pty Limited; and

          (ii) Cordiant Communications Group Australia Pty Limited.

3.7       US Security

          U.S.  pledges  over the shares of the  companies  listed at (a) to (y)
          inclusive in paragraph 3.6.6 of this Memorandum.

3.8       German Security

3.8.1     German pledges over the shares of the companies  listed at (z) to (ee)
          Inclusive in paragraph 3.6.6 of this Memorandum.

3.8.2     An  Abstract  Acknowledgement  of  Indebtedness  executed  by Cordiant
          Communications Group plc.

3.9       Dutch Security

3.9.1     Dutch pledges over the shares of the companies listed at (ff) and (gg)
          in paragraph 3.6.6 of this Memorandum.

3.9.2     Dutch  pledge  over  Chafma  B.V.'s  shareholding  in Bates  Nederland
          Holding B.V.

3.9.3     Second ranking Dutch charge over the bank accounts of Cordiant Finance
          B.V. with ABN Amro Bank N.V.

3.10      Australian Security

3.10.1    Australian   pledge  over  the  shares  of   Cordiant   Communications
          (Australia) Pty. Limited.

                                Exhibit 4.12-12
<PAGE>

3.10.2    Australian pledge over Cordiant Communication Group plc's shareholding
          in Cordiant Communications Group Australia Pty. Limited.

4         Additional Security Documents

4.1       In accordance  with and subject to the Credit  Agreement,  the Amended
          and Restated Note Purchase Agreement,  the Intercreditor Agreement and
          the  Common  Security  Trust Deed the  Parent  agrees to procure  that
          guarantees and security (the "Additional  Security Documents") and any
          additional documents set out in this paragraph 4 shall be executed and
          delivered to the Common Security Trustee by:

          (a)  each Material  Subsidiary (as defined in the Credit Agreement and
               the Amended and Restated Note Purchase Agreement) incorporated in
               England and Wales,  the US, Germany and the  Netherlands  (each a
               "Non-Borrower Material Subsidiary") and by each of its direct and
               indirect holding  companies (to the extent that such security has
               not  already  been  provided by each such  Non-Borrower  Material
               Subsidiary  and each such  direct or indirect  holding  company),
               subject to the exceptions in paragraph 4.9; and

          (b)  each  Material  Subsidiary,  wherever it is  incorporated,  which
               executes and delivers to the Agent after the Restructuring Date a
               Borrower  Accession  Agreement or an Overdraft Borrower Accession
               Agreement in accordance with clause 18.11 of the Credit Agreement
               (each an "Additional  Borrower Material  Subsidiary") and by each
               of its direct and indirect holding  companies (to the extent that
               such  security  has  not  already  been  provided  by  each  such
               Additional  Borrower Material  Subsidiary and each such direct or
               indirect holding company).

4.2       Each  Additional  Security  Document shall secure all amounts owing to
          the  Creditors  under or in  connection  with the  Funding  Agreements
          unless limited in accordance with paragraph 5.2.

4.3       Each Additional Security Document shall be provided together with:

4.3.1     all  other  documents   ancillary   thereto  necessary  (in  the  sole
          discretion  of the Common  Security  Trustee  acting in good faith) to
          grant in  favour  of the  Common  Security  Trustee  a first  priority
          perfected  security  interest in the asset or property  intended to be
          charged by the relevant Additional Security Document;

                                Exhibit 4.12-13
<PAGE>

4.3.2     such other  documents as the Common  Security  Trustee may require (in
          its sole  discretion  acting in good faith) in connection with the due
          execution,    delivery,   legality,   validity,    enforceability   or
          admissibility in evidence of the relevant Additional Security Document
          (including, without limitation, directors' certificates,  certificates
          of  incorporation,  memorandum  and articles of  association  or other
          constitutional   documents,   board  minutes  or  other  corporate  or
          management  resolutions,   local  law  legal  opinions,   shareholders
          resolutions,  powers of attorney,  companies register of shareholders,
          lists of authorised signatories etc.); and

4.3.3     such other document as the Agent (as defined in the Credit Agreement),
          Noteholders  or  Common  Security  Trustee  may  require  (in its sole
          discretion  acting in good  faith) to  protect  the  interests  of the
          Creditors under the Funding Agreements and to protect the interests of
          the Creditors in connection with the asset or property  intended to be
          charged by the relevant Additional Security Document.

4.4       Any necessary  consents,  authorisations,  licenses,  declarations and
          approvals  required  in  connection  with  the  execution,   delivery,
          validity,   enforceability  and  admissibility  in  evidence  of  each
          Additional   Security  Document  shall  be  obtained  prior  to  their
          execution  and a  certified  copy of any such shall be provided to the
          satisfaction of the Common Security Trustee.

4.5       Any notarisation, filing, recording, registration or enrolment of each
          Additional  Security  Document and any stamp,  registration or similar
          tax or charge  payable on or in relation to each  Additional  Security
          Document  necessary  in each case to ensure  the  legality,  validity,
          enforceability   or  admissibility  in  evidence  of  each  Additional
          Security  Document  shall be made or paid as the case may promptly and
          within any time limits stipulated for such matters.

4.6       Guarantees  and  Security  to be  provided  by  Material  Subsidiaries
          Incorporated In England and Wales

          Each  Non-Borrower  Material  Subsidiary and each Additional  Borrower
          Material Subsidiary  incorporated in England and Wales must provide an
          English law guarantee  and an English law  Debenture  (charging all of
          its assets and undertaking).

4.7       Guarantees  and  Security  to be  provided  by  Material  Subsidiaries
          incorporated in all jurisdictions (other than England and Wales)

                                Exhibit 4.12-14
<PAGE>

          Each  Non-Borrower  Material  Subsidiary  incorporated  in England and
          Wales,  the  US,  Germany  and the  Netherlands  and  each  Additional
          Borrower Material Subsidiary incorporated in a jurisdiction other than
          England and Wales must provide an English law guarantee.

4.8       Guarantees  and  Security to be  provided  by the direct and  Indirect
          holding companies of Material Subsidiaries

          The immediate holding company of every member of the Group required to
          provide  security  and/or a  guarantee  pursuant  to this  paragraph 4
          (including  this  paragraph 4.8) must provide a pledge over the shares
          in such member of the Group (governed by the laws of the  jurisdiction
          in which  such  member  of the Group is  formed)  and an  English  law
          guarantee and if it is  incorporated  in England and Wales, an English
          law Debenture (charging all of its assets and undertaking).

4.9       Agreed  exceptions  to the  Guarantee  and  Security  Documents  to be
          provided  by  Non-Borrower  Material  Subsidiaries  and their  holding
          companies

4.9.1     Scholz & Friends  AG and any of its  existing  subsidiaries  as at the
          Restructuring   Date   that  are  or  become   Non-Borrower   Material
          Subsidiaries  are not required to provide  guarantees  and security in
          accordance  with this  paragraph  3 except  where  Scholz & Friends AG
          becomes a wholly owned subsidiary of the Group.

4.9.2     Bates Nederland Holding BV and any of its existing  subsidiaries as at
          the  Restructuring  Date  that  are or  become  Non-Borrower  Material
          Subsidiaries  are not required to provide  guarantees  and security in
          accordance with this paragraph 3 except where Bates Nederland  Holding
          BV becomes a wholly owned subsidiary of the Group.

5         Security Principles

5.1       Subject  to  the  due  execution  of  all  relevant  Initial  Security
          Documents and Additional  Security  Documents,  completion of relevant
          perfection  formalities  within  statutorily  prescribed  time limits,
          payment of all  registration  fees and  documentary  taxes,  any other
          rights  arising by operation of law,  obtaining  any relevant  foreign
          legal  opinions  and  subject  to any  qualifications  set out in this
          Memorandum,  the Restructuring Deed, the Credit Agreement, the Amended
          and Restated Note Purchase Agreement,  the Intercreditor Agreement and
          the Common Security Trust Deed and any relevant foreign legal opinions
          obtained  and subject  further to the security  principles  set out in
          paragraph  4.2,  it is further  acknowledged  that,  pursuant  to each
          Initial

                                Exhibit 4.12-15
<PAGE>

          Security Document and each Additional Security Document, the Creditors
          shall:

5.1.1     (in the case of those of the Initial Security Documents and Additional
          Security  Documents  containing a guarantee)  receive the benefit of a
          guarantee  by the  relevant  member of the Group of the payment of all
          monies and  discharge  of all  liabilities  owing or  incurred  to the
          Creditors  under or  pursuant to the  Funding  Agreements  (subject to
          paragraph 5.2 below);

5.1.2     (in the case of those of the Initial Security  Document and Additional
          Security  Documents  creating  pledges  or  charges  over  shares in a
          company  or other  entity)  obtain a first  priority  valid  charge or
          analogous or equivalent encumbrance over all of the shares in issue at
          any  time in that  company  or other  entity  to  which  such  Initial
          Security  Document or Additional  Security  Document  relates and such
          Initial  Security  Document or Additional  Security  Document shall be
          governed  by the laws of the  jurisdiction  in which  such  company or
          entity is formed;

5.1.3     (in the case of those of the Initial Security Documents and Additional
          Security Documents  creating security over any other property,  assets
          and/or  undertaking) obtain a first priority valid charge or analogous
          or equivalent  encumbrance  over all of such  property,  assets and/or
          undertaking  (except for the second  ranking Dutch bank account charge
          listed at paragraph 3.9.3 above); and

5.1.4     be  able,  through  the  agency  of the  Common  Security  Trustee  as
          appropriate,  to  enforce  such  security  as is  created by way of an
          Initial Security Document or Additional  Security Document without any
          restraint from either (i) the constitutional documents of the relevant
          Obligor or (ii) any company  which is or whose  assets are the subject
          of such Initial Security Document or Additional Security Document (but
          subject  to any  statutory  rights  which  that  company  may  have to
          challenge such enforcement) or (iii) any shareholders of the foregoing
          not party to the  relevant  Initial  Security  Document or  Additional
          Security Document.

5.2       It is further agreed that financial assistance,  corporate benefit, US
          fraudulent   preference,   thin   capitalisation   rules  and  similar
          principles of law affecting the rights of creditors or otherwise,  and
          tax laws which have  adverse  implications  for a member or members of
          the Group,  and any other issue  agreed  between  the Common  Security
          Trustee  and the Parent  (including,  without  limitation,  payment of
          stamp duty in a  jurisdiction),  may limit the  ability of a member of
          the Group to provide

                                Exhibit 4.12-16
<PAGE>

          a guarantee or security or may require that the  guarantee or security
          be  limited  by  amount  or  otherwise.  If  any  such  limit  applies
          (including, without limitation,  sections 30 and 31 of the German GmbH
          Act and section 57 of the German Stock  Corporation Act), the security
          provided  will be limited to the  maximum  amount  which the  relevant
          member of the Group may provide having regard to applicable law;

6         Miscellaneous

6.1       The parties to this  Memorandum  agree to  negotiate  the form of each
          Security Document in good faith and will ensure that all documentation
          relating  to this  Memorandum  is in a finally  agreed form as soon as
          reasonably practicable after the date of this Memorandum.

6.2       All  parties  to a  Security  Document  shall be a party to the Common
          Security Trust Deed and the Intercreditor Agreement.

6.3       The Parent shall pay to the Agent (as defined in the Credit Agreement)
          and the Noteholders on demand all reasonable expenses (including legal
          and out of pocket expenses) incurred by the Agent and the Noteholders,
          as relevant,  in  connection  with the  negotiation,  preparation  and
          execution of the Security Documents and any other additional documents
          required  by  this  Memorandum  and  any  such  expenses  incurred  in
          connection with the requirements of paragraphs 3.4, 3.5, 4.4, and 4.5.

6.4       For the avoidance of doubt,  in the event of any conflict  between the
          terms of this  Memorandum and the Credit  Agreement,  the latter shall
          prevail.

                                Exhibit 4.12-17
<PAGE>

6.5       This Memorandum shall be governed by English Law.

Dated............ April 2002

By:

------------------------------
For and on behalf of
Cordiant Communications Group plc

By:

------------------------------
For HSBC Investment Bank plc
as Agent for and on behalf of the Banks

By:

------------------------------
For HSBC Investment Bank plc
as Common Security Trustee

                                Exhibit 4.12-18
<PAGE>

                                                                    SCHEDULE 1.3

                         Existing Subsidiary Guarantors

The Communications Group Pty Limited
Atlas Advertising Limited
Bates Europe Limited
Bates UK Limited
ICM International Limited
The Decision Shop Limited
Bates Deutschland Holding GmbH
Bates Advertising USA, Inc.
Bates Churchill Advertising, Inc.
Bates Churchill Public Relations, Inc.
Bates Healthworld, Inc.
Bates Travel and Tourism, Inc.
Bates Worldwide (Delaware), Inc.
CCG.XM, Inc.
Cordiant US Holdings, Inc.
Falk Healthworld Inc.
Fitch, Inc.
GHBM Inc.
Healthworld Corporation
Lighthouse Global Network Inc.
Morgen-Walke Associates, Inc.

                                 Schedule 1.3-1
<PAGE>

                                                                   EXHIBIT 9.3.5

             Documents to Be Delivered by each additional Subsidiary
                       Guarantor pursuant to Section 9.3.5

          (a)  a  copy  of  the  memorandum  and  articles  of  association  and
     certificate of incorporation of the Subsidiary Guarantor;

          (b) a copy of a resolution of the board of directors of the Subsidiary
     Guarantor:

               (i) approving the terms of, and the transactions contemplated by,
          the Subsidiary  Guarantee and resolving that it execute the Subsidiary
          Guarantee;

               (ii)  authorizing  a  specified  person or persons to execute and
          deliver the Subsidiary Guarantee; and

               (iii) authorizing a specified person or persons on its behalf, to
          sign and/or  dispatch all documents to be signed and/or  dispatched by
          it under or in  connection  with  this  Agreement  and the  Subsidiary
          Guarantee;

          (c) a certificate of a director of the Subsidiary Guarantor certifying
     that execution and delivery of the Subsidiary Guarantee would not cause any
     borrowing limit binding on it to be exceeded;

          (d) a specimen  of the  signature  of each  person  authorized  by the
     resolutions referred to in paragraph (b) above;

          (e) a  certificate  of  an  authorized  signatory  of  the  Subsidiary
     Guarantor  certifying  that each  document  specified  in this  Exhibit  is
     correct, complete and in full force and effect; and

          (f) an agreement (in form and substance  satisfactory  to the Majority
     Holders)  entered  into  among  the  holders  of the  Notes  and the  other
     beneficiaries  of  guarantees  from the  Subsidiary  Guarantor  granted  in
     connection with the Syndicated Loan Agreement or any Committed  Medium-Term
     Bank  Facilities  whereby the  existence  and  validity  of the  Subsidiary
     Guarantee as well as the pari passu ranking of the Subsidiary Guarantee and
     such other guarantees is acknowledged and confirmed.

                                Exhibit 9.3.5-1
<PAGE>

                                                                    SCHEDULE 5.4
<TABLE>
<CAPTION>

                                                 SUBSIDIARIES, ETC.

(a)  Subsidiaries:
-------------------------------------------------------------------------------------------------------------------
Entity                                     Jurisdiction of     Percentage Group     (i) Additional Comments **
                                            Incorporation         Ownership *
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>              <C>
Bates Integrated Communications S.A.          Argentina             100
-------------------------------------------------------------------------------------------------------------------
ZMS S.A.                                      Argentina              99.99
-------------------------------------------------------------------------------------------------------------------
ABKP Ideaworks Pty Limited                    Australia              74.95
-------------------------------------------------------------------------------------------------------------------
Advertising Facilities Pty Ltd                Australia               100
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld Pty Limited                 Australia              75.1
-------------------------------------------------------------------------------------------------------------------
Big Island International Pty Ltd              Australia               85
-------------------------------------------------------------------------------------------------------------------
Black Book Holdings Pty Limited               Australia               100
-------------------------------------------------------------------------------------------------------------------
Black Book Nominees (Sydney) Pty              Australia               100
Limited
-------------------------------------------------------------------------------------------------------------------
Black Book Nominees Pty Limited               Australia               100
-------------------------------------------------------------------------------------------------------------------
Consensus Research Pty Limited                Australia               100
-------------------------------------------------------------------------------------------------------------------
Cordiant Communications (Australia)           Australia               100           Guarantor & Material Subsidiary
Pty Ltd
-------------------------------------------------------------------------------------------------------------------
Cordiant Communications Group                 Australia               100           Guarantor & Material Subsidiary
Australia Pty Limited
-------------------------------------------------------------------------------------------------------------------
Cordiant Consulting Pty Limited               Australia               100
-------------------------------------------------------------------------------------------------------------------
Expanded Investments (W/a) Pty Ltd            Australia               100
-------------------------------------------------------------------------------------------------------------------
Expanded Media Holdings Pty Limited           Australia               100
-------------------------------------------------------------------------------------------------------------------
Expanded Media Investments Pty Limited        Australia               100
-------------------------------------------------------------------------------------------------------------------
Expanded Media Pty Limited                    Australia               100
-------------------------------------------------------------------------------------------------------------------

                                                   Schedule 5.4-1
<PAGE>

-------------------------------------------------------------------------------------------------------------------
George Patterson Properties Pty Ltd           Australia               100
-------------------------------------------------------------------------------------------------------------------
George Patterson Pty Limited                  Australia               100           Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
HMA George Patterson Brisbane Pty             Australia               100
Limited
-------------------------------------------------------------------------------------------------------------------
HMA George Patterson Pty Limited              Australia                55
-------------------------------------------------------------------------------------------------------------------
Ideaworks (Holdings) Pty Limited              Australia                75.1
-------------------------------------------------------------------------------------------------------------------
Ideaworks Design Pty Limited                  Australia                75.1
-------------------------------------------------------------------------------------------------------------------
Ideaworks Environmental Design Pty            Australia                75.1
Limited
-------------------------------------------------------------------------------------------------------------------
Ideaworks Media Pty Limited                   Australia                74.95
-------------------------------------------------------------------------------------------------------------------
Ideaworks Recruitment Pty Ltd                 Australia                75.1
-------------------------------------------------------------------------------------------------------------------
Isis Design Pty Ltd                           Australia               100
-------------------------------------------------------------------------------------------------------------------
Jamieson House Pty Limited                    Australia               100
-------------------------------------------------------------------------------------------------------------------
Pathfinder Strategies Pty Limited             Australia                51
-------------------------------------------------------------------------------------------------------------------
Professional Public Relations Pty             Australia                85
Limited
-------------------------------------------------------------------------------------------------------------------
Razor TV Pty Limited                          Australia               100
-------------------------------------------------------------------------------------------------------------------
Retail One Pty Limited                        Australia               100
-------------------------------------------------------------------------------------------------------------------
The Direct Bond Pty Limited                   Australia               100
-------------------------------------------------------------------------------------------------------------------
The Media Palace Pty Limited                  Australia               100
-------------------------------------------------------------------------------------------------------------------
Underline Design Group Pty Limited            Australia                51
-------------------------------------------------------------------------------------------------------------------
X/M Pty Ltd                                   Australia               100
-------------------------------------------------------------------------------------------------------------------
XMPS Holdings Pty Ltd                         Australia               100
-------------------------------------------------------------------------------------------------------------------
Zenith Media Pty Limited                      Australia               100
-------------------------------------------------------------------------------------------------------------------
AHA Puttner Bates Werbeagentur GMBH           Austria                  60
-------------------------------------------------------------------------------------------------------------------
Chafma Belgium BVBA                           Belgium                 100
-------------------------------------------------------------------------------------------------------------------
LDV Bates N.V.                                Belgium                  55
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Brussels S.A/ N.V.           Belgium                  77.29
-------------------------------------------------------------------------------------------------------------------
Bates Latin America Holdings Ltda             Brazil                   99.99
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-2
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Newcomm Bates Comunicacao Integrada
Ltda                                          Brazil                   50.99
-------------------------------------------------------------------------------------------------------------------
Newcomm Propaganda e Producoes Ltda           Brazil                   50.22
-------------------------------------------------------------------------------------------------------------------
One Four One Brasil Ltda                      Brazil                   50.97
-------------------------------------------------------------------------------------------------------------------
141 (Cambodia) Ltd                            Cambodia                100
-------------------------------------------------------------------------------------------------------------------
Bates Cambodia Ltd                            Cambodia                100
-------------------------------------------------------------------------------------------------------------------
Zenith Media (Cambodia) Ltd                   Cambodia                100
-------------------------------------------------------------------------------------------------------------------
Bates Canada Inc.                             Canada                  100
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld (Canada) Inc                Canada                  100
-------------------------------------------------------------------------------------------------------------------
Bates & Partners Publicidad S.A.              Chile                    65.03
-------------------------------------------------------------------------------------------------------------------
Bates China (Dahua) Limited                   China                   100
-------------------------------------------------------------------------------------------------------------------
Pelerdon Holdings Limited                     Cyprus                   51
-------------------------------------------------------------------------------------------------------------------
Bates Praha s.r.o.                            Czech Republic          100
-------------------------------------------------------------------------------------------------------------------
InterCom Praha, agentura pro                  Czech Republic           80
marketing, komunikaci a sponzoring,
spol. s.r.o.
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Praha s.r.o.                 Czech Republic           77.29
-------------------------------------------------------------------------------------------------------------------
Added Value Design Aps                        Denmark                 100
-------------------------------------------------------------------------------------------------------------------
Bates A/S (Denmark)                           Denmark                  60
-------------------------------------------------------------------------------------------------------------------
Bates Gruppen A/S (Denmark)                   Denmark                 100
-------------------------------------------------------------------------------------------------------------------
Fitch Kobebhavn A/S                           Denmark                 100
-------------------------------------------------------------------------------------------------------------------
Ide Repro Aps                                 Denmark                  60
-------------------------------------------------------------------------------------------------------------------
Idea Import Aps                               Denmark                  60
-------------------------------------------------------------------------------------------------------------------
Norgaard Bates Holding I/S                    Denmark                  53.75
-------------------------------------------------------------------------------------------------------------------
Norgaard Mikkelsen GmbH                       Denmark                  60
-------------------------------------------------------------------------------------------------------------------
One Four One Denmark I/S                      Denmark                  55
-------------------------------------------------------------------------------------------------------------------
141 Blue Skies Limited                        England                 100
-------------------------------------------------------------------------------------------------------------------
Atlas Advertising Limited                     England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bamber Forsyth Limited                        England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Communications Limited                  England                 100
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld Limited                     England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Integrated Communications Limited       England                 100
-------------------------------------------------------------------------------------------------------------------
Bates Overseas Holdings Limited               England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-3
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Bates UK Limited                              England                 100           Guarantor, Borrower & Material
                                                                                    Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bulletin International Limited                England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bulletin International UK Limited             England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Business Communications International
Group Limited                                 England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
C & F D (Holdings) Limited                    England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
CCG.XM                                        England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
CCG.XM Holdings Limited                       England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Clarion Communications (Corporate             England                 100
P.R.) Limited
-------------------------------------------------------------------------------------------------------------------
Clarion Communications (P.R.) Limited         England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Colwood Healthworld Limited                   England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Connect Five Limited                          England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Connect One Limited                           England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Connect Six Limited                           England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant (US) Holdings Limited                England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Communications Group plc             England                 N/A           Parent, Guarantor, Borrower &
                                                                                    Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Communications Group
Trustees Limited                              England                 100
-------------------------------------------------------------------------------------------------------------------
Cordiant Group Limited                        England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Overseas Holdings Limited            England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Property Holdings Limited            England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Corporate & Financial Design Limited          England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Effective Sales Personnel Limited             England                 100
-------------------------------------------------------------------------------------------------------------------
Euromedia Express Limited                     England                 100
-------------------------------------------------------------------------------------------------------------------
Financial Dynamics Holdings Limited           England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Financial Dynamics Limited                    England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Fitch Design Consultants Limited              England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Fitch International Limited                   England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Fitch Limited                                 England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Fitch Worldwide Limited                       England                 100           Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------

                                 Schedule 5.4-4
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Freshname No. 301 Limited                     England                100
-------------------------------------------------------------------------------------------------------------------
Headcount Interim Solutions Ltd               England                100
-------------------------------------------------------------------------------------------------------------------
Headcount Worldwide Field Marketing           England                100            Guarantor & Material Subsidiary
Limited
-------------------------------------------------------------------------------------------------------------------
Healthworld Holdings Limited                  England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Healthworld UK Holdings Limited               England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Herman Beasley Advertising Limited            England                 77.29
-------------------------------------------------------------------------------------------------------------------
ICM International Limited                     England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Lighthouse Holdings (UK) Limited              England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Milton Marketing Group Limited                England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Milton Marketing Limited                      England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Milton Public Relations Limited               England                100
-------------------------------------------------------------------------------------------------------------------
N.A.S.A.2.0 London Limited                    England                 85            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
PCI LiveDesign Limited                        England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Pci:Live Limited                              England                100
-------------------------------------------------------------------------------------------------------------------
PDM Communications Limited                    England                100
-------------------------------------------------------------------------------------------------------------------
PSD Associates Limited                        England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS London Limited               England                 77.29         Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Secure Two Limited                            England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Sonic Sun Limited                             England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Swot Plus Limited                             England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Ted Bates Holdings Limited                    England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
The Decision Shop Limited                     England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Ultimate Events Limited                       England                100
-------------------------------------------------------------------------------------------------------------------
XMSS Limited                                  England                100            Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Finland Oy                              Finland                100
-------------------------------------------------------------------------------------------------------------------
141 France SA                                 France                  80
-------------------------------------------------------------------------------------------------------------------
Bates France SA                               France                  99.98
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld S.A.                        France                  80.04
-------------------------------------------------------------------------------------------------------------------
Bates SA                                      France                  99.96
-------------------------------------------------------------------------------------------------------------------
Fitch                                         France                  100
-------------------------------------------------------------------------------------------------------------------
Fitch Vendome                                 France                  100
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-5
<PAGE>

-------------------------------------------------------------------------------------------------------------------
HFT SA                                       France                   80
-------------------------------------------------------------------------------------------------------------------
Katchina Production SARL                     France                    80
-------------------------------------------------------------------------------------------------------------------
Morgen-Walke Europe S.A.                     France                   100
-------------------------------------------------------------------------------------------------------------------
n.a.s.a. Paris S.A.R.L.                      France                   100
-------------------------------------------------------------------------------------------------------------------
Peclers Paris SA                             France                   100
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Paris S.A.R.L.              France                    77.29
-------------------------------------------------------------------------------------------------------------------
141 Germany GmbH                             Germany                   100
-------------------------------------------------------------------------------------------------------------------
AdServ Agentur fur Marketing GmbH            Germany                    80
& Co KG
-------------------------------------------------------------------------------------------------------------------
Bates Deutschland Holding GmbH               Germany                   100          Guarantor, Borrower & Material
                                                                                    Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Germany Werbeagentur GmbH              Germany                   100          Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
BOENIG & YAMAOKA International Public        Germany                    80
Relations GmbH
-------------------------------------------------------------------------------------------------------------------
Cordiant Holdings GmbH                       Germany                   100          Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Customer Focus Agentur fur                   Germany                    80
Handelsmarketing GmbH
-------------------------------------------------------------------------------------------------------------------
einszueins Kommunikation & Dialog GmbH       Germany                    80
-------------------------------------------------------------------------------------------------------------------
Imagerefinery GmbH                           Germany                    61.83
-------------------------------------------------------------------------------------------------------------------
InterBates Beteiligungsges mbh               Germany                   100
-------------------------------------------------------------------------------------------------------------------
InterCom Customer Relations GmbH &           Germany                    80
Co KG
-------------------------------------------------------------------------------------------------------------------
InterCom Management GmbH                     Germany                    80
-------------------------------------------------------------------------------------------------------------------
InterCom Management GmbH & Co
Holding KG                                   Germany                    80
-------------------------------------------------------------------------------------------------------------------
Live Line Entertainment GmbH                 Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
Metagate GmbH                                Germany                    61.83
-------------------------------------------------------------------------------------------------------------------
n.a.s.a 2.0 GmbH                             Germany                   100          Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Network Atlas GmbH                           Germany                   100
-------------------------------------------------------------------------------------------------------------------
Plato GmbH                                   Germany                    64.92
-------------------------------------------------------------------------------------------------------------------
Scholz & Friends AG                          Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Berlin GmbH                 Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Brand Affairs
GmbH                                         Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Consulting AG               Germany                    77.29
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-6
<PAGE>

-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Group GmbH                  Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Hamburg GmbH                Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS International GmbH          Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS NeuMarkt GmbH               Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Wien GmbH                   Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
United Visions GmbH                          Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
United Visions Interactive Service           Germany                    77.29
GmbH
-------------------------------------------------------------------------------------------------------------------
United Visions Media Services GmbH           Germany                    77.29

United Visions TV und Film Produktion
GmbH Hamburg                                 Germany                    80
-------------------------------------------------------------------------------------------------------------------
United Visions TV und Film
Produktionsgesellschaft mbH                  Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
UV Interactive Entertainment GmbH            Germany                    77.29
-------------------------------------------------------------------------------------------------------------------
XCEED! Agentur fur Medienberatung und        Germany                   100          Guarantor & Material Subsidiary
innovative Kommikation GmbH
-------------------------------------------------------------------------------------------------------------------
Bates Hellas Advertising S.A.                Greece                    100
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Athens S.P.LL.C.            Greece                     77.29
-------------------------------------------------------------------------------------------------------------------
141 Limited (Hong Kong)                      Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
Bates China Limited                          Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
Bates Hong Kong Limited                      Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
Bates Worldwide Limited (Hong Kong)          Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
bgx Limited (Hong Kong)                      Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
CCG.XM Limited (Hong Kong)                   Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
Zenith Media Limited (Hong Kong)             Hong Kong                 100
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Budapest Kft                Hungary                    77.29
-------------------------------------------------------------------------------------------------------------------
Bates India Private Limited                  India                      99.99
-------------------------------------------------------------------------------------------------------------------
Bates Investment India Private Limited       India                     100
-------------------------------------------------------------------------------------------------------------------
Zenith Media Private Limited (India)         India                     100
-------------------------------------------------------------------------------------------------------------------
PT. Bates Mulia Indonesia                    Indonesia                 100
-------------------------------------------------------------------------------------------------------------------
141 Network Limited                          Ireland                   100
-------------------------------------------------------------------------------------------------------------------
Bates Ireland (Advertising) Limited          Ireland                   100
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-7
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Bates Ireland Advertising Group              Ireland                   100
Limited
-------------------------------------------------------------------------------------------------------------------
Gallagher & Kelly Public Relations           Ireland                   100
Limited
-------------------------------------------------------------------------------------------------------------------
Hunter Productions (Dublin) Limited          Ireland                   100
-------------------------------------------------------------------------------------------------------------------
Imagecom Graphics Limited                    Ireland                   100
-------------------------------------------------------------------------------------------------------------------
Pembroke Publicity Limited                   Ireland                   100
-------------------------------------------------------------------------------------------------------------------
Atlas SRL                                    Italy                      77
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld Srl                        Italy                      70
-------------------------------------------------------------------------------------------------------------------
Bates Italia SPA                             Italy                     100
-------------------------------------------------------------------------------------------------------------------
Clarion srl                                  Italy                     100
-------------------------------------------------------------------------------------------------------------------
Lorien Consulting SRL                        Italy                      51
-------------------------------------------------------------------------------------------------------------------
One Four One Italia SRL                      Italy                     100
-------------------------------------------------------------------------------------------------------------------
Bates Yomiko Inc.                            Japan                      51
-------------------------------------------------------------------------------------------------------------------
Cordiant Holdings Japan, K.K.                Japan                     100
-------------------------------------------------------------------------------------------------------------------
Corplan K.K.                                 Japan                     100
-------------------------------------------------------------------------------------------------------------------
IBI KK                                       Japan                     100
-------------------------------------------------------------------------------------------------------------------
International Business Information K.K.      Japan                     100
-------------------------------------------------------------------------------------------------------------------
Diamond Ad. Limited                          Korea, Republic of         80          Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Art & Magic Sdn Bhd                          Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
Bates (Malaysia) Sdn Bhd                     Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
Equinox Communications Sdn Bhd               Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
One Four One (Malaysia) Sdn Bhd              Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
Underline Design Group (M) Sdn Bhd           Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
XM Expanded Media Sdn Bhd                    Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
Zenith Media Services (M) Sdn. Bhd           Malaysia                   51
-------------------------------------------------------------------------------------------------------------------
141 Worldwide S.A. de C.V.                    Mexico                    99.99
-------------------------------------------------------------------------------------------------------------------
Bates Myanmar Limited                        Myanmar                   100
-------------------------------------------------------------------------------------------------------------------
One Four One Limited                         Myanmar                   100
-------------------------------------------------------------------------------------------------------------------
Zenith Media Limited                         Myanmar                    99.86
-------------------------------------------------------------------------------------------------------------------
141 Amsterdam BV                             Netherlands                65
-------------------------------------------------------------------------------------------------------------------
Akron Reclame En Marketing B.V.              Netherlands                65
-------------------------------------------------------------------------------------------------------------------
Bates Nederland Holding BV                   Netherlands                65
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-8
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Bates Not Just Film B.V.                     Netherlands              65
-------------------------------------------------------------------------------------------------------------------
CCG.XM Benelux B.V.                          Netherlands            100
-------------------------------------------------------------------------------------------------------------------
Chafma B.V.                                  Netherlands            100             Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Finance BV                          Netherlands            100             Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Holdings BV                         Netherlands            100
-------------------------------------------------------------------------------------------------------------------
Healthworld BV                               Netherlands             95.08
-------------------------------------------------------------------------------------------------------------------
Loendersloot B.V.                            Netherlands            100
-------------------------------------------------------------------------------------------------------------------
Promotion Makers B.V.                        Netherlands             65
-------------------------------------------------------------------------------------------------------------------
Bates New Zealand Limited                    New Zealand            100
-------------------------------------------------------------------------------------------------------------------
Professional Public Relations NZ             New Zealand            100
Holdings Limited
-------------------------------------------------------------------------------------------------------------------
The Communications Group Limited             New Zealand            100
-------------------------------------------------------------------------------------------------------------------
Av-Kontakt AS                                Norway                 100
-------------------------------------------------------------------------------------------------------------------
Bates AS (Norway)                            Norway                 100
-------------------------------------------------------------------------------------------------------------------
Bates Production AS                          Norway                 100
-------------------------------------------------------------------------------------------------------------------
Bates-gruppen AS Norway)                     Norway                 100
-------------------------------------------------------------------------------------------------------------------
Kontoret Reklamebyra AS                      Norway                 100
-------------------------------------------------------------------------------------------------------------------
Zenith Media Norge AS                        Norway                 100
-------------------------------------------------------------------------------------------------------------------
Bates Peru S.A.                              Peru                    80
-------------------------------------------------------------------------------------------------------------------
One Four One Inc                             Philippines             99.69
-------------------------------------------------------------------------------------------------------------------
141 Testardo PR sp. z.o.o.                   Poland                  60
-------------------------------------------------------------------------------------------------------------------
Bates Poland Sp. z.o.o                       Poland                 100
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS WARSZAWA Sp z.o.o           Poland                  77.29
-------------------------------------------------------------------------------------------------------------------
Testardo Bates Sp. Z.o.o.                    Poland                  60
-------------------------------------------------------------------------------------------------------------------
Bates Portugal-Publicidade E Marketing,      Portugal                76
LDA
-------------------------------------------------------------------------------------------------------------------
Bates Romania SRL                            Romania                 51
-------------------------------------------------------------------------------------------------------------------
Thistle Field Marketing Limited              Scotland               100
-------------------------------------------------------------------------------------------------------------------
Bates Indochina Pte Ltd                      Singapore              100
-------------------------------------------------------------------------------------------------------------------
Bates Singapore Pte Ltd                      Singapore              100
-------------------------------------------------------------------------------------------------------------------
Bulletin International Pte Limited           Singapore              100
-------------------------------------------------------------------------------------------------------------------
CCG.XM Pte Ltd                               Singapore              100
-------------------------------------------------------------------------------------------------------------------
One Four One Design Pte Ltd                  Singapore              100
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-9
<PAGE>

-------------------------------------------------------------------------------------------------------------------
One Four One Singapore Pte Limited           Singapore             100
-------------------------------------------------------------------------------------------------------------------
SCHOLZ & FRIENDS Singapore Pte Limited       Singapore              77.29
-------------------------------------------------------------------------------------------------------------------
Zenith Media Indochina Pte Ltd               Singapore             100
-------------------------------------------------------------------------------------------------------------------
Bates 141 (Pty) Limited                      South Africa           90
-------------------------------------------------------------------------------------------------------------------
Blgk Bates (Proprietary) Limited             South Africa          100
-------------------------------------------------------------------------------------------------------------------
Grapplegroup 141 (Proprietary) Limited       South Africa           95.99
-------------------------------------------------------------------------------------------------------------------
Harrison Human Bates Limited                 South Africa           78.74
-------------------------------------------------------------------------------------------------------------------
Interactive Edge (Pty) Limited               South Africa           90
-------------------------------------------------------------------------------------------------------------------
141 Camarote SL                              Spain                 100
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld, S.L.                      Spain                 100
-------------------------------------------------------------------------------------------------------------------
BSB Publicidad Asturias, SL                  Spain                  51
-------------------------------------------------------------------------------------------------------------------
BSB Publicidad Las Palmas S L                Spain                 100
-------------------------------------------------------------------------------------------------------------------
BSB Publicidad Tenerife, S.L.                Spain                  51
-------------------------------------------------------------------------------------------------------------------
BSB Publicidad, S.A.                         Spain                 100
-------------------------------------------------------------------------------------------------------------------
BSB Rodergas y Asociados S A                 Spain                 100
-------------------------------------------------------------------------------------------------------------------
Cordiant Advertising Holding SA              Spain                 100
-------------------------------------------------------------------------------------------------------------------
Customer Focus S.L.                          Spain                  80
-------------------------------------------------------------------------------------------------------------------
Delvico 2in SL                               Spain                  75
-------------------------------------------------------------------------------------------------------------------
Delvico Bates Barcelona, S.A.                Spain                 100
-------------------------------------------------------------------------------------------------------------------
Delvico Bates S.A.                           Spain                 100
-------------------------------------------------------------------------------------------------------------------
Digital Bates, S.L.                          Spain                  51
-------------------------------------------------------------------------------------------------------------------
ESC - SCHOLZ & FRIENDS Madrid S.A.           Spain                  53.38
-------------------------------------------------------------------------------------------------------------------
AB Frigga                                    Sweden                100
-------------------------------------------------------------------------------------------------------------------
Adaptus International Stockholm AB           Sweden                100
-------------------------------------------------------------------------------------------------------------------
Added Value Design AB                        Sweden                100
-------------------------------------------------------------------------------------------------------------------
Bates Sweden AB                              Sweden                100
-------------------------------------------------------------------------------------------------------------------
Old Bates AB                                 Sweden                100
-------------------------------------------------------------------------------------------------------------------
Bates Taiwan Co. Ltd                         Taiwan Province        99.99
                                             of China
-------------------------------------------------------------------------------------------------------------------
141 (Thailand) Co Limited                    Thailand               99.93
-------------------------------------------------------------------------------------------------------------------
Bates (Thailand) Co Limited                  Thailand               50.47
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-10
<PAGE>

-------------------------------------------------------------------------------------------------------------------
AAD:fitch, Inc.                               USA,Arizona          100
-------------------------------------------------------------------------------------------------------------------
Almost Real, Inc.                             USA,Delaware         100
-------------------------------------------------------------------------------------------------------------------
Bates Advertising USA, Inc.                   USA,New York         100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Churchill Advertising, Inc.             USA Texas            100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Churchill Public Relations, Inc.        USA, Texas           100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Healthworld, Inc.                       USA, New York        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Worldwide (Delaware), Inc.              USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Bates Worldwide, Inc.                         USA, Delaware        100
-------------------------------------------------------------------------------------------------------------------
Black Cat Graphics Inc.                       USA, New York        100
-------------------------------------------------------------------------------------------------------------------
Bulletin International Inc.                   USA, New York        100
-------------------------------------------------------------------------------------------------------------------
Calla Music, Inc.                             USA, New York        100
-------------------------------------------------------------------------------------------------------------------
CCG.XM Holdings, Inc.                         USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
CCG.XM, Inc.                                  USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Channelex, Inc.                               USA, New York        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant Finance, Inc.                        USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Cordiant US Holdings, Inc.                    USA, Delaware        100              Guarantor, Borrower & Material
                                                                                    Subsidiary
-------------------------------------------------------------------------------------------------------------------
DWP Bates Technology LLC                      USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Falk Healthworld Inc.                         USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Fitch Inc.                                    USA, Ohio            100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Headcount LLC                                 USA, Delaware        100
-------------------------------------------------------------------------------------------------------------------
Healthworld Corporation                       USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Healthworld International Holdings Inc.       USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
HGH Limited                                   USA, Delaware        100
-------------------------------------------------------------------------------------------------------------------
Ideascope Associates, Inc.                    USA, Massachusettes  100
-------------------------------------------------------------------------------------------------------------------
Interactive Edge, Inc.                        USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Lighthouse Global Network, Inc.               USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Medical Education Technologies Inc.           USA, New York        100
-------------------------------------------------------------------------------------------------------------------
MicroArts Corporation                         USA, New Hampshire   100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------

                                                  Schedule 5.4-11
<PAGE>

-------------------------------------------------------------------------------------------------------------------
Morgen-Walke Associates, Inc.                 USA, New York        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Orion Marketing Alliance, Inc.                USA, Delaware        100
-------------------------------------------------------------------------------------------------------------------
PCM :fitch,Inc.                               USA, Arizona         100
-------------------------------------------------------------------------------------------------------------------
Peclers Paris North America, Inc.             USA, Delaware        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Primo Angeli Inc.                             USA, California      100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
Ted Bates Worldwide, Inc.                     USA, New York        100
-------------------------------------------------------------------------------------------------------------------
The Decision Shop, Inc.                       USA, New York        100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
The Leonhardt Group, Inc.                     USA, Washington      100              Guarantor & Material Subsidiary
-------------------------------------------------------------------------------------------------------------------
TLG Print Services, Inc.                      USA, Washington      100
-------------------------------------------------------------------------------------------------------------------
One Four One Vietnam Limited                  Viet Nam             100
-------------------------------------------------------------------------------------------------------------------

*    Percentage of voting share capital held by members of the Group
**   Determination of Material  Subsidiaries,  as defined,  has been based on 2001 audited financial  statements of
     each such subsidiary and the Group respectively.
</TABLE>

                                                  Schedule 5.4-12
<PAGE>
<TABLE>
<CAPTION>
     (b) Affiliates

-----------------------------------------------------------------------------------------------------------
Entity                                                           Jurisdiction of           Percentage Group
                                                                  Incorporation                Ownership
-----------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                           <C>
Ad Selective S.A.                                                   Argentina                     50
-----------------------------------------------------------------------------------------------------------
Blood Sweat & Tears Creative Communications Pty Limited             Australia                     49
-----------------------------------------------------------------------------------------------------------
DesignOne Productions Pty Ltd                                       Australia                     50
-----------------------------------------------------------------------------------------------------------
e media works Limited                                               Australia                     50
-----------------------------------------------------------------------------------------------------------
InSync Communications Pty Ltd                                       Australia                     50
-----------------------------------------------------------------------------------------------------------
Knockout Solutions Limited                                          Australia                     50
-----------------------------------------------------------------------------------------------------------
Marketforce Advertising Limited                                     Australia                     50
-----------------------------------------------------------------------------------------------------------
Marketforce Limited                                                 Australia                     50
-----------------------------------------------------------------------------------------------------------
Redline Marketing Studio Pty Ltd                                    Australia                     50
-----------------------------------------------------------------------------------------------------------
Newdesign Belo Horizonte Ltda                                       Brazil                        20.38
-----------------------------------------------------------------------------------------------------------
Newdesign Participacoes Ltda                                        Brazil                        25.48
-----------------------------------------------------------------------------------------------------------
Newdesign Sao Paulo Ltda                                            Brazil                        25.48
-----------------------------------------------------------------------------------------------------------
Interscreen, s r.o                                                  Czech Republic                36
-----------------------------------------------------------------------------------------------------------

                                               Schedule 5.4-13
<PAGE>

-----------------------------------------------------------------------------------------------------------
e2e Factory AS                                                      Denmark                       21.5
-----------------------------------------------------------------------------------------------------------
Soul Factory                                                        Denmark                       49
-----------------------------------------------------------------------------------------------------------
Norgaard Mikkelsen Reklame Bureau A/S                               Denmark                       50
-----------------------------------------------------------------------------------------------------------
Zenith Optimedia Group Limited                                      England                       25
-----------------------------------------------------------------------------------------------------------
The Facilities Group Limited                                        England                       30
-----------------------------------------------------------------------------------------------------------
Communicator One Limited                                            England                       31.91
-----------------------------------------------------------------------------------------------------------
Softmedia Limited                                                   England                       40
-----------------------------------------------------------------------------------------------------------
deep blue networks AG                                               Germany                       23.19
-----------------------------------------------------------------------------------------------------------
John Warning Corporate Communications GmbH                          Germany                       24.73
-----------------------------------------------------------------------------------------------------------
Lentz Entertainment GmbH                                            Germany                       28.6
-----------------------------------------------------------------------------------------------------------
InterScreen GmbH Training fur Vertrieb und Service                  Germany                       36
-----------------------------------------------------------------------------------------------------------
Appel Grafik Berlin GmbH                                            Germany                       39.42
-----------------------------------------------------------------------------------------------------------
Ahrens and Behrent, Financial Dynamics GmbH                         Germany                       50
-----------------------------------------------------------------------------------------------------------
Advanced Media Services S.A.                                        Greece                        50
-----------------------------------------------------------------------------------------------------------
Diamond Bates Korea Co., Ltd.                                       Korea, Republic of            40
-----------------------------------------------------------------------------------------------------------
Vision Splended                                                     New Zealand                   30
-----------------------------------------------------------------------------------------------------------
141 Romania SRL                                                     Romania                       45.9
-----------------------------------------------------------------------------------------------------------
Bates VIAG Saatchi & Saatchi Advertisng                             Russian Federation            20
-----------------------------------------------------------------------------------------------------------
GE/Fitch Singapore pte Ltd                                          Singapore                     49
-----------------------------------------------------------------------------------------------------------
Fitch Tropical Pte Ltd                                              Singapore                     50
-----------------------------------------------------------------------------------------------------------
Talk Bates (Proprietary) Limited                                    South Africa                  26
-----------------------------------------------------------------------------------------------------------
Norgaard Mikkelsen AB                                               Sweden                        35.61
-----------------------------------------------------------------------------------------------------------
Power Response Advertising Limited                                  Thailand                      48.97
-----------------------------------------------------------------------------------------------------------
Bates Pan Gulf LLC                                                  United Arab Emirates          40
-----------------------------------------------------------------------------------------------------------
Polymer Solutions, Inc.                                             USA, Delaware                 50
-----------------------------------------------------------------------------------------------------------
Media 2000 Limited                                                  Virgin Islands, US            20
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                              Schedule 5.4-14
<PAGE>

Directors & Officers of Cordiant Communications Group plc:

--------------------------------------------------------------------------------
                  Name                                Position
--------------------------------------------------------------------------------
Directors:        Mr. Charles Thomas Scott            Chairman
--------------------------------------------------------------------------------
                  Mr. Michael Bungey                  Chief Executive Officer
--------------------------------------------------------------------------------
                  Mr. Arthur Edward D'Angelo          Finance Director
--------------------------------------------------------------------------------
                  Mr. Jean de Yturbe                  Executive Director
--------------------------------------------------------------------------------
                  Mr. Peter Martin Schoning           Executive Director
--------------------------------------------------------------------------------
                  Mr. John Dudley Fishburn            Non-executive Director
--------------------------------------------------------------------------------
                  Dr. Rolf Wilhelm Stomberg           Non-executive Director
--------------------------------------------------------------------------------
                  Mr. James Michael Tyrrell           Non-executive Director
--------------------------------------------------------------------------------
Officers:         Miss Denise Williams                Company Secretary
--------------------------------------------------------------------------------
                  Mr. Andrew Kenneth Boland           Deputy Finance Director
--------------------------------------------------------------------------------

                                Schedule 5.4-15
<PAGE>
<TABLE>
<CAPTION>
Affiliates:

------------------------------------------------------------------------------------------------------------------
Entity                                    Jurisdiction of           Percentage Group           Additional Comments
                                           Incorporation                Ownership
------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                          <C>
Ad Selective S.A.                             Argentina                    50
------------------------------------------------------------------------------------------------------------------
Blood Sweat & Tears Creative                  Australia                    49
Communications Pty Limited
------------------------------------------------------------------------------------------------------------------
Colors Pty Limited                            Australia                    40
------------------------------------------------------------------------------------------------------------------
Softmedia Limited                             England                      40
------------------------------------------------------------------------------------------------------------------
The Facilities Group Limited                  England                      30
------------------------------------------------------------------------------------------------------------------
Zenith Media Holdings Limited                 England                      50
------------------------------------------------------------------------------------------------------------------
Deep Blue Networks AG                         Germany                      34.48
------------------------------------------------------------------------------------------------------------------
InterScreen GmbH Training fur Vertrieb        Germany                      45
und Service
------------------------------------------------------------------------------------------------------------------
John Warning Corporate Communications GmbH    Germany                      40
------------------------------------------------------------------------------------------------------------------
Advanced Media Services S.A.                  Greece                       50
------------------------------------------------------------------------------------------------------------------
Equinox Communications Limited                Hong Kong                    50
------------------------------------------------------------------------------------------------------------------
Diamond Bates Korea Co., Limited              Korea, Republic of           40
------------------------------------------------------------------------------------------------------------------
Bates Levant SAL                              Lebanon                      20
------------------------------------------------------------------------------------------------------------------
Bates VIAG Saatchi & Saatchi Advertisng       Russian Federation           20
------------------------------------------------------------------------------------------------------------------
Fitch Tropical Pte Ltd                        Singapore                    50
------------------------------------------------------------------------------------------------------------------
GE/Fitch Singapore pte Ltd                    Singapore                    49
------------------------------------------------------------------------------------------------------------------
Penta Communications Services (PTY)           South Africa                 29
Limited
------------------------------------------------------------------------------------------------------------------
Bates (Thailand) Co Limited                   Thailand                     49
------------------------------------------------------------------------------------------------------------------
Power Response Limited                        Thailand                     49
------------------------------------------------------------------------------------------------------------------
Bates Pan Gulf LLC                            United Arab Emirates         30
------------------------------------------------------------------------------------------------------------------
Polymer Solutions, Inc                        USA, Delaware                50
------------------------------------------------------------------------------------------------------------------
Media 2000 Limited                            Virgin Islands, U.S.         20
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                  Schedule 5.4-16
<PAGE>

Directors & Officers of Cordiant Communications Group plc:

--------------------------------------------------------------------------------
              Name                                 Position
--------------------------------------------------------------------------------
Directors:    Mr. Charles Thomas Scott             Chairman
--------------------------------------------------------------------------------
              Mr. Michael Bungey                   Chief Executive Officer
--------------------------------------------------------------------------------
              Mr. Arthur Edward D'Angelo           Finance Director
--------------------------------------------------------------------------------
              Mr. Jean de Yturbe                   Executive Director
--------------------------------------------------------------------------------
              Mr. Peter Martin Schoning            Executive Director
------------------------------------------------------------------------------
              Mr. Ian Lindsay Smith                Executive Director
--------------------------------------------------------------------------------
              Mr. William J Whitehead              Executive Director
--------------------------------------------------------------------------------
              Mr. John Dudley Fishburn             Non-executive Director
--------------------------------------------------------------------------------
              Prof. Theodore Levitt                Non-executive Director
--------------------------------------------------------------------------------
              Dr. Rolf Willhelm Stomberg           Non-executive Director
--------------------------------------------------------------------------------
              Mr. James Michael Tyrell             Non-executive Director
--------------------------------------------------------------------------------
Officers:     Miss Denise Williams                 Company Secretary
--------------------------------------------------------------------------------
              Mr. Andrew Boland                    Deputy Finance Director
--------------------------------------------------------------------------------

                                Schedule 5.4-17
<PAGE>
                                                                    SCHEDULE 5.5


                              Financial Statements

                              2001 Interim Results
                               2000 Annual Report
                               1999 Annual Report
                               1998 Annual Report
                               1997 Annual Report

                                 Schedule 5.5-1
<PAGE>

                                                                   Schedule 5.15

                              EXISTING INDEBTEDNESS

                                  See attached.




*    to be repaid using the proceeds of the note issue.
**   notional gross principal of derivative contracts.

                                Schedule 5.15.-1
<PAGE>

                                                                 Schedule 9.1.12

<TABLE>
<CAPTION>
                                    Preference shares issued by (or to be issued)
                  by Lighthouse Global Network Inc. and its Subsidiaries as Deferred Consideration


Jurisdiction        Entity or       Date            Maximum                  Deferred Consideration  End Date
                    business                        Deferred                                         (on or
                    acquired                        Consideration                                    before)
                                                    (approximate
                                                    figure)

<S>                 <C>             <C>         <C>                          <C>                     <C>
USA                 Leonhardt       28.10.1999            $4,500,000         6% convertible          3 yrs or 5 yrs
                                                                             preferred stock of      from closing
                                                                             Lighthouse

USA                 Interiors for   29.11.1999            $4,000,000         6% convertible          3 yrs or 5yrs
                    Architecture/                                            preferred stock of      from closing
                    Associates in                                            Lighthouse
                    Architecture
                    and Design

USA                 Avid            06.01.2000            $2,000,000         6% convertible          31.12.2002
                    Productions                                              preferred stock of      and
                                                                             Lighthouse              31.12.2004

UK                  C&FD            06.11.2000        (pound)585,000         5850 redeemable         31.12.2004
                                                                             preference shares in
                                                                             Lighthouse Holdings
                                                                             UK Limited - can be
                                                                             exchanged for 6%
                                                                             convertible preferred
                                                                             stock of Lighthouse

USA                 Morgen-Walke    12.01.2000            $5,250,000         6% convertible          31.12.2002 and
                                                                             preferred stock of      31.12.2002
                                                                             Lighthouse

USA                 Ideascope       07.02.2000            $3,500,000         6% convertible          3 yrs after
                                                                             preferred stock of      closing
                                                                             Lighthouse

UK                  Clarion         10.03.2000   (pound)339,000 plus         9870 preference         31.12.2002
                                                (pound)987,000 to be         shares in Lighthouse
                                                        satisfied by         Holdings UK Limited -
                                                       issue of 9870         can be exchanged into
                                                          preference         6% convertible
                                                              shares         preferred stock of
                                                                             Lighthouse

USA                 Wang            02.03.2000              $100,000         6% convertible          31.12.2002
                                                                             preferred stock of
                                                                             Lighthouse

USA                 Fantastic       04.03.1999            $1,675,000         6% convertible          04.03.2004
                    Sports                             plus interest         preferred stock of
                                                                             Lighthouse

USA                 Primo Angeli    25.06.1999            $3,150,000         6% convertible          01.07.2004
                                                       plus interest         preferred stock of
                                                       and dividends         Lighthouse


                                                 Schedule 9.1.12-1
<PAGE>

USA                 Davidson        07.07.1999            $3,000,000         6% convertible          31.05.2003
                                                                             preferred stock of
                                                                             Lighthouse

UK                  Financial       23.07.1999     (pound)11,200,000         6% convertible          31.12.2002
                    Dynamics                                                 preferred stock of
                                                                             Lighthouse
</TABLE>

                                                 Schedule 9.1.12-2
<PAGE>

                                                                 Schedule 9.1.14


                            CASH POOLING ARRANGEMENTS

                    Cash Pooling Arrangements in Germany with
                      Deutsche Bank AG and between Scholz &
                         Friends AG and its Subsidiaries
                       existing at the Effective Date with
                          are incorporated in Germany.


                               Schedule 9.1.14-1
<PAGE>

                                                                 Schedule 10.1.1


<TABLE>
<CAPTION>
                                                 PERMITTED ENCUMBRANCES

------------------------------------------------------------------------------------------------------------------------
     Country               Company              Currency         Amount                    Description
------------------------------------------------------------------------------------------------------------------------
<S>                <C>                             <C>           <C>         <C>
China              Bates China                     HKD              835,000     Cash   collateral   to   secure   rental
                                                                                agreement
------------------------------------------------------------------------------------------------------------------------
France             Bates France                    FRF            1,073,000     Cash   collateral   to   secure   rental
                                                                                guarantee
------------------------------------------------------------------------------------------------------------------------
Greece             Bates Hellas                    GRD           50,000,000     Charge on  accounts  receivable  re Xios
                                                                                bank facility
------------------------------------------------------------------------------------------------------------------------
Greece             Bates Hellas                    GRD           75,000,000     Post dated bills re  guarantee  facility
                                                                                provided by Xios Bank (renamed Piraeus)
------------------------------------------------------------------------------------------------------------------------
India              Bates India Ltd                 INR           25,000,000     Hypothecation    of   book   debts   and
                                                                                equitable  mortgage  of  properties  for
                                                                                bank  facilities  granted  by both  HSBC
                                                                                and Nedungadi Bank (was 75m INR)
------------------------------------------------------------------------------------------------------------------------
Netherlands        Cordiant Finance BV             NLG               18,463     Cash   collateral   to   secure   rental
                                                                                guarantee
------------------------------------------------------------------------------------------------------------------------
Sweden             Bates Sweden                    SEK            4,150,000     Charge        on        assets        re
                                                                                Provinsbanken/Osgota   Enskilda   Banken
                                                                                bank and guarantee facility
------------------------------------------------------------------------------------------------------------------------
Taiwan             Bates Taiwan                    TWD           15,000,000     Cash   collateral  for  media  guarantee
                                                                                facility
------------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                         EUR              165,000     Escrow  account held with  Bankinter for
                                                                                deferred   consideration   re   minority
                                                                                purchase    of   Grupo    Bates    Spain
                                                                                (originally 60m ESP)
------------------------------------------------------------------------------------------------------------------------
Australia          Marketforce Ltd                 AUD            1,200,000     Secured by Mortgage debenture
------------------------------------------------------------------------------------------------------------------------
Brazil             Newcomm                         BRL            4,000,000     Charge over receivables
------------------------------------------------------------------------------------------------------------------------
Czech Republic     Intercom                        CZK            4,000,000     Charge over receivables
------------------------------------------------------------------------------------------------------------------------
Norway                                             NOK           12,500,000     Charge   over    receivables   for   the
                                                                                provision of an  overdraft
------------------------------------------------------------------------------------------------------------------------

                                                    Schedule 10.1.1-1
<PAGE>

                                                                          0     facility and rental guarantees
------------------------------------------------------------------------------------------------------------------------
Thailand           Bates Thailand                  THB            4,250,000     Charge over assets for the  provision of
                                                                                a loan facility
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                    Schedule 10.1.1-2
<PAGE>

                                                                 Schedule 10.1.2

<TABLE>
<CAPTION>
                                                  PERMITTED GUARANTEES

-----------------------------------------------------------------------------------------------------------------------
     Country            Company          Currency          Amount                       Description
-----------------------------------------------------------------------------------------------------------------------
<S>                <C>                      <C>            <C>             <C>
Austria            Dr Puttner Bates         ATS                600,000     Guarantee given by the company for rent
-----------------------------------------------------------------------------------------------------------------------
Greece             Bates Hellas             GRD            200,000,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee  issued under  guarantee  facility
                                                                           provided by Euromerchant bank
-----------------------------------------------------------------------------------------------------------------------
Greece             Bates Hellas             GRD            150,000,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee  issued under  guarantee  facility
                                                                           provided by Xios bank,  renamed Peraeus bank
                                                                           (secured 50% on post dated bills)
-----------------------------------------------------------------------------------------------------------------------
Greece             Bates Hellas             GRD            250,000,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee  issued under  guarantee  facility
                                                                           provided by ABN AMRO bank
-----------------------------------------------------------------------------------------------------------------------
Hong Kong          Bates Hong Kong          HKD                100,000     Guarantee  provided  to SCMP in  respect  of
                                                                           Zenith Media
-----------------------------------------------------------------------------------------------------------------------
Italy              141 Italia               ITL             17,725,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee   provided   by  BCI   to   Zurigo
                                                                           Assurance
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL            131,450,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee   provided   by  BCI   to   Zurigo
                                                                           Assurance
-----------------------------------------------------------------------------------------------------------------------
Italy              Plan Design              ITL              5,893,750     Guarantee  in  favour  of  Italian   Finance
                                                                           Ministry
-----------------------------------------------------------------------------------------------------------------------
Italy              Ted Bates WW             ITL            104,055,000     Guarantee  in  favour  of  Italian   Finance
                                                                           Ministry
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL              5,000,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee  provided  by  BCI  on  behalf  of
                                                                           Italian Police department
-----------------------------------------------------------------------------------------------------------------------
Malaysia           Bates Malaysia           MYR              4,000,000     Indemnities   provided   in   respect  of  a
                                                                           guarantee  issued under  guarantee  facility
                                                                           provided   by  HSBC   (1.5m  MYR   overdraft
                                                                           facility   and  50%  of  5m  MYR   guarantee
                                                                           facility)
-----------------------------------------------------------------------------------------------------------------------
Norway             Bates Gruppen AS         NOK              5,500,000     Indemnities  provided  in  respect of a Bank
                                                                           guarantee  provided by  Sparbanken in favour
                                                                           of landlords  for office  rents  (originally
                                                                           7.8m NOK)
-----------------------------------------------------------------------------------------------------------------------
Spain              Delvico Bates            ESP            100,000,000     Indemnities    provided    in   respect   of
                                                                           guarantees    issued   under   a   guarantee
                                                                           facility provided by Banco Santander
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  USD             Lease          Guarantee   given  to   Landlord  of  Hudson
                                                         obligations       Street (with Saatchi)
-----------------------------------------------------------------------------------------------------------------------

                                                   Schedule 10-1.2-1
<PAGE>

-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  GBP             Lease          Guarantee  given  to  Landlord  of  Berkeley
                                                         obligations       Square (with Saatchi)
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  GBP             Lease          Guarantee  given to  Landlord  of Dukes Road
                                                         obligations       (with Saatchi)
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  GBP           Variable         Forward foreign exchange contracts
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  JPY            700,000,000     Guarantee  given by plc in  respect of Bates
                                                                           Japan
-----------------------------------------------------------------------------------------------------------------------
UK                 Bates Overseas           PTE             30,000,000     Guarantee  provided  by BOH  for  the  Banco
                   Holdings                                                Totta  &  Acores  bank  facility  for  Bates
                                                                           Portugal JV
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  USD              2,000,000     Guarantee given to Chase Manhattan Bank
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  ZAR            Run-off         Guarantee   given  by  plc  to  PN   Barrett
                                                         liabilities       Company (Prop) Ltd
-----------------------------------------------------------------------------------------------------------------------
UK/US              CCG plc                  USD             Lease          Guarantee   given  to   Landlord   of  Bates
                                                         obligations       premises at 498 Seventh Avenue
-----------------------------------------------------------------------------------------------------------------------
USA                Bates US                 USD                            Guarantee  given by  Cordiant  Compton WW to
                   Holdings Inc                                            Niederhoffer, Cross & Zeckhauser
-----------------------------------------------------------------------------------------------------------------------
USA                Bates US                 USD                            Guarantee  given by  Cordiant  Compton WW to
                   Holdings Inc                                            Orenstein, Musoff & Orenstein
-----------------------------------------------------------------------------------------------------------------------
USA                Bates US                 USD             10,000,000     Guarantee  given by  Cordiant  Compton WW to
                   Holdings Inc                                            KCIN re lease
-----------------------------------------------------------------------------------------------------------------------
Argentina          CCG plc                  ARP                610,000     Plc   guarantee   on   behalf   of   Grandes
                                                                           Pinturerias del Centro SA
-----------------------------------------------------------------------------------------------------------------------
Argentina          CCG plc                  ARP                500,000     Plc guarantee on behalf of La Nacion
-----------------------------------------------------------------------------------------------------------------------
Argentina          CCG plc                  ARP              1,500,000     Plc    guarantee    on    behalf   of   Arte
                                                                           Radiotelevisivo Argentino SA
-----------------------------------------------------------------------------------------------------------------------
Argentina          CCG plc                  ARP              1,500,000     Plc   guarantee  on  behalf  of   Television
                                                                           Federal SA
-----------------------------------------------------------------------------------------------------------------------
Argentina          Zenith Media             USD              1,500,000     Bank guarantee to Clarin SA
                   Argentina
-----------------------------------------------------------------------------------------------------------------------
Belgium            LDV Bates                EUR                 54,291     Bank guarantee given to landlord for rent
-----------------------------------------------------------------------------------------------------------------------
Germany            Sholz & Friends          DEM              1,536,000     Bank guarantee given to landlord for rent
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL             44,500,000     Bank   guarantees   on   behalf   of  Zurigo
                                                                           Assurance (Ex Medical)
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL            665,000,000     Bank guarantees on behalf of Min Del Lavoro
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL            175,000,082     Bank    guarantees    on   behalf   of   Min
                                                                           Dell'Interno
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL            423,333,000     Bank   guarantees   on  behalf  of   Regione
                                                                           Lombardia
-----------------------------------------------------------------------------------------------------------------------
Italy              Bates Italia             ITL            250,000,000     Bank   guarantees  on  behalf  of  Ministero
                                                                           Della Salute
-----------------------------------------------------------------------------------------------------------------------

                                                   Schedule 10.1.2-2
<PAGE>

-----------------------------------------------------------------------------------------------------------------------
Netherlands        Bates Not Just           EUR                 93,000     Bank guarantee given to landlord for rent
                   Film
-----------------------------------------------------------------------------------------------------------------------
New Zealand        CCG plc                  NZD              5,000,000     Plc guarantee provided to TVNZ
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  GBP                735,712     Bank guarantee  given to landlord of Holborn
                                                                           Gate
-----------------------------------------------------------------------------------------------------------------------
UK                 CCG plc                  GBP                207,575     Bank   guarantee   given  to   landlord   of
                                                                           Clerkenwell Road
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                   Schedule 10.1.1-3
<PAGE>

                                                                 Schedule 10.1.6

                             Permitted Acquisitions

The acquisitions listed below provided that the total acquisition  consideration
payable  by the  Group in  respect  of such  acquisition  (including  for  these
purposes any deferred  consideration) does not exceed the maximum  consideration
for such  acquisition  contained in the acquisition  agreement as at the date of
this Agreement relating to the acquisition concerned.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                       Acquisition                              Country                   Basis of Payout
---------------------------------------------------------- ------------------- --------------------------------------
<S>                                                           <C>              <C>           <C>
Churchill Group Inc/Churchill Advertising Group Inc                US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Bates Travel & Tourism Inc (Criterion)                             US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Konoret AS Reklamebyra                                           Norway        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Not Just Film BV                                              Netherlands      Cash                Put call option
---------------------------------------------------------------------------------------------------------------------
Cronert & Co                                                     Sweden        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Corps 117 & LdV                                                 Belgium        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Interactive Edge Inc                                               US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Mainostoimisto Sarrka Oy                                        Finland        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Diamond Ad Ltd                                                   Korea         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
PSD Associates Ltd                                                 UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Arcom Group Ltd                                                    UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Camarote ZP S.L.                                                 Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Impressionist International Communications Oy                   Finland        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Interprofil APS (Plan Design)                                   Denmark        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Pack Design AB                                                   Sweden        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Bamber Forsyth Ltd                                                 UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Donino White & Parners Inc                                         US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
CKMP Ltd                                                           UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Hermann Beasley Advertising Ltd                                    UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Intercom KG                                                     Germany        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Big Island International Pty Ltd                               Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Ideaworks (Holdings) Pty Ltd                                   Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------

                                                  Schedule 10.1.6-1
<PAGE>

---------------------------------------------------------------------------------------------------------------------
Marketforce Ltd                                                Australia       Cash          Earnout & contractual
                                                                                                purchase of shares
---------------------------------------------------------------------------------------------------------------------
Professional Public Relations Pty Ltd                          Australia       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Generator Communications Ltd                               New Zealand         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Newcomm Bates Comunicacao Integrada Ltda                         Brazil        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
E.S.C. Comunicacion Eisen, San Martin, Camine S.A.L.             Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Clarion Communications (PR) Ltd                                    UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Davidson Marketing Inc (Communicator US)                           US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
The Terpin Group of Companies Inc                                  US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Sports Producers Hawaii Inc                                        US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Associates in Architecture & Design Inc                            US          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Propose Two Ltd/Secure Two Ltd (Communicator UK)                   UK          Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Consultants in Pharmacuetical Advertising Espana S.L.            Spain         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
H.F.T. Group                                                     France        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Microarts Corporation                                              US          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Bulletin International Ltd                                         UK          Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Presentation Communications International Ltd/Ultimate             UK          Stock                       Earnout
Events Ltd
---------------------------------------------------------------------------------------------------------------------
Gallagher & Kelly Public Relations Ltd                          Ireland        Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
Diseno & Gestion S.L.                                            Spain         Cash                Earnout & pull/
                                                                                                       call option
---------------------------------------------------------------------------------------------------------------------
Testardo Public Relations Sp.o.o.                                Poland        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Harrisonhuman (Proprietary) Ltd                               South Africa     Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Schwab & Piquette Communications Inc                             Canada        Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
Antonini & Associati S.r.l./Naviter S.r.l.                       Italy         Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------
United Visions Entertainments AG                                Germany        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
 Verdino Bates S.A. de Publicidad (Fernando Fernandez)          Argentina       Cash                        Earnout
---------------------------------------------------------------------------------------------------------------------

                                                  Schedule 10.1.6-2
<PAGE>

---------------------------------------------------------------------------------------------------------------------
International Business Information Inc                           Japan         Stock                       Earnout
---------------------------------------------------------------------------------------------------------------------
141 France SA                                                    France        Cash                Put/call option
---------------------------------------------------------------------------------------------------------------------
Shelf Company subsidiary of Bates Germany Werbeagentur          Germany        Cash
GmbH
---------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                  Schedule 10.1.6-3
<PAGE>