EXHIBIT 4.1

                                                                  CONFORMED COPY














                                 LOAN AGREEMENT
                                       for
                       Facilities of up to US$400,000,000

                                       to
                        CORDIANT COMMUNICATIONS GROUP PLC
                                   and others


                                   Arranged by
                              THE BANK OF NEW YORK
                                       and
                            HSBC INVESTMENT BANK PLC



                                      Agent
                            HSBC INVESTMENT BANK PLC

                                   Norton Rose
                                     London


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                                    CONTENTS


Clause                               Heading                               Page

1        Purpose and definitions.............................................1
1.1      Purpose.............................................................1
1.2      Definitions.........................................................2
1.3      Headings...........................................................26
1.4      Construction of certain terms......................................26
1.5      Majority Banks.....................................................27
1.6      Agent's opinion....................................................27
2        The Facilities.....................................................27
2.1      Amount.............................................................27
2.2      Obligations several................................................28
2.3      Interests several..................................................28
2.4      Maximum outstandings...............................................28
3        Conditions.........................................................29
3.1      Documents and evidence required....................................29
3.2      General conditions precedent.......................................29
3.3      Waiver of conditions precedent.....................................30
3.4      Notification.......................................................30
4        The Facilities; Currencies.........................................30
4.1      Drawdown of Advances...............................................30
4.2      Notification to Banks of Revolving Credit Advances and the
         Conversion Advance.................................................31
4.3      Amount and Term of Revolving Credit Advances.......................31
4.4      Amount and Term of Swingline Advances..............................32
4.5      Selection of currencies............................................32
4.6      Limit on currencies; non-availability..............................32
4.7      Facility B conversion option.......................................32
4.8      The Termination Dates..............................................33
4.9      Application of proceeds............................................33
4.10     Information........................................................33
4.11     Refinancing of the Existing Group Facilities following a Relevant
         Acceleration Notice and the refinancing of the Existing Lighthouse
         Facilities.........................................................34
4.12     Refinancing of the Existing Group Facilities and the Existing
         Lighthouse Facilities following a No Consent Notice or a Unanimous
         Consent Notice.....................................................34
4.13     Refinancing of the Existing Lighthouse Facilities following a
         Consent Notice.....................................................35
4.14     Operation of the Facilities and the Existing Group Facilities
         following a Consent Notice.........................................35
5        Interest; alternative interest rates...............................36
5.1      Calculation of Margin..............................................36
5.2      Interest rate for Revolving Credit Advances........................38
5.3      Interest rate for Swingline Advances...............................38
5.4      Interest rate and Interest Periods for the Conversion Advance......38
5.5      Interest for late payment..........................................39
5.6      Notification of interest rate......................................40







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5.7      Reference Bank quotations..........................................40
5.8      Market disruption; non-availability................................41
6        The Overdraft Facility and the Swingline Facility..................42
6.1      The Overdraft Facility.............................................42
6.2      Terms and conditions...............................................42
6.3      Utilisation, interest and repayment................................42
6.4      Set off under Overdraft Facility...................................42
6.5      Set off under Swingline Facility...................................43
6.6      Swingline Letter of Credit Applications............................43
6.7      L/C Application....................................................44
6.8      Amount of Swingline Letters of Credit..............................44
6.9      Swingline Letter of Credit Commission..............................44
6.10     Notification of demand under a Swingline Letter of Credit..........45
6.11     Conversion of Swingline Letter of Credit to Swingline Advance......45
6.12     Payment by the Banks to Swingline Bank.............................45
6.13     Default by Banks in payment to Swingline Bank......................46
6.14     Reduction of Swingline Letter of Credit Facility...................46
7        Indemnity of Overdraft Bank and Swingline Bank.....................46
7.1      Shortfall notification in relation to Swingline Advances and
         Utilisations.......................................................46
7.2      Payment by Banks...................................................47
7.3      Indemnity from Borrowers in relation to Swingline Advances and
         Utilisations.......................................................47
7.4      Counter-indemnity for Swingline Letters of Credit..................47
7.5      Rights of contribution and subrogation of Swingline Borrower.......48
7.6      Waiver of defences of Swingline Borrower...........................49
7.7      Continuing indemnity of Swingline Borrower.........................49
7.8      Additional security................................................49
7.9      Preservation of rights.............................................49
8        Repayment, prepayment and cancellation.............................49
8.1      Repayment of Revolving Credit Advances.............................49
8.2      Repayment of Swingline Advances....................................50
8.3      Repayment of the Conversion Advance................................50
8.4      Voluntary prepayment...............................................50
8.5      Additional voluntary prepayment....................................50
8.6      Mandatory prepayment/reduction.....................................51
8.7      Amounts payable on prepayment......................................55
8.8      Notice of prepayment...............................................55
8.9      Cancellation of Commitments........................................55
8.10     Allocation of reduction of commitments.............................55
9        Fees and expenses..................................................55
9.1      Fees...............................................................55
9.2      Expenses...........................................................57
9.3      Value Added Tax....................................................57
9.4      Stamp and other duties.............................................57
10       Payments and Taxes; accounts and calculations......................57
10.1     No set-off or counterclaim; distribution to the Banks..............57
10.2     Payments by the Banks..............................................58
10.3     Non-Banking Days...................................................58







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10.4     Agent may assume receipt...........................................58
10.5     Grossing-up for Taxes..............................................58
10.6     Exceptions to gross-up.............................................59
10.7     Qualifying Banks...................................................61
10.8     US Tax forms.......................................................61
10.9     Claw-back of tax benefit...........................................62
10.10    Bank accounts......................................................63
10.11    Partial payments...................................................63
10.12    Calculations.......................................................64
10.13    Certificates.......................................................64
10.14    Effect of monetary union...........................................64
10.15    Continuation of the Conversion Advance in Sterling or euros........65
11       Representations and warranties.....................................65
11.1     Representations and warranties.....................................65
11.2     Repetition.........................................................70
12       Undertakings.......................................................70
12.1     Positive undertakings..............................................70
12.2     Negative undertakings..............................................75
13       Financial covenants................................................79
13.1     Covenants..........................................................79
13.2     Original Accounting Principles.....................................80
14       Events of Default..................................................80
14.1     Events of Default..................................................80
14.2     Acceleration.......................................................85
14.3     Demand basis.......................................................85
15       Indemnities........................................................86
15.1     Miscellaneous indemnities..........................................86
15.2     Currency of account; currency indemnity............................86
15.3     ECB reserve requirements...........................................87
16       Unlawfulness and increased costs; mitigation.......................87
16.1     Unlawfulness.......................................................87
16.2     Increased costs....................................................88
16.3     Exceptions.........................................................89
16.4     Mitigation.........................................................90
16.5     Regulation D Costs.................................................90
17       Set-off and pro rata payments......................................91
17.1     Set-off  ..........................................................91
17.2     Pro rata payments..................................................91
17.3     No release.........................................................92
17.4     No charge..........................................................92
18       Assignment, substitution, lending offices, Additional Borrowers,
         Additional Guarantors and Affiliates of Banks......................92
18.1     Benefit and burden.................................................92
18.2     No assignment by Borrower..........................................92
18.3     Substitution.......................................................92
18.4     Limitation on certain obligations..................................93
18.5     Reliance on Substitution Certificate...............................94







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18.6     Authorisation of Agent.............................................94
18.7     Construction of certain references.................................94
18.8     Lending offices....................................................94
18.9     Disclosure of information..........................................94
18.10    Restrictions on novations..........................................95
18.11    Additional Borrowers and Additional Overdraft Borrowers............95
18.12    Additional Guarantors..............................................96
18.13    The Parent as Borrowers' agent.....................................96
18.14    Amendments binding.................................................97
18.15    Affiliates of Banks................................................97
19       Arranger, Agent, Security Trustee and Reference Banks..............98
19.1     Appointment of Agent...............................................98
19.2     Agent's actions....................................................98
19.3     Agent's duties.....................................................98
19.4     Agent's rights.....................................................99
19.5     No liability of Arrangers, Security Trustee, Agent, Swingline
         Bank and Overdraft Bank...........................................100
19.6     Non-reliance on Arrangers, Security Trustee, Agent, Swingline
         Bank or Overdraft Bank............................................101
19.7     No Responsibility on Arrangers, the Security Trustee, the Agent,
         the Swingline Bank or the Overdraft Bank for any Borrower's
         performance.......................................................101
19.8     Reliance on documents and professional advice.....................102
19.9     Other dealings....................................................102
19.10    Rights of Agent, Swingline Bank, Overdraft Bank, Security
         Trustee and Arrangers as Bank; no partnership.....................102
19.11    Amendments; waivers...............................................102
19.12    Reimbursement and indemnity by Banks..............................103
19.13    Retirement of Agent...............................................104
19.14    Retirement of Overdraft Bank and Swingline Bank...................105
19.15    Change of Reference Banks.........................................105
20       Notices and other matters.........................................105
20.1     Notices  105
20.2     Notices through the Agent.........................................106
20.3     No implied waivers, remedies cumulative...........................107
20.4     Counterparts......................................................107
20.5     Third Party Rights................................................107
21       Governing law and jurisdiction....................................107
21.1     Law      .........................................................107
21.2     Submission to jurisdiction........................................107
21.3     Agent for service of process......................................108

Schedule

Schedule 1 Part A - Original Borrowers.....................................109
Part B - Original Guarantors...............................................110
Part C - Original Overdraft Borrowers......................................113
Part D - Additional Guarantors.............................................115







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Schedule 1 The Banks and their Commitments.................................116
Schedule 1 Part A - Form of Drawdown Notice................................117
Part B - Form of L/C Application...........................................118
Schedule 1 Part A - Documents and evidence required as conditions
         precedent to the delivery of the first Drawdown Notice in
         respect of the Facilities.........................................119
Part B - To be delivered prior to the delivery of the first Drawdown
         Notice in respect of an Advance to be used to refinance the
         Existing Lighthouse Facilities or to pay costs and expenses
         incurred in connection with the Lighthouse Acquisition............121
Part C - Documents and evidence to be delivered by each Additional
         Guarantor.........................................................122
Part D - Documents and evidence to be delivered by an Additional Borrower
         or Additional Overdraft Borrower..................................124
Part E - Form of Director's Certificate regarding financial assistance.....126
Schedule 1 Calculation of Additional Cost..................................129
Schedule 6 Form of Substitution Certificate Part A (single transfers)......131
Part B (global form).......................................................136
Schedule 1 Permitted Encumbrances..........................................142
Schedule 1 - Part A Borrower Accession Agreement...........................143
Part B - Overdraft Borrower Accession Agreement............................145
Schedule 2 Permitted Guarantees............................................147
Schedule 1 Borrower's Compliance Certificate...............................149
Schedule 2 Form of Guarantee to be given by new Guarantors.................151
Schedule 1 Permitted Acquisitions..........................................163
Schedule 1 Preference shares issued by (or to be issued) by Lighthouse
           and its Subsidiaries as deferred consideration..................165








<PAGE>
THIS AGREEMENT is dated 4 July 2000 and made BETWEEN:

(1)    CORDIANT COMMUNICATIONS GROUP PLC as the Parent;

(2)    THE COMPANIES  whose names,  registered  numbers (if any) and  registered
       offices are set out in part A of schedule 1 as Original Borrowers and the
       companies whose names, registered numbers (if any) and registered offices
       are set out in part C of schedule 1 as Original Overdraft Borrowers;

(3)    THE BANK OF NEW YORK and HSBC INVESTMENT BANK PLC as Arrangers;

(4)    THE BANKS AND  FINANCIAL  INSTITUTIONS  whose names and addresses are set
       out in schedule 2;

(5)    HSBC INVESTMENT BANK PLC as Agent and Security Trustee;

(6)    THE BANK OF NEW YORK as Swingline Bank; and

(7)    HSBC BANK PLC as Overdraft Bank.

IT IS AGREED as follows:

1      Purpose and definitions

1.1      Purpose

         This Agreement  sets out the terms and  conditions  upon and subject to
         which:

          (a)  the Banks agree, according to their several obligations,  to make
               available to the Borrowers a revolving  credit  facility of up to
               $225,000,000  or  its  equivalent  in  Optional  Currencies,  the
               Swingline Bank agrees to make available to the Swingline Borrower
               a swingline  facility  (including a letter of credit facility) of
               up to $18,000,000 and the Overdraft Bank agrees to make available
               to the  Overdraft  Borrowers  an  overdraft  facility  of up to L
               6,000,000,  subject to an overall limit on all such facilities of
               $225,000,000, to be used as follows:

               (i)   to refinance  the Existing  Lighthouse  Facilities  and the
                     Existing Group Facilities in full (but not part only);

               (ii)  to pay the costs and expenses  incurred in connection  with
                     the Lighthouse Acquisition; and

               (iii) or other general corporate purposes;

         (b)   the Banks agree, according to their several obligations,  to make
               available to the Borrowers a further  revolving  credit  facility
               (with  a  conversion   option)  of  up  to  $175,000,000  or  its
               equivalent in Optional Currencies, to be used as follows:






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               (i)   to refinance  the Existing  Lighthouse  Facilities  and the
                     Existing Group Facilities in full (but not part only);

               (ii)  to pay the costs and expenses  incurred in connection  with
                     the Lighthouse Acquisition; and

               (iii) for other general corporate purposes.

1.2      Definitions

         In this Agreement, unless the context otherwise requires:

         "Additional  Borrower" means any wholly owned  Subsidiary of the Parent
         which becomes a Borrower in accordance with clause 18.11;

         "Additional  Cost"  means,  in  relation to any  period,  a  percentage
         calculated  for such period at an annual rate  determined in accordance
         with schedule 5;

         "Additional  Overdraft  Borrower" means any wholly owned  Subsidiary of
         the Parent  which  becomes an  Overdraft  Borrower in  accordance  with
         clause 18.11;

         "Adjusted  PBIT"  means,  in respect of a period,  PBIT for that period
         plus the Group's depreciation for that period less Property Payments in
         respect  of that  period  plus (in  relation  to the 12 months  periods
         ending 31  December  2000 and 30 June 2001,  but only to the extent not
         already  included  in the PBIT or  depreciation  of the  Group for that
         period)  such amount as is  necessary  to give pro forma  effect to the
         Lighthouse Acquisition as if such acquisition had occurred on the first
         day of such period (such pro forma  adjustments to the Group's PBIT and
         depreciation  being  calculated by dividing the relevant  amounts which
         have been included in the relevant financial statements of the Group in
         respect of  Lighthouse  and its  Subsidiaries  which have been acquired
         pursuant to the Lighthouse  Acquisition by the number of months falling
         in the relevant period for which Lighthouse and its Subsidiaries  which
         are acquired pursuant to the Lighthouse Acquisition were members of the
         Group and multiplying the results by twelve;

         "Advance" means each Revolving Credit Advance,  each Swingline  Advance
         and the Conversion Advance;

         "Affiliate" means, in relation to any person, a Subsidiary or a Holding
         Company of that person and any other Subsidiary of a Holding Company of
         that person;

         "Agent" means HSBC  Investment  Bank plc or such other person as may be
         appointed agent for the Banks pursuant to clause 19.13;

         "Aggregate Net Proceeds" means in relation to an External  Refinancing,
         Flotation, Trade Sale or other Permitted Restricted Asset Disposal, the
         total cash proceeds received in Dollars (or if not received in Dollars,
         their  Dollar  equivalent  at the date of receipt) by any member of the
         Group  (including  any deferred or purchase price  adjustment  proceeds
         received by such member of the Group) less:






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<PAGE>
         (a)   the reasonable  costs,  fees and expenses incurred by such member
               of the  Group  in  connection  with  such  External  Refinancing,
               Flotation  or Trade  Sale or  other  Permitted  Restricted  Asset
               Disposal, as the case may be;

         (b)   (in  the  case  of  Flotation,  Trade  Sale  or  other  Permitted
               Restricted  Asset Disposal) a reasonable  provision for all Taxes
               (if  any)  incurred  by  the  relevant  member  of the  Group  in
               connection  with such  Flotation,  Trade Sale or other  Permitted
               Restricted Asset Disposal, as the case may be;

         (c)   (in  the  case  of  Flotation,  Trade  Sale  or  other  Permitted
               Restricted   Asset   Disposal)  any  amount  used  to  repay  any
               Indebtedness  of any member of the Group arising  from,  directly
               related to or as a direct  consequence of, such Flotation,  Trade
               Sale or Permitted Restricted Asset Disposal,  as the case may be,
               secured on the relevant asset; and

         (d)   any other amount which the Agent (acting on the  instructions  of
               the  Majority  Banks) may agree shall be excluded  from the total
               cash  proceeds  received  in  respect  of the  relevant  External
               Refinancing,  Flotation, Trade Sale or other Permitted Restricted
               Asset  Disposal  in  determining   the  relevant   Aggregate  Net
               Proceeds;

         "Arranger"  means  each of The Bank of New York of One  Canada  Square,
         London  E14 5AL and HSBC  Investment  Bank plc of Thames  Exchange,  10
         Queen Street Place, London, EC4R 1BL and their respective successors in
         title;

         "Auditors"  means  KPMG  Audit  Plc or  such  other  auditing  firm  of
         international  standing as may be approved by the board of directors of
         the Parent after prior consultation with the Agent;

         "Authorised  Officer"  means that  officer or officers of the Parent or
         the  Swingline  Borrower  authorised to sign  Compliance  Certificates,
         Drawdown Notices,  L/C Applications and any other notices,  requests or
         confirmations  referred  to  in  this  Agreement  or  relating  to  the
         facilities granted pursuant to this Agreement;

         "Availability  Period" means the Facility A Availability  Period or the
         Facility B Availability Period;

         "Banking Day" means:

         (a)   when LIBOR is to be  determined  or payments  made in relation to
               euros or a National Currency Unit, a TARGET Day; and

         (b)   for all other  purposes a day (other than  Saturday or Sunday) on
               which banks are open for business in New York City and London and
               (in the case of interest  rate fixing and payments in relation to
               Optional  Currencies)  the  principal  financial  centre  in  the
               jurisdiction of the Optional Currency concerned;

         "Banks" means the banks and financial institutions listed in schedule 2
         and includes their successors in title and Substitutes;







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<PAGE>
         "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  (provided that for the purposes of
         calculating the amount of any such  Indebtedness the calculation  shall
         be net of  credit  balances  which  together  with the  relevant  debit
         balances are subject to  contractual  netting  arrangements),  (ii) any
         bond,  note, loan stock,  debenture or similar debt  instrument,  (iii)
         acceptance or documentary credit  facilities,  (iv) receivables sold or
         discounted  (otherwise  than on a  non-recourse  basis),  (v)  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   acquisitions  or
         investments  permitted  in  accordance  with  clause  12.2(f)  and  the
         deferred  consideration  obligations  set out in schedule 13), (vi) the
         capital  element of Finance Leases and hire purchase  contracts,  (vii)
         (except  for the  purposes of the  definition  of  "Consolidated  Gross
         Borrowings" and clause 14.1(f)) Derivatives Contracts, (viii) 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 (vii)  above and (ix)  guarantees
         in respect of  Indebtedness  of any person falling within any of (i) to
         (viii) above;

         "Borrower"  means each of the Parent,  the Original  Borrowers  and the
         Additional Borrowers and/or the Swingline Borrower and/or the Overdraft
         Borrowers, as the context requires;

         "Borrower Accession  Agreement" means a borrower accession agreement in
         the form of part A of schedule 8;

         "Capital  Expenditure" means expenditure treated as capital expenditure
         pursuant to the Original Accounting Principles;

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

         "Collateral  Instruments" means notes, bills of exchange,  certificates
         of  deposit  and  other  negotiable  and  non-negotiable   instruments,
         guarantees,  and any other  documents or  instruments  which contain or
         evidence an obligation (with or without security) to pay,  discharge or
         be  responsible   directly  or  indirectly  for  any   Indebtedness  or
         liabilities  of any  Borrower or any other  person  liable and includes
         Encumbrances;

         "Commitment"  means,  in  relation  to a Bank and in  respect of either
         Revolving Credit Facility, at any relevant time the amount set opposite
         its name in  relation  to the







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         relevant Revolving Credit Facility in schedule 2 and/or, in the case of
         a Substitute,  the amount novated in relation to the relevant Revolving
         Credit Facility as specified in the relevant Substitution  Certificate,
         as reduced, in each case, by any relevant term of this Agreement and so
         that, if at such time the Total  Commitments have been reduced to zero,
         references to a Bank's  Commitment shall be construed as a reference to
         that Bank's Commitment immediately prior to such reduction to zero and,
         in  relation  to the  Swingline  Bank  and the  Overdraft  Bank,  their
         obligations to make  available the Swingline  Facility or the Overdraft
         Facility respectively;

         "Compliance Certificate" means a certificate  substantially in the form
         set out in  schedule  10 as to the  compliance  or  otherwise  with the
         financial  covenants  set out in clause  13.1  issued by an  Authorised
         Officer;

         "Consent  Notice"  means  copies,   certified  as  true,  complete  and
         up-to-date copies by an Authorised Officer of the Parent, of:

         (a)   a letter  from the agent  under  the  Existing  Group  Facilities
               Agreement,  confirming  that consents have been granted under the
               Existing  Group  Facilities  Agreement  to permit the  Lighthouse
               Acquisition and the entry into of this Agreement and the Security
               Documents  (and the Borrowed  Money and guarantees to be incurred
               or granted thereunder); and

         (b)   a waiver and  amendment  letter  relating to the  Existing  Group
               Facilities  Agreement  duly  executed  by  the  agent  under  the
               Existing Group Facilities Agreement and the Parent,

         in  each  case  in  form  and  substance  satisfactory  to  the  Agent;

         "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:

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

         (ii)  guarantees falling under paragraphs (d), (e), (f), (g), (h), (i),
               (j), (k) and (l) of the definition of Permitted  Guarantees shall
               not be taken into  account  and,  to avoid  double  counting,  no
               guarantee  of a  liability  which is already  taken into  account
               shall itself be taken into account;

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

         (iv)  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
               Parent for the conversion of such currency in accordance with the
               management policy of converting such amounts on a daily







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<PAGE>
                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
                Agent may determine or approve;

         (v)    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;

         (vi)   the  Indebtedness of members of the Group to the ITVA secured by
                fixed  charges  over  receivables  of the  Group  in the  United
                Kingdom shall not be taken into account;

         (vii)  Indebtedness in respect of cash collateralised guarantees issued
                by a Bank or any of its  associates  on  behalf  of the Group to
                media authorities shall not be taken into account;

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

         (ix)   the Zenith Guarantee shall not be taken into account;

         "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 paid or
         payable 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  amortised 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 (to the extent  relating to
                that  period  when  amortised  over  the  term  of the  relevant
                Consolidated Gross Borrowing);

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

         (iii)  the arrangement fees relating to the Existing Group Facility;

         "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;







                                       6
<PAGE>
         "Contribution"  means, in relation to a Bank, (i) the principal  amount
         of the Revolving  Credit  Advances and the Conversion  Advance owing to
         such Bank at any relevant time (or, if the context requires, the Dollar
         Amount of such Revolving  Credit  Advances and the Conversion  Advance)
         and (ii) the principal  amount paid by such Bank under the  indemnities
         contained  in clauses 6 and 7 for which it has not been  reimbursed  at
         any relevant time by the relevant Borrower;

         "Conversion Advance" has the meaning given to it in clause 4.7;

         "D" means Diamond Ad Ltd;

         "D Acquisition"  means the acquisition of D, a company  incorporated in
         the Republic of Korea;

         "D  Group"  means  D and  its  Subsidiaries  as at  the  date  of  this
         Agreement;

         "Dangerous  Substance" means any radioactive  emissions,  noise and any
         natural or  artificial  substance  (in whatever  form) the  generation,
         transportation,  storage,  treatment, use or disposal of which (whether
         alone or in combination  with any other substance) gives rise to a risk
         of causing  harm to man or any other  living  organism or damaging  the
         Environment or public health or welfare, including (without limitation)
         any controlled,  special,  hazardous,  toxic,  radioactive or dangerous
         waste;

         "Default" means any Event of Default or any event or circumstance which
         would,  upon the  giving of a notice by the Agent  and/or the expiry of
         the relevant  period and/or the  fulfilment of any other  condition (in
         each case as specified in clause 14.1), constitute an Event of Default;

         "Derivatives Contract" means a contract, agreement or transaction which
         is:

         i)     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

         ii)    any combination of such transactions,

         in each case, whether on-exchange or otherwise;

         "Dollar Amount" means (a) in relation to an Advance to be drawn down in
         Dollars,  or a Swingline  Advance,  the amount in Dollars so drawn down
         or, in  relation  to a  Swingline  Letter of Credit,  the amount of the
         Outstanding  L/C Liability of such  Swingline  Letter of Credit issued,
         and (b) in  relation  to an  Advance  to be drawn  down in an  Optional
         Currency,  the  amount in  Dollars  which was or would be  required  to
         purchase the principal amount of that Advance in the Optional  Currency
         and  in the  amount  specified  in  the  relevant  Drawdown  Notice  as
         determined  in  accordance  with clause 4.2, in each case as reduced by
         any repayment or prepayment under this Agreement;








                                       7
<PAGE>
         "Dollars"  and "$" mean the lawful  currency  of the  United  States of
         America and in respect of all payments to be made under this  Agreement
         in Dollars mean funds which are for same day settlement in the New York
         Clearing House  Interbank  Payments  System (or such other U.S.  dollar
         funds as may at the relevant  time be customary  for the  settlement of
         international banking transactions denominated in U.S. dollars);

         "Drawdown Date" means the date,  being a Banking Day falling within the
         Availability Period of the relevant Facility, on which an Advance is or
         is to be drawn down;

         "Drawdown  Notice" means a notice in the form or  substantially  in the
         form of part A of schedule 3, duly  completed  with  particulars of the
         relevant Advance;

         "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;

         "Environment"  means  all,  or any  of,  the  air  (including,  without
         limitation,  the air within  buildings and the air within other natural
         or  man-made  structures  above or  below  ground),  water  (including,
         without  limitation,  ground and  surface  water) and land  (including,
         without limitation, buildings, surface and sub-surface soil);

         "Environmental Claim" means any claim by any person:

         (a)    in respect of any loss or liability suffered or incurred by that
                person as a result of or in  connection  with any  violation  of
                Environmental Law; or

         (b)    that arises as a result of or in connection  with  Environmental
                Contamination  and that could give rise to any remedy or penalty
                (whether  interim or final)  that may be enforced or assessed by
                private  or  public  legal  action  or  administrative  order or
                proceedings;

         "Environmental  Contamination"  means each of the  following  and their
         consequences:

         (a)    any  release,  discharge,  emission,  leakage or spillage of any
                Dangerous Substance at or from any site owned,  occupied or used
                by any member of the Group into any part of the Environment; or

         (b)    any accident, fire, explosion or sudden event at any site owned,
                occupied or used by any member of the Group which is directly or
                indirectly caused by or attributable to any Dangerous Substance;
                or

         (c)    any  other  pollution  of the  Environment  at or from  any site
                owned, occupied or used by any member of the Group;

         "Environmental  Law"  means all laws  (including,  without  limitation,
         common law),  regulations,  directives,  codes of practice,  circulars,
         guidance  notices  and the like






                                       8
<PAGE>
         having legal effect  concerning  the  protection of human  health,  the
         Environment,  the  conditions  of the  work  place  or the  generation,
         transportation,  storage, treatment or disposal of Dangerous Substances
         and in the case of codes of practice,  circulars,  guidance notices and
         the like with which it is customary  for persons  carrying on a similar
         business to the Group to comply with;

         "Environmental   Licence"  means  any  authorisation  required  by  any
         Environmental Law;

         "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 of
         the United  States of America,  as amended  from time to time,  and the
         regulations promulgated and rulings issued thereunder;

         "ERISA  Affiliate" means any corporation or trade or business which for
         purposes of Title IV of ERISA is a member of the same controlled  group
         as any member of the Group,  or is under common control with any member
         of the Group,  within the meaning of Section  414(b) or (c) of the Code
         and the regulations promulgated and rulings issued thereunder;

         "ERISA Event" 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
         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,  which upon the  occurrence of any of
         the events described in paragraphs (i) to (iv) (inclusive)  above would
         reasonably be expected to result in a material  liability of any member
         of the Group or any ERISA Affiliate;

         "euro" means the single currency of Participating  Member States of the
         European Union;

         "Event of Default" means any of the events or  circumstances  described
         in clause 14.1;







9
<PAGE>
         "Existing Group Facilities"  means the loan facilities  governed by the
         Existing Group Facilities Agreement;

         "Existing  Group  Facilities  Agreement"  means  an  agreement  dated 8
         November  1999 (as  amended  from  time to time) and made  between  the
         Parent (1),  the  companies  identified  as such in part 1 of the first
         schedule  thereto as original  borrowers  (2), The Bank of New York and
         HSBC  Investment  Bank plc as arrangers  (3),  the banks and  financial
         institutions named in the second schedule  thereto(4),  HSBC Investment
         Bank plc as agent and  security  trustee  (5),  The Bank of New York as
         swingline bank (6) and HSBC Bank plc as overdraft bank (7);

         "Existing  Lighthouse  Facilities" means an agreement dated 8 July 1999
         (as  amended  from  time to time)  and  made  between  Lighthouse  (1),
         Lighthouse  Holdings (UK) Limited (2) and First Union  National Bank as
         administrative agent (3);

         "Expiry Date" means, in relation to a Swingline  Letter of Credit,  the
         date  expressed by the terms of such  Swingline  Letter of Credit to be
         the date upon which such Swingline Letter of Credit expires;

         "External Refinancing" means the borrowing or raising of Borrowed Money
         (including,  without  limitation,  any public or private  issue of debt
         securities)  by any member of the Group  with a view,  inter  alia,  to
         repaying and cancelling Facility B and/or the equivalent Existing Group
         Facility;

         "Facilities"  means Facility A, Facility B, the Swingline  Facility and
         the Overdraft Facility;

         "Facility A" means the revolving  credit facility  granted by the Banks
         in accordance with clause 2.1(a);

         "Facility  A  Advance"  means (i) each  borrowing  of a portion  of the
         Commitments  under Facility A by a Borrower or (ii) (as the context may
         require)  the  principal  amount of such  borrowing  for the time being
         outstanding;

         "Facility A Amount"  means  $225,000,000  reduced by (i) the  Swingline
         Minimum,  (ii) the Facility A Decrease,  (iii) the  Overdraft  Facility
         Amount, as further reduced by any relevant provision of this Agreement;

         "Facility A Availability Period" means the period from the date of this
         Agreement  and ending on 8 November  2004 or on such  earlier  date (if
         any) on which the Swingline  Facility,  the Overdraft  Facility and the
         Total  Commitments  in  respect of  Facility A are all  reduced to zero
         under or pursuant to this Agreement;

         "Facility  A  Decrease"  means  the  amount  by which  the total of all
         Swingline  Advances  outstanding  or to be  made  on a  particular  day
         together with the Outstanding L/C Liability in respect of all Swingline
         Letters  of Credit  outstanding  or to be issued  on a  particular  day
         exceeds the Swingline Minimum;







                                       10
<PAGE>
         "Facility B" means the revolving  credit facility  granted by the Banks
         in accordance with clause 2.1(b) with a conversion option;

         "Facility  B  Advance"  means (i) each  borrowing  of a portion  of the
         Commitments  under Facility B by a Borrower or (ii) (as the context may
         require)  the  principal  amount of such  borrowing  for the time being
         outstanding and, for the avoidance of doubt, includes the borrowing of,
         or the principal amount of, the Conversion Advance;

         "Facility  B Amount"  means  $175,000,000  as reduced  by any  relevant
         provision of this Agreement;

         "Facility B Availability Period" means the period from the date of this
         Agreement  and ending on 7 November  2000 or on such  earlier  date (if
         any) on which  the Total  Commitments  in  respect  of  Facility  B are
         reduced to zero under or pursuant to this Agreement;

         "Federal  Funds Rate" means,  in relation to a Swingline  Advance and a
         day in a Swingline  Term  relating  thereto or in relation to an unpaid
         sum in  respect  of a  Swingline  Advance  and a day on  which  any sum
         remains  outstanding,  the rate per annum equal to the weighted average
         of the rates on overnight  Federal funds  transactions  with members of
         the United  States  Federal  Reserve  System  arranged by Federal funds
         brokers,  as published for that day (or if such a day is not a New York
         Banking Day, for the immediately preceding New York Banking Day) by the
         Federal Reserve Bank of New York or, if such a rate is not so published
         for any day  which  is a New  York  Banking  Day,  the  average  of the
         quotations for that day for such transactions received by the Swingline
         Bank from three Federal funds brokers of recognised  standing  selected
         by the Swingline Bank in consultation with the Borrowers;

         "Finance  Lease" means a lease treated as a finance  lease  pursuant to
         applicable   accounting   standards  at  the  date  of  this  Agreement
         (including SSAP 21);

         "Finance  Parties"  means the Agent,  the  Arrangers,  the  Banks,  the
         Swingline Bank, the Overdraft Bank and the Security Trustee;

         "First Drawdown Date" means the Banking Day on which the first Advances
         are, or are to be, drawn down;

         "Fiscal  Half-Year"  means, in respect of each Fiscal Year, each of the
         periods (each  comprising six successive  months) ending on or about 30
         June and 31 December;

         "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;







                                       11
<PAGE>
         "Flotation" means the inclusion of any part of the share capital of any
         member of the Group other than the Parent in the  Official  List of the
         UK Listing  Authority or the grant of permission to deal in the same in
         the  Alternative  Investment  Market  or the  European  Association  of
         Dealers  Automated  Quotation  or on any  other  recognised  investment
         exchange (as that term is used in the  Financial  Services Act 1986) or
         in or on any other exchange or recognised  market  replacing any of the
         same or on any other exchange or recognised market in any country;

         "Funders" means the Banks, the Swingline Bank and the Overdraft Bank;

         "Group"  means the  Parent and its  Subsidiaries  from time to time and
         "member of the Group" means any one of them;

         "Group  Structure Book" means the book, in the agreed form,  which sets
         out the structure of the Group;

         "Guarantee"  means a guarantee  entered  into or to be entered  into in
         favour  of  the  Security  Trustee  in  the  agreed  form  or in a form
         acceptable to the Agent (acting  reasonably) (and "Guarantees" shall be
         construed accordingly);

         "Guarantors"  means the  Original  Guarantors  together  with any other
         member of the Group which has entered into a Guarantee;

         "Healthworld" means Healthworld Corporation;

         "Healthworld  Group" means  Healthworld and its  Subsidiaries as at the
         date of this Agreement;

         "Hedging  Strategy"  means the strategy for  interest  rate  protection
         arrangements  and foreign exchange  protection  arrangements set out in
         the Hedging Strategy Letter;

         "Hedging  Strategy Letter" means the agreed form letter from the Parent
         to the Agent relating to hedging;

         "Holding  Company" means,  in relation to a person,  an entity of which
         that person is a Subsidiary;

         "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   Memorandum"   means  each  version  of  the  Information
         Memorandum  to be  distributed  by the  Arrangers at the request of the
         Parent in connection with this Agreement;

         "Intellectual  Property Rights" means any patent,  trade mark,  service
         mark,  registered design,  trade name or copyright required to carry on
         the business of members of the Group;

         "Interest Payment Date" means the last day of an Interest Period;







                                       12
<PAGE>
         "Interest  Period" means each period for the calculation of interest in
         respect of the Conversion  Advance  ascertained in accordance with this
         Agreement;

         "L/C Application" means a request from the Swingline Borrower to open a
         Swingline  Letter  of  Credit,  such  notice  to  be  in  the  form  or
         substantially in the form of part B of schedule 3;

         "L/C  Exposure"  means,  in  respect  of any Bank and each  outstanding
         Swingline Letter of Credit at any time, the amount of the proportion of
         the  Outstanding  L/C Liability  under such Swingline  Letter of Credit
         which such Bank's Commitment bears to the Total Commitments;

         "L/C Issue Date" means the date, being a Banking Day falling within the
         Availability  Period,  when a Swingline Letter of Credit is or is to be
         issued;

         "LIBOR" means, in relation to a particular  period, the arithmetic mean
         (rounded upwards,  if necessary,  to five decimal places) of the London
         interbank  offered rates for deposits of the currency in question for a
         period equal to such period at or about 11 a.m. on the  Quotation  Date
         for such period as displayed  on page 3750 of the Telerate  Service (or
         such  other  page as may  replace  Telerate  Service  page 3750 for the
         purpose of displaying  London interbank  offered rates of leading banks
         for deposits of that  currency)  or, if on such date the offered  rates
         for the  relevant  period  of  fewer  than  two  leading  banks  are so
         displayed, as quoted to the Agent by each of the Reference Banks at the
         request of the Agent;

         "Lighthouse"   means   Lighthouse   Global   Network  Inc.,  a  company
         incorporated under the laws of the State of Delaware;

         "Lighthouse  Acquisition"  means  the  acquisition  by  the  Parent  of
         Lighthouse by means of a merger  involving a  share-for-share  exchange
         upon substantially the terms described in the Press Announcement;

         "Lighthouse  Information  Package"  means the KPMG report  dated 2 June
         2000 addressed to the Parent,  the Parent board papers  relating to the
         Lighthouse Acquisition delivered to the Arrangers by the Parent and any
         supplemental  papers delivered to the Arrangers by the Parent,  in each
         case, in the agreed form;

         "Majority  Banks" means, at any relevant time,  Banks (a) the aggregate
         of whose  Contributions in respect of Revolving Credit Advances and the
         Conversion  Advance  exceeds  66-2/3 per cent of the  Revolving  Credit
         Advances  and the  Conversion  Advance  or (b) (if  neither  Conversion
         Advance nor any Revolving  Credit Advances are  outstanding  under this
         Agreement) the aggregate of whose  Commitments  exceeds 66-2/3 per cent
         of the Total Commitments;

         "Margin" shall be calculated in accordance with clause 5.1;







                                       13
<PAGE>
         "Material  Adverse  Effect"  means a  material  adverse  effect  on the
         ability  of the  Obligors  (taken as a whole) or the  Parent to perform
         their or its  respective  obligations  under this  Agreement  or on the
         financial position of the Group taken as a whole;

         "Material Subsidiary" means:

         (a)    any Subsidiary of the Parent whose aggregate  annual revenues or
                attributable annual revenues are in excess of an amount equal to
                5 per cent. of the  consolidated  revenues of the Group, in each
                case as shown by the most recent audited financial statements of
                such Subsidiary and the Group (respectively); and

         (b)    for the  purposes  of clauses 11 and 14 (and in  addition to the
                Subsidiaries  of  the  Parent  referred  to  in  paragraph  (a))
                Headcount Field Marketing Limited and,  following the Lighthouse
                Acquisition, the companies listed in part D of schedule 1;

         "Media Services  Agreement"  means a media services  agreement dated 11
         December, 1997 between the Parent (1) and Zenith (2);

         "month" or "months" means a period  beginning in one calendar month and
         ending in the  relevant  later  calendar  month on the day  numerically
         corresponding  to the day of the  calendar  month in which it  started,
         provided  that (i) if the period  started on the last  Banking Day in a
         calendar month or if there is no such numerically corresponding day, it
         shall end on the last Banking Day in such later calendar month and (ii)
         if such numerically  corresponding day is not a Banking Day, the period
         shall end on the next  following  Banking  Day in such  later  calendar
         month but if there is no such Banking Day it shall end on the preceding
         Banking Day and "monthly" shall be construed accordingly;

         "M.O.U." means the Memorandum of Understanding between Hyundai Merchant
         Marine Co. Limited and Mr. Mong Hun Chang,  as sellers,  and the Parent
         relating to the D Acquisition;

         "Multiemployer  Plan"  shall  have  the  meaning  set  out  in  section
         4001(a)(3) of ERISA;

         "National  Currency Unit" means, in relation to a Participating  Member
         State, the national currency unit of that Participating Member State;

         "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
         (as  determined  by the Agent) 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;

         "New York Banking  Day" means a day (other than  Saturday or Sunday) on
         which banks are open for business in New York City;







                                       14
<PAGE>
         "No Consent Notice" means:

         (a)    a copy,  certified as a true, complete and up-to-date copy by an
                Authorised  Officer of the  Parent,  of a letter  from the agent
                under  the  Existing  Group  Facilities  Agreement,  in form and
                substance  satisfactory  to  the  Agent,   confirming  that  the
                necessary consents under the Existing Group Facilities Agreement
                to permit the Lighthouse  Acquisition and the entry into of this
                Agreement and the Security Documents (and the Borrowed Money and
                guarantees to be incurred or granted  thereunder)  have not been
                granted; together with

         (b)    a  certificate   from  an  Authorised   Officer  of  the  Parent
                confirming that the Existing Group Facilities will be repaid and
                cancelled in full (and not part only) on the First Drawdown Date
                and  attaching  a  copy,  certified  as  a  true,  complete  and
                up-to-date  copy by an  Authorised  Officer of the Parent,  of a
                notice  from the Parent to the agent  under the  Existing  Group
                Facilities  Agreement  of the  Group's  intention  to repay  the
                Existing  Group  Facilities on the First  Drawdown Date together
                with notice of cancellation of the Existing Group  Facilities on
                the First Drawdown Date;

         "Obligors"  means the Borrowers and the Guarantors and "Obligor"  means
         any one of them;

         "Optional  Currency" means any currency,  other than Dollars,  which is
         freely  transferable,  freely  convertible into Dollars and dealt in on
         the London Interbank Market or the London foreign exchange market;

         "Original  Accounting  Principles"  means those accounting  principles,
         standards  and  practices  which  were used in the  preparation  of the
         accounts of the Parent for the  financial  year ended 31 December  1998
         and, to the extent  that they do not  conflict  with those  principles,
         standards and practices,  such other accounting  principles,  standards
         and practices as were generally acceptable in the United Kingdom on the
         date of such accounts;

         "Original  Borrowers" means those companies listed as such in part A of
         schedule 1;

         "Original Guarantors" means those companies listed as such in part B of
         schedule 1;

         "Original Overdraft  Borrowers" means those companies listed as such in
         part C of schedule 1;

         "Outstanding L/C Liability" means, in relation to a Swingline Letter of
         Credit issued or to be issued at any time, the maximum aggregate amount
         of the liability of the Swingline Bank under such  Swingline  Letter of
         Credit at such time;

         "Overdraft Bank" means HSBC Bank plc of 27-32 Poultry,  London EC2P 2BX
         and its successors in title;







                                       15
<PAGE>
         "Overdraft  Borrower Accession  Agreement" means an accession agreement
         in the form of part B of schedule 8;

         "Overdraft  Borrowers" means the Original  Overdraft  Borrowers and the
         Additional Overdraft Borrowers;

         "Overdraft  Facility" means an overdraft   facility of up to L6,000,000
         made  available  to the   Overdraft  Borrowers  by the  Overdraft  Bank
         pursuant to clause 2.1(d);

         "Overdraft  Facility  Amount" means, at any time, the Dollar equivalent
         of L6,000,000 as reduced by any relevant provision of this Agreement;

         "Parent"  means  Cordiant  Communications  Group  plc  (Company  number
         1320869),  whose registered  office is at 121-141  Westbourne  Terrace,
         London W2 6JR;

         "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  or any entity
         succeeding to all or any of its functions under ERISA;

         "PBIT"  means,  in  respect  of a period,  the  consolidated  profit on
         ordinary  activities of the Group for that period  before  interest and
         taxes (including (to the extent not already included and so long as the
         Parent holds 50 per cent.  of the equity share  capital of Zenith) that
         portion of the profit on ordinary  activities before interest and taxes
         of Zenith which is attributable to the Parent's  shareholding in Zenith
         but excluding  profits or losses on disposals of Restricted  Assets) as
         shown in the audited  consolidated  profit and loss account provided to
         the  Agent  under  clause  12.1(e)  (or,  as the  case  may be,  in the
         unaudited  consolidated  financial  statements for the relevant  Fiscal
         Half-Year provided to the Agent under clause 12.1(e)), provided however
         that new provisions in respect of surplus property shall be excluded;

         "Permitted  Acquisitions"  means those acquisitions set out in schedule
         12;

         "Permitted Encumbrances" means:

         (a)    any Encumbrance  created pursuant to the terms of this Agreement
                and/or the Security Documents;

         (b)    any right of set-off arising by operation of law in the ordinary
                course of trading;

         (c)    any  Encumbrance  created in favour of a bank in connection with
                any bona fide cash management  and/or netting  arrangements  for
                the Group;

         (d)    any lien arising with respect to Taxes of the Group;

         (e)    any Encumbrance  which the Agent (acting on the  instructions of
                the Majority Banks) has at any time in writing agreed shall be a
                Permitted Encumbrance;







                                       16
<PAGE>
         (f)    the  Encumbrances  listed in schedule 7 securing  the amount set
                opposite  the  relevant  Encumbrance  in schedule 7, but not any
                increase in such amount;

         (g)    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;

         (h)    until repayment of the Existing Group  Facilities,  any right of
                set-off in relation to the Existing Facilities;

         (i)    any  Encumbrance  granted  by one member of the Group to another
                other than by an  Obligor to a member of the Group  which is not
                an Obligor;

         (j)    (other than  Encumbrances over shares in or assets of Lighthouse
                and  its  Subsidiaries   which  are  acquired  pursuant  to  the
                Lighthouse Acquisition) any Encumbrance on assets acquired after
                the date of this  Agreement  or on  assets  of a  company  which
                becomes a  Subsidiary  after the date of this  Agreement  (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 6 months of the date of the relevant  acquisition or
                such company becoming a Subsidiary;

         (k)    any Encumbrance (a "New  Encumbrance")  created by any member of
                the Group in  substitution  for any  Encumbrance  referred to in
                paragraph  (f) above (an "Existing  Encumbrance")  provided that
                (i) such Existing Encumbrance is irrevocably and unconditionally
                discharged  no  later  than  the  time  of  creation  of the New
                Encumbrance,  (ii) the New Encumbrance  relates only to the same
                assets as the Existing  Encumbrance  and (iii) the  Indebtedness
                secured by the New Encumbrance  does not exceed the Indebtedness
                secured by the Existing Encumbrance;

         (l)    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
                L500,000;

                     the trust  established in accordance  with the terms of the
                letters dated 21st August 1997 to  beneficiaries  of the support
                agreement dated 1st October 1987 and made between the Parent (1)
                and Ted Bates Worldwide Inc. (2);

         (n)    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;







                                       17
<PAGE>
         (o)    any  Encumbrance  constituted by a Finance Lease permitted under
                clause 12.2(b);

         (p)    any pledge of  documents 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;

         (q)    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;

         (r)    Encumbrances  existing as at the date of this Agreement provided
                by  the  Healthworld  Group  securing  in  aggregate  a  maximum
                of L7,500,000;

         (s)    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;

         (t)    any Encumbrance on the assets of Lighthouse and its Subsidiaries
                which  are  acquired  pursuant  to  the  Lighthouse  Acquisition
                provided  that the  Indebtedness  secured  thereby is repaid and
                cancelled in full on the First Drawdown Date (or, if clause 4.11
                applies,  upon completion of the Lighthouse  Acquisition) and no
                further such  Indebtedness is incurred and such Encumbrances are
                discharged  in full  within  90 days  of the  completion  of the
                Lighthouse Acquisition; and

         (u)    any Encumbrance not otherwise  permitted  pursuant to paragraphs
                (a)  to (t)  above  (inclusive)  and  securing  Indebtedness  in
                aggregate not exceeding L3,000,000;

         "Permitted Guarantees" means:

         (a)    any guarantee which the Agent (acting on the instructions of the
                Majority  Banks)  has at any time in writing  agreed  shall be a
                Permitted Guarantee;

         (b)    any guarantee  given by a member of the Group of the obligations
                of another member of the Group;

         (c)    any  guarantee  given  by any  member  of the  Group  listed  in
                schedule 9  guaranteeing  the amount set  opposite  the relevant
                guarantee in schedule 9, but not any increase in such amount;

         (d)    until repayment of the Existing Group Facilities,  any guarantee
                given by any member of the Group in connection with the Existing
                Group Facilities;

         (e)    any  guarantee  given by a company  which  becomes a  Subsidiary
                after  the  date  of  this  Agreement  (which  guarantee  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  6 months  of the  relevant
                company becoming a Subsidiary;







                                       18
<PAGE>
         (f)    any  guarantee  given by a  company  in the Group in favour of a
                bank in  connection  with any bona fide cash  management  and/or
                netting arrangements for the Group;

         (g)    any guarantee  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;

         (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;

         (j)    the indemnity given by the Parent to Saatchi & Saatchi  Holdings
                Limited in clause 6.2 of the Zenith  Shareholders'  Agreement in
                its original form;

         (k)    the  indemnities  given by the  Parent  to  Zenith  pursuant  to
                clauses  4.2.4 and 5.8 of the Media  Services  Agreement  in its
                original form;

         (l)    the indemnity  given to the  representatives  of the banks under
                the Existing Group Facilities; and

         (m)    the Zenith Guarantee;

         "Permitted  Restricted Asset Disposal" means a disposal of a Restricted
         Asset which is permitted pursuant to clause 12.2(d)(i);

         "Plan"  means an employee  pension  benefit  plan as defined in section
         3(2) of ERISA  established  or maintained by any member of the Group or
         any ERISA  Affiliate  and which is covered  by Title IV of ERISA  other
         than a Multiemployer Plan;

         "Press  Announcement"  means a press  announcement  in the agreed  form
         relating to the Lighthouse Acquisition;

         "Property Payments" means the aggregate amount of (i) the payments made
         by a 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 to the extent  that such  amount is not  included  in
         PBIT;

         "Qualifying Bank" means:







                                       19
<PAGE>
         (a)    a person to which payments shall be payable under this Agreement
                by a Borrower  which is resident  in the United  Kingdom for the
                purposes  of  taxation  at the date such  payment  shall be due,
                being:

                (i)    a "bank"  within the  meaning of section  840A Income and
                       Corporation Taxes Act 1988;

                (ii)   which is beneficially entitled to any interest payable to
                       it under this Agreement; and

                (iii)  which is within the charge to corporation tax as respects
                       such interest;

                but so that if either section 840A or section  349(3)(a) of such
                Act is amended or repealed,  this paragraph (a) shall be amended
                in such manner as the Agent, after consultation with the Parent,
                shall  reasonably  determine  in order  to  include  within  the
                definition of "Qualifying Bank" under this paragraph (a) persons
                whose  circumstances  correspond  (as far as  appropriate in the
                light of the changed provisions) to those of a "Qualifying Bank"
                as defined in this  paragraph  (a) and which are in  consequence
                able to receive  interest  payable to them under this  Agreement
                without deduction of or on account of United Kingdom tax; or

         (b)    a  person,  to  which  payments  shall  be  payable  under  this
                Agreement  by a  Borrower  which is not  resident  in the United
                Kingdom for the  purposes of taxation at the date such  payments
                shall be due and which,  by virtue of the  provisions of section
                118G of the Income and  Corporation  Taxes Act 1988, and subject
                only to the making of a  declaration  by that  person or by such
                Borrower  under  paragraph  4 of  the  Income  Tax  (Paying  and
                Collecting   Agents)   Regulations  1996  without  the  Borrower
                incurring any  additional  expense or suffering any  significant
                additional  administrative  burden,  is  eligible  to have  such
                payments  made to it without any  withholding  or  deduction  in
                respect of United Kingdom Taxes, being either:

                (i)    a person which,  under  section  118G(4)(a) of the Income
                       and Corporation Taxes Act 1988, is:

                       (A)    beneficially  entitled  to  any  relevant  payment
                              payable  to it  by  such  a  Borrower  under  this
                              Agreement; and

                       (B)    at the date such relevant payment is paid to it is
                              not   resident  in  the  United   Kingdom  and  is
                              beneficially  entitled to an  interest  under this
                              Agreement   which  entitles  it  to  receive  such
                              payment; or

                (ii)   a person which,  under  section  118G(4)(b) of the Income
                       and Corporation Taxes Act 1988, is:







                                       20
<PAGE>
                       (A)    a "bank" within the meaning of section 840A Income
                              and Corporation Taxes Act 1988;

                       (B)    which is  beneficially  entitled  to any  interest
                              payable  to it  by  such  a  Borrower  under  this
                              Agreement; and

                       (C)    which at the date such  interest  is paid to it is
                              resident in the United Kingdom and is beneficially
                              entitled to an interest under this Agreement which
                              entitles it to receive such interest

                       but so that,  if section  118(G)(4)(a)  of the Income and
                       Corporation  Taxes  Act  1988 in the  case  of  paragraph
                       (b)(i)  above  or  if  either  section  840A  or  section
                       118G(4)(b)  of such Act in the case of paragraph  (b)(ii)
                       above is amended or  repealed,  paragraph  (b)(i)  and/or
                       (b)(ii) above, as  appropriate,  shall be amended in such
                       manner as the Agent,  after consultation with the Parent,
                       shall  reasonably  determine  to be necessary in order to
                       define  a  person   whose   circumstances   most  closely
                       correspond  to  a  person  as  defined  in  the  relevant
                       paragraph; or

         (c)    in the event that the Parent and the Agent  (acting  reasonably)
                agree that interest  paid under this  Agreement by a UK Borrower
                to a Bank which is not a Qualifying  Bank by virtue of paragraph
                (a) of the  definition of  Qualifying  Bank, is not treated as a
                distribution  for UK Tax  purposes,  a  person,  being a bank or
                financial   institution  (whether  incorporated  in  the  United
                Kingdom or elsewhere),  which,  by virtue of the provisions of a
                double  taxation  agreement  between the United  Kingdom and the
                country of residence of that person is,  subject only to a prior
                direction  given to a Borrower  which is  resident in the United
                Kingdom by the United  Kingdom  Inland  Revenue  pursuant  to an
                application by that person  without such Borrower  incurring any
                additional  expense  or  suffering  any  significant  additional
                administrative  burden,  eligible to have payments made to it by
                such Borrower  under this Agreement (i) without any deduction or
                withholding  in  respect  of  Taxes,  or (ii)  (in the case of a
                Substitute)  subject to a withholding or deduction in respect of
                Taxes to an extent no  greater  than that  which  applied to the
                Bank from which such Substitute  acquired its Commitment  and/or
                Contribution;

         (d)    a person to which payments shall be payable under this Agreement
                by a US Borrower, being a bank or financial institution which:

                i)     is  created  or  organised  under the laws of the  United
                       States of America or of any state thereof or the District
                       of Columbia and, if such bank or financial institution is
                       not a  corporation,  has  delivered to the Agent and each
                       relevant  US  Borrower  within  30 days  from the date on
                       which it becomes a party to this Agreement,  two accurate
                       and complete  original copies of Internal Revenue Service
                       Form W-9 (or any applicable successor or additional form)
                       duly  executed,  to establish that such bank or financial
                       institution is entitled to receive  payment of principal,







                                       21
<PAGE>
                       interest, fees or other amounts under this Agreement free
                       of backup withholding; or

                ii)    is not created or organised  under the laws of the United
                       States of America or any state thereof or the District of
                       Columbia and has delivered to the Agent and each relevant
                       US  Borrower  within  30 days  from  the date on which it
                       becomes  a party  to this  Agreement,  two  accurate  and
                       complete original copies of Internal Revenue Service Form
                       W-8BEN  (with  respect to a complete  exemption  under an
                       income tax treaty) or W-8EC1, or any applicable successor
                       or  additional  forms,  duly  executed  by  such  bank or
                       financial   institution,    together   with   any   other
                       certificate or statement of exemption  required under the
                       Code  or  the   regulations  or   pronouncements   issued
                       thereunder  to  establish  that  such  bank or  financial
                       institution is entitled to receive  payment of principal,
                       interest,  fees or other  amounts  under  this  Agreement
                       without any deduction or  withholding of United States of
                       America federal income tax;

         "Quarter Days" means 31 March, 30 June, 30 September and 31 December in
         any year;

         "Quarterly Management Accounts" means the quarterly management accounts
         of the Group to be delivered to the Agent pursuant to clause 12.1(f) in
         the agreed form;

         "Quotation  Date" means,  in relation to a Revolving  Credit  Term,  an
         Interest  Period or other  period for which LIBOR is to be  determined,
         the date on which  quotations  are  provided  by  leading  banks in the
         London  Interbank  Market for  deposits in the  relevant  currency  for
         delivery  on the  first day of that  Revolving  Credit  Term,  Interest
         Period, or other period;

         "Reference  Banks" means the principal  London offices of HSBC Bank plc
         and The  Bank of New York  and/or  any  other  Bank  appointed  as such
         pursuant to clause 19.15 and their respective successors in title;

         "Regulation  D Costs"  means,  in relation to its  participation  in an
         Advance made to a US Borrower (or deposits maintained by a Bank to fund
         that participation),  the amount (if any) certified by a Bank to be the
         cost to it of complying with  Regulation D of the Board of Governors of
         the Federal  Reserve  System,  or any successor (or any similar reserve
         requirements in respect of its participation or those deposits);

         "Relevant  Acceleration  Notice"  means  a copy,  certified  as a true,
         complete and up-to-date copy by an Authorised Officer of the Parent, of
         a notice from the agent under the Existing Group  Facilities  Agreement
         to the Parent  demanding  repayment of the Existing Group Facilities in
         full as a result of the Obligors'  entry into of this Agreement and the
         Security Documents;

                                       22
<PAGE>

         "Repayment  Date"  means,  subject to clause  10.3,  in relation to the
         Conversion  Advance,  the date on which it is  scheduled  to be  repaid
         under this Agreement and in relation to any other Advance, the last day
         of its Term;

         "Restricted  Assets"  means the shares in any  Subsidiary or a material
         part of the business of any Subsidiary or any interest in Zenith or any
         interest in freehold  or  leasehold  property  (and all  buildings  and
         fixtures thereon);

         "Revolving  Credit  Advance"  means a Facility A Advance or  Facility B
         Advance (other than the Conversion Advance);

         "Revolving Credit Facilities" means Facility A and Facility B;

         "Revolving  Credit  Term"  means,  in relation  to a  Revolving  Credit
         Advance,  the period for which that Revolving  Credit Advance is, or is
         to be, borrowed, as specified in the Drawdown Notice for such Revolving
         Credit Advance;

         "Security Documents" means the Guarantees,  the Security Trust Deed and
         all other  documents  from time to time  entered  into in favour of the
         Agent,  the Security  Trustee and/or the Funders by way of guarantee or
         other  assurance  of and/or  security  for  amounts  owed to any of the
         Beneficiaries (as defined in the Security Trust Deed);

         "Security  Trust Deed"  means a security  trust deed in the agreed form
         and made or to be made between the Parent (1),  the Original  Borrowers
         and the Original  Overdraft  Borrowers  (2), the  Guarantors as set out
         therein (3), the Arrangers  (4), the Banks (5), the Swingline Bank (6),
         the Overdraft Bank (7), the Agent (8) and the Security Trustee (9);

         "Security Trustee" means HSBC Investment Bank plc and its successors in
         title in its  capacity  as  security  trustee  for the  purposes of the
         Guarantees  or such other person as is  appointed  as security  trustee
         pursuant to the Security Trust Deed;

         "Settlement  Amount" means the amount  payable by the Swingline Bank to
         the beneficiary under a Swingline Letter of Credit;

         "Settlement  Date"  means  the  date  on  which  payment  is due to the
         beneficiary in respect of a Swingline Letter of Credit;

         "Sterling" and "Pounds  Sterling" mean the lawful currency for the time
         being of the United  Kingdom and in respect of all  payments to be made
         under this  Agreement in Sterling mean  immediately  available,  freely
         transferable cleared funds;

         "Subsidiary"  of a person  means  any  company  or entity  directly  or
         indirectly controlled by such person, for which purpose "control" means
         either  ownership of more than 50 per cent of the voting share  capital
         (or  equivalent  right of  ownership)  of such company or entity or the
         right to control its  policies  and  management  whether by contract or
         otherwise and for the purposes of clauses 11.1(i), 12.1 and 13.1 only a
         subsidiary  undertaking  within  the  meaning  of  section  258  of the
         Companies Act 1985;







                                       23
<PAGE>
         "Substitute" has the meaning given to it in clause 18.3;

         "Substitution  Certificate"  means a certificate  substantially  in the
         terms of schedule 6;

         "Swingline  Advance"  means  (i) each  borrowing  of a  portion  of the
         Commitments under the Swingline  Facility by the Swingline  Borrower or
         (ii)  (as  the  context  may  require)  the  principal  amount  of such
         borrowing for the time being outstanding;

         "Swingline Bank" means The Bank of New York and its successors in title
         c/o BNY Capital Markets Inc., One Wall Street - 18 North,  New York, NY
         10286;

         "Swingline Borrower" means Bates US Holdings Inc.;

         "Swingline  Facility" means a swingline facility (including a letter of
         credit  facility) of up to $18,000,000  made available to the Swingline
         Borrower by the Swingline Bank pursuant to clause 2.1(c);

         "Swingline  Facility  Amount"  means  $18,000,000  as  reduced  by  any
         relevant provision of this Agreement;

         "Swingline   Letter  of  Credit"  means  a  standby  letter  of  credit
         denominated  in  Dollars  and  issued  in a  form  agreed  between  the
         Swingline Borrower and the Swingline Bank pursuant to clause 6.6;

         "Swingline  Letter  of  Credit  Commission"  means  the rate per  annum
         calculated in accordance with clause 6.9;

         "Swingline  Letter of  Credit  Facility  Amount"  means  $4,000,000  as
         reduced by any relevant provision of this Agreement;

         "Swingline Minimum" means $5,000,000 as reduced by any relevant term of
         this Agreement;

         "Swingline  Term"  means,  in relation to any  Swingline  Advance,  the
         period for which that Swingline  Advance is, or is to be, borrowed,  as
         specified in the Drawdown Notice for such Swingline Advance;

         "TARGET  Day"  means  a  day  on  which  the  Trans-European  Automated
         Real-time  Gross   Settlement   Express  Transfer  system  (TARGET)  is
         operating;

         "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  and  "Taxation"   shall  be  construed
         accordingly;

         "Term"  means a  Revolving  Credit  Term or a  Swingline  Term,  as the
         context requires;

         "Termination  Date" means, in relation to a Revolving  Credit Facility,
         the last day of the  Availability  Period  relating  to that  Revolving
         Credit Facility;







                                       24
<PAGE>
         "Total  Commitments"  means in respect of a Facility or (as the context
         requires)  the  Facilities  at  any  relevant  time  the  total  of the
         Commitments  of all the Banks in respect of such Facility or Facilities
         at such time;

         "Trade Sale" means a sale or other disposal of all or substantially all
         of the assets and  undertakings of a member of the Group to a person or
         persons who is/are not a member of the Group;

         "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 Borrower" means a Borrower which is a company which is resident for
         Taxation purposes in the United Kingdom;

         "UK Listing  Authority" means the Financial  Services  Authority in its
         capacity as the competent  authority for the purposes of Part IV of the
         Financial Services Act 1986;

         "Unanimous  Consent  Notice"  means a letter from the  Arrangers to the
         Parent and the Agent  confirming  that each lender  under the  Existing
         Group Facilities  Agreement has agreed to participate in the Facilities
         together with original Substitution  Certificates duly executed by each
         such lender pursuant to which each such lender has a Commitment that is
         at least as large as such lender's  commitment under the Existing Group
         Facilities Agreement as at the date of such letter from the Arrangers;

         "US Borrower" means a Borrower incorporated or organised under the laws
         of any of the United States of America or the District of Columbia;

         "Utilisation"  means (i) each borrowing under the Overdraft Facility by
         the  Overdraft  Borrowers  or (ii) (as the  context  may  require)  the
         principal amount of all such borrowings for the time being outstanding;

         "Zenith" means Zenith Media Holdings Limited (registered no. 3423055);

         "Zenith Group" means Zenith and its Subsidiaries from time to time;

         "Zenith  Guarantee"   means the  guarantee  given by the Parent to HSBC
         Investment Bank plc as  Security  Trustee in respect of the L21,500,000
         facility  agreement   dated 30 September  1997 and made between  (inter
         alios) Zenith Media   Holdings  Limited,  HSBC  Investment  Bank plc as
         agent and security trustee and the banks referred to therein; and

         "Zenith  Shareholders'  Agreement"  means the  shareholders'  agreement
         dated 11 December  1997 made between the Parent (1),  Saatchi & Saatchi
         Holdings  Limited  (2),  Saatchi  (3) and Zenith (4),  entered  into in
         relation to Zenith.







                                       25
<PAGE>
1.3      Headings

         Clause  headings and the table of contents are inserted for convenience
         of reference  only and shall be ignored in the  interpretation  of this
         Agreement.

1.4      Construction of certain terms

         In this Agreement, unless the context otherwise requires:

         (a)    references  to clauses  and  schedules  are to be  construed  as
                references to the clauses of, and  schedules to, this  Agreement
                and references to this Agreement include its schedules;

         (b)    references to (or to any specified  provision of) this Agreement
                or any other  document  shall be construed as references to this
                Agreement,  that  provision or that document as in force for the
                time being and as from time to time amended in  accordance  with
                its terms,  or, as the case may be,  with the  agreement  of the
                relevant  parties  and (where  such  consent is, by the terms of
                this Agreement or the relevant document, required to be obtained
                as a condition  to such  amendment  being  permitted)  the prior
                written consent of the relevant parties;

         (c)    reference  to a document  or other  papers "in the agreed  form"
                means  in  the  form  of  such  document  initialled  by  way of
                identification  by the  Agent  and  the  Parent  or in the  form
                included in a Schedule to this Agreement;

         (d)    references  to a  "regulation"  include  any  present  or future
                regulation, rule, directive,  requirement,  request or guideline
                (whether  or not  having  the  force  of law  and to the  extent
                applicable to any Bank, with which banks customarily  comply) of
                any agency, authority,  central bank or government department or
                any   self-regulatory   or  other  national  or   supra-national
                authority;

         (e)    words  importing  the plural shall include the singular and vice
                versa;

         (f)    references to a time of day are to London time;

         (g)    references  to  a  "person"  shall  be  construed  as  including
                references  to  an  individual,   firm,  company,   corporation,
                unincorporated  body  of  persons  or  any  State  or any of its
                agencies;

         (h)    references  to  "assets"  include  all or part of any  business,
                undertaking,  real property, personal property, uncalled capital
                and any rights (whether actual or contingent, present or future)
                to receive, or require delivery of, any of the foregoing;

         (i)    references to a "guarantee"  include  references to an indemnity
                (in the  nature  of a  guarantee)  or  other  assurance  against
                financial loss (including,  without limitation, an obligation to
                purchase  assets or services) in each case as a consequence of a
                default  by  any  other  person  to  pay  any  Indebtedness  and
                "guaranteed" shall be construed accordingly;







                                       26
<PAGE>
         (j)    references  to the  "equivalent"  of an  amount  specified  in a
                particular  currency (the "specified  currency amount") shall be
                construed  as a  reference  to the amount of the other  relevant
                currency  which can be  purchased  with the  specified  currency
                amount in the  London  foreign  exchange  market at or about the
                relevant  time on the day on which the  calculation  falls to be
                made,  for delivery on the relevant  day, as  determined  by the
                Agent; and

         (k)    references  to  any   enactment   shall  be  deemed  to  include
                references to such enactment as re-enacted, amended or extended.

1.5      Majority Banks

         Where  this  Agreement  provides  for any  matter to be  determined  by
         reference to the opinion of the Majority  Banks or to be subject to the
         consent or request of the Majority  Banks or for any action to be taken
         on the  instructions  of the Majority  Banks,  such  opinion,  consent,
         request or  instructions  shall (as between the Banks) only be regarded
         as having been validly given or issued by the Majority Banks if all the
         Banks  shall  have  received  prior  notice of the matter on which such
         opinion,  consent,  request or instructions are required to be obtained
         and the  relevant  majority  of Banks  shall have given or issued  such
         opinion,  consent, request or instructions but so that (as between each
         Borrower and the Banks) each Borrower  shall be entitled (and bound) to
         assume that such notice shall have been duly  received by each Bank and
         that the  relevant  majority  shall have been  obtained  to  constitute
         Majority Banks whether or not this is in fact the case.

1.6      Agent's opinion

         (a)    Where  this  Agreement  provides  for  the  Agent's  opinion  to
                determine  whether any matter would or is  reasonably  likely to
                have a Material Adverse Effect or a material adverse effect,  as
                the case may be,  the  Agent  shall act in  accordance  with the
                instructions of the Majority Banks in making such determination.

         (b)    The  Borrowers  shall  be  entitled  to  assume  that  any  such
                determination  by the Agent has been made in accordance with the
                provisions of clause 1.6(a).

2        The Facilities

2.1      Amount

         Upon and subject to the terms of this Agreement and in reliance on each
         of the  representations  and  warranties in clause 11, for the purposes
         set out in clause 1.1:

         (a)    the Banks agree to lend to the Borrowers the principal sum of up
                to  the  Facility  A  Amount  or  its   equivalent  in  Optional
                Currencies;

         (b)    the Banks agree to lend to the Borrowers the principal sum of up
                to  the  Facility  B  Amount  or  its   equivalent  in  Optional
                Currencies;







                                       27
<PAGE>
         (c)    the  Swingline  Bank  agrees  to lend to,  and  issue  Swingline
                Letters of Credit at the request of, the  Swingline  Borrower in
                the  principal  sum  of  up  to  $18,000,000   (subject  to  the
                restriction,  in the case of Swingline Letters of Credit, of the
                Swingline Letter of Credit Facility Amount); and

         (d)    the  Overdraft  Bank agrees to make  available to the  Overdraft
                Borrowers the principal sum of up to L6,000,000.

         The obligation of each Bank under this Agreement shall be to contribute
         that  proportion of each  Revolving  Credit  Advance (or the Conversion
         Advance)  which,  as at the  Drawdown  Date  of such  Revolving  Credit
         Advance (or the Conversion  Advance),  its Commitment in respect of the
         relevant  Revolving  Credit Facility bears to the Total  Commitments in
         respect of the relevant  Revolving  Credit Facility and, in the case of
         the  Swingline  Facility  and the  Overdraft  Facility,  to assume  its
         obligations under clause 6 and clause 7 respectively.

2.2      Obligations several

         The  obligations  of each Bank under this  Agreement  are several;  the
         failure of any Bank to perform such  obligations  shall not relieve any
         Finance Party or any Borrower of any of their respective obligations or
         liabilities  under this  Agreement  nor shall the Agent,  the  Security
         Trustee,  the Swingline  Bank,  the  Overdraft  Bank or any Arranger be
         responsible  for  the  obligations  of any  Bank  (except  for  its own
         obligations,  if any, as a Bank) nor shall any Bank be responsible  for
         the obligations of any other Bank under this Agreement.

2.3      Interests several

         Without  prejudice to the provisions of this  Agreement  relating to or
         requiring  action by the Majority  Banks,  the interests of the Finance
         Parties are several  and the amount due to the Agent,  to the  Security
         Trustee (for its own account),  to the Swingline Bank, to the Overdraft
         Bank, to each  Arranger and to each Bank is a separate and  independent
         debt.  Each  Finance  Party shall have the right to protect and enforce
         its rights  arising out of this  Agreement  (but subject  always to the
         terms of this  Agreement)  and it shall not be necessary  for any other
         Finance  Party to be joined as an additional  party in any  proceedings
         for this purpose.

2.4      Maximum outstandings

         The  aggregate  of the  Dollar  Amount  of  all  Facility  A  Advances,
         Swingline Advances,  Swingline Letters of Credit and Utilisations shall
         at no time exceed the Total  Commitments  in respect of Facility A. The
         aggregate of the Dollar  Amount of all Facility B Advances  shall at no
         time exceed the Total  Commitments in respect of Facility B (save where
         the Conversion Advance has been drawn).







                                       28
<PAGE>
3        Conditions

3.1      Documents and evidence required

         (a)    The obligation of each Bank to make its  Commitments  available,
                for the Swingline Bank to make available the Swingline  Facility
                or for  the  Overdraft  Bank  to make  available  the  Overdraft
                Facility  shall be subject to the condition  that the Agent,  or
                its duly  authorised  representative,  shall have received,  not
                later than two Banking Days before the day on which the Drawdown
                Notice or L/C  Application  in respect  of the first  Advance or
                Swingline  Letter of  Credit  is given or, if the first  drawing
                under  the  Facilities  is a  Utilisation,  not  later  than two
                Banking Days before the first  Utilisation,  the  documents  and
                evidence specified in part A of schedule 4 in form and substance
                satisfactory to it.

         (b)    In addition to clause  3.1(a),  the  obligation  of each Bank to
                make its  Commitments  available (and the Swingline Bank to make
                available the Swingline  Facility and for the Overdraft  Bank to
                make  available  the  Overdraft  Facility)  for the  purposes of
                refinancing the Existing  Lighthouse  Facilities or to pay costs
                and  expenses   incurred  in  connection   with  the  Lighthouse
                Acquisition  shall be subject to the further  condition that the
                Agent,  or  its  duly  authorised  representative,   shall  have
                received not later than two Banking Days before the day on which
                the  Drawdown  Notice is given in respect  of the first  Advance
                which is to be used  for any such  purpose,  the  documents  and
                evidence specified in part B of schedule 4 in form and substance
                satisfactory to it.  Notwithstanding any other provision of this
                Agreement,  until  such  time as the  condition  in this  clause
                3.1(b) has been satisfied, the aggregate of the Dollar Amount of
                all Facility A Advances,  Swingline Advances,  Swingline Letters
                of Credit and Utilisations shall at no time exceed  $125,000,000
                and  the  aggregate  of the  Dollar  Amount  of all  Facility  B
                Advances shall at no time exceed $125,000,000.

3.2      General conditions precedent

         The  obligation  of each  Bank to  contribute  to any  Advance,  of the
         Swingline  Bank to make  available any  Swingline  Advance or Swingline
         Letter  of  Credit  or of the  Overdraft  Bank  to make  available  any
         Utilisation  is subject to the further  conditions  that at the date of
         each Drawdown  Notice or L/C  Application  and on each  Drawdown  Date,
         Utilisation or L/C Issue Date:

         (a)    the  representations  and warranties set out in clause 11, other
                than the  excluded  representations  and  warranties  set out in
                clause  11.2 (and so that the  representation  and  warranty  in
                clause  11.1(i)  shall for this purpose refer to the most recent
                audited consolidated financial statements delivered to the Agent
                under  clause  12.1(e))  are true and  correct on and as of each
                such date as if each were  made  with  respect  to the facts and
                circumstances existing at such date; and







                                       29
<PAGE>
         (b)    no Default shall have occurred and be continuing  unremedied and
                unwaived  or would  result  from  the  making  of such  Advance,
                Utilisation or Swingline Letter of Credit.

         However,  in the case of the  drawing  of (A) the  Conversion  Advance,
         and/or (B) a Revolving Credit Advance which would not, if drawn,  cause
         the  aggregate   Dollar  Amount  of  the  Revolving   Credit   Advances
         outstanding after such drawing to exceed the aggregate Dollar Amount of
         the Revolving  Credit Advances  outstanding  under the Revolving Credit
         Facility concerned,  prior to that drawing (after taking account of any
         repayment made on or prior to the date of such drawing) then, in either
         case:

              (i)    clause 3.2(a) shall apply only if the  incorrectness  would
                     be reasonably likely to have a Material Adverse Effect; and

              (ii)   clause 3.2(b) shall not apply provided that the Term of the
                     relevant  Revolving Credit Advance which is to be drawn, or
                     the Interest  Periods of the Conversion  Advance,  shall be
                     one month or less.

         Nothing in this clause 3.2 shall be construed as  constituting a waiver
         of any right of the Banks (including,  without limitation, their rights
         under clause 14.2)  arising from any Event of Default  which shall have
         occurred and be  outstanding at the time of the drawing of the relevant
         Revolving Credit Advance.

3.3      Waiver of conditions precedent

         The conditions  specified in this clause 3 are inserted  solely for the
         benefit  of the Banks and may be waived on their  behalf in whole or in
         part  and  with  or  without  conditions  by the  Agent  acting  on the
         instructions  of  the  Majority  Banks,  the  Swingline  Bank  and  the
         Overdraft Bank in respect of any Advance,  Swingline  Letters of Credit
         or Utilisation  respectively without prejudicing the right of the Agent
         acting on such instructions to require fulfilment of such conditions in
         whole or in part in respect of any other Advance,  Swingline  Letter of
         Credit or Utilisation.

3.4      Notification

         The Agent shall notify the Banks  promptly  after  receipt by it of the
         documents and evidence referred to in clause 3.1.

4        The Facilities; Currencies

4.1      Drawdown of Advances

         Subject to the terms and  conditions of this Agreement an Advance shall
         be made available to the relevant Borrower:

         (a)    in the case of  Revolving  Credit  Advances  and the  Conversion
                Advance  following  receipt  by the  Agent  (with  a copy to the
                Swingline Bank) from that Borrower of a Drawdown Notice:







                                       30
<PAGE>

                (i)    in the case of an  Advance  to be  drawn  in an  Optional
                       Currency other than  Sterling,  not later than 10 a.m. on
                       the third Banking Day before the proposed Drawdown Date;

                (ii)   in the case of an  Advance  to be drawn  in  Dollars  not
                       later  than 2 p.m.  on the third  Banking  Day before the
                       proposed Drawdown Date; and

                (iii)  in the case of an  Advance to be drawn in  Sterling,  not
                       later than 1 p.m. on the Banking Day before the  proposed
                       Drawdown Date; and

         (b)    in the case of  Swingline  Advances,  following  receipt  by the
                Swingline  Bank  (with a copy to the Agent)  from the  Swingline
                Borrower  of a Drawdown  Notice,  not later than 2.00 p.m.  (New
                York City time) on the relevant Drawdown Date.

         A Drawdown Notice shall be effective on actual receipt by the Agent or,
         as the case may be, the Swingline Bank and, once given, shall,  subject
         as provided in clause 5.8 a, be irrevocable.

4.2      Notification  to Banks of Revolving  Credit Advances and the Conversion
         Advance

         As soon as practicable after receipt of a Drawdown Notice in respect of
         a Revolving Credit Advance or the Conversion Advance complying with the
         terms of this  Agreement the Agent shall notify each Bank and,  subject
         to  clause  3,  each of the  Banks  shall  on the  Drawdown  Date  make
         available  to  the  Agent  its  portion  of  the  relevant  Advance  in
         accordance  with clause  10.2.  If an Advance is to be drawn down in an
         Optional  Currency the Banks shall advance to the relevant  Borrower on
         the  drawdown  of such  Advance  the  amount of the  Optional  Currency
         specified  in the  Drawdown  Notice for that  Advance.  The Agent shall
         determine  the  Dollar  Amount  of such  Advance  at the  spot  rate of
         exchange  quoted to it for the purchase of such Optional  Currency with
         Dollars at or about the time of receipt of the Drawdown Notice for such
         Advance.

4.3      Amount and Term of Revolving Credit Advances

         Each Revolving Credit Advance shall be:

         (a)    of a Dollar Amount which is a minimum of $5,000,000  and (if the
                Advance  is to be drawn in  Dollars)  an  integral  multiple  of
                $1,000,000  and  shall be used  for the  purposes  described  in
                clause  1.1(a),  in the case of Facility A  Advances,  or clause
                1.1(b) in the case of Facility B Advances;

         (b)    denominated in one currency only;

         (c)    borrowed for a Revolving  Credit Term of one, two,  three or six
                months or seven days or  fourteen  days  ending on or before the
                Termination  Date in respect of the  relevant  Revolving  Credit
                Facility, or such other periods as the relevant Borrower and the
                Banks may agree; and







                                       31
<PAGE>
         (d)    for  the  purposes  of  assisting  primary  syndication  of  the
                Facilities, the initial Revolving Credit Terms for the Revolving
                Credit  Advances shall be during the period until  completion of
                such  syndication or if earlier the period ending 3 months after
                the First  Drawdown  Date,  no more than one month or such other
                period or  periods as may be agreed  between  the Parent and the
                Agent.

4.4      Amount and Term of Swingline Advances

         (a)    Each Swingline Advance shall be:

                (i)    of a Dollar  Amount which is a minimum of $100,000 and an
                       integral multiple of $100,000; and

                (ii)   borrowed  for a  Swingline  Term of one to five  New York
                       Banking Days.

          (b)   The  Swingline  Borrower  may  not  borrow,  either  by  way  of
                Swingline  Advances or by way of the issue of Swingline  Letters
                of Credit,  any amount above the Swingline  Minimum which,  when
                aggregated  with any amount  which is the  subject of a Drawdown
                Notice for a Facility A Advance or is outstanding under Facility
                A, would result in the Total Commitments being exceeded.

4.5      Selection of currencies

         Subject to the  provisions  of clause 4.6 if a Borrower  so requests in
         the Drawdown  Notice for a Revolving  Credit  Advance,  such  Revolving
         Credit Advance may be drawn down in an Optional Currency.

4.6      Limit on currencies; non-availability

         A  Revolving  Credit  Advance  may not be  drawn  down  in an  Optional
         Currency if (a) in consequence  thereof there would be Revolving Credit
         Advances  outstanding  in more than 4 different  currencies  or (b) any
         Bank  notifies the Agent not later than 3 p.m. on the third Banking Day
         before the proposed  Drawdown Date (in the case of Sterling,  not later
         than 3 p.m. on the Banking Day before the proposed  Drawdown Date) that
         deposits of such  Optional  Currency are not readily  available to such
         Bank in an amount  comparable  with such Bank's portion of the relevant
         Revolving   Credit  Advance  or  (c)  the  Agent   determines   (acting
         reasonably)  after  consultation  with the Reference  Banks at any time
         prior to 10 a.m.  (local time in the place of payment) on the  Drawdown
         Date that by reason of any change in  currency  availability,  currency
         exchange rates or exchange  controls it is or will be impracticable for
         the relevant Revolving Credit Advance to be drawn down in that Optional
         Currency. Accordingly, in any such event, the relevant Revolving Credit
         Advance shall be drawn down in Dollars.

4.7      Facility B conversion option

         The Parent shall have the option (the "Conversion  Option") on the last
         day of the Facility B Availability Period to convert all or some of the
         Facility B Total  Commitments into a term loan facility and, subject to
         the terms of this  Agreement,  to







                                       32
<PAGE>
         draw under  Facility B a single  term loan  advance in one of  Dollars,
         Sterling or euros (the  "Conversion  Advance") on such date by delivery
         to the Agent of a duly completed Drawdown Notice.

4.8      The Termination Dates

         Without  prejudice  to any  other  provision  of  this  Agreement,  the
         Commitments in respect of the relevant  Revolving Credit Facility shall
         in any  event  be  reduced  to  zero  on the  Termination  Date  and no
         Revolving Credit Advances under the Revolving Credit Facility concerned
         (and,  in the  case of  Facility  A, no  Swingline  Advance,  Swingline
         Letters of Credit or  Utilisations)  shall be made or issued or allowed
         to the Borrowers under this Agreement thereafter.

4.9      Application of proceeds

         Without  prejudice to any Borrower's  obligations under clause 12.1(c),
         none of the  Finance  Parties  shall  have any  responsibility  for the
         application of the proceeds of any Advance,  Swingline Letter of Credit
         or Utilisation by any Borrower.

4.10     Information

         (a)    At close of  business  in London on each  Banking Day on which a
                Facility  A Advance  is made,  repaid or  prepaid  or a Drawdown
                Notice in respect of a Facility A Advance is received, the Agent
                will confirm to the  Swingline  Bank the amount  outstanding  at
                that time under Facility A or which is the subject of a Drawdown
                Notice in respect  of a  Facility  A Advance  and of any part of
                Facility A or  Swingline  Facility  which has been  cancelled on
                such day.

         (b)    At close of business in New York on each New York Banking Day on
                which  a  Swingline  Advance  is  made,  repaid  or  prepaid,  a
                Swingline  Letter of Credit is issued or reduced  in  accordance
                with the terms of this  Agreement  or a  Drawdown  Notice or L/C
                Application is received,  the Swingline Bank will confirm to the
                Agent the amount  outstanding  at that time under the  Swingline
                Facility  in respect of  Swingline  Advances  and the  aggregate
                outstanding L/C Liability in respect of all Swingline Letters of
                Credit  or  which  is the  subject  of an L/C  Application  or a
                Drawdown Notice for a Swingline Advance.

          (c)   The  Swingline  Bank and the  Overdraft  Bank will,  following a
                request  by the Agent,  promptly  inform the Agent of the amount
                outstanding  under  the  Swingline  Facility  or  the  Overdraft
                Facility (as the case may be).

          (d)   Neither  the  Agent  nor  the  Swingline  Bank  shall  have  any
                liability to any other party to this Agreement in respect of any
                matter arising directly or indirectly as a result of its failure
                to comply with its obligations under this clause 4.10 or for any
                Advance or  Swingline  Letter of Credit  being made or issued in
                breach of the  limits  set out in this  Agreement.  In the event
                that any Advance is made or Swingline Letter of Credit is issued
                in breach of any such  limit the Parent  will,  on demand by the
                Agent, forthwith procure that Advances are prepaid in







                                       33
<PAGE>
                accordance  with the terms of this  Agreement  and/or  Swingline
                Letters of Credit  irrevocably  cancelled so that any such limit
                is no longer breached.

4.11     Refinancing  of the  Existing  Group  Facilities  following  a Relevant
         Acceleration  Notice and the  refinancing  of the  Existing  Lighthouse
         Facilities

         The  Parent  undertakes  that,  if a  Relevant  Acceleration  Notice is
         delivered  in  satisfaction  of  condition  precedent  (m) in part A of
         schedule 4, it will ensure that:

         (a)    the Revolving Credit Advances which are made to the Borrowers on
                the First  Drawdown  Date are in an  aggregate  amount  which is
                sufficient to repay the aggregate  principal amount  outstanding
                in respect of the Existing  Group  Facilities  together with all
                unpaid  interest  thereon  and  any  other  amounts  payable  in
                relation   thereto  on  such  day.  The  Borrowers   irrevocably
                authorise the Agent,  and the Agent  agrees,  to first apply the
                proceeds of such Revolving  Credit  Advances in repayment of all
                amounts  outstanding in respect of the Existing Group Facilities
                and to pay any excess  proceeds to the Borrower  concerned.  The
                Borrowers  acknowledge  that such application by the Agent shall
                constitute the making of the Revolving Credit Advances concerned
                to the relevant Borrowers by the Banks and the Parent undertakes
                to procure that the Existing  Group  Facilities are cancelled in
                full on the First Drawdown Date; and

         (b)    Revolving Credit Advances are made to the Borrowers upon the day
                of  completion  of the  Lighthouse  Acquisition  in an aggregate
                amount  which is  sufficient  to repay the  aggregate  principal
                amount  outstanding  in  respect  of  the  Existing   Lighthouse
                Facilities  together  with all unpaid  interest  thereon and any
                other  amounts  payable in  relation  thereto  on such day.  The
                Borrowers irrevocably authorise the Agent, and the Agent agrees,
                to first apply the proceeds of such Revolving Credit Advances in
                repayment of all amounts  outstanding in respect of the Existing
                Lighthouse  Facilities  and to pay any  excess  proceeds  to the
                Borrower   concerned.   The  Borrowers   acknowledge  that  such
                application  by the Agent  shall  constitute  the  making of the
                Revolving Credit Advances concerned to the relevant Borrowers by
                the Banks and the Parent undertakes to procure that the Existing
                Lighthouse Facilities are cancelled in full on such day.

4.12     Refinancing  of  the  Existing   Group   Facilities  and  the  Existing
         Lighthouse  Facilities  following  a No Consent  Notice or a  Unanimous
         Consent Notice

         The  Parent  undertakes  that,  if a No Consent  Notice or a  Unanimous
         Consent Notice is delivered in satisfaction of condition  precedent (a)
         in part B of  schedule  4, it will  ensure  that the  Revolving  Credit
         Advances which are made to the Borrowers on the First Drawdown Date are
         in an  aggregate  amount  which is  sufficient  to repay the  aggregate
         principal   amount   outstanding  in  respect  of  the  Existing  Group
         Facilities  and the Existing  Lighthouse  Facilities  together with, in
         each case, all unpaid interest thereon and any other amounts payable in
         relation thereto on such day. The Borrowers  irrevocably  authorise the
         Agent,  and the  Agent  agrees,  to first  apply the  proceeds  of such
         Revolving  Credit  Advances in repayment of all amounts  outstanding







                                       34
<PAGE>
         in respect of the Existing Group Facilities and the Existing Lighthouse
         Facilities  and to pay any excess  proceeds to the Borrower  concerned.
         The  Borrowers  acknowledge  that such  application  by the Agent shall
         constitute the making of the Revolving Credit Advances concerned to the
         relevant  Borrowers by the Banks and the Parent  undertakes  to procure
         that  the  Existing  Group  Facilities  and  the  Existing   Lighthouse
         Facilities are cancelled in full on the First Drawdown Date.

4.13     Refinancing of the Existing Lighthouse  Facilities  following a Consent
         Notice

         The  Parent  undertakes  that,  if a  Consent  Notice is  delivered  in
         satisfaction  of  condition  precedent  (a) in part B of schedule 4, it
         will ensure that the Revolving  Credit  Advances  which are made to the
         Borrowers on the First  Drawdown Date are in an aggregate  amount which
         is sufficient to repay the aggregate  principal  amount  outstanding in
         respect of the Existing Lighthouse  Facilities together with all unpaid
         interest  thereon and any other amounts payable in relation  thereto on
         such day. The Borrowers  irrevocably authorise the Agent, and the Agent
         agrees,  to first apply the proceeds of such Revolving  Credit Advances
         in  repayment  of all amounts  outstanding  in respect of the  Existing
         Lighthouse  Facilities  and to pay any excess  proceeds to the Borrower
         concerned. The Borrowers acknowledge that such application by the Agent
         shall constitute the making of the Revolving Credit Advances  concerned
         to the  relevant  Borrowers by the Banks and the Parent  undertakes  to
         procure that the Existing  Lighthouse  Facilities are cancelled in full
         on the First Drawdown Date.

4.14     Operation of the Facilities and the Existing Group Facilities following
         a Consent Notice

         The  Parent  undertakes  that,  if a  Consent  Notice is  delivered  in
         satisfaction  of  condition  precedent  (a) in part B of schedule 4, it
         will:

         (a)    use all reasonable  efforts to ensure that the proportion  which
                each  Revolving  Credit  Advance  to be  drawn  down  under  the
                Facilities  after the  First  Drawdown  Date  bears to the Total
                Commitments  in  respect  of the  Facilities  is the same as the
                proportion  which a revolving credit advance to be drawn down at
                or about  the same  time  under the  Existing  Group  Facilities
                Agreement  bears to the total  commitments  under  the  Existing
                Group Facilities Agreement at such time;

         (b)    ensure that, if it elects to draw the  Conversion  Advance,  the
                proportion which the Conversion  Advance bears to the Facility B
                Total  Commitments  is the  same  as the  proportion  which  the
                conversion   advance   drawn  down  under  the  Existing   Group
                Facilities bears to the total commitments in respect of Facility
                B under the Existing Group Facilities Agreement at such time;

         (c)    ensure that where any Borrower  make a voluntary  prepayment  of
                any  part  of  the  Revolving  Advances  and/or  the  Conversion
                Advance,  the same  proportion of the revolving  credit advances
                and/or  the   conversion   advance  under  the  Existing   Group
                Facilities   Agreement  is  prepaid   pursuant  to  a  voluntary
                prepayment at or about the same time; and







                                       35
<PAGE>
         (d)    ensure that where the Facilities are voluntarily cancelled,  the
                same proportion of the Existing Group Facilities are voluntarily
                cancelled at or about the same time,

         in  each  case  so  that,  as far  as is  reasonably  practicable,  the
         Facilities and the Existing Group Facilities are drawn and cancelled to
         the same extent.

5        Interest; alternative interest rates

5.1      Calculation of Margin

         (a)    Subject to clause 5.1(b), the Margin shall be 1.00 per cent. per
                annum.

                (i)    the Margin shall be adjusted in accordance with the table
                       below  semi-annually and shall be the lowest Margin shown
                       in  column  (2) for  which  the  ratio in  column  (1) is
                       satisfied,  such rate to take effect for Advances  drawn,
                       Swingline  Letters of Credit issued and Utilisations made
                       and for the purposes of clause 5.5, on or following,  the
                       delivery  to the Agent of the latest  audited,  or as the
                       case  may  be,  unaudited   (interims  or  preliminaries)
                       consolidated  financial  statements  in  respect  of  the
                       relevant  period  pursuant to clause  12.1(e) and related
                       Compliance Certificate;

                (ii)   the ratio of  Consolidated  Gross  Borrowings to Adjusted
                       PBIT set out in column (1) below shall be  calculated  by
                       reference to the relevant Compliance  Certificate and the
                       relevant sets of latest  audited,  or as the case may be,
                       unaudited   (interims  or   preliminaries)   consolidated
                       financial  statements  delivered to the Agent pursuant to
                       clause 12.1(e) as referred to in paragraph (iii) below;

                (iii)  with  effect from the  delivery to the Agent  pursuant to
                       clause 12.1(e) of unaudited (preliminaries)  consolidated
                       financial  statements  in respect of the 12 months ending
                       31  December,  1999 and each  audited or, as the case may
                       be, unaudited financial statements thereafter,  the ratio
                       in column (1) below shall be calculated

                       (A)    as at the end of the Fiscal Year,  by reference to
                              the   unaudited    (preliminaries)    consolidated
                              financial statements and subsequently by reference
                              to the audited  consolidated  financial statements
                              delivered to the Agent  pursuant to clause 12.1(e)
                              and relevant Compliance Certificates in respect of
                              such Fiscal Year;

                       (B)    as at the end of each  Fiscal  Half-Year  ended 30
                              June  by  reference  to the  unaudited  (interims)
                              consolidated  financial statements for such Fiscal
                              Half-Year and the audited  consolidated  financial
                              statements for the previous  Fiscal Year delivered
                              to the Agent  pursuant  to clause  12.1(e) and the
                              relevant Compliance Certificate in respect of such
                              Fiscal  Half-







                                       36
<PAGE>
                              Year (in the case of 30 June,  2000 taking account
                              of  the  unaudited   (interims)   for  the  Fiscal
                              Half-Year  ended 30 June,  1999 in extracting  the
                              relevant  amounts  from the  audited  consolidated
                              financial  statements for the Fiscal Year ended 31
                              December 1999); and

                       (C)    Adjusted  PBIT being  calculated  for the relevant
                              twelve months and  Consolidated  Gross  Borrowings
                              being calculated by reference to the average daily
                              outstandings   over   the   most   recent   Fiscal
                              Half-Year;

               (iv)    if,  on the first day of any  relevant  Revolving  Credit
                       Term,  Swingline Term,  Interest Period,  the date of any
                       Utilisation,  any  L/C  Issue  Date  or the  date  of any
                       calculation  for the purpose of clause 5.5, the Parent is
                       obliged to deliver to the Agent under clause  12.1(e) any
                       audited or unaudited  consolidated  financial  statements
                       and has  failed to do so  within  the  period  set out in
                       clause  12.1(e)  the  Margin  for the  relevant  Advance,
                       Utilisation,  Swingline  Letter  of  Credit  or  for  the
                       purposes of clause 5.5 (as the case may be) shall be 1.25
                       per  cent.  per  annum.  Any  adjustment  to  the  Margin
                       required  on  the  basis  of  the  audited  or  unaudited
                       consolidated   financial   statements   to  be  delivered
                       pursuant to clause  12.1(e) shall be applicable  from the
                       date of delivery of the relevant financial statements and
                       related Compliance Certificate.

                  (1)                                        (2)
Ratio of Consolidated Gross Borrowings                Applicable Margin
            to Adjusted PBIT                                  %

       greater than or equal to 2.5:1                         1.25
       greater than or equal to 2.0:1                         1.125
            but less than 2.5:1
       greater than or equal to 1.5:1                         1.00
            but less than 2.0:1
       greater than or equal to 1.0:1            prior to 31 December 2000 1.00,
            but less than 1.5:1                          otherwise 0.85
              less than 1.0:1                    prior to 31 December 2000 1.00,
                                                         otherwise 0.70

               (v)     If  the  audited  consolidated  financial  statements  in
                       respect of any Fiscal Year delivered under clause 12.1(e)
                       evidences that the ratio of Consolidated Gross Borrowings
                       to Adjusted PBIT was  different  than as disclosed by the
                       unaudited    (preliminaries)    consolidated    financial







                                       37
<PAGE>
                       statements   for  such  Fiscal  Year  and  the   relevant
                       Compliance  Certificate  previously received by the Agent
                       under this Agreement:

                       (A)    (if the ratio of Consolidated  Gross Borrowings to
                              Adjusted PBIT was greater than as disclosed by the
                              relevant Compliance  Certificate) the Parent shall
                              pay to the Agent  (for the  Banks,  the  Swingline
                              Bank and the Overdraft Bank) such amount, or

                       (B)    (if the ratio of Consolidated  Gross Borrowings to
                              Adjusted  PBIT was less than as  disclosed  by the
                              relevant Compliance  Certificate) the Agent shall,
                              in consultation  with the Parent,  the Banks,  the
                              Swingline Bank and the Overdraft Bank,  certify to
                              the Parent such reduction in the Margin in respect
                              of   then   current   or   future   Advances   and
                              Utilisations   (which   certification   shall   be
                              conclusive  and  binding  on the  parties  to this
                              Agreement  and shall  adjust the  Margin  from the
                              date of such certification),

                       as will  leave  the  Banks,  the  Swingline  Bank and the
                       Overdraft  Bank (after such payment or  reduction)  in no
                       better or worse position than they would have been in had
                       the ratio of  Consolidated  Gross  Borrowings to Adjusted
                       PBIT been correctly  certified by the relevant Authorised
                       Officer  of the  Parent  at the time of  delivery  of the
                       unaudited consolidated financial statements.

5.2      Interest rate for Revolving Credit Advances

         The relevant Borrower shall pay to the Agent interest on each Revolving
         Credit  Advance drawn by it on its Repayment Date (or, in the case of a
         Revolving  Credit Advance  having a Revolving  Credit Term of more than
         six months, by instalments,  every six months from the Drawdown Date of
         such Revolving  Credit Advance and on the relevant  Repayment Date), at
         the rate per  annum  being  the  aggregate  of (a) the  Margin  (b) the
         Additional Cost and (c) LIBOR.

5.3      Interest rate for Swingline Advances

         The Swingline Borrower shall pay to the Swingline Bank interest on each
         Swingline  Advance  drawn by it at the rate being the  aggregate of (i)
         the  applicable  Margin which  portion  shall be paid to the Agent upon
         receipt by the Swingline Bank for the account of each Bank, pro rata to
         its Commitment in respect of Facility A and (ii) the Federal Funds Rate
         (which  portion shall be for the account of the Swingline  Bank).  Such
         interest will be paid in arrears on the Swingline Interest Payment Date
         falling on or  immediately  after the Repayment  Date of such Swingline
         Advance.  For the  purposes  of this  clause  5.3  "Swingline  Interest
         Payment  Date"  shall mean each of the dates  falling at three  monthly
         intervals  beginning  three months after the date of this Agreement and
         the Termination Date in respect of Facility A.

5.4      Interest rate and Interest Periods for the Conversion Advance

                                       38
<PAGE>


         (a)    The Parent  shall pay to the Agent  interest  on the  Conversion
                Advance  in  respect  of each  Interest  Period on the  relevant
                Interest  Payment  Date (or, in the case of Interest  Periods of
                more than six months, by instalments,  every six months from the
                commencement of the relevant Interest Period and on the relevant
                Interest Payment Date) at the rate per annum being the aggregate
                of (i) the Margin, (ii) the Additional Cost and (iii) LIBOR.

         (b)    The  Parent  may select an  Interest  Period for the  Conversion
                Advance by notices  received by the Agent not later than 10 a.m.
                on the third  Banking Day before the  beginning of each Interest
                Period other than in respect of the first Interest  Period which
                shall be  selected  in the  Drawdown  Notice for the  Conversion
                Advance. Each Interest Period will commence on the Drawdown Date
                of the  Conversion  Advance  or  the  expiry  of  the  preceding
                Interest  Period and shall be for a period of one, two, three or
                six months or such other  period as the Parent and the Banks may
                agree and shall end not  later  than the  Repayment  Date of the
                Conversion Advance

5.5      Interest for late payment

         (a)    If the  relevant  Borrower  fails  to pay  any  sum  (including,
                without limitation, any sum payable pursuant to this clause 5.5)
                on its due date for payment under this  Agreement  that Borrower
                shall pay  interest on such sum from the due date up to the date
                of actual  payment (as well after as before  judgment) at a rate
                determined  pursuant to this clause 5.5. The period beginning on
                such  due date  and  ending  on such  date of  payment  shall be
                divided into successive periods of not more than three months as
                selected by the Agent,  the Swingline Bank or the Overdraft Bank
                (as the case may be) each of which (other than the first,  which
                shall  commence on such due date) shall commence on the last day
                of the preceding such period.

          (b)   The rate of interest applicable to each such period shall be:

                (i)    in the case of overdue  amounts in relation to  Revolving
                       Credit Advances and the Conversion Advance, the aggregate
                       of (A) one per cent.  per  annum,  (B) the Margin (C) the
                       Additional Cost and (D) LIBOR;

                (ii)   in the case of overdue  amounts in relation to  Swingline
                       Advances and Swingline  Letters of Credit,  the aggregate
                       of (A) one per cent. per annum, (B) the Margin, to be not
                       less  than one per cent.  per  annum and (C) the  Federal
                       Funds Rate;

                (iii)  in  the  case  of   overdue   amounts  in   relation   to
                       Utilisations,  the  aggregate  of (A) one per  cent.  per
                       annum,  (B) the  Margin  (to be not less than 1 per cent.
                       per  annum)  and (C) the  Overdraft  Bank's  base rate in
                       effect from time to time; and







                                       39
<PAGE>
                (iv)   in any other case, the aggregate of (A) one per cent. per
                       annum,  (B) the  Margin,  (C) (in the case of  amounts in
                       Sterling) the Additional Cost and (D) LIBOR.

         (c)    If such  unpaid sum is an amount of  principal  which shall have
                become due and payable,  by reason of a declaration by the Agent
                under clause 14.2(b) or a prepayment  pursuant to clauses 8.4 or
                16.1,  prior to the Repayment Date relating  thereto,  the first
                such period  selected  by the Agent shall end on such  Repayment
                Date and  interest  shall be payable  on such  unpaid sum during
                such  period at a rate one per cent  above  the rate  applicable
                thereto  immediately  before  it shall  have  become  so due and
                payable.

         (d)    Interest  under this  clause 5.5 shall be due and payable on the
                last day of each period  determined by the Agent,  the Overdraft
                Bank or the Swingline Bank (as the case may be) pursuant to this
                clause  5.5 or,  if  earlier,  on the date on  which  the sum in
                respect of which such  interest  is accruing  shall  actually be
                paid.  If, for the  reasons  specified  in clause  5.8(a)(i)  or
                5.8(a)(ii)  it is not possible to determine a rate in accordance
                with the foregoing provisions of this clause 5.5, then

                (i)    in the case of  amounts  due other  than in  relation  to
                       Swingline  Advances,  Swingline  Letters of Credit or the
                       Overdraft  Facility then each Bank shall promptly  notify
                       the Agent of the cost of funds to such Bank and  interest
                       on any sum not paid on its due date for payment  shall be
                       calculated  for  each  Bank at a rate  determined  by the
                       Agent to be one per cent.  per annum above the  aggregate
                       of the  Margin and the cost of funds  (including,  in the
                       case of amounts  in  Sterling,  Additional  Cost) to such
                       Bank; and

                (ii)   in the  case of  amounts  due in  relation  to  Swingline
                       Advances or Swingline  Letters of Credit,  interest shall
                       be calculated at a rate  determined by the Swingline Bank
                       to be one per cent.  per annum above the aggregate of the
                       Margin and the cost of funds to the Swingline Bank.

5.6      Notification of interest rate

         The Agent shall  notify the  Borrowers  and the Banks  promptly of each
         rate of interest determined under this clause 5.

5.7      Reference Bank quotations

         If any  Reference  Bank is  unable  or  otherwise  fails to  furnish  a
         quotation for the purpose of calculating  LIBOR (where such a quotation
         is required  having regard to the  definition of "LIBOR" in clause 1.2)
         the  interest  rate for the  relevant  Revolving  Credit  Term or other
         period shall be determined,  subject to clause 5.8, on the basis of the
         quotations furnished by the remaining Reference Banks.







                                       40
<PAGE>
5.8      Market disruption; non-availability

         (a)    If and whenever,  at any time prior to the making of a Revolving
                Credit Advance or the Conversion  Advance or the commencement of
                an Interest Period:

                (i)    (at a time when  Reference  Bank  quotations are required
                       having regard to the definition of "LIBOR" in clause 1.2)
                       the Agent shall have determined,  after consultation with
                       the Reference  Banks (which  determination  shall, in the
                       absence of manifest error, be conclusive),  that adequate
                       and fair means do not exist for ascertaining LIBOR during
                       such Revolving Credit Term or Interest Period; or

                (ii)   none or only  one of the  Reference  Banks  supplies  the
                       Agent with a  quotation  for the  purpose of  calculating
                       LIBOR (where such a quotation is required  having  regard
                       to the definition of "LIBOR" in clause 1.2); or

                (iii)  the Agent  shall have  received  notification  from Banks
                       with Contributions aggregating not less than one-third of
                       the total of the relevant Revolving Credit Advance or the
                       Conversion Advance (or, prior to the First Drawdown Date,
                       Commitments  aggregating  not less than  one-third of the
                       Total  Commitments)  that  deposits  in  Dollars  are not
                       available to such Banks in the London Interbank Market in
                       the ordinary course of business in sufficient  amounts to
                       fund their Contributions to such Revolving Credit Advance
                       or  the  Conversion   Advance  or  that  LIBOR  does  not
                       accurately  reflect  the cost to such Banks of  obtaining
                       such deposits;

                the Agent shall forthwith give notice (a "Determination Notice")
                to the  Parent  and each of the Banks.  A  Determination  Notice
                shall contain particulars of the relevant  circumstances  giving
                rise to its issue.

         (b)    During the period of 10 days after any Determination  Notice has
                been given by the Agent  under  clause  5.8(a),  each Bank shall
                certify an alternative basis (the "Substitute Basis") for making
                available or, as the case may be,  maintaining its Contribution.
                The   Substitute   Basis  may   (without   limitation)   include
                alternative   interest   periods,   alternative   currencies  or
                alternative  rates of interest but shall  include a margin above
                the cost of funds to such Bank  (including  Additional  Cost, if
                any)  equivalent  to  the  Margin.   Each  Substitute  Basis  so
                certified shall be binding upon the relevant  Borrower and shall
                take effect in accordance with its terms from the date specified
                in the  Determination  Notice  until  such  time  as  the  Agent
                notifies the Borrower that none of the  circumstances  specified
                in  clause  5.8(a)  continues  to  exist  whereupon  the  normal
                interest rate fixing provisions of this Agreement shall apply.

         (c)    If, and  whenever at any time prior to the making of a Swingline
                Advance,  the  Swingline  Bank  gives  notice  to the  Swingline
                Borrower  and  the  Agent  that  deposits  in  Dollars  are  not
                available in the ordinary  course of  businesses  in  sufficient
                amounts to fund such Swingline Advance, Swingline Advances shall







                                       41
<PAGE>
                not be  made  until  the  Swingline  Bank  gives  notice  to the
                contrary to the Parent and the Agent.

6        The Overdraft Facility and the Swingline Facility

6.1      The Overdraft Facility

         (a)    Utilisations   of  the  Overdraft   Facility  by  the  Overdraft
                Borrowers may be made subject to the limitation  that the amount
                outstanding  under the  Overdraft  Facility(calculated  on a net
                basis and taking  account  of  non-Sterling  currency  balances)
                shall not exceed L6,000,000 at any time.

         (b)    No principal amount in respect of the Overdraft  Facility may be
                demanded  by the  Overdraft  Bank unless a notice has been given
                under clause 14.2 but  thereafter the monies owing in respect of
                the Overdraft Facility are repayable on demand.

         (c)    The Overdraft  Bank shall be at liberty at any time to refuse to
                allow any  Utilisation  if the result would be that the limit in
                6.1(a) above would be exceeded.

6.2      Terms and conditions

         The Overdraft  Facility is made  available on the terms and  conditions
         set out in this  Agreement  and the Overdraft  Bank's normal  overdraft
         terms and  conditions to the extent that the same are not  inconsistent
         with this Agreement.

6.3      Utilisation, interest and repayment

         (a)    Any borrowing made available under the Overdraft Facility may be
                drawn only in Sterling.

         (b)    The Overdraft Borrowers shall pay to the Overdraft Bank interest
                on Utilisations  under the Overdraft  Facility at the rate being
                the aggregate of (i) the  applicable  Margin (or, if greater,  1
                per cent.  per annum),  which portion shall be paid to the Agent
                upon receipt by the Overdraft  Bank for the account of each Bank
                pro rata to its  Commitment  and (ii) the Overdraft  Bank's base
                rate from time to time (which  portion  shall be for the account
                of the Overdraft  Bank).  Such interest shall accrue from day to
                day on the basis of actual days  elapsed and a year of 365 days,
                and  shall  be  debited  to the  relevant  Overdraft  Borrower's
                account on the Overdraft Bank's normal quarterly charging dates.

         (c)    The Overdraft  Borrowers  shall repay or discharge the Overdraft
                Facility in full on the Facility A Termination Date.

6.4      Set off under Overdraft Facility

         Each Overdraft  Borrower by way of security for all its obligations and
         liabilities  from time to time  under  the  Overdraft  Facility  hereby
         irrevocably  agrees that the  Overdraft







                                       42
<PAGE>
         Bank may at any time, without notice or demand and  notwithstanding any
         settlement  of any  obligation  under the  Overdraft  Facility or other
         matter whatsoever, combine or consolidate all or any of the accounts of
         the Overdraft  Borrower held with the Overdraft  Bank and/or set-off or
         transfer  all and any moneys  standing to the credit of any one or more
         accounts  of it with  the  Overdraft  Bank or  otherwise  owing  by the
         Overdraft  Bank to it in or  towards  satisfaction  of its  obligations
         under the  Overdraft  Facility and  authorises  the  Overdraft  Bank to
         purchase with such moneys such other  currencies as may be necessary to
         effect such set-off or transfer at the relevant equivalent rate.

6.5      Set off under Swingline Facility

         The Swingline  Borrower by way of security for all its  obligations and
         liabilities  from time to time  under  the  Swingline  Facility  hereby
         irrevocably  agrees that the  Swingline  Bank may at any time,  without
         notice or demand and  notwithstanding  any settlement of any obligation
         under the  Swingline  Facility or other matter  whatsoever,  combine or
         consolidate  all or any of the accounts of the Swingline  Borrower held
         with the Swingline  Bank and/or  set-off or transfer all and any moneys
         standing  to the  credit  of any one or more  accounts  of it with  the
         Swingline  Bank or otherwise  owing by the  Swingline  Bank to it in or
         towards  satisfaction of its obligations  under the Swingline  Facility
         and  authorises  the  Swingline  Bank to purchase with such moneys such
         other currencies as may be necessary to effect such set-off or transfer
         at the relevant equivalent rate.

6.6      Swingline Letter of Credit Applications

         (a)    Subject to the terms and conditions of this Agreement, Swingline
                Letters  of  Credit  shall be made  available  to the  Swingline
                Borrower following receipt by the Swingline Bank (with a copy to
                the Agent) of an L/C Application from the Swingline Borrower not
                later than 10 a.m.  (New York City  time) on the second  Banking
                Day before the proposed L/C Issue Date.

         (b)    Each such L/C  Application  shall be effective on actual receipt
                by the Swingline Bank and once given shall be irrevocable.

         (c)    The  obligations  of the  Swingline  Bank and the other Banks to
                participate  in a Swingline  Letter of Credit are subject to the
                further  condition  precedent that,  prior to an L/C Application
                for a Swingline  Letter of Credit being made, the Swingline Bank
                or any Bank may require a legal opinion from lawyers  acceptable
                to it to the effect that the terms of that  Swingline  Letter of
                Credit would be upheld by the courts of the  jurisdiction of the
                beneficiary but only if the beneficiary is incorporated,  or its
                principal place of business is situate,  in a jurisdiction where
                the Swingline Bank or the Bank  reasonably  believes that any of
                the  terms  of  the   Swingline   Letter  of  Credit  would  not
                necessarily be upheld.

         (d)    The  terms of the  relevant  Swingline  Letter  of  Credit  must
                contain a clear  procedure  for the making of claims  under that
                Swingline  Letter of Credit  satisfactory  to the Swingline Bank
                which shall include a requirement that the







                                       43
<PAGE>
                beneficiary  gives at least 5 Banking Days' notice of settlement
                under the relevant Swingline Letter of Credit.

6.7     L/C Application

        An L/C  Application  will not be regarded as having been duly completed
        unless:

        (a)     the proposed L/C Issue Date is a Banking Day falling  within the
                Facility A Availability Period;

        (b)     the Swingline Letter of Credit is denominated in Dollars;

        (c)     it is  accompanied  by a copy  of  the  terms  of  the  proposed
                Swingline  Letter of Credit and the name of the  beneficiary  is
                specified;

        (d)     the Expiry Date is a Banking Day falling no later than 12 months
                after the L/C Issue  Date and in any event  falling on or before
                the Facility A Termination Date; and

        (e)     there  is a  maximum  limit  to  the  stated  liability  of  the
                Swingline Bank under the Swingline Letter of Credit.

6.8     Amount of Swingline Letters of Credit

        No  Swingline  Letter of  Credit  may be issued on any day for an amount
        which,  when  aggregated  with all  other  Swingline  Letters  of Credit
        outstanding  or to be issued on such day,  would  exceed  the  Swingline
        Letter of Credit Facility Amount.

6.9     Swingline Letter of Credit Commission

        (a)     The rate of Swingline Letter of Credit Commission  applicable to
                each Swingline  Letter of Credit will be the same as the rate of
                the Margin.

        (b)     Swingline Letter of Credit  Commission on the daily  Outstanding
                L/C Liability of each Swingline  Letter of Credit (as determined
                by the Swingline  Bank) is payable by the Swingline  Borrower in
                accordance  with clause 6.9(c) below to the  Swingline  Bank and
                shall be paid to the Agent upon  receipt by the  Swingline  Bank
                for the account of each Bank pro rata to its Commitment.

        (c)     Swingline  Letter of Credit  Commission is payable in arrears on
                each Quarter Day and on the Termination  Date on the Outstanding
                L/C Liability of each outstanding  Swingline Letter of Credit in
                respect  of  the  period   commencing  on  the  day  immediately
                following the date on which an instalment of Swingline Letter of
                Credit  Commission  was last  payable in respect of the relevant
                Swingline  Letter  of Credit  or, if none,  the date of issue of
                such  Swingline  Letter of  Credit  and  ending on the  relevant
                payment date.





                                      44
<PAGE>

6.10    Notification of demand under a Swingline Letter of Credit

        The Swingline  Bank,  forthwith  after being notified by the beneficiary
        under a Swingline  Letter of Credit that it is required to make  payment
        under that  Swingline  Letter of Credit,  shall notify the Agent and the
        Swingline Borrower that such payment is due and of the Settlement Amount
        and Settlement Date in respect of such Swingline Letter of Credit.

6.11    Conversion of Swingline Letter of Credit to Swingline Advance

        (a)     On receipt of a notice from the Swingline Bank under clause 6.10
                the Swingline Borrower shall either:

                (i)     Convert to Swingline Advance

                        subject to the terms and  conditions of this  Agreement,
                        convert the relevant  Settlement Amount into a Swingline
                        Advance by delivering  to the  Swingline  Bank, no later
                        than  close  of  business  on  the  first   Banking  Day
                        following  the date of receipt of the said  notice  (the
                        "Conversion  Date"),  a Drawdown  Notice,  copied to the
                        Agent   (which  shall  be   irrevocable)   requesting  a
                        Swingline  Advance  to the  Swingline  Borrower  of such
                        amount; or

                (ii)    Pay under indemnity


                        (if the  Swingline  Borrower  does not wish to request a
                        Swingline  Advance or the  conditions  precedent to such
                        Swingline Advance being made available set out in clause
                        3 are not fulfilled or the Swingline  Borrower  fails to
                        respond  to such  notice  by  close of  business  on the
                        Conversion Date) treat such notice as a demand under the
                        indemnity in clause 7.4, and pay to the Swingline  Bank,
                        no later than close of business on the Conversion  Date,
                        the relevant Settlement Amount.

        (b)     Each  Swingline  Advance  pursuant to clause 6.11 above shall be
                paid,  not later than  11.00 a.m.  on the day which is three New
                York  Banking  Days  preceding  the  Settlement   Date,  to  the
                Swingline Bank and shall be held in an account bearing  interest
                at  the  Swingline  Bank's  overnight  deposit  rate  until  the
                Settlement  Date, which interest shall be for the account of the
                Swingline Borrower.

6.12    Payment by the Banks to Swingline Bank

        (a)     If the  Swingline  Bank has not received the  Settlement  Amount
                from the  Swingline  Borrower by 11.00 a.m.  three  Banking Days
                before the  Settlement  Date,  it shall  notify the Agent by not
                later than 2 p.m. three Banking Days before the Settlement Date.

        (b)     If the Agent has been notified  under  paragraph  (a) above,  it
                shall  notify each Bank by not later than 5 p.m.  three  Banking
                Days before the Settlement Date.



                                       45
<PAGE>

        (c)     Each Bank  notified  under  paragraph (b) above shall pay to the
                Swingline Bank on the Settlement  Date the amount of that Bank's
                proportionate  liability  in respect  of the  unpaid  Settlement
                Amount.

6.13    Default by Banks in payment to Swingline Bank

        (a)     If any Bank (an "L/C Defaulting Bank") fails to make any payment
                due from it for the account of the  Swingline  Bank under clause
                6.12  then  until  the  Swingline  Bank has been  reimbursed  in
                respect   thereof  in  full  (but   without   prejudice  to  the
                obligations of that L/C Defaulting Bank to make such payment):

                (i)     the L/C  Defaulting  Bank  shall  hold on trust  for the
                        Swingline  Bank  the  benefit  of  any  security  now or
                        hereafter  created  to  secure  the  obligations  of the
                        Swingline  Borrower  under this  Agreement  and to which
                        that L/C Defaulting Bank would have been entitled had it
                        made such payment; and

                (ii)    for the purposes of determining the  constitution of the
                        Majority Banks:

                        (A)     the Swingline  Bank shall be treated as having a
                                Contribution  or Commitment (as the case may be)
                                equal to the amount of such  non-payment  of the
                                L/C   Defaulting   Bank  (in   addition  to  the
                                Commitment  or  Contribution  (if any) which the
                                Swingline  Bank already had in its capacity as a
                                Bank); and

                        (B)     the Commitment or Contribution  (as the case may
                                be) of the L/C Defaulting  Bank shall be treated
                                as having been reduced to the same extent.

        (b)     The rights conferred upon the Swingline Bank in this clause 6.13
                are in addition to any other rights which it may have against an
                L/C Defaulting Bank.

6.14    Reduction of Swingline Letter of Credit Facility

        The Outstanding L/C Liability of any Swingline Letter of Credit shall be
        treated as reduced for the purposes of this  Agreement  only when and to
        the  extent  that (a) the  Swingline  Bank has  made a  payment  under a
        Swingline  Letter of Credit or (b) the liability of the  Swingline  Bank
        under a Swingline  Letter of Credit has been reduced in accordance  with
        the terms of the relevant Swingline Letter of Credit.

7       Indemnity of Overdraft Bank and Swingline Bank

7.1     Shortfall   notification   in  relation  to   Swingline   Advances   and
        Utilisations


        If the Overdraft  Borrowers or the Swingline Borrower fail to pay to the
        Overdraft  Bank or the  Swingline  Bank any amount  under the  Overdraft
        Facility or any  Swingline  Advance,  as relevant,  when due and payable
        (the  difference  between  the amount due and the amount  paid being the
        "Shortfall")  then,  without limitation to all other rights and remedies
        in  respect  thereof,  the  Overdraft  Bank or the  Swingline  Bank,  as



                                       46
<PAGE>
        relevant, shall inform the Agent of such failure,  specifying the amount
        and  currency  of the  Shortfall  whereupon  the  Agent  shall  issue  a
        notification  (a  "Shortfall  Notification")  to the Banks  stating  the
        amount of the Shortfall.

7.2     Payment by Banks

        Following the issue of a Shortfall  Notification  each Bank shall pay to
        the Agent for the account of the Overdraft  Bank or the Swingline  Bank,
        as relevant,  an amount equal to the  proportion of the shortfall  which
        that  Bank's  Commitment  bears to the Total  Commitments  in respect of
        Facility A at that time. Such payments shall be made on the next Banking
        Day  following  the issuance of the  Shortfall  Notification  and shall,
        subject to clause 7.3, satisfy the amount due from the relevant Borrower
        in respect of which such Shortfall arose to the extent of such payments.

7.3     Indemnity  from   Borrowers  in  relation  to  Swingline   Advances  and
        Utilisations


        The Overdraft  Borrowers or the Swingline  Borrower (as the case may be)
        shall  indemnify the Banks on demand  against any amount payable by them
        under clause 7.2. The indemnity in this clause 7.3 shall be a continuing
        indemnity  notwithstanding any intermediate payment,  partial settlement
        or other matter  whatsoever  and shall be in addition to any security or
        other right the Banks may have  against  the  Overdraft  Borrowers,  the
        Swingline  Borrower  or any  other  Obligor  and  shall not be wholly or
        partly discharged,  varied or affected by any time or indulgence granted
        to or by the Banks or any other party or by any combination of accounts,
        set-off or other  agreement  between the Banks and the Overdraft Bank or
        the  Swingline  Bank,  as  relevant  in  respect of any amount due under
        clause  7.2 or by  anything  done or  omitted  which  would but for this
        provision  operate to exonerate the Overdraft  Borrowers,  the Swingline
        Borrower  or any other  Obligor.  The Banks shall not be obliged to make
        any claim or demand on any other person liable or to resort to any other
        Collateral Instrument or other document or other means of payment before
        enforcing  this  indemnity  against  the  Overdraft   Borrowers  or  the
        Swingline  Borrower  (as the case may be) and no other such action which
        the Banks do take in  connection  with any such  Collateral  Instrument,
        other  document  or other  means of payment  shall  discharge  reduce or
        otherwise  affect  the  liability  of  the  Overdraft  Borrowers  or the
        Swingline Borrower (as the case may be) under this clause 7.3.

7.4     Counter-indemnity for Swingline Letters of Credit

        (a)     The Swingline Borrower:

                (i)     agrees  to pay to  the  Agent  for  the  account  of the
                        Swingline  Bank,  for the  account of all Banks,  to the
                        extent that they have  complied  with their  obligations
                        under  clause  6.12,  on demand from the Agent an amount
                        equal  to  and in  the  same  currency  as  each  amount
                        demanded  in  accordance  with  paragraph  (b)  below in
                        respect of a Swingline Letter of Credit; and

                (ii)    undertakes to indemnify and hold harmless the Agent, the
                        Swingline  Bank  and each  Bank  from  and  against  all
                        liabilities,  costs, losses,  damages and



                                       47
<PAGE>
                        expenses  which  they  incur or  sustain by reason of or
                        arising in any way  whatsoever in connection  with or by
                        reference  to the issue of a Swingline  Letter of Credit
                        or the performance thereof.

        (b)     The  Swingline  Borrower  and  each  Bank   unconditionally  and
                irrevocably:

                (i)     authorises  and  directs the  Swingline  Bank to pay any
                        prima facie valid demand under and in accordance  with a
                        Swingline  Letter of Credit  (which the  Swingline  Bank
                        believes,  in its sole discretion,  to be valid) without
                        requiring  proof  of  the  agreement  of  the  Swingline
                        Borrower  or any Bank that the  amounts so  demanded  or
                        paid  are or  were  due  and  notwithstanding  that  the
                        Swingline  Borrower or any Bank may dispute the validity
                        of any such request, demand or payment;

                (ii)    confirms that the Swingline Bank deals in documents only
                        and  shall not be  concerned  with the  legality  of the
                        claim  or  any  other  underlying   transaction  or  any
                        set-off,   counterclaim   or  defence  as  between   the
                        Swingline  Borrower and any  beneficiary  of a Swingline
                        Letter of Credit;

                (iii)   agrees  that  neither the  Swingline  Bank nor any other
                        Bank need have  regard to the  sufficiency,  accuracy or
                        genuineness  of any such  demand or any  certificate  or
                        statement in connection  therewith or any  incapacity of
                        or limitation  upon the powers of any person  signing or
                        issuing such  demand,  certificate  or  statement  which
                        appears  on its  face to be in  order  and  agrees  that
                        neither the Swingline Bank nor any Bank shall be obliged
                        to enquire as to any such matters and may assume, unless
                        notified  to  the   contrary,   that  any  such  demand,
                        certificate or statement which appears on its face to be
                        in order is correct and properly made; and

                (iv)    without  prejudice  to  the  preceding   sub-paragraphs,
                        agrees that if the  Swingline  Bank pays any such demand
                        in accordance  with the terms of the relevant  Swingline
                        Letter  of  Credit  which is not  legally  payable  that
                        amount  shall  nevertheless  be  regarded as having been
                        properly paid for the purposes of this Agreement.

7.5     Rights of contribution and subrogation of Swingline Borrower

        Until  all  amounts  due  under  this  Agreement  have  been  fully  and
        irrevocably  discharged  and all amounts which are or may become payable
        by the Borrowers under or in connection with the Security Documents have
        been  irrevocably  paid in full,  the Swingline  Borrower  shall not, by
        virtue  of any  payment  made  by it  under  or in  connection  with  or
        referable to this clause 7 or  otherwise,  be  subrogated to any rights,
        security or moneys held or received by any Finance  Party or be entitled
        at any  time to  exercise,  claim or have the  benefit  of any  right of
        contribution  or subrogation or similar right against any Finance Party.
        All rights of  contribution  or similar rights arising in respect of any
        amount due under  this  Agreement  or in  connection  with the  Security
        Documents  against any Finance  Party are hereby waived by the Swingline
        Borrower.



                                       48
<PAGE>

7.6     Waiver of defences of Swingline Borrower

        The Swingline  Borrower agrees that its obligations  under this clause 7
        shall not be  affected by any act,  omission,  matter or thing which but
        for this  provision  might operate to release or otherwise  exonerate it
        from its obligations under this Agreement in whole or in part, including
        without limitation and whether or not known to it:

        (a)     any time or waiver  granted to or  composition  with any Finance
                Party,  any  beneficiary of a Swingline  Letter of Credit or any
                other person;

        (b)     any  taking,  variation,  compromise,  renewal or release of, or
                refusal or neglect to perfect or enforce,  any rights,  remedies
                or securities available to any Finance Party, or other person or
                arising under a Swingline Letter of Credit; or

        (c)     any variation or extension of or increase in liabilities under a
                Swingline Letter of Credit, so that references in this Agreement
                to Swingline Letters of Credit shall include each such extension
                and variation.

7.7     Continuing indemnity of Swingline Borrower

        This  shall be a  continuing  indemnity,  shall  extend to the  ultimate
        balance of the  obligations  and  liabilities of the Swingline  Borrower
        under this  clause 7 and shall  continue  in force  notwithstanding  any
        intermediate  payment  in  whole  or in  part  of  such  obligations  or
        liabilities.

7.8     Additional security

        The  obligations of the Swingline  Borrower under this clause 7 shall be
        in addition to and shall not be in any way  prejudiced by any collateral
        or other security now or hereafter held by any Finance Party as security
        or any lien to which such Finance Party may be entitled.

7.9     Preservation of rights

        No  invalidity or  unenforceability  of all or any part of this clause 7
        shall  affect any rights of  indemnity  or  otherwise  which any Finance
        Party  would or may have in the absence of or in addition to this clause
        7.

8       Repayment, prepayment and cancellation

8.1     Repayment of Revolving Credit Advances

        The relevant  Borrower  shall repay to the Agent each  Revolving  Credit
        Advance  on  its  Repayment   Date  in  the  currency  in  which  it  is
        denominated.  If a Revolving  Credit Advance (the "new Revolving  Credit
        Advance")  is to be  made on a day on  which  another  Revolving  Credit
        Advance  made to the  same  Borrower  (the  "maturing  Revolving  Credit
        Advance")  denominated in the same currency as the new Revolving  Credit
        Advance is due to be repaid then, subject to the terms of this Agreement
        and so long as the conditions  referred to in clause 3.2 shall have been
        satisfied  in  relation to



                                       49
<PAGE>
        the new Revolving  Credit  Advance,  (a) the maturing  Revolving  Credit
        Advance shall be deemed to have been repaid on its Repayment Date either
        in whole (if the new  Revolving  Credit  Advance  is equal to or greater
        than  the  maturing  Revolving  Credit  Advance)  or in part (if the new
        Revolving  Credit Advance is less than the maturing  Advance) and (b) to
        the extent that the maturing  Revolving  Credit  Advance is so deemed to
        have been  repaid,  the  principal  amount of the new  Revolving  Credit
        Advance to be made on such date shall be deemed to have been credited to
        the  account  of such  Borrower  by the  Agent on behalf of the Banks in
        accordance  with the terms of this Agreement and the Banks shall only be
        obliged to make  available to such Borrower a principal  amount equal to
        the  amount  by which  the new  Revolving  Credit  Advance  exceeds  the
        maturing Revolving Credit Advance. On the Termination Date in respect of
        the relevant Revolving Credit Facility, all outstanding Revolving Credit
        Advances  under such Revolving  Credit  Facility and other sums (if any)
        then owing under this Agreement in connection with such Revolving Credit
        Facility (other than the Conversion  Advance and sums relating  thereto)
        shall in any event be repaid or paid in full.

8.2     Repayment of Swingline Advances

        The Swingline  Borrower shall repay to the Swingline Bank each Swingline
        Advance on its  Repayment  Date and shall repay or discharge in full all
        outstanding  Swingline  Advances on the Termination  Date in relation to
        Facility A.

8.3     Repayment of the Conversion Advance

        The Conversion  Advance shall be repaid in full by a single repayment on
        the date falling 364 days after its Drawdown Date.

8.4     Voluntary prepayment

        The Borrowers may without premium or penalty prepay any Revolving Credit
        Advance  or the  Conversion  Advance  (in  whole  but not in part  only)
        subject to the provisions of this clause 8.

8.5     Additional voluntary prepayment

        The  Borrowers may (in whole but not in part only),  without  premium or
        penalty,  but without  prejudice to their obligations under clauses 5.8,
        10.5 and 16.2 if they have  become  obliged  to pay  additional  amounts
        under clause 10.5 or 16.2 to any Bank or a Substitute  Basis  applies by
        virtue of clause 5.8:

        (a)     prepay the Contribution to Advances of such Bank or, in the case
                of the  application  of a  Substitute  Basis,  prepay any Bank's
                Contribution to which such Substitute Basis applies; and

        (b)     pay an amount  equal to the maximum  possible  liability of such
                Bank under clause 7.1 in respect of the  Overdraft  Facility and
                the  Swingline  Facility  to the



                                       50
<PAGE>
        Agent to be held on a blocked account as cash collateral for that Bank's
        liabilities on terms satisfactory to the Agent (acting reasonably).

        Upon any notice of such  prepayment  being given,  the Commitment of the
        relevant  Bank shall be  reduced  to zero in  respect  of the  Revolving
        Credit  Facilities,  but such Bank's  obligations  under clauses 6 and 7
        shall remain in full force and effect until the Agent notifies such Bank
        that it is satisfied that cash collateral has been received under clause
        8.5(b) representing the full amount of that Bank's liabilities.

8.6     Mandatory prepayment/reduction

        (a)     The  Total  Commitments  in  respect  of  Facility  B  shall  be
                permanently  reduced  (and the  Parent  shall  procure  that the
                Conversion  Advance  is  prepaid)  by an  amount  equal  to  the
                Aggregate Net Proceeds of any External  Refinancing which are in
                excess of the amount of such  Aggregate  Net Proceeds  which are
                applied in mandatory prepayment of the Existing Group Facilities
                in accordance with the Existing Group Facilities Agreement.

        (b)     (i)     If the  Aggregate Net Proceeds of any Trade Sales and/or
                        Flotations  and/or Permitted  Restricted Asset Disposals
                        which  are  received  by  members  of the  Group  exceed
                        $10,000,000  (or its  equivalent)  in any  Fiscal  Year,
                        then,  save  to  the  extent  that  such  Aggregate  Net
                        Proceeds are subject to a valid  Reinvestment  Notice or
                        are  applied in  mandatory  prepayment  of the  Existing
                        Group   Facilities  and  any  External   Refinancing  in
                        accordance with the Existing Group Facilities Agreement,
                        any   External    Refinancing,    (subject   to   clause
                        8.6(b)(ii)), and the Total Commitments in respect of the
                        Revolving Credit Facilities shall be permanently reduced
                        (or the Parent shall procure that the Conversion Advance
                        is prepaid) by an amount  equal to 75 per cent.  of such
                        excess  Aggregate Net Proceeds such amount to be applied
                        pro-rata  between the  External  Refinancing  on the one
                        hand  and  the  Total  Commitments  and  the  Conversion
                        Advance on the other hand.  Any such pro rata  reduction
                        in the Total  Commitments  in respect  of the  Revolving
                        Credit  Facilities  shall be applied  first  against the
                        Facility  B Total  Commitments  and then,  if such Total
                        Commitments  are zero (and the  Conversion  Advance  has
                        been  prepaid in full),  applied  against the Facility A
                        Advances and Total Commitments.

                (ii)    If in the  circumstances set out in clause 8.6(b)(i) the
                        relevant  member  of the  Group is not  required  by the
                        terms of the External Refinancing to prepay the External
                        Refinancing  (or if so  required,  such  requirement  is
                        waived) the Group may retain the  pro-rata  share of the
                        Aggregate   Net  Proceeds   allocated  to  the  External
                        Refinancing by clause 8.6(b)(i) for its own account. If,
                        on the other hand, there is such a requirement to prepay
                        the External Refinancing,  then the Parent shall procure
                        that  any  such  pro-rata  reduction  of  such  External
                        Refinancing  is  immediately  effected by the prepayment
                        and  cancellation  of the  facilities  concerned  to the
                        extent necessary.




                                       51
<PAGE>
        (c)     (i)     Within 15 Banking  Days of  completion  of any  External
                        Refinancing  the Parent  shall give notice of the amount
                        of the  Aggregate  Net  Proceeds,  and the  amount to be
                        applied  towards  reducing  the  Total   Commitments  in
                        respect of Facility B and  prepayment of the  Conversion
                        Advance pursuant to clause 8.6(a):

                (ii)    Within 15 Banking Days of  completion of any Trade Sale,
                        Flotation or  Permitted  Restricted  Asset  Disposal the
                        Parent shall:

                        (A)     give  notice  of the  amount  of  the  resulting
                                Aggregate  Net Proceeds and the amount,  if any,
                                by which they exceed  $10,000,000 in that Fiscal
                                Year;

                        (B)     provide the Agent with a Reinvestment  Notice in
                                respect of such excess (if applicable) or in the
                                absence of such  Reinvestment  Notice shall give
                                notice  of  the  amount  of  the  Aggregate  Net
                                Proceeds  to be  applied  towards  reducing  the
                                Total   Commitments   and   prepayment   of  the
                                Conversion Advance pursuant to clause 8.6(b);

                        (C)     give notice of the amount of such  Aggregate Net
                                Proceeds  to be applied  towards  prepaying  the
                                Existing   Group   Facilities  or  the  External
                                Refinancing  or  a  statement  that  it  is  not
                                required to make such a prepayment in accordance
                                with clause 8.6(b)(ii).

                                To the extent that  pursuant to Clause 8.6(a) or
                                (b), a portion of such  Aggregate  Net  Proceeds
                                are to be  applied  towards  reducing  the Total
                                Commitments  and  prepayment  of the  Conversion
                                Advance they shall be so applied with  immediate
                                effect,  regardless  of any dispute  between the
                                Parent  and  the  Agent  as  to  the  amount  of
                                Aggregate  Net  Proceeds.  If the Parent and the
                                Agent subsequently agree a higher figure for the
                                amount  of  the  Aggregate  Net  Proceeds,   the
                                resulting   further   reduction   in  the  Total
                                Commitments shall have immediate effect.

                  (iii)    The Aggregate Net Proceeds of a relevant event which
                           are the subject of a valid Reinvestment Notice may be
                           applied in or towards a permitted application within
                           6 months of the relevant event.

                  (iv)     The Parent shall procure that the relevant pro rata
                           share of any unapplied Aggregate Net Proceeds of a
                           relevant event are applied in reducing the Total
                           Commitments and prepaying the Conversion Advance in
                           accordance with Clause 8.6(b) as if they had not been
                           subject to a Reinvestment Notice.





                                       52
<PAGE>

                For the purposes of this Clause 8.6:

                (i)     a "relevant event" means any Trade Sale and/or Flotation
                        and/or Permitted Restricted Asset Disposals;

                (ii)    "unapplied  Aggregate Net Proceeds" means, in respect of
                        a relevant event those  Aggregate Net Proceeds (or their
                        Sterling   equivalent   at  the  date  of  receipt,   if
                        denominated  in a currency  other than Sterling) of such
                        relevant   disposal   which  are   subject  to  a  valid
                        Reinvestment  Notice  and  which,  as at the  end of the
                        period of six  months  after  the date of such  relevant
                        receipt  (or,  if  earlier,  as at the date on which the
                        Parent  notifies  the  Agent  that the  Group no  longer
                        intends and expects to use all or the  relevant  portion
                        of  the  Aggregate  Net  Proceeds  concerned  towards  a
                        permitted  application)  have  not  been  applied  in  a
                        permitted application;

                (iii)   a "permitted application" means, in respect of Aggregate
                        Net  Proceeds  of a relevant  event,  their  application
                        within 6  months  of their  receipt  by a member  of the
                        Group in funding a Permitted  Acquisition or reimbursing
                        any  relevant  member of the Group for  amounts  paid in
                        completing a Permitted Acquisition no more than 6 months
                        prior to such receipt;

                (iv)    a  "Reinvestment  Notice" means, in respect of Aggregate
                        Net  Proceeds  of a relevant  event,  a notice  from the
                        Parent  and  received  by the Agent  not  later  than 15
                        Banking  Days after the  receipt of such  Aggregate  Net
                        Proceeds  by a member of the Group which  confirms  that
                        the relevant  member of the Group intends and expects to
                        use all or a  relevant  portion  of such  Aggregate  Net
                        Proceeds  of the  relevant  event  concerned  towards  a
                        permitted application.

        (d)     The Parent shall  procure that an amount equal to the amount (if
                any)  required  to be applied in  prepayment  of the  Conversion
                Advance or in repayment of Revolving Credit Advances,  Swingline
                Advances   or   Utilisations   in  order   that  the   aggregate
                outstandings  under  this  Agreement  do not  exceed  the  Total
                Commitments  as so reduced shall be paid to the Agent  forthwith
                following  receipt  to be held on deposit  until such  amount is
                applied under clause 8.6(e) below.

        (e)     The amount  deposited  pursuant to paragraph  (d) above shall be
                applied in repayment of Advances as follows:

                (i)     on Repayment  Dates or Interest  Payment  Dates  falling
                        after  the date  upon  which  the  relevant  amount  was
                        deposited  with the Agent  beginning with the first such
                        date and continuing until the repayment obligation under
                        paragraph (d) above has been satisfied; and



                                       53
<PAGE>

                (ii)    if on any  Repayment  Date upon which an amount is to be
                        applied in mandatory repayment:

                        1)      such  amount  is less  than  the  amount  of the
                                Revolving  Credit  Advances  whose  Term ends on
                                such date,  the Parent may select  against which
                                Revolving  Credit  Advance or  Revolving  Credit
                                Advances  the  repayment  is to be made  and the
                                proportion  of the relevant  amount to be repaid
                                on  each  Revolving  Credit  Advance  but  shall
                                ensure that the full amount of the Aggregate Net
                                Proceeds required to be applied is so applied in
                                repayment when received;

                        2)      such amount received is equal to or greater than
                                the  amount  of the  Revolving  Credit  Advances
                                whose Term ends on such date,  the Parent  shall
                                procure  the  repayment  of each such  Revolving
                                Credit Advance on such date.

        (f)     The Parent will procure the  conversion  of the funds to be used
                in  repayment  under this  clause 8.6 into the  currency  of the
                amount or amounts  to be repaid  prior to paying the same to the
                Agent pursuant to clause 8.6(d).

        (g)     If repayments  made pursuant to clauses  8.6(d) and 8.6(e) above
                are insufficient to reduce the aggregate outstandings under this
                Agreement to the level of the Total Commitments, then the Parent
                shall   procure  the   repayment  of   Swingline   Advances  and
                Utilisations or the discharge of Swingline  Letters of Credit in
                order to reduce the  outstandings  under this  Agreement  to the
                level of the Total Commitments.

        (h)     The First  Drawdown  Date  must be on or before 30 August  2000,
                failing  which  the Total  Commitments  shall  automatically  be
                cancelled in full.

        (i)     If a Consent  Notice is delivered in  satisfaction  of condition
                precedent   (a)  in  part  B  of  schedule  4,  then  the  Total
                Commitments  in  respect of each of  Facility  A and  Facility B
                shall  automatically  be reduced by  $125,000,000  (an aggregate
                reduction  of  $250,000,000)  and the  Commitment  of each  Bank
                reduced  proportionately  and  the  Swingline  Facility  and the
                Overdraft  Facility (and the  Commitments  of the Swingline Bank
                and the  Overdraft  Bank) shall  automatically  be  cancelled in
                full. For the avoidance of doubt,  no such reduction shall occur
                where a Unanimous Consent Notice is delivered in satisfaction of
                such condition precedent.

        (j)     If the  condition in clause 3.1(b) is not satisfied by 30 August
                2000, then the Total  Commitments in respect of Facility A shall
                automatically   be  reduced  by   $100,000,000   and  the  Total
                Commitments  in respect of  Facility  B shall  automatically  be
                reduced by  $50,000,000  and the Commitment of each Bank reduced
                proportionately.




                                       54
<PAGE>

8.7     Amounts payable on prepayment

        Any  prepayment  under this  Agreement  shall be made in the currency in
        which the  relevant  Advance  is then  denominated  together  with:  (a)
        accrued  interest to the date of prepayment;  (b) any additional  amount
        payable under clauses 10.5, 16.2 or 16.5; and (c) all other sums payable
        by the  Borrowers to the relevant Bank under this  Agreement  including,
        without  limitation,  any accrued  commitment  commission  payable under
        clause 9.1(c) and any amounts payable under clause 15.1.

8.8     Notice of prepayment

        No  prepayment  may be  effected  under  clause  8.4 or 8.5  unless  the
        relevant  Borrower  shall have given the Agent at least 5 Banking  Days'
        notice  of its  intention  to make  such  prepayment.  Every  notice  of
        prepayment shall be effective only on actual receipt by the Agent, shall
        be  irrevocable  and shall  oblige the  relevant  Borrower  to make such
        prepayment on the date  specified.  Amounts  prepaid under clause 8.4 or
        8.5 may be re-drawn under this Agreement.

8.9     Cancellation of Commitments

        The Parent may at any time during the Availability  Period in respect of
        the relevant Revolving Credit Facility by notice to the Agent (effective
        only on actual  receipt)  cancel with effect from a date not less than 5
        Banking  Days after the receipt by the Agent of such notice the whole or
        any part  (being  $5,000,000  or any  larger  sum  which is an  integral
        multiple  of  $1,000,000)  of the Total  Commitments  in  respect of the
        Revolving Credit Facility concerned without penalty.  Any such notice of
        cancellation,   once  given,   shall  be   irrevocable   and  upon  such
        cancellation  taking effect the Commitment of each Bank shall be reduced
        proportionately.

8.10    Allocation of reduction of commitments

        If the  Commitments  in  respect  of  Facility  A are to be  reduced  or
        cancelled in part (but not in whole)  pursuant to any  provision of this
        Agreement  such  reduction  shall be allocated  against  Facility A, the
        Swingline  Facility  and the  Overdraft  Facility  as the  Parent  shall
        specify   and  the   Commitment   of  each   Bank   shall   be   reduced
        proportionately.

9       Fees and expenses

9.1     Fees

        The Parent shall pay to the Agent whether or not any Advance is drawn or
        any Utilisation made:

        (a)     Arrangement fee

                for the  account  of the  Arrangers,  an  arrangement  fee of an
                amount  agreed  between the Parent and the Arrangers in a letter
                dated  the same date as this  Agreement,  such fee to be paid on
                the basis stipulated in such letter;



                                       55
<PAGE>

        (b)     Agency fee

                on first  Drawdown  and on each  anniversary  thereof  until all
                moneys owing under this  Agreement  have been paid in full,  for
                the  account  of the Agent,  an agency  fee of an amount  agreed
                between the Parent and the Agent in a letter dated the same date
                as this Agreement; and

        (c)     Commitment Commission

                (i)     on the dates falling at three month  intervals after the
                        date  of  this  Agreement  and  on the  last  day of the
                        Availability  Period in respect of each Revolving Credit
                        Facility,  for  the  account  of each  Bank,  commitment
                        commission computed in the following manner:

                        (A)     in respect of  Facility A, at the rate per annum
                                equal to the  lesser of (i) 0.425 per cent.  and
                                (ii) 50 per cent.  of the Margin  applicable  on
                                each day of the period for which the  commitment
                                commission is calculated (such rate changing, if
                                relevant,  on the day that financial  statements
                                are  delivered  to the Agent  pursuant to clause
                                12.1)  on  the  daily  undrawn  and  uncancelled
                                amount of such Bank's  Commitment  in respect of
                                Facility A; and

                        (B)     in  respect of  Facility  B, at the rate of 0.25
                                per cent.  per annum on the  daily  undrawn  and
                                uncancelled  amount  of such  Bank's  Commitment
                                under Facility B; and

                (ii)    if a  Revolving  Credit  Advance  is  outstanding  in an
                        Optional Currency, the amount of the Commitments treated
                        as  drawn  for the  purpose  of  calculating  commitment
                        commission  shall be the Dollar Amount of such Revolving
                        Credit Advance;

        (d)     Conversion Fee

                on  date  of its  exercise  of the  Conversion  Option,  for the
                account of the Banks pro rata to their Commitments in respect of
                Facility  B, a fee  equal to 0.05 per  cent.  of the  Conversion
                Advance;

        (e)     Swingline Bank Fee

                on the dates  falling at quarterly  intervals  after the date of
                this  Agreement  and on  the  Termination  Date  in  respect  of
                Facility A, for the account of the  Swingline  Bank, a Swingline
                Bank fee and  Swingline  Letter of Credit fee of amounts  agreed
                between the Parent and the Swingline  Bank in a letter dated the
                same date as this Agreement; and

        (f)     Overdraft Bank Fee

                on the dates  falling at quarterly  intervals  after the date of
                this  Agreement  and on  the  Termination  Date  in  respect  of
                Facility A, for the account of the



                                       56
<PAGE>

                Overdraft  Bank,  an  Overdraft  Bank  fee of an  amount  agreed
                between the Parent and the Overdraft  Bank in a letter dated the
                same date as this Agreement.

9.2     Expenses

        The Parent shall pay to the Agent on demand:

        (a)     all  reasonable   expenses   (including   legal,   printing  and
                out-of-pocket  expenses)  incurred  by the  Finance  Parties  in
                connection  with the  negotiation,  preparation and execution of
                this Agreement,  the Security Documents,  the syndication of the
                Facilities,  the preparation and distribution of the Information
                Memorandum and of any amendment or extension of, or the granting
                of any waiver or consent  under,  this Agreement or the Security
                Documents; and

        (b)     all  expenses  (including  legal  and  out-of-pocket   expenses)
                incurred by the Finance Parties or any of them in  contemplation
                of,  or  otherwise  in  connection   with,  the  enforcement  or
                attempted   enforcement   of,  or   preservation   or  attempted
                preservation  of any rights  under,  this  Agreement  and/or the
                Security Documents (including,  without limitation, the fees and
                expenses of accountants or other experts incurred in relation to
                any  investigation  into the affairs of the Group  provided that
                such fees shall not be  payable  by the Parent if a Default  has
                not  occurred) or otherwise in respect of the moneys owing under
                this  Agreement  and/or the Security  Documents,  together  with
                interest at the rate  referred to in clause 5.5 from the date on
                which such  expenses  were notified to the Parent to the date of
                payment (as well after as before judgment).

9.3     Value Added Tax

        All fees and  expenses  payable  pursuant to this clause 9 shall be paid
        together  with an amount  equal to any value  added tax  payable  by the
        Finance  Parties in respect of such fees and  expenses.  Any value added
        tax  chargeable  in  respect of any  services  supplied  by the  Finance
        Parties  under this  Agreement  shall,  on delivery of a value added tax
        invoice,  be paid in  addition  to any sum  agreed to be paid under this
        Agreement.

9.4     Stamp and other duties

        The  Parent  shall pay all  stamp,  documentary,  registration  or other
        similar duties or Taxes (including any duties or Taxes (other than Taxes
        on overall  net income of the Finance  Parties)  payable by, or assessed
        on, the Finance Parties) imposed on or in connection with this Agreement
        and/or the Security  Documents or the Facilities and shall indemnify the
        Finance Parties against any liability  arising by reason of any delay or
        omission by the Borrowers to pay such duties or Taxes save for any stamp
        duty payable as a result of any transfer pursuant to clause 18.

10      Payments and Taxes; accounts and calculations

10.1    No    set-off    or    counterclaim;    distribution    to   the   Banks



                                       57
<PAGE>
        Subject  to  clauses  10.5  and  10.6,  all  payments  to be made by the
        Borrowers  under this Agreement  and/or the Security  Documents shall be
        made in full,  without any set-off or  counterclaim  whatsoever and free
        and clear of any deductions or withholdings,  in Dollars or the relevant
        Optional Currency (except for costs,  charges or expenses which shall be
        payable in the  currency in which they are  incurred) on the due date in
        immediately  available  cleared  funds to the account of the Agent,  the
        Swingline  Bank or the Overdraft  Bank (as relevant) at such bank as the
        Agent,  the Swingline  Bank or the Overdraft Bank (as relevant) may from
        time to time specify for this purpose.  Save where this Agreement and/or
        the Security  Documents provide for a payment to be made for the account
        of a particular Bank  (including,  without  limitation,  clauses 8.5, 9,
        10.5, 15.1, 15.2, 16.1 and 16.2 in which case the Agent shall distribute
        the relevant  payment to the Bank  concerned,  or for the account of the
        Swingline  Bank  or the  Overdraft  Bank),  payments  to be  made by the
        Borrowers  under this Agreement  and/or the Security  Documents shall be
        for  the  account  of all  the  Banks  and  the  Agent  shall  forthwith
        distribute  such  payments in like funds as are received by the Agent to
        the  Banks   rateably   in   accordance   with  their   Commitments   or
        Contributions, as the case may be.

10.2    Payments by the Banks

        All  sums to be  advanced  by the  Banks  to the  Borrowers  under  this
        Agreement shall be remitted in Dollars or the relevant Optional Currency
        in immediately  available cleared funds on the relevant Drawdown Date to
        the account of the Agent at such bank as the Agent may have  notified to
        the Banks  and shall be paid by the Agent on such date in like  funds as
        are  received  by the  Agent to the  account  of the  relevant  Borrower
        specified in the relevant Drawdown Notice.

10.3    Non-Banking Days

        When any payment under this  Agreement  would  otherwise be due on a day
        which is not a Banking Day, the due date for payment  shall be postponed
        to the next  following  Banking Day unless such Banking Day falls in the
        next  calendar  month  in  which  case  payment  shall  be  made  on the
        immediately preceding Banking Day.

10.4    Agent may assume receipt

        Where any sum is to be paid  under this  Agreement  to the Agent for the
        account  of another  person,  the Agent may  assume,  unless it has been
        notified to the contrary in writing,  that the payment will be made when
        due and may (but shall not be obliged to) make such sum available to the
        person so  entitled.  If it proves to be the case that such  payment was
        not made to the  Agent,  then the  person  to whom  such sum was so made
        available  shall on request  refund such sum to the Agent  together with
        interest  thereon  sufficient  to  compensate  the Agent for the cost of
        making  available  such  sum up to the  date of such  repayment  and the
        person by whom such sum was payable  shall  indemnify  the Agent for any
        and all loss or  expense  which  the  Agent  may  sustain  or incur as a
        consequence of such sum not having been paid on its due date.

10.5    Grossing-up for Taxes



                                       58
<PAGE>

        If at any  time any  Borrower  is  required  to make  any  deduction  or
        withholding  in respect of Taxes  (excluding  Taxes or  Taxation  on the
        overall net income,  profits or gains of a Finance  Party imposed in the
        jurisdiction  in  which  its  principal  or  lending  office  under  the
        Agreement is located) from any payment due under this  Agreement  and/or
        the Security  Documents  for the account of any Finance Party (or if the
        Agent is  required  to make any such  deduction  or  withholding  from a
        payment  to any  Arranger  or a Bank),  the sum due  from  the  relevant
        Borrower in respect of such payment  shall,  subject to clause 10.6,  be
        increased to the extent  necessary  to ensure that,  after the making of
        such  deduction or  withholding,  each Finance Party receives on the due
        date for such payment (and  retains,  free from any liability in respect
        of such  deduction or  withholding)  a net sum equal to the sum which it
        would have received had no such deduction or  withholding  been required
        to be made and that Borrower shall  indemnify each Finance Party against
        any losses or costs  incurred by any of them by reason of any failure of
        that Borrower to make any such  deduction or withholding or by reason of
        any  increased  payment not being made on the due date for such payment,
        save  only  to  the  extent  that  such  failure  by  that  Borrower  is
        attributable  to a breach by a Finance  Party of the  warranty in clause
        10.7 or of its  obligation  promptly to notify that Borrower of a change
        in its status  pursuant to clause 10.7.  Such  Borrower  shall  promptly
        deliver  to  the  Agent  any  receipts,   certificates  or  other  proof
        evidencing  the  amounts (if any) paid or payable in respect of any such
        deduction or withholding  (other than a deduction or withholding made by
        the Agent).

10.6    Exceptions to gross-up

        (a)     If any Bank is not or ceases to be a Qualifying  Bank then (save
                in circumstances  where such Bank ceases to be a Qualifying Bank
                by  reason  of  any  change  in  law  or  regulation  or in  its
                application or interpretation,  in each case taking effect after
                the date of this Agreement) the Borrowers shall not be liable to
                pay to that Bank under  clause 10.5 any sum in excess of the sum
                they  would have been  obliged to pay if that Bank had been,  or
                had not ceased to be, a Qualifying Bank.

        (b)     No Obligor  incorporated in the United States or resident in the
                United  States for tax  purposes  shall be  required  to pay any
                additional amount on account of any taxes of, or imposed by, the
                United  States  pursuant to clause 10.5 to any Bank if such Bank
                is not  entitled on the date on which it becomes a party to this
                Agreement to submit  Internal  Revenue Service Form W-8BEN (with
                respect to a complete  exemption under an income tax treaty) (or
                any successor  thereto) or Internal  Revenue Service Form W-8ECI
                (or any  successor  thereto)  so as to meet its  obligations  to
                submit such a form or other certificate  pursuant to clause 10.8
                or if  such  Bank  otherwise  fails  to  submit  such a form  or
                certificate  that it is  required  to submit  pursuant to clause
                10.8.

        (c)     (i)     Any Bank which is a  Qualifying  Bank  within  paragraph
                        (b)(ii) of the definition of Qualifying  Bank shall,  as
                        soon as reasonably  practicable and permissible after it
                        becomes a party to this Agreement submit to the relevant
                        tax authorities in the country of residence of such Bank
                        the relevant  form required for the purpose of obtaining
                        a direction from the





                                       59
<PAGE>

                        Inland  Revenue,  or (as the case may require) submit to
                        the Agent  the  relevant  declaration  to  secure,  that
                        payment  made may be made by each  relevant  Borrower or
                        (as  the  case  may  require)  the  Agent   without  any
                        deduction  in respect of United  Kingdom  tax and if any
                        Bank fails to comply with such  obligation  the Borrower
                        shall not be obliged  to pay to such Bank  under  clause
                        10.5 any sum in excess  of the sum  which it would  have
                        been  required to pay to such Bank had it complied  with
                        the obligation in this clause 10.6(c)(i).

                (ii)    Any Bank which is a Qualifying Bank within paragraph (c)
                        of the definition of Qualifying  Bank shall,  as soon as
                        reasonably  practicable and permissible after it becomes
                        a  Qualifying  Bank by  virtue of  paragraph  (c) of the
                        definition  of  Qualifying  Bank  and  ceases  to  be  a
                        Qualifying  Bank by virtue of paragraph (a) or (b)(i) of
                        the definition of Qualifying  Bank or becomes a party to
                        this  Agreement  (whichever  is the later) submit to the
                        relevant tax  authorities in the country of residence of
                        such Bank the relevant  form required for the purpose of
                        obtaining a direction  from the Inland  Revenue,  or (as
                        the case may  require)  submit to the Agent the relevant
                        declaration to secure,  that payment made may be made by
                        each relevant  Borrower or (as the case may require) the
                        Agent without any deduction in respect of United Kingdom
                        tax and if any Bank fails to comply with such obligation
                        the  Borrower  shall not be  obliged to pay to such Bank
                        under  clause 10.5 any sum in excess of the sum which it
                        would  have  been  required  to pay to such  Bank had it
                        complied with the obligation in this clause 10.6(c)(i).

        (d)     No Bank is  obliged  to deliver  any form or  declaration  under
                clause  10.6(c)  if the Bank is unable to  complete  the form or
                declaration  in a manner  which will enable the  Borrower (or as
                the case may  require)  the Agent to make  payment  to that Bank
                without  deduction  or  withholding  in  respect of Taxes in the
                United Kingdom as a result of the  introduction of or any change
                in or in the  interpretation  or  application  by  any  relevant
                authority  of, any law,  treaty or  regulation  or any  practice
                position or  concession  of the United  Kingdom  Inland  Revenue
                after the date of this Agreement.

        (e)     (i)     Subject  to  clause  10.6(e)(ii)  below,  if  any  forms
                        previously  delivered under sub-paragraph (i) or (ii) of
                        paragraph (d) of the definition of Qualifying Bank shall
                        have expired, become obsolete,  invalid or inaccurate in
                        any  respect  which  has  resulted  in the  loss  of any
                        applicable  exemption from  withholding  and, (where the
                        reason for such  obsolescence,  invalidity or inaccuracy
                        is a change in, or in the  interpretation or application
                        of, or the introduction of any law or regulation in each
                        case  after the date of this  Agreement)  following  not
                        less than thirty  days' prior  written  notice from each
                        relevant  US  Borrower  to the Agent (as to such bank or
                        financial   institution),   such   bank   or   financial
                        institution  shall not have  delivered  to the Agent and




                                       60
<PAGE>

                        such Borrower one or more then currently effective forms
                        described  under  such  sub-paragraph  (i) or (ii),  the
                        relevant  US  Borrower  shall not be obliged to pay such
                        Bank  under  clause  10.5 any sum in  excess  of the sum
                        which it would  have been  required  to pay to such Bank
                        had  such   forms  not  become   obsolete,   invalid  or
                        inaccurate.

                (ii)    Clause 10.6(e)(i) shall not apply to a bank or financial
                        institution  which shall have been a Qualifying  Bank by
                        virtue of paragraph (d) of the  definition of Qualifying
                        Bank  when it became a party to this  Agreement  if such
                        Qualifying  Bank is not  legally  able to  deliver  such
                        currently   effective   forms   described   under   such
                        sub-paragraph  (i)  or  (ii)  of  paragraph  (d)  of the
                        definition of Qualifying Bank.

10.7    Qualifying Banks

        (a)     Each Bank warrants that it is a Qualifying Bank.

        (b)     Each Bank which makes an Advance to a UK Borrower  warrants that
                it is a  Qualifying  Bank  by  virtue  of  paragraph  (a) of the
                definition of Qualifying Bank.

        (c)     Each Bank agrees  promptly to notify the Agent and the Borrowers
                if it ceases,  or intends to cease, to be a Qualifying Bank, or,
                if it derives its status,  or intends to derive its status, as a
                Qualifying  Bank from a different  paragraph or sub paragraph of
                the definition of Qualifying Bank.

        (d)     Subject to clause 10.7(e), each Bank which makes an Advance to a
                UK  Borrower  agrees  that it will not  cease to be  within  the
                charge to UK corporation tax as respects any interest payable on
                that  Advance,  as long as that Borrower is a UK Borrower and is
                obliged  under this  Agreement  to pay  interest to such Bank in
                respect of an Advance made by that Bank to that Borrower.

        (e)     In the event that the Parent and the Agent  (acting  reasonably)
                agree that interest  paid under this  Agreement by a UK Borrower
                to a Bank is not treated as a distribution  for UK Tax purposes,
                clause 10.7(d) shall not apply.

10.8    US Tax forms

        (a)     Except as otherwise agreed by the Parent,  each Bank (other than
                a Bank  organised  under the federal laws of, or the laws of any
                of, the United  States of America or the  District of  Columbia)
                shall,  subject  to  paragraph  (c)  below,  deliver  to each US
                Borrower and the Agent within 30 days from the date it becomes a
                party to this  Agreement  (and  prior to the  expiry of any such
                form  previously  provided  by  that  Bank),  two  accurate  and
                complete  original signed copies of US Internal  Revenue Service
                Form  W-8BEN  (with  respect  to a complete  exemption  under an
                income tax treaty) or W-8ECI,  whichever  is  applicable  or any
                successor or  additional  form  allowing the US Borrower to make
                payments  to that  Bank  without  deduction  or  withholding  in
                respect  of



                                       61
<PAGE>

                federal income tax in the United States of America provided that
                W-8BEN or W-8ECI (or  successor  forms)  shall be  delivered  no
                later  than the first  Repayment  Date after the  relevant  Bank
                becomes a party to this Agreement.

        (b)     Except  as  otherwise  agreed by the  Parent,  each Bank that is
                organised  under the federal laws of, or the laws of any of, the
                United  States of America or the  District  of  Columbia  shall,
                subject to paragraph (c) below,  deliver to each US Borrower and
                the Agent  within  30 days  from the date it  becomes a party to
                this  Agreement  (and  prior  to the  expiry  of any  such  form
                previously  provided  by the Bank)  two  accurate  and  complete
                original  copies of duly  executed US Internal  Revenue  Service
                Forms W-9 or any successor to such form.

        (c)     No Bank is obliged to deliver any form(s)  under clause  10.6(b)
                or paragraph  (a) or (b) above if the Bank is unable to complete
                the  form(s) in a manner  which will  enable the US  Borrower to
                make payments to that Bank without  deduction or  withholding in
                respect of Taxes in the United  States of America as a result of
                the  introduction of or any change in, or in the  interpretation
                or application by any relevant  authority of, any law, treaty or
                regulation  or any  practice,  position or  concession of the US
                Internal Revenue Service after the date of this Agreement.

        (d)     The  Agent  agrees  that it  will  furnish  on the  date of this
                Agreement  (and prior to the expiry of any such form  previously
                provided by the Agent) to each US Borrower, with respect to fees
                payable to it, two accurate and complete  original signed copies
                of  either  (i)  Internal   Revenue  Service  Forms  W-8ECI  (or
                successor  form) (if the services are performed by a US branch),
                or (ii) a statement that the services will be performed entirely
                outside the US, or, if  appropriate,  Internal  Revenue  Service
                Form W-8BEN  (establishing a complete  exemption under an income
                tax treaty) with respect to those services.

10.9    Claw-back of tax benefit

        If  following  any such  deduction or  withholding  as is referred to in
        clause  10.5 any Bank shall  receive  or be granted a credit  against or
        remission for any Taxes  payable by it, such Bank shall,  subject to the
        relevant  Borrower having made any increased  payment in accordance with
        clause  10.5  and  to the  extent  that  such  Bank  can  do so  without
        prejudicing  the retention of the amount of such credit or remission and
        without  prejudice  to the right of such Bank to obtain any other relief
        or allowance  which may be available to it,  reimburse the Borrower with
        such amount as the Bank shall in its absolute discretion (acting in good
        faith)  certify to be the proportion of such credit or remission as will
        leave that Bank (after such  reimbursement) in no worse position than it
        would have been in had there been no such deduction or withholding  from
        the payment by the Borrower.  Such reimbursement shall be made forthwith
        upon such Bank certifying that the amount of the credit or remission has
        been received by it. Nothing  contained in this  Agreement  shall oblige
        any Bank to  rearrange  its tax affairs or to disclose  any  information
        regarding  its tax affairs and  computations.  Without  prejudice to the
        generality of the foregoing, no Borrower shall, by virtue of this clause
        10.9, be entitled to enquire about any Bank's tax affairs.



<PAGE>

10.10   Bank accounts

        Each Bank, the Swingline Bank and the Overdraft Bank, shall maintain, in
        accordance with its usual practices,  an account or accounts  evidencing
        the  amounts  from time to time  lent by,  owing to and paid to it under
        this Agreement.  The Agent shall maintain a control account showing each
        Revolving  Credit  Advance and other sums owing by the  Borrowers  under
        this Agreement and all payments in respect thereof made by the Borrowers
        from time to time. The control account for the Overdraft  Facility shall
        be  maintained  by the  Overdraft  Bank and the control  account for the
        Swingline  Facility  shall be  maintained  by the  Swingline  Bank.  The
        control accounts shall, in the absence of manifest error, be prima facie
        evidence  of the amount from time to time owing by the  Borrowers  under
        this Agreement.

10.11   Partial payments

        If,  on any date on which a payment  is due to be made by the  Borrowers
        under this Agreement and/or the Security Documents,  the amount received
        by the Agent from the  Borrowers  falls short of the total amount of the
        payment  due to be made by the  Borrowers  on such  date  then,  without
        prejudice to any rights or remedies available to the Agent and the Banks
        under this  Agreement  and/or the  Security  Documents,  the Agent shall
        apply the amount  actually  received  from the  Borrowers  in or towards
        discharge of the  obligations  of the Borrowers  under this Agreement in
        the  following  order,   notwithstanding   any  appropriation  made,  or
        purported to be made, by the Borrowers:

        (a)     firstly,  in or towards  payment,  on a pro rata  basis,  of any
                unpaid fees, costs and expenses of the Agent and/or the Security
                Trustee under this Agreement and/or the Security Documents;

        (b)     secondly,  in or towards payment to the Arrangers of any portion
                of the  arrangement  fee payable  under clause  9(1)(a)  remains
                unpaid;

        (c)     thirdly,  in or towards  payment to the  Swingline  Bank and the
                Overdraft  Bank, on a pro rata basis,  of any Swingline Bank Fee
                and Overdraft Bank Fee payable under clauses 9.1(d), (e) and (f)
                which remains unpaid;

        (d)     fourthly,  in or towards  payment  to the  Banks,  on a pro rata
                basis, of any accrued commitment commission payable under clause
                9.(1)(c)  which  shall have  become due and  payable but remains
                unpaid;

        (e)     fifthly,  in or towards payment to the Banks, the Swingline Bank
                and the  Overdraft  Bank,  on a pro rata  basis,  of any accrued
                interest or Swingline  Letter of Credit  Commission  which shall
                have become due and payable but remains unpaid;

        (f)     sixthly,  in or towards payment to the Banks, the Swingline Bank
                and the Overdraft  Bank,  on a pro rata basis,  of any principal
                which shall have become due and payable but remains unpaid; and



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<PAGE>

        (g)     seventhly,  in or towards  payment of any other sum which  shall
                have become due but remains  unpaid (and,  if more than one such
                sum so remains unpaid, on a pro rata basis).

                The order of application  set out in this clause  10.11(d) - (g)
                shall be varied by the Agent if the Banks so direct, without any
                reference to, or consent or approval from, the Borrowers.

10.12   Calculations

        All interest and other payments of an annual nature under this Agreement
        shall  accrue from day to day and be  calculated  on the basis of actual
        days  elapsed  and (in the case of  Sterling) a 365 day year and (in the
        case of currencies  other than  Sterling) a 360 day year. In calculating
        the actual  number of days  elapsed in a period which is one of a series
        of consecutive  periods with no interval between them or a period on the
        last day of  which  any  payment  falls  to be made in  respect  of such
        period,  the first day of such period shall be included but the last day
        excluded.

10.13   Certificates

        Any certificate or  determination of any Finance Party as to any rate of
        interest  or any amount  payable  under  this  Agreement  shall,  in the
        absence  of  manifest  error,  be prima  facie  evidence  of the rate of
        interest or amount payable.

10.14   Effect of monetary union

        If the country of any national currency in which any amount is expressed
        to be payable under this Agreement participates in Economic and Monetary
        Union in accordance with Article 109j of the Treaty, then:

        (a)     any amount  expressed to be payable under this Agreement in that
                national  currency shall be made in that national currency or in
                euro,  as designated  by the Agent after  consultation  with the
                Parent and the Banks;

        (b)     any amount so  required  to be paid in euro  shall be  converted
                from that national  currency at the rate stipulated  pursuant to
                Article  109l(4) of the Treaty and payment of the amount in euro
                derived from such  conversion  shall discharge the obligation of
                the  relevant  party to pay such  national  currency  amount  in
                accordance with, and subject to, the Regulation(s) made pursuant
                to Article 109l(4) of the Treaty;

        (c)     after consultation with the Parent and the Banks the Agent shall
                be  entitled  to  make  such  amendments  to this  Agreement  as
                necessary to take account of monetary  union and any  consequent
                changes in market  practices  (whether as to the  settlement  or
                rounding  of   obligations,   the  calculation  of  interest  or
                otherwise  howsoever)  provided  that such  amendments  will not
                create  obligations  for the  Borrowers  which  have an  overall
                financial  impact  that is  materially  more  onerous  than  the
                obligations created by this Agreement.



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                Any  amendment  so made to this  Agreement by the Agent shall be
                promptly  notified  to the Banks and the Parent by the Agent and
                shall  be  binding  on all  the  Finance  Parties  and  all  the
                Borrowers.

10.15   Continuation of the Conversion Advance in Sterling or euros

        Where the Conversion  Advance is outstanding  during an Interest  Period
        (the "first period") in Sterling or euros, the Agent shall determine the
        equivalent  in  Sterling  or,  as the case may be,  euros of the  Dollar
        Amount of the  Conversion  Advance on the second  Banking Day before the
        beginning of the succeeding  Interest  Period and if such  equivalent so
        determined falls short of the amount of Sterling or, as the case may be,
        euros  outstanding  at the  beginning of the first period by more than 3
        per cent the Parent shall  forthwith pay to the Agent for the account of
        the Banks an amount in Sterling  or, as the case may be,  euros equal to
        such shortfall.

11      Representations and warranties

11.1    Representations and warranties

        Each Borrower makes the following representations and warranties to each
        of the Finance Parties:

        (a)     Due  incorporation:  the Obligors and the Material  Subsidiaries
                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 limited
                liability  companies and have power to carry on their respective
                businesses  as they are now  being  conducted  and to own  their
                respective property and other assets;

        (b)     Corporate power: each Obligor has power to execute,  deliver and
                perform its  obligations  under this  Agreement and the Security
                Documents  to  which  it is a  party  and  (in  the  case of the
                Borrowers) to borrow the Commitments;  all necessary  corporate,
                shareholder  and other action has been taken (or, in the case of
                the Security Documents,  will be taken prior to their execution)
                to authorise the execution, delivery and performance of the same
                and no  limitation on the powers of the Borrowers to borrow will
                be exceeded as a result of borrowings under this Agreement or on
                the powers of the Guarantors to give guarantees will be exceeded
                as a result of the Guarantees;

        (c)     Binding obligations: this Agreement constitutes and the Security
                Documents,  when executed and delivered will  constitute,  valid
                and legally binding obligations of each Obligor which is a party
                thereto  enforceable in accordance with their respective  terms,
                save as disclosed in the  qualifications  to the relevant  legal
                opinions provided under part A of schedule 4;

        (d)     No conflict with other  obligations:  the execution and delivery
                of, the  borrowing of the  Commitments  and the  performance  of
                their obligations under, and



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                compliance  with  the  provisions  of,  this  Agreement  by  the
                Borrowers  and the Security  Documents to which they are a party
                by each Obligor will not (i) contravene, to any material extent,
                any existing applicable law, statute,  rule or regulation or any
                judgment,  decree  or  permit to which  they are  subject,  (ii)
                (other  than  in the  case  of the  Existing  Group  Facilities)
                conflict with, to any material  extent,  or result in any breach
                of any of the  material  terms  of,  or  constitute  a  material
                default  under,  any agreement or other  instrument to which any
                Obligor  is a party or is  subject  or by which it or any of its
                property  is  bound,  (iii)  contravene  or  conflict  with  any
                provision  of  the  Memorandum  and  Articles  of   Association,
                Articles   of   Incorporation,   Bye-laws,   Statutes  or  other
                constitutional  documents  of any  Obligor or (iv) result in the
                creation  or  imposition  of or oblige any Obligor to create any
                Encumbrance  (other than a Permitted  Encumbrance) on any of its
                undertakings, assets, rights or revenues;

        (e)     Consents obtained:  every material consent from,  authorisation,
                licence or approval of, or registration  with or declaration to,
                governmental  or public bodies or authorities or courts required
                by any  Obligor to  authorise,  or  required  by any  Obligor in
                connection    with,   the   execution,    delivery,    validity,
                enforceability  or  admissibility  in evidence of this Agreement
                and  the  Security  Documents  to  which  it is a  party  or the
                performance  by  any  Obligor  of  its  obligations  under  this
                Agreement and the Security  Documents to which it is a party has
                been  obtained  or  made  (or,  in  the  case  of  the  Security
                Documents,  will be obtained or made,  as the case may be, prior
                to their execution) and is (or will be) in full force and effect
                in all  material  respects  and there has been no default in the
                observance of the material  conditions or restrictions  (if any)
                imposed in, or in connection with, any of the same;

        (f)     No  filings  required:  any  notarisation,   filing,  recording,
                registration  or  enrolment  in  any  court,  public  office  or
                elsewhere and any stamp,  registration  or similar tax or charge
                payable  on or in  relation  to  this  Agreement  or  any of the
                Security Documents  necessary to ensure the legality,  validity,
                enforceability or admissibility in evidence of this Agreement or
                any of the Security Documents has been made or paid, as the case
                may be (or, in the case of the Security Documents,  will be made
                or paid, as the case may be, prior to their execution), and this
                Agreement  and the  Security  Documents  are in proper  form for
                their   enforcement   in  the   courts  of  England  or  of  any
                jurisdiction  whose laws are  expressed  to govern the  relevant
                Security Document;

        (g)     No  litigation:  no litigation,  arbitration  or  administrative
                proceeding is taking place,  pending or, to the knowledge of the
                directors  of any  Obligor or  Material  Subsidiary,  threatened
                against  any member of the Group  which  would or is  reasonably
                likely,  in the  opinion of the Agent  (acting  reasonably),  if
                adversely determined to have a Material Adverse Effect;

        (h)     No  defaults:  (other  than in the  case of the  Existing  Group
                Facilities  as a result of the entry into of this  Agreement and
                the Security  Documents by the  Obligors) 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



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<PAGE>

                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 L1,000,000  or the  equivalent
                in the  currencies  in which the sums are  payable) and no other
                Default has occurred and is continuing;

        (i)     Financial  statements  correct  and  complete:  the then  latest
                audited  consolidated  financial  statements  of  the  Group  in
                respect of the  relevant  Fiscal Year as  delivered to the Agent
                under  clause  12.1(e)  have been  prepared in  accordance  with
                generally  accepted  accounting  principles and practices in the
                United Kingdom which have been consistently  applied and present
                fairly and accurately the consolidated financial position of the
                Group as at the date to which  such  financial  statements  were
                made up and the  consolidated  results of the  operations of the
                Group for the relevant Fiscal Year ended on such date and, as at
                such  date,   no  member  of  the  Group  had  any   significant
                liabilities  (contingent  or  otherwise) or any losses which are
                required  to be and which  are not  disclosed  by,  or  reserved
                against or provided for in, such financial statements;

        (j)     Choice of law:  the choice by the  relevant  Obligors of English
                law to govern this Agreement and the Security Documents to which
                they are a party (to the extent that the same are  expressed  to
                be governed by English law) and the  submission  by the relevant
                Obligors to the non-exclusive  jurisdiction of the High Court of
                Justice in England (to the extent that the relevant  Obligors so
                submit) are valid and binding;

        (k)     No  withholding   Taxes:  (on  the  basis  that  all  Banks  are
                Qualifying Banks at the date of this Agreement and that any Bank
                required to do so and the Agent has provided the  requisite  tax
                forms   pursuant  to  clause  10.8)  no  Taxes  are  imposed  by
                withholding  or  otherwise  on any  payment  to be  made  by any
                Obligor  under this  Agreement or any  Security  Document or are
                imposed  on or by virtue of the  execution  or  delivery  by any
                Obligor of this  Agreement or any Security  Document to which it
                is a party or any  document  or  instrument  to be  executed  or
                delivered under this Agreement or any Security Document to which
                it is a party;

        (l)     Compliance with consents and licences:  every material  consent,
                authorisation,  licence or  approval  required by any Obligor or
                Material  Subsidiary  in  connection  with  the  conduct  of its
                business and the ownership,  use,  exploitation or occupation of
                their respective property and assets has been obtained and is in
                full force and  effect in all  material  respects  and there has
                been  no  default  in the  observance  of  any  of the  material
                conditions  and   restrictions   (if  any)  imposed  in,  or  in
                connection  with,  any of the same and, to the  knowledge of the
                directors   of  each   Obligor  or   Material   Subsidiary,   no
                circumstances  have arisen whereby any material  remedial action
                is likely to be  required  to be taken by, or at the expense of,
                any Obligor or Material



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                Subsidiary under or pursuant to any law or regulation applicable
                to the  business,  property or assets of any Obligor or Material
                Subsidiary;

        (m)     Ownership  of assets:  all assets  which are  necessary  for the
                business of the Group are beneficially owned, licensed or leased
                by the  relevant  members  of the  Group  free and  clear of any
                Encumbrance other than a Permitted Encumbrance;

        (n)     Group Structure Book: set forth in the Group Structure Book is a
                substantially  complete  and  accurate   representation  of  the
                structure  and  members  of the  Group  as at the  date  of this
                Agreement;

        (o)     Margin stock:  no member of the Group is engaged  principally or
                as one of its major  activities  in the  business  of  extending
                credit for the purpose of  purchasing  or carrying  margin stock
                and  none  of the  proceeds  of  any  drawing  under  any of the
                Facilities will be or has been used, directly or indirectly,  to
                purchase or carry any margin stock or to extend credit to others
                for the purpose of purchasing or carrying margin stock;

        (p)     Not an investment company:  (in the case of each US Borrower) it
                is not an  "investment  company" as defined in the United States
                Investment  Company  Act of 1940 nor is it subject to any United
                States  federal or state  statute  or  regulation  limiting  its
                ability to incur Borrower Money;

        (q)     ERISA:  none of the Parent or the ERISA Affiliates are making or
                accruing an obligation to make  contributions  or has within any
                of the five  calendar  years  immediately  preceding the date of
                this   Agreement   made  or  accrued  an   obligation   to  make
                contributions  to  any  Multiemployer  Plan;  each  Plan  is  in
                compliance  in all  material  respects  with ERISA and the Code;
                each of the  Parent  and  the  ERISA  Affiliates  has  made  all
                contributions except as would not result in a material liability
                to or under each such Plan required by law within the applicable
                time limits prescribed  thereby,  the terms of such Plan, or any
                contract or agreement  requiring  contributions  to a Plan,  and
                neither the Parent nor any of the ERISA  Affiliates has incurred
                or  reasonably  expects to incur any material  liability to PBGC
                other than for premiums;

        (r)     Intellectual Property Rights

                (i)     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  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



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<PAGE>

                and save for those  created or to be created by or  pursuant  to
                the Security Documents or permitted by this Agreement;

                (ii)    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 Agent acting on the  instructions  of the
                        Majority Banks,  acting  reasonably) to have, a Material
                        Adverse Effect;

                (iii)   no  Intellectual  Property  Rights which are material in
                        the  context of the Group as a whole owned by any member
                        of the Group 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
                        Agent acting on the  instructions of the Majority Banks,
                        acting  reasonably) to have, a Material  Adverse Effect;
                        and

                (iv)    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
                        Agent acting on the  instructions of the Majority Banks,
                        acting reasonably) to have, a Material Adverse Effect;

        (s)     Material  Adverse Effect:  since 31 December 1999 there has been
                no  development  or event which has had or would  reasonably  be
                expected to have a Material Adverse Effect;

        (t)     Due Diligence:

                (i)     (as at the  date  of each  relevant  report)  the  facts
                        stated in the  Lighthouse  Information  Package were, to
                        the  best  of  the  knowledge  of the  directors  of the
                        Parent,  true and accurate in all material  respects and
                        not misleading in any material respect;

                (ii)    to the best of the  knowledge  of the  directors  of the
                        Parent,  there are no other facts the  omission of which
                        would  make  any  fact or  statement  in the  Lighthouse
                        Information  Package  misleading in any material respect
                        as at the date of such due diligence or information; and
                        to the best of the  knowledge  of the  directors  of the
                        Parent nothing has occurred  since the respective  dates
                        of each of the  reports and other  documents  comprising
                        the  Lighthouse   Information  Package  which  would  be
                        reasonably  likely  to  render  any fact  stated  in the
                        Lighthouse  Information  Package untrue or misleading in
                        any material  respect in the context of the transactions
                        contemplated hereby; and




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          (u) Environmental matters

                (i)     the Parent is in compliance  with the  undertakings  set
                        out in clause  12.1(q),  in each case in  respect of all
                        members of the Group;

                (ii)    no  member  of the  Group  has  received  notice  of any
                        Environmental  Claim  and no  member  of the Group is in
                        breach  of any  Environmental  Law or any  Environmental
                        Licence to the extent that the same would be  reasonably
                        likely in the opinion of the Agent  (acting  reasonably)
                        to have a Material Adverse Effect; and
                (iii)   there  is no  Environmental  Claim  pending  or  to  the
                        knowledge of the  directors of any Obligor or a Material
                        Subsidiary  threatened  against  any member of the Group
                        which, if adversely to its knowledge  determined,  would
                        be reasonably likely in the opinion of the Agent (acting
                        reasonably) to have a Material Adverse Effect.

11.2    Repetition

        The  representations  and  warranties in clause 11.1 (other than clauses
        11.1(e),  11.1(g), 11.1(h), 11.1(k), 11.1(l), 11.1(m), 11.1(n), 11.1(r),
        11.1(s),   11.1(t),  and  11.1(u)  (the  "excluded  representations  and
        warranties")  (and so that the  representation  and  warranty  in clause
        11.1(i)  shall  for  this  purpose  refer  to the  then  latest  audited
        financial  statements delivered to the Agent under clause 12.1(e)) shall
        be deemed to be  repeated by each  Borrower  on and as of each  Drawdown
        Date and each  Repayment Date as if made with reference to the facts and
        circumstances existing on each such day.

12       Undertakings

12.1    Positive undertakings

        Each Borrower undertakes with each of the Finance Parties that, from the
        date of this  Agreement  and so long as any moneys are owing  under this
        Agreement  or remain  available  for drawing by the  Borrowers,  it will
        (save where  permitted to do otherwise by the prior  written  consent of
        the Agent, acting upon the instructions of the Majority Banks):

        (a)     Notice of Default

        (i)     (in the case of the Parent)  promptly upon becoming aware of the
                same  inform  the  Agent  of any  occurrence  which  would or is
                reasonably  likely in its  opinion  to have a  Material  Adverse
                Effect; and

        (ii)    (in the case of each  Borrower)  promptly upon becoming aware of
                the same inform the Agent of any Default;

        (b)     Consents and licences:  without prejudice to clauses 3 and 11.1,
                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



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                connection with, every material consent, authorisation,  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 its  obligations  under
                this  Agreement,  and its obligations and the obligations of its
                Subsidiaries  under the Security Documents to which it or any of
                its  Subsidiaries  is a  party,  in the  case of  such  Security
                Documents, prior to the execution of such Security Documents;

        (c)     Use of  proceeds:  use  the  proceeds  of  drawings  under  this
                Agreement  exclusively for the respective  purposes specified in
                clause 1.1;

        (d)     Pari passu:  ensure that its  obligations  under this  Agreement
                shall,  without  prejudice to the  provisions of clause 12.2, at
                all times rank at least  pari  passu with all its other  present
                and future unsecured and  unsubordinated  Indebtedness  with the
                exception of any obligations which are mandatorily  preferred by
                law and not by contract;

        (e)     Financial  statements:  (in  the  case  of the  Parent)  prepare
                consolidated  financial  statements  for the Group in accordance
                with generally accepted  accounting  principles and practices in
                the  United  Kingdom  consistently  applied  in  respect of each
                Fiscal Year and cause the same to be reported on by its Auditors
                and  prepare  unaudited  consolidated  financial  statements  in
                respect of each Fiscal Half-Year ending 30th June (interims) and
                each  Fiscal Year (the  preliminaries)  on the same basis as the
                annual  statements and deliver  sufficient copies of the same to
                the  Agent  for  distribution  to  all  the  Banks  as  soon  as
                practicable  but not later than 150 days (in the case of audited
                financial  statements)  or 90  days  (in the  case of  unaudited
                financial  statements)  after the end of the financial period to
                which they relate.

                If,  as  a  result  of  changes  in  accounting  principles  and
                practices  generally,  any  financial  statements  of the  Group
                delivered  or to be  delivered  to the Agent  under this  clause
                12.1(e)  are not to be or,  as the  case  may be,  have not been
                prepared in accordance with the Original Accounting  Principles,
                the  Parent  shall   deliver  to  the  Agent   details  of  such
                adjustments  as  need  to be  made  to the  figures  used in the
                calculation of the financial  covenants contained in clause 13.1
                to bring them into line with the Original Accounting  Principles
                to the  extent  that  such  adjustments  are  required  for  the
                purposes  of  determining  compliance  (or  otherwise)  with the
                provisions of clause 13.1.

                On the request of the Parent,  the Parent and the Agent  (acting
                on the instructions of the Majority  Banks),  shall negotiate in
                good faith for a period of up to 28 days with a view to agreeing
                such  amendments  to the  covenants  in clause  13.1  and/or the
                definitions  of the terms used in them as are  necessary to give
                the Banks at least the same  protection  to that provided at the
                date of this Agreement but which  amendments are no more onerous
                than the  terms of this  Agreement  at the date of  signing.  If
                amendments  are  agreed by the  Parent  and



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<PAGE>

                the Agent  (with the  approval  of the  Majority  Banks),  those
                amendments  shall take  effect in  accordance  with the terms of
                that agreement.

        (f)     Quarterly  Management  Accounts:  (in the case of the Parent) in
                respect of each Fiscal Quarter  prepare  unaudited  consolidated
                Quarterly  Management  Accounts  for  the  Group  in  each  case
                containing:

        (i)     quarterly  historic  profit  and  loss  accounts  prepared  on a
                consolidated  basis  including   financial  analysis  by  profit
                centres, by reference to exchange rates used in the then current
                annual budget for that Fiscal Year in respect of (a) such Fiscal
                Quarter and (b) that Fiscal Year to that date together  with, in
                each  case,  a  comparison  of  actual   performance   with  (x)
                performance projected by the annual budget for that Fiscal Year;
                and (y) performance  during the equivalent Fiscal Quarter during
                the immediately  preceding  Fiscal Year, each such comparison to
                include  for the Group as a whole the profit  and loss  accounts
                for  such  period,  such  comparisons  to be  accompanied  by an
                explanation  of the  reasons for the major  differences  between
                actual and projected performance; and

        (ii)    a breakdown of major  accounts gains and losses during each such
                Fiscal Quarter by members of the Group;

                or omitting any such  information  or detail or containing  such
                other  information or to such other level of detail as may, from
                time  to  time,   be  approved  by  the  Agent  (acting  on  the
                instructions  of  the  Majority  Banks,  acting  reasonably)  in
                writing  and  deliver  a copy  of the  same  to  the  Agent  for
                distribution  to all of the Banks as soon as practicable but not
                later  than 40 days  after  the  Fiscal  Quarter  to which  they
                relate;

        (g)     Delivery of reports:  deliver to the Agent,  for distribution to
                the  Banks,  sufficient  copies for all the Banks of each of the
                following  documents,  in each case at the time of issue thereof
                or (in the case of the  Compliance  Certificates  referred to in
                clause  12.1(g)ii)   together  with  the  financial   statements
                prepared  pursuant to clause 12.1(e) in respect of the financial
                period to which such certificate relates:

        (i)     every  report,  circular,  notice or like  document  sent by the
                Parent to its  shareholders  or by the  Parent or Obligor to its
                creditors generally; and

        (ii)    a Compliance  Certificate issued by an Authorised Officer,  such
                Compliance  Certificate to be issued without personal  liability
                on the part of the person named therein as issuer,  stating that
                the  Parent  as at  the  end  of  the  relevant  period  was  in
                compliance  with the covenants and  undertakings  in clause 13.1
                (or if it was not in  compliance  indicating  the  extent of the
                breach);

        (h)     Provision  of further  information:  provide the Agent with such
                financial  and other  information  concerning  the Group and its
                affairs as the Agent or any Bank (acting  through the Agent) may
                from time to time reasonably require;



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<PAGE>

        (i)     Insurance:  insure and, in the case of the Parent,  procure that
                each of its Material  Subsidiaries  will insure and keep insured
                all its  properties  and assets with  underwriters  or insurance
                companies  of repute to such  extent and  against  such risks as
                prudent companies engaged in businesses  similar to those of the
                relevant member of the Group normally insure;

        (j)     Pension  schemes:  contribute  (or,  in the case of the  Parent,
                procure that the members of the Group contribute) to the pension
                schemes for the time being  applying to their  employees  in the
                US,  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 the
                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;

        (k)     Compliance with laws and regulations: comply and, in the case of
                the Parent,  procure  that the Material  Subsidiaries  and other
                Obligors  comply,  with the  terms and  conditions  of all laws,
                regulations,  agreements,  licences and concessions  material to
                the carrying on of its business;

        (l)     Interest rate hedging and foreign exchange hedging:  in the case
                of the Parent,  ensure that with effect from the First  Drawdown
                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;

        (m)     ERISA:

                (i)     promptly and in any event  within  thirty days after the
                        filing thereof with the Internal  Revenue Service of the
                        United  States,  to deliver to the Agent  copies of each
                        Schedule B (Actuarial  Information) to the Annual Report
                        (IRS Form 5500 Series) if required  with respect to each
                        Plan;

                (ii)    promptly  and in any event within ten Banking 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 Agent 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;

                (iii)   promptly and in any event within five Banking Days after
                        receipt thereof by the Obligor or ten Banking Days after
                        receipt  thereof by any member of the Group or any ERISA
                        Affiliate  other  than the  Obligor,  to  deliver to the



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<PAGE>

                        Agent  copies  of each  notice  from  PBGC  stating  its
                        intention  to  terminate  any Plan or to have a  trustee
                        appointed to administer any Plan; and

                (iv)    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 Majority Banks;

        (n)     Margin Stock: ensure that no amounts raised under this Agreement
                will be used,  directly  or  indirectly,  to  purchase  or carry
                margin stock;

        (o)     Guarantees:

                (i)     subject to clause 12.1(o)(ii), in the case of the Parent
                        procure unless and to the extent that such execution and
                        delivery   and   granting  of  a   Guarantee   would  be
                        unavoidably  unlawful  or is  prohibited  by  statute or
                        beyond the corporate power of the company or corporation
                        concerned (and then only if such corporate  power cannot
                        be  modified  or  extended  to  allow  such   execution,
                        delivery   and   granting  of   security)  or  would  be
                        reasonably  likely  to result  in the  directors  of the
                        company  or  corporation   concerned   incurring  actual
                        personal   liabilities  that  each  Material  Subsidiary
                        incorporated  or established in England and Wales or the
                        United  States of  America  (or any State  thereof)  and
                        which has not already entered into a Guarantee, promptly
                        upon becoming a Material Subsidiary or becoming a member
                        of the Group (whether a Subsidiary  becoming a member of
                        the Group is a  Material  Subsidiary  shall be tested at
                        the  time  that it  becomes  a  member  of the  Group by
                        reference to the financial statements of that Subsidiary
                        for the  previous  12  calendar  months,  and the Parent
                        undertakes  with each of the Finance  Parties to procure
                        that  on  an  acquisition  of  a  Subsidiary  sufficient
                        financial  information  is  delivered  to the  Agent  to
                        determine  compliance  or  otherwise  with  this  clause
                        12.1(o)),  executes and delivers a Guarantee  and a deed
                        supplemental to the Security Trust Deed and provides the
                        Agent with such documents and evidence as are set out in
                        part C of schedule 4;

                (ii)    the  Parent  shall  only be  obliged  to use  reasonable
                        endeavours  to procure the provision of a guarantee by a
                        Material Subsidiary pursuant to clause 12.1(o)(i), where
                        the Parent has notified  the Agent that,  in good faith,
                        it believes it will not be  commercially  practicable to
                        obtain such guarantee;

        (p)     Preference  shares:  redeem  preference  shares 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  13) or,  in the case of  preference  shares  issued in
                accordance  with clause  12.2(h),  no earlier  than their stated
                maturity as at the date of their issue;



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<PAGE>

        (q)     Environmental:  (and will  procure that each other member of the
                Group will) comply with all Environmental Laws and Environmental
                Licences applicable to its business to the extent that a failure
                to so comply  would be  reasonably  expected  to have a Material
                Adverse Effect;

        (r)     Authorised   Officers:   ensure  that  any  replacement  or  new
                Authorised   Officer  has  provided  the  Agent  with   evidence
                satisfactory  to  it  of  such  new  officer's  authority  and a
                specimen  of his  signature  prior  to  signing  any  Compliance
                Certificates,   Drawdown  Notices,   L/C  Application  or  other
                notices, requests or confirmations referred to in this Agreement
                or  relating  to  the  facilities   granted   pursuant  to  this
                Agreement; and

        (s)     Information Memorandum:  in the case of the Parent, it will make
                the following  representation  and warranty to the recipients of
                each version of the Information Memorandum:

        (t)     "All factual statements contained in the Information  Memorandum
                are true and accurate in all material respects as at the date of
                the  Information  Memorandum  and not misleading in any material
                respect  and  all  expressions  of  opinion   contained  therein
                genuinely reflect the opinions of the directors of the Parent as
                at such  date  and are  based  on  reasonable  assumptions;  all
                reasonable   enquiries  as  at  the  date  of  the   Information
                Memorandum  have been  made as at that date to verify  the facts
                and statements  contained therein; all projections and forecasts
                contained  therein and the assumptions on which such projections
                and  forecasts  are  based on and are  arrived  at after due and
                careful  consideration and enquiry and do represent the views of
                the  directors  of the Parent as at the date of the  Information
                Memorandum; and to the best of the knowledge of the directors of
                the Parent  there are no other facts the omission of which would
                make any fact or statement  therein  misleading  in any material
                respect  as at that  date  (provided  that,  so far as the above
                representation  relates to matters concerning Lighthouse and its
                Subsidiaries  which  are  acquired  pursuant  to the  Lighthouse
                Acquisition,  it shall be  qualified as being to the best of the
                knowledge of the directors of the Parent)".

12.2    Negative undertakings

        Each Borrower undertakes with each of the Finance Parties that, from the
        date of this  Agreement  and so long as any moneys are owing  under this
        Agreement or remain available for drawing by the Borrowers,  without the
        prior  written  consent of the Agent acting on the  instructions  of the
        Majority Banks:

        (a)     Negative  pledge:  save for Permitted  Encumbrances  it 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,  rights or revenues to
                secure or prefer  any  present  or  future  Indebtedness  of any
                member of the Group or any other person;



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<PAGE>

        (b)     No other  Borrowed Money or finance  transactions:  it 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:

                (i)     Borrowed Money arising from normal trade credit;

                (ii)    Borrowed  Money in  respect of  receivables  discounting
                        facilities  provided that the  aggregate  amount of such
                        Borrowed  Money  does  not  exceed   L5,000,000  (or its
                        equivalent) at any time;

                (iii)   the Borrowed Money of any persons acquired by any member
                        of the Group pursuant to the D Acquisition provided that
                        such  Borrowed  Money  at no  time  exceeds  Korean  Won
                        28,600,000,000  (or  its  equivalent)  in  aggregate  in
                        respect of  receivables  discounting  facilities (or any
                        refinancing  thereof  by other  receivables  discounting
                        facilities),   Korean   Won   56,600,000,000   (or   its
                        equivalent)  in aggregate in respect of debenture  stock
                        issued  by D  (or  Korean  Won  28,600,000,000  (or  its
                        equivalent)  in aggregate in respect of any  refinancing
                        of such debenture  stock) and Korean Won  23,600,000,000
                        (or its equivalent) in aggregate in respect of any other
                        Borrowed   Money  of  such  acquired   persons  (or  any
                        refinancing thereof);

                (iv)    any Borrowed Money of any person (other than pursuant to
                        the  D  Acquisition  or  the   Lighthouse   Acquisition)
                        acquired  by any  member of the Group  after the date of
                        this  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 respect of such Borrowed Money and where
                        such  Borrowed  Money is repaid or otherwise  discharged
                        within 6 months of such acquisition;

                (v)     any  Borrowed  Money  constituted  by vendor  loan notes
                        issued or to be issued by any member of the  Healthworld
                        Group in  accordance  with the terms of any  acquisition
                        agreement  entered  into by a member of the  Healthworld
                        Group prior to the date of this  Agreement  and any bank
                        guarantee  facilities  relating  to such  notes  but not
                        exceeding in aggregate L7,500,000;

                (vi)    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;

                (vii)   Borrowed  Money   not   exceeding  L5,000,000   (or  its
                        equivalent)   in   respect   of  the   cash   management
                        arrangements of the Group;



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<PAGE>

                (viii)  Borrowed  Money in  respect  of the  Facilities  and (if
                        clause  4.13  applies)  the  Existing  Group  Facilities
                        provided that the principal amount of such facilities is
                        not  increased  or (if clause 4.11 or 4.12  applies) the
                        Existing Group Facilities  provided that such facilities
                        shall  be  repaid  and  cancelled  in full on the  First
                        Drawdown Date;

                (ix)    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
                        L2,000,000 (or its equivalent) at any time;

                (x)     Borrowed Money owed to members of the Zenith Group;

                (xi)    External  Refinancings  provided  that the Aggregate Net
                        Proceeds  thereof are applied in accordance  with clause
                        8.6(a);

                (xii)   performance  bonds  issued  by a member  of the Group in
                        respect  of the  obligations  of  another  member of the
                        Group in the ordinary course of trading;

                (xiii)  Derivatives  Contracts  entered into in accordance  with
                        clause 12.1(l);

                (xiv)   the Zenith Guarantee;

                (xv)    Borrowed  Money  owed  by one  member  of the  Group  to
                        another  member of the Group in the  ordinary  course of
                        business;

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

                (xvii)  Borrowed  Money in addition to that permitted by clauses
                        12.2(b)(i) to (xvi) not exceeding   L16,000,000 (or  its
                        equivalent) in aggregate at any given time;

        (c)     No merger:  save pursuant to the Lighthouse  Acquisition or with
                another member of the Group  pursuant to a Group  reorganisation
                on a solvent  basis it will not  permit an Obligor to merge with
                any other company or person in  circumstances  where the Obligor
                ceases to exist or where the  obligations of such Obligor to the
                Finance Parties are detrimentally affected;

        (d)     Disposals:  it  will  not  and  will  procure  that  none of its
                Subsidiaries will sell,  transfer,  lend or otherwise dispose of
                or cease to exercise  direct control over any Restricted  Assets
                (whether  by any of a Trade Sale,  Flotation  or  otherwise  and
                whether  by one or a  series  of  transactions  related  or not)
                except that disposals are permitted to the extent that:

                (i)     in any  Fiscal  Year,  the  Group  does not  dispose  of
                        Restricted Assets the aggregate  Relevant Value of which
                        is more than 15 per  cent.  of PBIT



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<PAGE>

                        of the Group for the previous  Fiscal Year calculated by
                        reference to the relevant audited consolidated  accounts
                        of  the  Group.   (For  the   purposes  of  this  clause
                        12.2(d)(i), the "Relevant Value" of any Restricted Asset
                        shall be that part of PBIT of the Group  attributable to
                        that Restricted Asset,  calculated by reference to the 4
                        consecutive  Fiscal  Quarters  ending  with  the  latest
                        Fiscal Quarter for which Quarterly  Management  Accounts
                        have been  delivered  or, in the case of any  Restricted
                        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 disposal);

                (ii)    the disposal is a transfer  from one member of the Group
                        to another member of the Group;

                (iii)   they are  disposals  of parts of the D Group as provided
                        in the M.O.U.;

        (e)     Loans and guarantees:  save as permitted under the terms of this
                Agreement,  it 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:

                (i)     Permitted  Guarantees  to or  for  the  benefit  of  any
                        person;

                (ii)    loans and guarantees in any Fiscal Year where the amount
                        of such  loan or the  amount of such  guarantee  (as the
                        case may be), when aggregated with the consideration for
                        acquisitions  or  investments  over and above  Permitted
                        Acquisitions in such Fiscal Year which are funded out of
                        the  proceeds  of  Borrowed  Money,  does not exceed the
                        relevant limits in clause 12.2(f) below; and

                (iii)   loans from one  member of the Group to  another  entered
                        into in the ordinary course of business;

        (f)     Acquisitions:  save for Permitted Acquisitions, it 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)  funded  in  whole or in part  out of the  proceeds  of
                Borrowed Money:

                (i)     save  for   investments   in,  or  the  acquisition  of,
                        businesses   and   companies   which  are   related   or
                        complementary  to the existing  businesses  of the Group
                        and where the  consideration  funded out of the proceeds
                        of  Borrowed   Money  (which  shall  include  for  these
                        purposes the amount of any deferred  consideration which
                        is so funded  and  payable  in the then  current  Fiscal
                        Year,  the amount of Borrowed Money assumed by the Group
                        as part of such  acquisition  and the amount  payable in
                        the then current  Fiscal Year on the  redemption  of any
                        shares  or stock  issued  by



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<PAGE>

                        any  member  of the Group as part of an  acquisition  or
                        investment and which are redeemable at the option of the
                        holder  thereof  or  which  mature  or  are  mandatorily
                        redeemable)  payable by the Group in respect of all such
                        acquisitions  or  investments  in any  Fiscal  Year when
                        aggregated  with  all  loans  made  pursuant  to  clause
                        12.2(e)(ii)   shall  not  exceed   $40,000,000  (or  its
                        equivalent) ("acquisition allowance");

                (ii)    save for  investments  in, or the acquisition of, shares
                        in the companies set out in the Group  Structure Book as
                        companies  in which a member of the Group  holds  voting
                        shares as at the date of the Group Structure Book; and

                any part of the  acquisition  allowance  unused in a Fiscal Year
                may be carried forward to the next  succeeding  Fiscal Year only
                and any unused carried  forward  acquisition  allowance shall be
                lost and  deferred  consideration  for an  acquisition  shall be
                treated as reducing  the  acquisition  allowance  for the Fiscal
                Year in which it falls to be paid and shall not, when aggregated
                with the  acquisition  consideration  paid in such Fiscal  Year,
                exceed the acquisition allowance for that Fiscal Year;

        (g)     Change of  business:  it 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;

        (h)     Preference  Shares:  it 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 permitted
                under clause 12.2(f) or as set out in schedule 13; and

        (i)     The Lighthouse  Acquisition:  it will not, and will procure none
                of its  Subsidiaries  will,  declare the Lighthouse  Acquisition
                unconditional  without  first  obtaining  the  approval  of  the
                Lighthouse  Acquisition by an ordinary  resolution passed by the
                shareholders  of the Parent at a duly  convened  meeting of such
                shareholders  and will,  immediately  such resolution is passed,
                deliver to the Agent a copy of such  resolution,  duly certified
                as a true complete and up-to-date copy by an Authorised  Officer
                of the Parent.

13      Financial covenants

13.1    Covenants

        The Parent  undertakes  with each of the Finance Parties that so long as
        any moneys  are owing  under this  Agreement  or any of the  Commitments
        remain outstanding it will:

        (a)     Net Interest Cover



                                       79
<PAGE>

                ensure  that on 30 June 2000 and on the last day of each  Fiscal
                Half-Year  thereafter  until  the  Fiscal  Half-Year  ending  31
                December,  2001, the ratio of PBIT in respect of the immediately
                preceding 12 months to Consolidated Net Interest  Expenditure in
                respect  of such 12 months is not less  than  3.75:1  and on the
                last day of each Fiscal  Half-Year  thereafter  ensure that such
                ratio shall be not less than 4:1.

        (b)     Maximum Gross Debt: Adjusted PBIT

                ensure  that on 30 June 2000 and on the last day of each  Fiscal
                Half-Year  falling  thereafter until the Fiscal Half-Year ending
                31 December,  2001, the ratio of Consolidated  Gross  Borrowings
                (calculated  on the  basis  of the  average  daily  outstandings
                during  the  Fiscal  Half-Year  ending  on the  last  day of the
                relevant  Fiscal  Half-Year)  to Adjusted PBIT in respect of the
                immediately preceding 12 months shall not be greater than 2.75:1
                and on the last day of each Fiscal Half-Year  thereafter  ensure
                that such ratio shall be not greater than 2.5:1.

13.2    Original Accounting Principles

        The expressions used in clause 13 shall be calculated in accordance with
        the Original Accounting Principles as adjusted in accordance with clause
        12.1(e).

14      Events of Default

14.1    Events of Default

        Each of the  events  and  circumstances  set out  below  is an  Event of
        Default  (whether or not caused by any reason outside the control of any
        member of the Group):

        (a)     Non-payment: any Borrower fails to pay any sum due from it under
                this  Agreement in the  currency,  at the time and in the manner
                stipulated  in this  Agreement  unless (a) such failure  results
                only from  technical  difficulties  in the transfer of funds and
                (b) such failure is remedied  within two Banking Days of the due
                date; or

        (b)     Breach of certain  obligations:  any Borrower commits any breach
                of or omits to observe any of the  obligations  or  undertakings
                expressed to be assumed by it under  clauses 4.11,  4.12,  4.13,
                12.2 and 13.1; or

        (c)     Breach of other  obligations:  any Obligor commits any breach of
                or omits  to  observe  any of the  obligations  or  undertakings
                expressed  to be  assumed  by it  under  this  Agreement  or the
                Security Documents to which it is a party (other than failure by
                the  Borrower  to pay  any sum  when  due or any  breach  of the
                provisions of clauses 12.2 and 13.1) and, in respect of any such
                breach  or  omission  which  in the  reasonable  opinion  of the
                Majority Banks is capable of remedy, such action as the Agent or
                the Security  Trustee,  as relevant  may require  shall not have
                been taken  within 10 Banking  Days of the Agent or the



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                Security  Trustee,  as  relevant  notifying  the  Parent of such
                default and of such required action;  or

          (d)   Misrepresentation: any representation or warranty made or deemed
                to be made or  repeated  by or in respect  of any  Obligor in or
                pursuant to this  Agreement or the Security  Documents or in any
                notice,  certificate  or  statement  referred  to in  and  to be
                delivered  by any Obligor  under this  Agreement or the Security
                Documents is or proves to have been  incorrect or  misleading in
                any  material  respect at the date made or deemed to be repeated
                in either  case by  reference  to the  facts  and  circumstances
                existing  on such day and the  circumstances  giving use to such
                misrepresentation,  if in the reasonable opinion of the Majority
                Banks are capable of remedy, shall not have been remedied within
                10 Banking Days of the Agent or the Security Trustee as relevant
                notifying  the  Parent  of  such  misrepresentation  and of such
                required remedy; or

        (e)     Cross-default:  (other  than in the case of the  Existing  Group
                Facilities  as a result of the entry into of this  Agreement and
                the Security  Documents by the Obligors)  any Borrowed  Money of
                any  member  of the Group is not paid  when due (or  within  any
                applicable  grace 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 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 collateralisation 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  company  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 L3,250,000   or  its   equivalent   in  the  currencies  in
                which the sums are denominated and payable; or

        (f)     Derivatives  Contract default:  any member of the Group fails to
                make  payment in relation to a  Derivatives  Contract of any sum
                equal to or greater than L3,250,000  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  5  Banking  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 L3,250,000  (or  its  equivalent  in  the relevant
                currency); or

        (g)     Legal process: any judgment or order made against any Obligor or
                Material  Subsidiary  is not stayed or  complied  with within 14
                days  or a  creditor  attaches



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<PAGE>

                or takes possession of, or a distress, execution,  sequestration
                or other process is levied or enforced upon or sued out against,
                any  material  part  of  the  undertakings,  assets,  rights  or
                revenues  of  any  Obligor  or  Material  Subsidiary  and is not
                discharged within 14 days; or

        (h)     Insolvency

                (i)     any Material  Subsidiary  or Obligor is deemed unable to
                        pay its debts within the meaning of section 123(1)(e) of
                        the  Insolvency  Act 1986  (but so that the words "it is
                        proved to the  satisfaction  of the court that" shall be
                        deemed  to be  deleted)  or  stops  or  suspends  making
                        payments (whether of principal or interest) with respect
                        to  all or  any  class  of its  debts  or  announces  an
                        intention to do so; or

                (ii)    any Material  Subsidiary or Obligor  incorporated in the
                        United  States  commences  a  voluntary  case  or  other
                        proceeding seeking liquidation,  reorganisation or other
                        relief  with  respect  to itself or its debts  under any
                        bankruptcy,  insolvency  or  other  similar  law  now or
                        hereafter  in  effect  or  seeks  the  appointment  of a
                        trustee,  receiver,   liquidator,   custodian  or  other
                        similar  official of it or any  substantial  part of its
                        property,  or  consents  to any  such  relief  or to the
                        appointment of or taking possession by any such official
                        in an  involuntary  case or other  proceeding  commenced
                        against  it,  or  makes  a  general  assignment  for the
                        benefit  of  creditors,  or fails  generally  to pay its
                        debts as they become due, or takes any corporate  action
                        to authorise any of the foregoing; or

                (iii)   an  involuntary  case or other  proceeding  is commenced
                        against any Material Subsidiary or Obligor  incorporated
                        in the United States seeking liquidation, reorganisation
                        or other  relief  with  respect to it or its debts under
                        any  bankruptcy,  insolvency or other similar law now or
                        hereafter  in effect or  seeking  the  appointment  of a
                        trustee,  receiver,   liquidator,   custodian  or  other
                        similar  official of it or any  substantial  part of its
                        property,  and such involuntary case or other proceeding
                        remains  undismissed  and  unstayed  for a period  of 60
                        days; or an order for relief is entered against any such
                        Material  Subsidiary  or  Obligor  under the US  federal
                        bankruptcy laws as now or hereafter in effect; or

                (iv)    a petition for insolvency  proceedings in respect of the
                        assets   of   any   Material   Subsidiary   or   Obligor
                        incorporated  in  Germany is filed or  threatened  to be
                        filed  (such  threat not to be  frivolous)  or any event
                        occurs which  constitutes a cause for the  initiation of
                        insolvency proceedings  ("Eroffnungsgrund") as set forth
                        in Sec. 17 et seq. German Insolvency Code, in particular
                        any such Material Subsidiary or Obligor ceases to honour
                        its  obligations,  becomes  insolvent  or  overindebted,
                        admits its  inability  to meet its  obligations  as they
                        fall due or  anything  occurs  which is  similar  to the
                        above under the laws of any jurisdiction; or



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<PAGE>

                (i)     Reduction  or loss of capital:  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 or (ii) with the  written  consent of the Agent
                        (acting on the instructions of the Majority Banks); or

                (j)     Winding up: any  petition is  presented or other step is
                        taken  for  the  purpose  of  winding  up  any  Material
                        Subsidiary  or Obligor (not being a petition  which such
                        company  can  demonstrate  to  the  satisfaction  of the
                        Agent,  by  providing  an opinion of leading  counsel to
                        that effect, is frivolous,  vexatious or an abuse of the
                        process of the court or relates to a claim to which such
                        company has a good defence and which is being vigorously
                        contested  by  such  company)  or an  order  is  made or
                        resolution  passed for the  winding  up of any  Material
                        Subsidiary or Obligor or a notice is issued  convening a
                        meeting for the purpose of passing any such  resolution,
                        other  than in  relation  to, or for the  purpose  of, a
                        solvent  reorganisation on terms previously  approved by
                        the Agent; or

                (k)     Administration:  any petition is presented or other step
                        is  taken  for  the  purpose  of the  appointment  of an
                        administrator  of any Material  Subsidiary or Obligor or
                        an  administration  order  is  made in  relation  to any
                        Material Subsidiary or Obligor; or

                (l)     Appointment    of   receivers    and    managers:    any
                        administrative  or other  receiver is  appointed  of any
                        Material  Subsidiary  or Obligor or any material part of
                        its assets  and/or  undertakings  or any other steps are
                        taken to enforce any Encumbrance over all or any part of
                        the assets of any Material Subsidiary or Obligor; or

                (m)     Compositions:  any  steps  are  taken,  or  negotiations
                        commenced,  by any Material  Subsidiary or Obligor or by
                        any of its  creditors  with a view to proposing any kind
                        of composition, compromise or arrangement involving such
                        company and its creditors generally,  other than for the
                        purposes of a solvent reorganisation on terms previously
                        approved by the Agent; or

                (n)     Analogous proceedings:  there occurs, in relation to any
                        Material  Subsidiary  or  Obligor,  in  any  country  or
                        territory  in which it  carries  on  business  or to the
                        jurisdiction  of whose  courts any part of its assets is
                        subject,  any event which, in the reasonable  opinion of
                        the Agent,  appears  in that  country  or  territory  to
                        correspond with, or have an effect equivalent or similar
                        to, any of those mentioned in clauses 14.1(g) to 14.1(m)
                        (inclusive)  or  any  Material   Subsidiary  or  Obligor
                        otherwise becomes subject (other than merely as a result
                        of its existence),  in any such country or territory, to
                        the  operation  of  any  law  relating  to   insolvency,
                        bankruptcy or liquidation; or

                (o)     Cessation  of  business:   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



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<PAGE>


                        other than as otherwise  permitted by this  Agreement or
                        on terms previously agreed by the Agent; or

                (p)     Seizure:  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; or

                (q)     Change of control:  (i) any single  person,  or group of
                        persons  acting in concert  (as defined in the City Code
                        on Take-overs and Mergers dated 8th July 1993), acquires
                        any interest in the equity  share  capital of the Parent
                        and,   following  such  acquisition,   holds  more  than
                        one-half in nominal value of the equity share capital of
                        the  Parent or (ii)  without  the  consent  of the Agent
                        (acting on the instructions of the Majority Banks),  any
                        member of the Group  disposes  of any  interests  in the
                        equity  share  capital  or voting  share  capital  of an
                        Obligor (other than such a disposal to another member of
                        the Group); or

                (r)     Unlawfulness:  it becomes  unlawful  at any time for any
                        Obligor to perform all or any of its  obligations  under
                        this Agreement or any of the Security Documents to which
                        it is a party; or

                (s)     Repudiation:  any Obligor  repudiates  this Agreement or
                        any of the Security  Documents to which it is a party or
                        does or  causes or  permits  to be done any act or thing
                        evidencing an intention to repudiate  this  Agreement or
                        any of the Security Documents; or

                (t)     Material  Adverse  Effect:  there  occurs  any  material
                        adverse  change in the financial  condition of the Group
                        as a result of which any member of the Group will not be
                        able to comply  with its payment  obligations  under the
                        Agreement or any of the  Security  Documents as and when
                        they fall to be satisfied; or

                (u)     Qualification  of  accounts:  the auditors of the Parent
                        qualify   their  report  on  the  audited   consolidated
                        financial  statements  of the  Group  in any way  except
                        where the  qualification  has been agreed with the Banks
                        or where the remedy for the  matter  giving  rise to the
                        qualification  would have no material  adverse effect on
                        the  results  of the Group for the  period to which such
                        accounts  relate  or on the  financial  position  of the
                        Group as at the end of such period; or

                (v)     ERISA:   with   respect  to  any  member  of  the  Group
                        incorporated  in the  United  States,  a Plan  shall  be
                        terminated  pursuant to Section 4041(c) of ERISA or PBGC
                        shall institute  proceedings under Section 4042 of ERISA
                        for the  termination of, or the appointment of a trustee
                        to  administer,  any  Plan  or a  member  of  the  Group
                        incorporated  in  the  United  States  shall  incur  any
                        liability as a result of a prohibited transaction within
                        the  meaning of Section  4975 of the Code or Section 406
                        of ERISA, or contributions required to be made to a Plan
                        pursuant  to Section  412 of the Code shall not be made,
                        which,  in the case of any of the  events  described  in
                        this  paragraph  (v),  shall  result in liability of any



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<PAGE>

                        member of the Group incorporated in the United States or
                        any  ERISA  Affiliate  which  has or can  reasonably  be
                        expected to have a Material Adverse Effect; or

                (w)     Challenge to security:  any Security  Document is not at
                        the date of execution  thereof or ceases to be effective
                        in any material  respect or any Obligor shall in any way
                        challenge,  or  any  proceedings  shall  in  any  way be
                        brought to challenge the validity or  enforceability  of
                        the Security Documents.

14.2    Acceleration

        The Agent if so requested by the Majority Banks shall, without prejudice
        to any other rights of the Banks,  at any time after the happening of an
        Event of Default (and for so long as the Event of Default is  continuing
        unremedied and unwaived) by notice to the Parent declare that:

        (a)     the obligation of each Funder to make its  Commitment  available
                shall be terminated,  whereupon the Total  Commitments  shall be
                reduced to zero forthwith; and/or

        (b)     all outstanding  Advances and  Utilisations and all interest and
                commitment  commission  accrued and all other sums payable under
                this  Agreement  (including  full cash  cover in  respect of all
                outstanding Swingline Letters of Credit) have become immediately
                due and  payable  or have  become  due and  payable  on  demand,
                whereupon the same shall,  immediately or in accordance with the
                terms of such notice, become so due and payable; and/or

        (c)     the Security  Documents (or any of them) have become enforceable
                whereupon   the  same  shall  be   enforceable,   provided  that
                immediately  upon the occurrence of any of the events  specified
                in clauses 14.1(h)-(n) on or after the date of this Agreement in
                relation to any member of the Group  incorporated  in the United
                States and whether or not the Agent shall have  previously  made
                any  declaration  pursuant to clauses  14.2(a) or 14.2(b) above,
                the events  specified  in such  paragraphs  shall  automatically
                occur as if the Agent had made a  declaration  pursuant  to such
                paragraphs  and  all  Commitments  shall  be  cancelled  and all
                amounts due under this Agreement  shall  immediately  become due
                and  payable  (including  full  cash  cover  in  respect  of all
                outstanding  Swingline  Letters  of  Credit)  together  with all
                accrued interest.

        On or at any time after the making of any such declaration, the Agent or
        the  Swingline  Bank  (as the case may be)  shall  be  entitled,  to the
        exclusion  of the  Borrowers,  to select the duration of each period for
        the calculation of interest in relation to any  outstanding  Advances or
        other sums payable under this Agreement.

14.3    Demand basis

        If,  pursuant to clause  14.2(b),  the Agent  declares  all  outstanding
        Advances and Utilisations to be due and payable on demand then the Agent
        may (and, if so instructed by the Majority Banks,  shall) at any time by
        written  notice to the  Borrowers (a) call for




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<PAGE>

        repayment  of the  Advances  and  Utilisations  on  such  date as may be
        specified in such notice whereupon the Advances and  Utilisations  shall
        become  due and  payable  on the  date so  specified  together  with all
        interest and  commitment  commission  accrued and all other sums payable
        under  this  Agreement  (including  full cash  cover in  respect  of all
        outstanding   Swingline   Letters  of  Credit)  or  (b)  withdraw   such
        declaration with effect from the date specified in such notice.

15      Indemnities

15.1    Miscellaneous indemnities

        Each  Borrower  shall on demand  indemnify  each Finance  Party  without
        prejudice  to any of their other  rights  under this  Agreement  and the
        Security  Documents,  against  any loss  (including  loss of  Margin) or
        expense  which such Finance Party shall certify as sustained or incurred
        by it as a consequence of:

        (a)     any  default  in  payment  by any member of the Group of any sum
                under this Agreement or any of the Security Documents when due;

        (b)     the occurrence of any other Event of Default;

        (c)     any  prepayment  of  all  or  part  of any  Advance  being  made
                otherwise than on its Repayment Date; or

        (d)     any  Advance  not being made or  Swingline  Letter of Credit not
                being issued for any reason (excluding any default by the Agent,
                the Swingline  Bank,  any Arranger or any Bank) after a Drawdown
                Notice or an L/C Application has been given;

         including, in any such case, but not limited to, any loss or expense
         sustained or incurred by such Bank in maintaining or funding all or any
         part of its Contribution or in liquidating or re-employing deposits
         from third parties acquired or contracted for to fund all or any part
         of its Contribution or any other amount owing to such Bank.

15.2    Currency of account; currency indemnity

        No  payment  by a  Borrower  under  this  Agreement  which  is made in a
        currency other than the currency ("Contractual  Currency") in which such
        payment  is  required  to be  made  pursuant  to  this  Agreement  shall
        discharge  the  obligation  in respect of which it is made except to the
        extent of the net proceeds in the Contractual  Currency  received by the
        Agent, the Swingline Bank or the Overdraft Bank, as appropriate upon the
        sale of the currency so received,  after taking into account any premium
        and costs of exchange in connection with such sale. For the avoidance of
        doubt no Finance  Party shall be obliged to accept any such payment in a
        currency other than the Contractual Currency nor shall any Finance Party
        be liable to any  Borrower  for any loss or alleged  loss  arising  from
        fluctuations in exchange rates between the date on which such payment is
        so received by the Agent,  the Swingline Bank or the Overdraft  Bank, as
        appropriate  and the date on which the Agent,  the Swingline Bank or the
        Overdraft Bank, as



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<PAGE>

        appropriate effects such sale, as to which the Agent, the Swingline Bank
        or the Overdraft  Bank, as appropriate  shall (as against such Borrower)
        act in good faith.  If any sum due from a Borrower  under this Agreement
        or any order or judgment given or made in relation hereto is required to
        be converted from the Contractual  Currency or the currency in which the
        same is payable under such order or judgment (the "first currency") into
        another  currency (the "second  currency") for the purpose of (a) making
        or filing a claim or proof against a Borrower, (b) obtaining an order or
        judgment in any court or other  tribunal or (c)  enforcing  any order or
        judgment  given or made in relation  to this  Agreement,  such  Borrower
        shall  indemnify and hold harmless the Finance  Parties from and against
        any loss suffered as a result of any difference  between (i) the rate of
        exchange  used for such purpose to convert the sum in question  from the
        first  currency  into the second  currency and (ii) the rate or rates of
        exchange  at which  such  Finance  Party may in the  ordinary  course of
        business  purchase  the first  currency  with the second  currency  upon
        receipt of a sum paid to it in satisfaction, in whole or in part, of any
        such  order,  judgment,  claim or proof.  Any amount due from a Borrower
        under the  indemnity  contained  in this  clause  15.2 shall be due as a
        separate debt and shall not be affected by judgment  being  obtained for
        any other sums due under or in respect  of this  Agreement  and the term
        "rate of exchange" includes any premium and costs of exchange payable in
        connection  with the  purchase  of the first  currency  with the  second
        currency.

15.3    ECB reserve requirements

        The Parent  shall on demand  indemnify  each Funder  against any cost or
        loss  suffered by it as a result of complying  with  European  System of
        Central  Banks  reserve  requirements  to the extent  such  requirements
        relate to its participation in the Facilities and are not recoverable by
        such Funder under clause 16.2.

16      Unlawfulness and increased costs; mitigation

16.1    Unlawfulness

        If, after the date of this  Agreement  it is or becomes  contrary to any
        applicable law or regulation for any Funder to contribute to Advances or
        to maintain its  Commitment  or fund its  Contribution  or to fulfil its
        obligations  under  clause 6 or  clause 7 or for the  Swingline  Bank to
        issue or perform its obligations  under Swingline Letters of Credit such
        Funder shall promptly,  through the Agent,  notify the Parent of (i) the
        obligations which have been rendered illegal, (ii) the date on which the
        illegality has or will take effect and (iii) details of the relevant law
        or regulation whereupon:

        (a)     such Funder's  Commitment under the Revolving Credit Facilities,
                the Swingline  Facility or the Overdraft  Facility,  as relevant
                shall  be  reduced  to  zero  but  without   prejudice   to  the
                obligations  to  indemnify  the  Swingline  Bank in  relation to
                Swingline  Letters of Credit and the Overdraft  Bank in relation
                to the Overdraft Facility pursuant to clauses 6.12 and 7.2 which
                will remain in full force and effect until the Swingline Bank or
                the Overdraft  Bank,  as relevant  notifies such Bank that it is
                satisfied that the Swingline Borrower or the Overdraft Borrower,
                as relevant, has cash collateralised the amount of that



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<PAGE>

                Funder's  indemnification  exposure  in respect  of  outstanding
                Swingline Letters of Credit or the Overdraft Facility; and

        (b)     the Borrowers shall be obliged to

                (i)     prepay  the  Contribution  of such  Funder  on a  future
                        specified  date not being  earlier than the latest date,
                        if such  illegality  has taken effect,  permitted by the
                        relevant law or regulation; and

                (ii)    pay an amount  equivalent  to, and in the  currency  of,
                        such   indemnification   exposure  in  respect  of  each
                        outstanding Swingline Letter of Credit and the Overdraft
                        Facility,  to the  Agent  as cash  collateral  for  such
                        exposure; and

                        if it becomes so contrary to any law or regulation prior
                        to the proposed date of opening the Swingline  Letter of
                        Credit  for the  Swingline  Bank to open such  Swingline
                        Letter of Credit,  the obligations of the Swingline Bank
                        to issue  Swingline  Letters of Credit  shall  forthwith
                        terminate; and

                (ii)    if it becomes so contrary to any law or regulation after
                        the L/C Issue Date for the Swingline Bank to perform its
                        obligations  under a Swingline Letter of Credit then the
                        Agent  shall,  at  the  request  and  on  behalf  of the
                        Swingline  Bank,  give notice to the  relevant  Borrower
                        requiring  the relevant  Borrower to cause the liability
                        of the  Swingline  Bank under that  Swingline  Letter of
                        Credit to be discharged in full to the  satisfaction  of
                        the Swingline Bank.

        Any prepayment  pursuant to this clause 16.1 shall be made together with
        all amounts referred to in clause 8.7.

16.2    Increased costs

        If the  result of any change in, or in the  official  interpretation  or
        application  of,  or the  introduction  of,  any law or any  regulation,
        request or requirement  (whether or not having the force of law, but, if
        not having the force of law,  with which the relevant  Funder or, as the
        case  may  be,  its  holding  company  habitually  complies),  including
        (without  limitation)  those  relating to  Taxation,  capital  adequacy,
        liquidity,  reserve  assets,  cash ratio deposits and special  deposits,
        (including European System of Central Banks reserve requirements) is to:

        (a)     subject  any Funder to Taxes or change the basis of  Taxation of
                any Funder  with  respect to any  payment  under this  Agreement
                (other than Taxes or Taxation on the overall net income, profits
                or gains of such Funder imposed in the jurisdiction in which its
                principal or lending  office  under this  Agreement is located);
                and/or

        (b)     increase  the cost to,  or  impose an  additional  cost on,  any
                Funder or its holding company in making or keeping available all
                or part of such Funder's



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<PAGE>

                Commitment  or  maintaining  or  funding  all or  part  of  such
                Funder's Contribution; and/or

        (c)     reduce the amount payable or the effective  return to any Funder
                under this Agreement; and/or

        (d)     reduce any Funder's or its holding  company's  rate of return on
                its overall capital by reason of a change in the manner in which
                it is required to allocate  capital  resources to such  Funder's
                obligations under this Agreement; and/or

        (e)     require any Funder or its  holding  company to make a payment or
                forgo a  return  calculated  by  reference  to or on any  amount
                received  or  receivable  by such Funder  under this  Agreement;
                and/or

        (f)     require any Funder or its holding  company to incur or sustain a
                loss (including a loss of future potential profits) by reason of
                being obliged to deduct all or part of such Funder's Commitment,
                exposure under Swingline  Letters of Credit or Contribution from
                its capital for regulatory purposes,

        then and in each such case (but subject to clause 16.3):

                (i)     such Funder shall notify the Parent through the Agent in
                        writing of such event  promptly upon its becoming  aware
                        of the same; and

                (ii)    the Borrowers shall on demand,  made at any time whether
                        or not such  Funder's  Contribution  or  exposure  under
                        Swingline Letters of Credit has been repaid,  pay to the
                        Agent for the  account of such  Funder the amount  which
                        such Funder  specifies (in a  certificate  setting forth
                        the  basis of the  computation  of such  amount  but not
                        including  any matters  which such Funder or its holding
                        company   regards  as   confidential)   is  required  to
                        compensate  such Funder  and/or its holding  company for
                        such liability to Taxes,  increased or additional  cost,
                        reduction, payment, forgone return or loss.

        For the purposes of this clause 16.2 and clause 16.4  "holding  company"
        means,  in relation  to a Funder,  the company or entity (if any) within
        the consolidated supervision of which such Funder is included.

16.3    Exceptions

        Nothing in clause 16.2 shall entitle any Funder to receive any amount in
        respect of  compensation  for any such liability to Taxes,  increased or
        additional  cost,  reduction,  payment,  forgone  return  or loss to the
        extent that the same:

        (a)     is taken into account in calculating the Additional Cost; or

        (b)     is the subject of an additional payment under clause 10.5; or



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<PAGE>

        (c)     arises  as a  consequence  of  (or  of  any  law  or  regulation
                implementing) (i) the proposals for international convergence of
                capital measurement and capital standards published by the Basle
                Committee on Banking  Regulations and  Supervisory  Practices in
                July 1988 and/or (ii) any  applicable  directive of the European
                Union (in each case) unless it results from any change in, or in
                the interpretation or application of, such proposals or any such
                applicable directive (or any law or regulation  implementing the
                same) occurring after the date hereof.

        For the purposes of clause 16.3(c) the term "applicable directive" means
        (exclusively) each of the Own Funds Directive  (89/299/EEC of 17th April
        1989) and the Solvency  Ratio  Directive  (89/647/EEC  of 18th  December
        1989).

16.4    Mitigation

        If circumstances  arise which would, or would upon the giving of notice,
        result in:

        (a)     the Borrowers being required to make an increased payment to any
                Funder pursuant to clause 10.5;

        (b)     the  reduction  of  any  Funder's  Commitment  to  zero  or  the
                Borrowers  being  required to prepay any  Funder's  Contribution
                pursuant to clause 16.1; or

        (c)     the Borrowers  being required to make a payment to any Funder to
                compensate such Funder or its holding company for a liability to
                Taxes, increased or additional cost, reduction, payment, forgone
                return or loss pursuant to clause 16.2(ii),

        then, without in any way limiting,  reducing or otherwise qualifying the
        obligations  of the  Borrowers  under clause 10 and this clause 16, such
        Funder shall,  in  consultation  with the Agent,  endeavour to take such
        reasonable  steps (and/or,  in the case of clause 16.2(ii) and where the
        increased or additional cost, reduction, payment, forgone return or loss
        is that of its holding  company,  endeavour  to procure that its holding
        company takes such reasonable  steps) as are open to it (or, as the case
        may be, its holding  company)  to mitigate or remove such  circumstances
        (including  (in the case of such  Funder) the transfer of its rights and
        obligations   under  this   Agreement   to  another  bank  or  financial
        institution)  unless the taking of such steps  might (in the  opinion of
        such Funder) be  prejudicial to such Funder (or, as the case may be, its
        holding  company) or be in conflict  with such Funder's (or, as the case
        may be, its holding  company's) general banking policies or involve such
        Funder (or,  as the case may be, its  holding  company) in expense or an
        increased administrative burden.

16.5    Regulation D Costs

        Each US  Borrower  shall,  within  10  Banking  Days (if it is the first
        occasion on which the relevant  Bank makes the demand) or 5 Banking Days
        (in all other cases) of demand by any Bank  (through the Agent),  pay to
        that Bank the amount of any Regulation D



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        Costs actually  incurred by that Bank in respect of its participation in
        any loan made by it to that US Borrower.

17      Set-off and pro rata payments

17.1    Set-off

        Following  an  Event  of  Default  which is  continuing  unremedied  and
        unwaived  each  Borrower  authorises  each  Funder to apply  any  credit
        balance to which such  Borrower is then  entitled on any account of such
        Borrower  with  such  Funder  at  any  of  its  branches  in or  towards
        satisfaction  of any sum then due and payable from such Borrower to such
        Funder under this Agreement.  For this purpose each Funder is authorised
        to purchase with the moneys  standing to the credit of such account such
        other currencies as may be necessary to effect such application. None of
        the Funders  shall be obliged to exercise  any right given to it by this
        clause 17.1.  Each Funder shall notify the Agent and the Parent  (giving
        full details)  forthwith upon the exercise or purported  exercise of any
        right of set-off and the Agent shall inform the other  Funders.  Failure
        by any Funder to notify  the Agent and the  Parent  shall not affect the
        validity of the set-off.

17.2    Pro rata payments

        (a)     If at any time any Bank  (the  "Recovering  Bank")  receives  or
                recovers  any  amount  owing to it by any  Borrower  under  this
                Agreement by direct payment, set-off or in any manner other than
                by  payment  through  the  Agent  pursuant  to  clause  10.1  or
                10.11(not  being a payment  received  from a Substitute  in such
                Bank's Contribution or any other payment of an amount due to the
                Recovering Bank for its sole account pursuant to clauses 8.5, 9,
                10.5,  15.1,  15.2,  16.1 or 16.2),  the Recovering  Bank shall,
                within two Banking Days of such receipt or recovery (a "Relevant
                Receipt")  notify  the  Agent  of the  amount  of  the  Relevant
                Receipt.  If the Relevant  Receipt  exceeds the amount which the
                Recovering Bank would have received if the Relevant  Receipt had
                been  received by the Agent and  distributed  pursuant to clause
                10.1 or 10.11 (as the case may be) then:

                (i)     within  two  Banking  Days of demand by the  Agent,  the
                        Recovering  Bank shall pay to the Agent an amount  equal
                        (or equivalent) to the excess;

                (ii)    the Agent shall  treat the excess  amount so paid by the
                        Recovering  Bank  as if it  were a  payment  made by the
                        Borrowers  and  shall  distribute  the same to the Banks
                        (other  than the  Recovering  Bank) in  accordance  with
                        clause 10.1 or clause 10.11, as the case may be; and

                (iii)   as between the  Borrowers  and the  Recovering  Bank the
                        excess amount so re-distributed  shall be treated as not
                        having been paid but the obligations of the Borrowers to
                        the other  Banks  shall,  to the extent of the amount so
                        re-distributed to them, be treated as discharged.



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<PAGE>

        (b)     If any  part  of the  Relevant  Receipt  subsequently  has to be
                wholly or partly  refunded by the Recovering  Bank (whether to a
                liquidator  or  otherwise)  each  Bank to which any part of such
                Relevant Receipt was so re-distributed shall on request from the
                Recovering  Bank repay to the  Recovering  Bank such  Bank's pro
                rata  share  of  the  amount  which  has to be  refunded  by the
                Recovering Bank.

        (c)     Each Bank shall on request supply to the Agent such  information
                as the Agent may from time to time  request  for the  purpose of
                this clause 17.2.

        (d)     Notwithstanding the foregoing  provisions of this clause 17.2 no
                Recovering  Bank shall be obliged to share any Relevant  Receipt
                which it  receives or  recovers  pursuant  to legal  proceedings
                taken by it to recover any sums owing to it under this Agreement
                with any other  party  which has a legal right to, but does not,
                either  join in such  proceedings  or  commence  and  diligently
                pursue separate proceedings to enforce its rights in the same or
                another  court  (unless  the   proceedings   instituted  by  the
                Recovering Bank are instituted by it without prior notice having
                been given to such party through the Agent).

17.3    No release

        For the  avoidance  of doubt it is hereby  declared  that failure by any
        Recovering  Bank to comply with the  provisions of clause 17.2 shall not
        release  any  other  Recovering  Bank  from  any of its  obligations  or
        liabilities under clause 17.2.

17.4    No charge

        The  provisions  of this clause 17 shall not, and shall not be construed
        so as to,  constitute  a charge  by a Bank over all or any part of a sum
        received or  recovered  by it in the  circumstances  mentioned in clause
        17.2.

18      Assignment,   substitution,   lending  offices,   Additional  Borrowers,
        Additional Guarantors and Affiliates of Banks

18.1    Benefit and burden

        This Agreement  shall be binding upon, and enure for the benefit of, the
        Finance Parties and their respective successors and permitted assigns.

18.2    No assignment by Borrower

        None of the  Borrowers  may assign or  otherwise  transfer  any of their
        rights or obligations under this Agreement.

18.3    Substitution

        Each Bank (an "Existing Bank") may transfer, by way of novation (but not
        by way of  assignment  or  otherwise),  all or any  part of its  rights,
        benefits and/or  obligations under this Agreement to another  Qualifying
        Bank (a "Substitute") in minimum amounts of $7,500,000, with the consent
        in  writing  (a) of the  Parent,  such  consent  not to be

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<PAGE>

        unreasonably  withheld or delayed and (b) of the Swingline  Bank and the
        Overdraft Bank, such consent not to be unreasonably withheld or delayed.
        Any such  novation  shall be effected upon not less than 5 Banking Days'
        prior notice by delivery to the Agent of a duly  completed  Substitution
        Certificate  duly executed by the Existing Bank and the  Substitute.  On
        the  Transfer  Date  (as   specified  and  defined  in  a   Substitution
        Certificate  so  executed  and  delivered),   to  the  extent  that  the
        Commitment  and  Contribution  of the Existing  Bank are  expressed in a
        Substitution  Certificate to be the subject of the novation in favour of
        the Substitute  effected  pursuant to this clause 18.3, by virtue of the
        counter-signature  of the  Substitution  Certificate  by the Agent  (for
        itself,  the Borrowers,  the Guarantors,  the Arrangers,  the Banks, the
        Swingline Bank, the Agent and the Security Trustee and the other parties
        to this Agreement):

        (a)     the existing  parties to this  Agreement  and the Existing  Bank
                shall be released from their respective  obligations towards one
                another  under this  Agreement  ("discharged  obligations")  and
                their respective rights against one another under this Agreement
                ("discharged rights") shall be cancelled;

        (b)     the Substitute  party to the relevant  Substitution  Certificate
                and the  existing  parties to this  Agreement  and the  Security
                Trust  Deed  (other  than  such  Existing   Bank)  shall  assume
                obligations  towards each other which differ from the discharged
                obligations  only insofar as they are owed to or assumed by such
                Substitute instead of to or by such Existing Bank; and

        (c)     the Substitute  party to the relevant  Substitution  Certificate
                and the  existing  parties to this  Agreement  and the  Security
                Trust Deed (other than such Existing  Bank) shall acquire rights
                against each other which differ from the discharged  rights only
                insofar as they are  exercisable  by or against such  Substitute
                instead of by or against such Existing Bank,

         and, on such Transfer Date,   the  Substitute  shall pay to the Agent a
         fee of  L1,500,  as to L1,000   for the  account of the Agent and as to
         L500 for the account of the Parent.   The Agent shall  promptly  notify
         the  other  Banks  and  the  Parent   of  the  receipt  by  it  of  any
         Substitution  Certificate  and shall   promptly  deliver a copy of such
         Substitution  Certificate  to the  Parent.   The  portions  of any such
         transfer fees which are for the account of the  Parent shall be paid by
         the  Agent  to the  Parent  in  arrears  at  three   monthly  intervals
         commencing three months after the date of this Agreement.

18.4    Limitation on certain obligations

        (a)     If, at the time of any  novation or change in lending  office by
                any Funder  circumstances exist which would oblige the Borrowers
                to pay to the  Substitute  (or, in the case of change in lending
                office,  the relevant Funder) under clauses 10.1, 10.5 or 16 any
                sum in excess of the sum (if any)  which  they  could  have been
                obliged to pay to that Funder under the  relevant  clause in the
                absence  of that  novation  or change  of  lending  office,  the
                Borrowers shall not be obliged to pay that excess;



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<PAGE>

        (b)     a Bank may not novate  any of its rights to payment of  interest
                in respect of an Advance to a UK Borrower,  other than to a Bank
                which is a Qualifying  Bank by virtue of paragraph (a) or (c) of
                the  definition  of  Qualifying  Bank,  as long as that Borrower
                remains a UK Borrower.

18.5    Reliance on Substitution Certificate

        The Finance  Parties,  the Borrowers and the  Guarantors  shall be fully
        entitled to rely on any Substitution  Certificate delivered to the Agent
        in accordance  with the foregoing  provisions of this clause 18 which is
        complete and regular on its face as regards its contents and purportedly
        signed on behalf of the relevant  Existing Bank and the  Substitute  and
        none of the Finance Parties, the Borrowers and the Guarantors shall have
        any liability or responsibility to any party as a consequence of placing
        reliance  on  and  acting  in  accordance  with  any  such  Substitution
        Certificate  if it proves to be the case that the same was not authentic
        or duly authorised.

18.6    Authorisation of Agent

        Each  party  to this  Agreement  irrevocably  authorises  the  Agent  to
        counter-sign  each  Substitution  Certificate  on  its  behalf  for  the
        purposes of clause 18.3 without any further  consent of, or consultation
        with, such party except, in the case of the Parent, the consent required
        pursuant to clause 18.3.

18.7    Construction of certain references

        If any  Funder  novates  all or any  part of its  rights,  benefits  and
        obligations  as provided in clause 18.3 all relevant  references in this
        Agreement to such Funder shall thereafter be construed as a reference to
        such  Funder  and/or its  Substitute  to the extent of their  respective
        interests.

18.8    Lending offices

        Each Funder  shall lend  through its office at the address  specified in
        schedule  2 or,  as  the  case  may  be,  in any  relevant  Substitution
        Certificate  or through any other  office of such Funder  selected  from
        time to time by such Funder through which such Funder wishes to lend for
        the purposes of this Agreement.  If the office through which a Funder is
        lending is changed  pursuant to this  clause  18.8,  such  Funder  shall
        notify the Agent and the Borrowers promptly of such change.

18.9    Disclosure of information

        (a)     Subject  to  clause   18.9(b),   a  Funder  may  disclose  to  a
                prospective  transferee  or to any other  person who may propose
                entering into contractual relations with such Funder in relation
                to this Agreement such  information  about the Borrowers as such
                Funder shall consider appropriate;

        (b)     no Funder may disclose any information  about any Borrower to an
                actual or potential transferee or other person without the prior
                consent of such Borrower  (such  consent not to be  unreasonably
                withheld or delayed)  until such  Funder



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<PAGE>

                has obtained  from the actual or potential  transferee  or other
                person an  undertaking  to the Funders and to the Parent to keep
                such information  confidential save as required by statute or by
                a court of law or as may be required to be disclosed to the Bank
                of  England or  similar  monetary  or  regulatory  authority  in
                accordance  with whose  instructions  such bank,  transferee  or
                other  person is  accustomed  to  acting or to its  professional
                advisers on a confidential basis or where such information is in
                the public domain;

        (c)     any  information  furnished  pursuant to this  Agreement  to any
                Finance  Party shall be kept  confidential  by the recipient and
                the  Finance  Parties  hereby  agree  to  keep  the  information
                confidential,  save that the  provisions of this clause  18.9(c)
                shall not apply:

                (i)     to any information already known to the recipient;

                (ii)    to  any   information   subsequently   received  by  the
                        recipient which it would otherwise be free to disclose;

                (iii)   to any information  which is or becomes public knowledge
                        otherwise than by reason of a breach of  confidentiality
                        by the Finance Party concerned;

                (iv)    to any extent that the recipient is required to disclose
                        the same  pursuant  to any law or order of any  court or
                        order of any governmental agency with whose instructions
                        the recipient habitually complies; and

                (v)     to  any  information  disclosed  to  auditors  or  other
                        professional  advisers  who  are  subject  to a duty  of
                        confidentiality  or any other person who undertakes with
                        the Parent to keep the information confidential.

18.10   Restrictions on novations

        Where a Funder  novates  part of its rights,  benefits  and  obligations
        pursuant to clause 18.3,  that Funder must novate equal fractions of its
        Commitment and  Contribution  (if any) in respect of the Facilities and,
        if at the time when such  novation  takes effect more than one Revolving
        Credit Advance is outstanding,  the novation of its  Contribution  shall
        take  effect in respect of the same  fraction of each  Revolving  Credit
        Advance.  The  Substitution  Certificate  relating to any such  novation
        shall be completed accordingly.

18.11   Additional Borrowers and Additional Overdraft Borrowers

        (a)     If the Parent  wishes one of its  wholly-owned  Subsidiaries  to
                become  an  Additional  Borrower  or  an  Additional   Overdraft
                Borrower, then, with the prior written approval of the Banks, it
                may  deliver  to the  Agent  the  documents  listed in part D of
                schedule 4.

        (b)     On delivery of a Borrower  Accession  Agreement  or an Overdraft
                Borrower  Accession  Agreement  duly  executed  by the  relevant
                Subsidiary and the Parent,



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<PAGE>

                the Subsidiary  concerned will become an Additional  Borrower or
                an Additional  Overdraft Borrower,  as the case may be. However,
                it may  not  utilise  the  Facilities  (or,  in the  case  of an
                Additional Overdraft Borrower, the Overdraft Facility) until the
                Agent  confirms to the Banks and the Parent that it has received
                all the documents referred to in paragraph (a) above in form and
                substance satisfactory to it, which it shall do promptly.

        (c)     Delivery  of a Borrower  Accession  Agreement,  or an  Overdraft
                Borrower Accession Agreement, executed by the Subsidiary and the
                Parent,  constitutes  confirmation  by that  Subsidiary  and the
                Parent that the representations and warranties set out in clause
                11 (other than the excluded  representations  and warranties) to
                be made by them on the date of the Borrower Accession  Agreement
                or the Overdraft Borrower Accession Agreement are correct, as if
                made  with  reference  to  the  facts  and  circumstances   then
                existing.

        (d)     The Finance Parties  irrevocably  authorise the Agent to execute
                any duly  executed  Borrower  Accession  Agreement  or Overdraft
                Accession  Agreement on their behalf,  upon receipt of the prior
                written approval of the Banks under paragraph (a) above.

18.12   Additional Guarantors

        (a)     The Parent shall procure that, as soon as reasonably practicable
                after,  but in any  event  within 60 days of  completion  of the
                Lighthouse  Acquisition,  each of the companies listed in part D
                of schedule 1 will  approve,  implement,  execute and deliver to
                the Agent the items  referred  to in part C of schedule 4 to the
                satisfaction  of the Agent  (unless  and to the extent that such
                execution and delivery would be unavoidably unlawful).

        (b)     The Parent shall procure that, as soon as reasonably practicable
                after,  but in any  event  within  30 days of,  the date of this
                Agreement  Headcount Field Marketing  Limited (Number  01425412)
                will  approve,  implement,  execute and deliver to the Agent the
                items referred to in part C of schedule 4 to the satisfaction of
                the Agent  (unless  and to the extent  that such  execution  and
                delivery would be unavoidably unlawful).

18.13   The Parent as Borrowers' agent

        Each  Borrower  by its  execution  of  this  Agreement  or an  Accession
        Certificate, as the case may be, irrevocably appoints and authorises the
        Parent:

        (a)     as agent for such  Borrower  to receive all  notices,  requests,
                demands  or other  communications  under  this  Agreement  which
                shall,  without prejudice to any other effective mode of serving
                the same, be properly served on the Borrower concerned if served
                on the Parent in accordance with clause 20.1; and

        (b)     to  give  all   notices   (including   Drawdown   Notices)   and
                instructions  and  make  such  agreements  (including,   without
                limitation,  any Borrower Accession



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<PAGE>

                Certificate)  expressed  to be capable of being given or made by
                such Borrower or the Borrowers in this Agreement notwithstanding
                that they may affect such Borrower without further reference to,
                or the consent of, such  Borrower and such  Borrower  shall,  as
                regards the  Finance  Parties,  be bound  thereby as though such
                Borrower  itself had given such notice or  instructions  or made
                such agreement.

18.14   Amendments binding

        Without  prejudice  to the  other  provisions  of  this  Agreement  each
        Borrower  hereby  confirms that if the Parent and the Finance Parties or
        any of them enter into any amendment or supplement to or  restatement of
        this  Agreement,  the  Parent's  execution  of  any  such  amendment  or
        supplement or restatement,  whether or not expressly made or purportedly
        made on behalf of such Borrower,  shall (to the extent legally possible)
        bind such  Borrower  without  the need to  obtain  any  confirmation  or
        acknowledgement from such Borrower. For this purpose, each Borrower, for
        the benefit of the Finance Parties, irrevocably designates, appoints and
        empowers the Parent as its agent and attorney.

18.15   Affiliates of Banks

        (a)     A Bank may provide for an Affiliate  (or branch) to  participate
                either (i) in all Revolving  Credit  Advances to any US Borrower
                or (ii) in all Advances and  Utilisations  other than  Revolving
                Credit Advances to any US Borrower by:

                (A)     joining the relevant  Affiliate (or branch) in as a Bank
                        by means of a  Substitution  Certificate  in  accordance
                        with clause 18.3; and

                (B)     giving notice to the Agent and the Parent, detailing the
                        Revolving  Credit  Advances in which that  Affiliate (or
                        branch) will participate.

                In this event such Bank and its Affiliate (or branch):

                        (1)     will be treated  as having a single  Commitment,
                                but,  for all  other  purposes  other  than that
                                mentioned  in  paragraph  (b)  below,   will  be
                                treated as separate Banks; and

                        (2)     participate in Revolving  Credit Advances in the
                                manner  notified  to the Agent and the Parent in
                                accordance with sub-paragraph (B) above.

        (b)     For the purposes of:

                (i)     compliance with clause 18.3; and

                (ii)    voting in connection with this Agreement or any Security
                        Document,

                each Bank and its  Affiliate  (or branch)  will be regarded as a
                single Bank.



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<PAGE>

19      Arranger, Agent, Security Trustee and Reference Banks

19.1    Appointment of Agent

        Each Bank  irrevocably  appoints the Agent as its agent for the purposes
        of this  Agreement and any relevant  Security  Document and  irrevocably
        authorises the Agent (whether or not by or through  employees or agents)
        to take such action on such Bank's  behalf and to exercise  such rights,
        remedies,  powers and discretions as are  specifically  delegated to the
        Agent by this Agreement and/or the relevant  Security  Document together
        with such powers and  discretions as are reasonably  incidental  thereto
        (but  subject  to any  restrictions  or  limitations  specified  in this
        Agreement).  None of the Agent,  the Swingline Bank, the Overdraft Bank,
        the Arrangers or the Security Trustee shall,  however,  have any duties,
        obligations or liabilities (whether fiduciary or otherwise) to the Banks
        beyond those  expressly  stated in this  Agreement or the Security Trust
        Deed.

19.2    Agent's actions

        Any action taken by the Agent under or in relation to this Agreement and
        any relevant Security Document with requisite authority, or on the basis
        of appropriate instructions, received from the Majority Banks or all the
        Banks,  as the case may be (or as otherwise duly  authorised),  shall be
        binding on all the Banks.

19.3    Agent's duties

        The Agent shall:

        (a)     promptly  notify  each  Bank of the  contents  of  each  notice,
                certificate  or other  document  received  by the Agent from the
                Borrower under or pursuant to clauses 12.1(a) and 12.1(h);

        (b)     (subject  to the other  provisions  of this clause 19) take such
                action or, as the case may be,  refrain  from taking such action
                with  respect to the  exercise of any of its  rights,  remedies,
                powers  and  discretions  as agent,  as the  Majority  Banks may
                reasonably direct; and

        (c)     serve as the  Borrowers'  agent  solely for the  purpose of this
                clause to maintain a register (the "Register of Commitments") on
                which the Agent will record the Commitments from time to time of
                each of the Banks,  the Advances  made from time to time by each
                of the Banks and each  repayment  in  respect  of the  principal
                amount of such  Advance of each such  Bank.  The Agent will open
                the Register of  Commitments  on the date of this  Agreement and
                will enter into and record on the  Register  of  Commitments  on
                such  date the  Commitments  of all of the Banks as set forth in
                schedule 2.  Thereafter  the Agent will enter into and record on
                the  Register  of  Commitments   any  and  all  changes  to  the
                Commitments  of any  one or  more  Banks  made  pursuant  to the
                provisions of this Agreement,  the addition of new Banks and the
                removal of Banks as a result of substitutions pursuant to clause
                18.3.  With respect to any Bank, the



                                       98
<PAGE>

                transfer of the  Commitments  of such Bank and the rights to the
                principal  of,  interest on and fees with respect to any Advance
                made pursuant to such  Commitment  shall not be effective  until
                such  transfer  is  recorded  on  the  Register  of  Commitments
                maintained  by the  Agent  with  respect  to  ownership  of such
                Commitments  and  Advances  and  prior to such  recordation  all
                amounts owing to the transferor with respect to such Commitments
                and  Advances  shall  remain  owing  to  the   transferor.   The
                registration  of  substitution or transfer of all or part of any
                Commitments  and Advances  shall be recorded by the Agent on the
                Register of Commitments only upon the acceptance by the Agent of
                a properly executed and delivered Substitution Certificate.

19.4    Agent's rights

        The Agent may:

        (a)     in the exercise of any right,  remedy,  power or  discretion  in
                relation  to  any  matter,  or in  any  context,  not  expressly
                provided  for  by  this  Agreement  or  any  relevant   Security
                Document,  act or, as the case may be,  refrain  from  acting in
                accordance  with the  instructions  of the Majority  Banks,  and
                shall be fully protected in so doing;

        (b)     unless  and until it shall  have  received  directions  from the
                Majority  Banks  or all  the  Banks  as  applicable  under  this
                Agreement,  take such action, or refrain from taking such action
                in respect of a Default of which the Agent has actual  knowledge
                as it shall deem  advisable  in the best  interests of the Banks
                (but shall not be obliged to do so);

        (c)     refrain from acting in accordance  with any  instructions of the
                Majority Banks to institute any legal proceedings arising out of
                or in connection  with this  Agreement or any relevant  Security
                Document  until it has been  indemnified  and/or  secured to its
                satisfaction against any and all costs,  expenses or liabilities
                (including legal fees) which it would or might incur as a result
                unless  such  costs,  expenses  or  liabilities  result from the
                Agent's gross negligence or wilful misconduct;

        (d)     deem and  treat  (i) each  Bank as the  person  entitled  to the
                benefit of the  Contribution  of such Bank for all  purposes  of
                this Agreement unless and until a Substitution Certificate shall
                have been filed with the Agent, and (ii) the office set opposite
                the name of each Bank in  schedule  2 or, as the case may be, in
                any relevant  Substitution  Certificate  as such Bank's  lending
                office  unless  and until a written  notice of change of lending
                office shall have been received by the Agent;  and the Agent may
                act upon any such notice unless and until the same is superseded
                by a further such notice;

        (e)     rely as to matters of fact which might reasonably be expected to
                be within the knowledge of a Borrower upon a certificate  signed
                by any director of that Borrower on behalf of that Borrower; and



                                       99
<PAGE>

        (f)     do anything  which is in its opinion  necessary  or desirable to
                comply with any law or regulation in any jurisdiction.

19.5    No liability of Arrangers,  Security Trustee,  Agent, Swingline Bank and
        Overdraft Bank

        None of the Arrangers,  the Security  Trustee,  the Agent, the Swingline
        Bank,  Overdraft  Bank or any of their  respective  employees and agents
        shall:

        (a)     be obliged to request any certificate or opinion under clause 12
                or to make  any  enquiry  as to the use of the  proceeds  of the
                Facilities  unless  (in the case of the  Agent) so  required  in
                writing by any Bank, in which case the Agent shall promptly make
                the appropriate request of the Borrowers; or

        (b)     be  obliged  to make any  enquiry as to any breach or default by
                any  Borrower in the  performance  or  observance  of any of the
                provisions of this  Agreement or any Security  Document or as to
                the existence of a Default unless (in the case of the Agent) the
                Agent has  actual  knowledge  thereof  or has been  notified  in
                writing  thereof  by a Bank,  in  which  case  the  Agent  shall
                promptly notify the Banks of the relevant event or circumstance;
                or

        (c)     be  obliged  to enquire  whether  or not any  representation  or
                warranty  made  by any  member  of the  Group  pursuant  to this
                Agreement or any Security Document is true; or

        (d)     be  obliged  to  do  anything  (including,  without  limitation,
                disclosing any document or information) which would, or might in
                its opinion, be contrary to any law or regulation or be a breach
                of any duty of  confidentiality  or otherwise be  actionable  or
                render it liable to any person.  For the purposes of this clause
                19.5(d)  the  parties  to  this  Agreement  acknowledge  that no
                document  delivered  to the Agent  pursuant to the terms of this
                Agreement  by any  Borrower or any  Guarantor  is subject to any
                duty of confidentiality which would restrict the Agent's ability
                to deliver  copies of the same to the Banks  provided  that this
                clause 19.5(d) shall not otherwise  affect the duty of the Agent
                or the Banks to keep any confidential information supplied to it
                or them by any member of the Group confidential; or

        (e)     be  obliged  to  account  to any Bank for any sum or the  profit
                element of any sum received by it for its own account; or

        (f)     be obliged to institute any legal proceedings  arising out of or
                in connection with this Agreement or any Security Document other
                than on the instructions of the Majority Banks; or

        (g)     be liable to any Bank for any action  taken or omitted  under or
                in  connection  with  this  Agreement,  the  Facilities  or  any
                Security  Document  unless  caused  by its gross  negligence  or
                wilful misconduct.



                                      100
<PAGE>

        For the  purposes of this clause 19.5 none of the Agent,  the  Swingline
        Bank, the Overdraft Bank, the Arrangers or the Security Trustee shall be
        treated as having actual  knowledge of any matter of which the corporate
        finance or any other division outside the agency or loan  administration
        department  of the person for the time  being  acting as the Agent,  the
        Arrangers  or the  Security  Trustee may become  aware in the context of
        corporate  finance,  advisory  or lending  activities  from time to time
        undertaken by the Agent,  the Swingline  Bank,  the Overdraft  Bank, the
        Arrangers  or the  Security  Trustee  for any member of the Group or any
        other person which may be a trade  competitor of any member of the Group
        or may  otherwise  have  commercial  interests  similar  to those of any
        member of the Group.

19.6    Non-reliance on Arrangers,  Security Trustee,  Agent,  Swingline Bank or
        Overdraft Bank

        Each Bank acknowledges that it has not relied on any statement, opinion,
        forecast or other  representation  made by the  Arrangers,  the Security
        Trustee,  the Agent or the Swingline Bank or Overdraft Bank to induce it
        to enter into this  Agreement  and that it has made and will continue to
        make, without reliance on the Agent, the Swingline Bank, Overdraft Bank,
        the Security  Trustee or any Arranger and based on such  documents as it
        considers appropriate,  its own appraisal of the creditworthiness of the
        members  of the  Group  and its  own  independent  investigation  of the
        financial  condition,  prospects and affairs of the members of the Group
        in connection with the making and  continuation of the Facilities.  None
        of the Security Trustee,  the Arrangers,  the Agent, the Swingline Bank,
        the Overdraft Bank shall (except for documents  and/or notices which the
        Security  Trustee,  the  Arrangers  and/or the Agent (i) have  agreed to
        provide to the Banks or (ii) have  received with  sufficient  copies for
        distribution  to the  Banks)  have  any duty or  responsibility,  either
        initially or on a continuing  basis, to provide any Bank with any credit
        or other  information  with respect to any Borrower  whether coming into
        its possession  before the making of any Advance or at any time or times
        thereafter,  other than (in the case of the Agent) as provided in clause
        19.3(a).

19.7    No  Responsibility on Arrangers,  the Security  Trustee,  the Agent, the
        Swingline Bank or the Overdraft Bank for any Borrower's performance

        None of the Arrangers,  the Security  Trustee,  the Agent, the Swingline
        Bank or the Overdraft Bank shall have any responsibility or liability to
        any Bank:

        (a)     on account of the  failure of any member of the Group to perform
                its obligations  under this Agreement or any Security  Document;
                or

        (b)     for the financial condition of any member of the Group; or

        (c)     for   the   completeness   or   accuracy   of  any   statements,
                representations  or warranties in this  Agreement,  any Security
                Document or the Information Memorandum or any document delivered
                under this Agreement or any Security Document; or



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<PAGE>

        (d)     for  the  execution,   effectiveness,   adequacy,   genuineness,
                validity,  enforceability  or  admissibility in evidence of this
                Agreement,  any Security Document or any certificate,  report or
                other document executed or delivered under this Agreement or any
                Security Document; or

        (e)     otherwise in connection  with the Facilities or its  negotiation
                or for acting (or, as the case may be,  refraining  from acting)
                in accordance with the instructions of the Majority Banks or all
                the Banks as applicable under this Agreement.

19.8    Reliance on documents and professional advice

        The Arrangers,  the Security Trustee,  the Agent, the Swingline Bank and
        the  Overdraft  Bank  shall be  entitled  to rely on any  communication,
        instrument  or document  believed by it to be genuine and correct and to
        have been  signed or sent by the proper  person and shall be entitled to
        rely  as  to  legal  or  other  professional  matters  on  opinions  and
        statements  of any  legal or other  professional  advisers  selected  or
        approved by it (including  those in the Agent's,  the Swingline  Bank's,
        Overdraft   Banks,   the  Security   Trustee's   or  either   Arranger's
        employment).

19.9    Other dealings

        Each of the Arrangers,  the Security  Trustee,  the Agent, the Swingline
        Bank and the Overdraft Bank may, without any liability to account to the
        Banks,  accept deposits from, lend money to, and generally engage in any
        kind of banking or other business  with,  and provide  advisory or other
        services  to,  any  member  of the  Group  or any  of  their  respective
        Subsidiaries  or any of the  Banks  as if it were not an  Arranger,  the
        Security Trustee, the Agent, the Swingline Bank or the Overdraft Bank as
        the case may be.

19.10   Rights of Agent,  Swingline Bank,  Overdraft Bank,  Security Trustee and
        Arrangers as Bank; no partnership

        With respect to its own Commitment and  Contribution (if any) the Agent,
        the  Swingline  Bank,  Overdraft  Bank,  the  Security  Trustee and each
        Arranger  shall have the same rights and powers under this  Agreement as
        any  other  Bank  and may  exercise  the  same  as  though  it were  not
        performing the duties and functions delegated to it under this Agreement
        and the  Security  Documents  and the term  "Banks"  shall,  unless  the
        context clearly otherwise indicates, include the Agent in its individual
        capacity as a Bank.  This Agreement shall not and shall not be construed
        so as to constitute a partnership between the parties or any of them.

19.11   Amendments; waivers

        (a)     Subject to clause  19.11(b),  the Agent may, with the consent of
                the Majority Banks (or if and to the extent expressly authorised
                by the other provisions of this Agreement) and, if so instructed
                by  the  Majority   Banks,   shall  (i)  agree   amendments   or
                modifications  to this Agreement with the Borrowers  and/or vary
                or waive  breaches of, or defaults  under,  or otherwise  excuse
                performance



                                      102
<PAGE>

                of, any provision of this Agreement by any Borrower  and/or (ii)
                authorise the Security Agent (on behalf of the Finance  Parties)
                to agree amendments or  modifications to the Security  Documents
                with the Borrowers  and/or the  Guarantors  and/or vary or waive
                breaches of, or defaults under, or otherwise excuse  performance
                of,  any  provision  of  any of the  Security  Documents  by any
                Borrower  or  Guarantor.  Any  such  action  so  authorised  and
                effected by the Agent shall be  documented in such manner as the
                Agent shall (with the approval of the Majority Banks) determine,
                shall  be  promptly  notified  to the  Banks  by the  Agent  and
                (without  prejudice to the  generality  of clause 19.2) shall be
                binding on all the Banks.

        (b)     Except  with the prior  written  consent of all the  Banks,  the
                Agent shall not have  authority  on behalf of the Banks to agree
                with the Borrowers and the Guarantors (or authorise the Security
                Trustee  to so agree)  any  amendment  or  modification  to this
                Agreement  or any  Security  Document  or to  grant  waivers  in
                respect of breaches or defaults or to vary or excuse performance
                of or under  this  Agreement  or any  Security  Document  by any
                Borrower  or any  Guarantor,  if the  effect of such  amendment,
                modification, waiver, variation or excuse would be to (i) reduce
                the Margin,  (ii)  postpone  the due date or, save as  expressly
                provided for in this Agreement, reduce the amount of any payment
                of principal,  interest,  commitment  commission or other amount
                payable by any Borrower or Guarantor under this Agreement or any
                Security Document or reduction of the Total  Commitments,  (iii)
                change  the  currency  in which  any  amount is  payable  by any
                Borrower  or  Guarantor  under this  Agreement  or any  Security
                Document,  (iv) increase any Bank's  Commitment,  (v) extend the
                Availability  Period,  (vi) change the  definition  of "Majority
                Banks"  in  clause  1.2,  (vii)  change  any  provision  of this
                Agreement  or any  Security  Document  referred  to in any other
                provision  in relation to which an amendment  would  require the
                consent of all the Banks or which  expressly  or by  implication
                requires  the approval or consent of all the Banks such that the
                relevant  approval or consent may be given  otherwise  than with
                the  sanction  of all the  Banks,  (viii)  change  the  order of
                distribution under clause 10.11, (ix) change clause 17.2 or this
                clause 19.11 or (x) release any Guarantor  from its  obligations
                under the Guarantee to which it is a party.

19.12   Reimbursement and indemnity by Banks

        Each  Bank  shall  reimburse  the  Security  Trustee,  the Agent and the
        Swingline Bank and the Overdraft Bank (rateably in accordance  with such
        Bank's  Commitment  or  Contribution),  to the extent that the  Security
        Trustee,  the Agent,  the Swingline  Bank or the Overdraft  Bank (as the
        case may be) is not reimbursed by the Borrowers,  for the costs, charges
        and expenses incurred by the Security Trustee,  the Agent, the Swingline
        Bank or the Overdraft Bank in connection  with or in  contemplation  of,
        the  enforcement or attempted  enforcement  of, or the  preservation  or
        attempted  preservation  of any rights  under,  or in  carrying  out its
        duties under, this Agreement and/or any Security Document  including (in
        each case) the fees and expenses of legal or other professional advisers
        except to the extent that the costs,  charges or expenses



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<PAGE>

        arise from the gross  negligence or wilful  misconduct of the Agent, the
        Security  Trustee,  the Swingline Bank or the Overdraft  Bank. Each Bank
        shall on demand indemnify the Agent, the Security Trustee, the Swingline
        Bank and the Overdraft Bank (rateably in accordance  with its Commitment
        or  Contribution)  against all  liabilities,  damages,  costs and claims
        whatsoever  incurred by the Agent, the Security  Trustee,  the Swingline
        Bank or the Overdraft Bank (as the case may be) in connection  with this
        Agreement or the  performance of its duties under this Agreement  and/or
        any Security  Document or any action taken or omitted by the Agent,  the
        Security  Trustee or the Swingline  Bank or the  Overdraft  Bank (as the
        case may be) under this  Agreement,  unless such  liabilities,  damages,
        costs or claims arise from the  Agent's,  the  Security  Trustee's,  the
        Swingline  Bank's or the Overdraft Bank's (as the case may be) own gross
        negligence or wilful misconduct.

19.13   Retirement of Agent

        (a)     The Agent may retire  from its  appointment  as Agent under this
                Agreement and the relevant  Security  Documents  having given to
                the Parent  and each of the Banks not less than 30 days'  notice
                of its  intention  to do so,  provided  that no such  retirement
                shall take effect  unless there has been  appointed by the Banks
                after consultation with the Parent as a successor agent:

                (i)     a Bank  nominated by the Majority Banks or, failing such
                        a nomination,

                (ii)    any   reputable  and   experienced   bank  or  financial
                        institution  with  offices  in London  nominated  by the
                        Agent.

                Any corporation  into which the Agent may be merged or converted
                or any  corporation  with which the Agent may be consolidated or
                any   corporation   resulting   from  any  merger,   conversion,
                amalgamation, consolidation or other reorganisation to which the
                Agent  shall  be a  party  shall,  to the  extent  permitted  by
                applicable  law, be the successor Agent under this Agreement and
                the relevant Security  Documents without the execution or filing
                of any  document  or any  further  act on the part of any of the
                parties to this  Agreement  or any relevant  Security  Document,
                save that notice of any such merger,  conversion,  amalgamation,
                consolidation or other  reorganisation  shall forthwith be given
                to the Parent and the Banks.

        (b)     Upon  any such  successor  as  aforesaid  being  appointed,  the
                retiring Agent shall be discharged  from any further  obligation
                under this  Agreement and any relevant  Security  Documents (but
                shall  continue to have the benefit of this clause 19 in respect
                of any action it has taken or  refrained  from  taking  prior to
                such  discharge) and its successor and each of the other parties
                to this Agreement and any relevant Security Documents shall have
                the same rights and obligations  among  themselves as they would
                have had if such successor had been a party to this Agreement or
                any relevant Security  Documents in place of the retiring Agent.
                The retiring Agent shall (at the expense of the Parent)  provide
                its  successor  with  copies  of  such  of  its  records  as its
                successor



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<PAGE>

                reasonably  requires  to  carry  out its  functions  under  this
                Agreement and any relevant Security Documents.

19.14   Retirement of Overdraft Bank and Swingline Bank

        With the prior consent of the Parent, not to be unreasonably withheld or
        delayed,  the Overdraft  Bank or the Swingline  Bank may resign from its
        appointment  as Overdraft  Bank or Swingline  Bank,  as the case may be,
        under this Agreement, provided that no such retirement shall take effect
        unless a successor Overdraft Bank or Swingline Bank, as the case may be,
        has been appointed by the Parent and has entered into such  arrangements
        as may be required to become a party to this Agreement as Overdraft Bank
        or  Swingline  Bank (as the case may be) and to assume  the  rights  and
        obligations  of the original  Overdraft  Bank or Swingline  Bank (as the
        case may be).

19.15   Change of Reference Banks

        If (a) the whole of the  Contribution  (if any) of any Reference Bank is
        prepaid and the whole of its  Commitment  cancelled,  (b) the Commitment
        (if any) of any  Reference  Bank is reduced to zero in  accordance  with
        clause 8.5 or 16.1, (c) a Reference Bank novates the whole of its rights
        and  obligations  (if any) as a Bank  under  this  Agreement  or (d) any
        Reference  Bank  ceases  to  provide  quotations  to the  Agent  for the
        purposes of determining LIBOR, the Agent may, acting on the instructions
        of the Majority Banks,  terminate the appointment of such Reference Bank
        and with the agreement of the Parent (not to be unreasonably withheld or
        delayed) appoint another Bank to replace such Reference Bank.

20      Notices and other matters

20.1    Notices

        Every  notice,   request,  demand  or  other  communication  under  this
        Agreement shall:

        (a)     be in writing  delivered  personally or by  first-class  prepaid
                letter (airmail if available) or telefax;

        (b)     be deemed to have been received,  subject as otherwise  provided
                in this  Agreement,  in the case of a letter when delivered and,
                in the case of a telefax,  when a complete  and legible  copy is
                received by the addressee  (unless the date of despatch is not a
                business  day in the  country  of the  addressee  or the time of
                despatch  of any  telefax is after the close of  business in the
                country  of the  addressee  in which  case it shall be deemed to
                have been  received  at the opening of business on the next such
                business day);

        (c)     if sent by  telefax  to the Agent,  be  confirmed  in writing by
                first-class  prepaid letter (airmail if available) provided that
                non receipt of such letter by the Agent shall not invalidate the
                notice; and

        (d)     be sent:




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<PAGE>

                (i)     to each Borrower c/o the Parent at:

                        121-141  Westbourne  Terrace
                        London W2 6JR
                        Telefax:  020 7262 4300
                        Attention: The Treasurer

                (ii)    to the Agent at:

                        HSBC  Investment Bank plc
                        Vintners Place
                        68 Upper Thames Street
                        London EC4V 3BJ
                        Telefax: 020 7336 9302
                        Attention: Syndicated Finance - Execution and Agency

                (iii)   to the Swingline Bank at:

                        The Bank of New York, as Swingline  Bank
                        c/o BNY Capital Markets,  Inc.
                        One Wall  Street - 18 North
                        New York
                        NY 10286
                        USA
                        Telefax:  001 212 635 6365
                        Attention:  Agency Department

                (iv)    to the Overdraft Bank at:

                        HSBC Bank plc
                        27-32 Poultry
                        London EC2P 2BX
                        Telefax: 020 7260 4800
                        Attention: Gary Lee

                (v)     to each Bank

                        at its address or telefax number
                        specified in schedule 2 or
                        in any relevant Substitution Certificate

                or to such other address or telefax number as is notified by the
                relevant party to the other parties to this Agreement.

20.2    Notices through the Agent

        Every  notice,   request,  demand  or  other  communication  under  this
        Agreement  to be given by any Borrower to any other party shall be given
        to the Agent for onward



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<PAGE>

        transmission  as  appropriate  and to be  given  to any  Borrower  shall
        (except as otherwise provided in this Agreement) be given by the Agent.

20.3    No implied waivers, remedies cumulative

        No failure or delay on the part of the Finance Parties or any of them to
        exercise any power,  right or remedy under this Agreement  shall operate
        as a waiver  thereof,  nor shall any single or partial  exercise  by the
        Finance  Parties or any of them of any power,  right or remedy  preclude
        any other or  further  exercise  thereof  or the  exercise  of any other
        power,  right or remedy.  The remedies  provided in this  Agreement  are
        cumulative and are not exclusive of any remedies provided by law.

20.4    Counterparts

        This Agreement may be executed in any number of counterparts  and by the
        different  parties  on  separate  counterparts,  each of  which  when so
        executed and delivered shall be an original,  but all counterparts shall
        together constitute one and the same instrument.

20.5    Third Party Rights

        No term of this Agreement is enforceable  under the Contracts (Rights of
        Third  Parties)  Act  1999  by a  person  who is  not a  party  to  this
        Agreement.

21      Governing law and jurisdiction

21.1    Law

        This Agreement shall be governed by English law.

21.2    Submission to jurisdiction

        The  parties to this  Agreement  agree for the  benefit  of the  Finance
        Parties that:

        (a)     if any party has any claim  against any other  arising out of or
                in connection  with this  Agreement such claim shall (subject to
                clause  21.2c)  be  referred  to the High  Court of  Justice  in
                England,  to the  jurisdiction  of  which  each  of the  parties
                irrevocably submits;

        (b)     the  jurisdiction  of the High Court of Justice in England  over
                any such claim  against any Finance  Party shall be an exclusive
                jurisdiction   and  no  courts   outside   England   shall  have
                jurisdiction to hear or determine any such claim; and

        (c)     nothing in this clause 21.2 shall limit the right of any Finance
                Party to refer  any  such  claim  against  any  Borrower  or any
                Guarantor to any other court of competent  jurisdiction  outside
                England,  to the  jurisdiction  of which each  Borrower and each
                Guarantor  hereby  irrevocably  agrees to submit,  nor shall the
                taking of  proceedings by any Finance Party before the courts in
                one or



                                      107
<PAGE>

                more  jurisdictions  preclude the taking of  proceedings  in any
                other jurisdiction whether concurrently or not.

21.3    Agent for service of process

        Each Borrower which is not incorporated in England and Wales irrevocably
        and  unconditionally  designates,  appoints  and  empowers the Parent to
        receive  for it and on its behalf  service of process  issued out of the
        High Court of Justice in England in relation to any claim arising out of
        or in connection with this Agreement.

IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.

                                      108

<PAGE>




                                   Schedule 1

                           Part A - Original Borrowers


     Name of Borrower             Registered Number   Registered office/address
                                       (if any)

1    Cordiant Communications           1320869        121-141 Westbourne
     Group plc                                        Terrace
                                                      London W2 6JR

2    Bates UK Limited                  913184         121-141 Westbourne
                                                      Terrace
                                                      London W2 6JR

3    Bates US Holdings Inc.            2790795        Corporation Trust Centre
                                                      1209 Orange Street
                                                      Wilmington
                                                      Newcastle
                                                      Delaware USA

4    Bates Deutschland                 HRB 8608       Hanauer Landstrasse
     Holdings GmbH                                    287-289
                                                      60314 Frankfurt am Main
                                                      Germany

                                      109
<PAGE>


                          Part B - Original Guarantors


    Name of Guarantor    Registered   Registered office/address  Percentage of
                           Number                                 voting share
                          (if any)                              capital held by
                                                                 members of the
                                                                     Group
1   Cordiant
    Communications         1320869    121-141 Westbourne        Not applicable
    Group plc                         Terrace London W2 6JR


2   Bates UK Limited       913184     121-141 Westbourne
                                      Terrace                         100%
                                      London W2 6JR

3   Bates US Holdings      2790795    Corporation Trust Centre        100%
    Inc.                              1209 Orange Street
                                      Wilmington
                                      Delaware
                                      USA

4   Bates Deutschland      HRB 8608   Hanauer Landstrasse             100%
    Holdings GmbH                     287-289
                                      60314 Frankfurt am Main
                                      Germany


5   Bates Advertising     132993871   One Chase Manhattan             100%
    USA Inc.                          Plaza
                                      58th Floor
                                      New York, 10005, USA

6   Bates Europe Limited  689584      121-141 Westbourne              100%
                                      Terrace London W2 6JR


7   ICM International     1802173     53 Frith Street                 100%
    Limited                           London W1V 5TE

8   The Communications    ACN: 003    107 Mount Street,               100%
    Group Pty. Limited    203 450     North Sydney
                                      NSW 2060
                                      Australia

9   Atlas Advertising     964286      121-141 Westbourne              100%
    Limited                           Terrace London W2 6JR


                                      110
<PAGE>

 Name of Guarantor    Registered   Registered office/address    Percentage of
                        Number                                  voting share
                       (if any)                                capital held by
                                                                members of the
                                                                    Group

10  The Decision Shop     615225      121-141 Westbourne             100%
    Limited                           Terrace London W2 6JR

11  Bates Churchill       0104551773  CT Corporation System          100%
    Public Relations      -00         811 Dallas Avenue
    Inc                               Houston
                                      Texas 77002
                                      USA

12  Bates Churchill       01451773    CT Corporation System          100%
    Advertising Inc       00          811 Dallas Avenue
                                      Houston
                                      Texas 77002
                                      USA

13  Bates Travel &                    CT Corporation System          100%
    Tourism Inc                       811 Dallas Avenue
                                      Houston
                                      Texas 77002
                                      USA

14  Bates Worldwide       2138984     Corporation Trust Centre       100%
    (Delaware), Inc                   1209 Orange Street
                                      Wilmington
                                      Delaware
                                      USA

15  XM.COM, Inc                       Corporation Trust Centre       100%
                                      1209 Orange Street
                                      Wilmington
                                      Delaware
                                      USA

16  Healthworld                       100 Avenue of the Americas     100%
    Corporation Inc                   Suite 800 New York
                                      NY 10013




                                      111
<PAGE>


    Name of Guarantor    Registered   Registered office/address   Percentage of
                           Number                                  voting share
                          (if any)                               capital held by
                                                                  members of the
                                                                      Group


17  GHBM Inc                          100 Avenue of the              100%
                                      Americas
                                      Suite 800 New York
                                      NY 10013

18  Falk Communications Inc           43 West 23rd Street            100%
                                      3rd Floor
                                      New York
                                      NY 10010 - 4203


19  Girgenti Hughes Butler            100 Avenue of the              100%
    & McDowell Inc                    Americas
                                      Suite 800 New York
                                      NY 10013

                                      112


<PAGE>


                     Part C - Original Overdraft Borrowers


     Name of Original    Registered    Registered office/address  Percentage of
     Overdraft Borrower    Number                                  voting share
                          (if any)                               capital held by
                                                                  members of the
                                                                      Group

22   Atlas Advertising    964286       121-141 Westbourne            100%
     Limited                           Terrace
                                       London
                                       W2 6JR

23   23 Bates Europe      689584       121-141 Westbourne            100%
     Limited                           Terrace
                                       London
                                       W2 6JR

24   Bates Overseas       2217108      121-141 Westbourne            100%
     Holdings Limited                  Terrace
                                       London
                                       W2 6JR

25   Bates UK Limited     913184       121-141 Westbourne            100%
                                       Terrace
                                       London
                                       W2 6JR

26   Cordiant             1320869      121-141 Westbourne         Not applicable
     Communications                    Terrace London
     Group plc                         W2 6JR

27   Cordiant Group       63031        121-141 Westbourne            100%
     Limited                           Terrace
                                       London
                                       W2 6JR

28   Cordiant Property    2263916      121-141 Westbourne            100%
     Holdings Limited                  Terrace
                                       London
                                       W2 6JR

29   ICM International    1802173      53 Frith Street               100%
     Limited                           London
                                       W1V 5TE



                                      113
<PAGE>


     Name of Original    Registered    Registered office/address  Percentage of
     Overdraft Borrower    Number                                  voting share
                          (if any)                               capital held by
                                                                  members of the
                                                                      Group


30   Swot Plus Limited    1929347      121-141 Westbourne              100%
                                       Terrace
                                       London
                                       W2 6JR


31   The Decision Shop    615225       121-141 Westbourne              100%
     Limited                           Terrace
                                       London
                                       W2 6JR

32   XMSS Limited         2463385      121-141 Westbourne              100%
                                       Terrace
                                       London
                                       W2 6JR



                                      114

<PAGE>



                         Part D - Additional Guarantors

                      following the Lighthouse Acquisition

Name of Guarantor     Registered     Registered office/address   Percentage of
                      Number                                     voting share
                      (if any)                                   capital held by
                                                                 members of the
                                                                 Group following
                                                                 the Lighthouse
                                                                 Acquisition

1  Lighthouse Global     Not          Corporation Trust Centre    100%
   Network Inc.         Applicable    1209 Orange Street
                                      Wilmington Delaware
                                      19807 USA

2  Morgen-Walke          Not          c/o Stephen L. Packard      100%
   Associates, Inc      Applicable    420 Lexington Avenue
                                      New York
                                      NY 10078
                                      USA

3  Fitch Inc             Not          10350 Oletangy River
                        Applicable    Road                        100%
                                      Worthington
                                      OH 43085

4  Financial Dynamics   01656428      48 Charles Street           100%
   Limited                            London
                                      W1X 7PB

5  Fitch Design         00670130      Smithfield Market           100%
   Consultants Limited                London
                                      EC1A 2ZZ



                                      115
<PAGE>



                                                    Schedule 1
                                         The Banks and their Commitments
<TABLE>

<CAPTION>
==================================================== =============================== ============================

                 Name Address and                              Facility A                    Facility B
                  telefax number                               Commitment                    Commitment
                                                                   $                              $
---------------------------------------------------- ------------------------------- ----------------------------
<S>                                                           <C>                            <C>
The Bank of New York                                          112,500,000                    87,500,000
One Canada Square
London E14 5AL

Telefax:     020 7893 6032
Attn:        Loans Department
---------------------------------------------------- ------------------------------- ----------------------------

HSBC Bank plc                                                 112,500,000                    87,500,000
Poultry,
London EC2P 2BX

Telefax:     020 7260 4800
Attn:        Gary Lee
---------------------------------------------------- ------------------------------- ----------------------------

TOTAL                                                         $225,000,000                  $175,000,000
==================================================== =============================== ============================
</TABLE>

                                                              116
<PAGE>


                                   Schedule 1
                        Part A - Form of Drawdown Notice

To:      HSBC Investment Bank plc
         Vintners Place
         68 Upper Thames Street
         London EC4V 3BJ
         Attention:  Syndicated Finance - Execution and Agency

         OR

         The Bank of New York, as Swingline Bank plc Copy:HSBC Investment Bank
         c/o BNY Capital Markets, Inc.                    Vintners Place
         One Wall Street - 18 North                       68 Upper Thames Street
         New York                                         London EC4V 3BJ

                                                                         o 200 o
                          Attention: Agency Department

         Facilities of up to US$400,000,000 Agreement dated o 2000
         ---------------------------------------------------------

         We refer to the above Agreement and hereby give you notice that we
         [wish to draw down a [Facility [A] [B] Advance]/[Swingline
         Advance/[Conversion Advance] of [$]o [in [currency]] on o for [specify
         purpose] and select a Term/Initial Interest Period of [o days]/[o
         months]. The funds should be credited to [name and number of account]
         with [details of bank in [New York City] [London] [principal financial
         centre for relevant Optional Currency].

         We confirm that:

         (i)  no  event  or   circumstance   has  occurred  and  is  continuing
              unremedied and unwaived which constitutes a Default; and

         (ii) the  representations  and warranties  contained in clause 11.1 of
              the  Agreement  (and so that the  representation  and warranty in
              clause  11.1(i)  refers  for  this  purpose  to the  consolidated
              financial  statements  of the Group in respect  of the  financial
              year  ended  on  31  December   19o)  other  than  the   excluded
              representations  and  warranties are true and correct at the date
              of  this  notice  as if  made  with  respect  to  the  facts  and
              circumstances existing at the date of this notice.

          Wordsand  expressions  defined  in the  Agreement  shall have the same
          meanings   where   used  in  this   notice.

          For and on behalf of

          ..............................
          [Name of Borrower]


                                      117


<PAGE>

                        Part B - Form of L/C Application


To       The Bank of New York, as Swingline Bank,
         c/o BNY Capital Markets, Inc.,
         One Wall Street - 18 North
         New York

         Attention:   Agency Department

Copy:    HSBC Investment Bank plc
         Vintners Place
         68 Upper Thames Street
         London EC4V 3BJ

         Attention:  Syndicated Finance - Execution and Agency

                                                                      o 200 o

         Facilities of up to US$400,000,000 Agreement dated o 2000
         ---------------------------------------------------------

We refer to the above Agreement and hereby request that you issue a Swingline
Letter of Credit with an L/C Issue Date of [ ] for a maximum amount of [ ] in
respect of [ ].

We confirm that:

1)      (i) no event or circumstance  has occurred and is continuing  unremedied
        and unwaived which constitutes a Default; and

32.2 (ii) the  representations  and  warranties  contained in clause 11.1 of the
     Agreement  (and so that the  representation  and warranty in clause 11.1(i)
     refers for this purpose to the  consolidated  financial  statements  of the
     Group in respect of the financial year ended on 31 December 19o) other than
     the excluded  representations  and  warranties  are true and correct at the
     date of this notice as if made with respect to the facts and  circumstances
     existing at the date of this notice.

Words and  expressions  defined in the  Agreement  shall have the same  meanings
where used in this notice.

For and on behalf of

 ..............................

Bates US Holdings Inc.


                                      118

<PAGE>



                                   Schedule 1
     Part A - Documents and evidence required as conditions precedent to the
       delivery of the first Drawdown Notice in respect of the Facilities


(a)       A  copy,  certified  as a true,  complete  and  up-to-date  copy by an
          authorised  officer  of the  relevant  company  of the  constitutional
          documents of each Original Borrower,  each Original Overdraft Borrower
          and  each  Original  Guarantor  and  all  documents  relating  to  the
          existence  and good standing of the Original  Borrowers,  the Original
          Overdraft Borrowers and Original Guarantors incorporated in the United
          States of America.

(b)       A copy,  certified  as a true  copy by an  authorised  officer  of the
          relevant company, of resolutions of the Board of Directors (or, in the
          case of any company  incorporated in Germany, a certificate that there
          is no  supervisory  board) of each  Original  Borrower,  each Original
          Overdraft Borrower and each Original Guarantor, evidencing approval of
          this  Agreement and the Security  Documents to which it is a party and
          authorising  its  appropriate  officers to execute  and  deliver  this
          Agreement  and the  Security  Documents  to which it is a party (or to
          execute a power of attorney for this  purpose) and to give all notices
          (including  Drawdown  Notices) and take all other  action  required by
          each Borrower and Guarantor  under this Agreement  and/or the Security
          Documents to which it is a party.

(c)       Specimen  signatures,  authenticated  by an authorised  officer of the
          relevant company (other than any company  incorporated in Germany) (or
          the Parent in the case of the attorney),  of the persons authorised in
          the resolutions of the Board of Directors referred to in paragraph (b)
          above.

(d)       The Hedging Strategy Letter, duly executed.

(e)       Opinions  of (i) Norton  Rose as to English  law,  (ii)  Norton  Rose,
          counsel  to the Banks as to New York law,  (and  relevant  Counsel  in
          Texas and Georgia) (iii)  Oppenhoff & Radler,  counsel to the Banks in
          Germany,  and (iv)  Blake  Dawson  Waldron,  counsel  to the  Banks in
          Australia,  each  dated not more than five  Banking  Days prior to the
          First Drawdown Date.

(f)       Guarantees duly executed by each of the Original Guarantors.

(g)       The  Security  Trust Deed duly  executed  by all the  parties  thereto
          (other than the Security Trustee).

(h)       The fee  letters  referred  to in clause  9.1,  duly  executed  by all
          parties.

(i)       HSBC Bank plc's  standard forms of cross  guarantee,  duly executed by
          each  Original  Overdraft  Borrower  together  with  HSBC  Bank  plc's
          standard   overdraft  terms  initialled  by  each  Original  Overdraft
          Borrower.

                                      119

<PAGE>


(j)       A copy,  certified  as a true  copy by an  Authorised  Officer  of the
          Parent,  of the letter  evidencing the acceptance by the Parent of its
          appointment by each Obligor which is not  incorporated  in England and
          Wales as agent for receipt of service of process under this  Agreement
          and the relevant Security Documents.

(k)       A  copy,  certified  as a true,  complete  and  up-to-date  copy by an
          Authorised Officer of the Parent, of the Group Structure Book.

(l)       An excerpt from the  commercial  register of any Original  Borrower or
          Original  Guarantor  incorporated in Germany dated not later than five
          Banking  Days  prior  to  the  First  Drawdown  Date   confirming  the
          signatories are authorised to act on behalf of any such company.

(m)       If the Agent,  or its duly authorised  representative  has not already
          received the documents and evidence  specified in part B of schedule 4
          in form and  substance  satisfactory  to it, a  Relevant  Acceleration
          Notice.

(n)       In the case of any  Guarantee  whereby  financial  assistance is to be
          given by the relevant Subsidiary,  a certificate in the form of part E
          of  schedule  4 (with  appropriate  amendments  to take  into  account
          jurisdictions of incorporation),  together with all documents required
          to be attached  thereto in respect of the  relevant  subsidiary  and a
          non-statutory auditor's report.

(o)       A copy of the audited financial statements of the Group for the Fiscal
          Year ended 31  December  1999  (which  shall for the  purposes of this
          Agreement  be  deemed  to  have  been  delivered  pursuant  to  clause
          12.1(e)).

(p)       A  copy,  certified  as a true  complete  and  up-to-date  copy  by an
          Authorised   Officer  of  the  Parent,  of  the  unaudited   (interim)
          consolidated  financial  statements  of the Group for the Fiscal  Half
          -Year  ended  30 June  1999  (which  shall  for the  purposes  of this
          Agreement  be  deemed  to  have  been  delivered  pursuant  to  clause
          12.1(e)).

                                      120

<PAGE>


 Part B - To be delivered prior to the delivery of the first Drawdown Notice in
      respect of an Advance to be used to refinance the Existing Lighthouse
     Facilities or to pay costs and expenses incurred in connection with the
                             Lighthouse Acquisition

(q)       Either  (i) a Consent  Notice or (ii) a  Unanimous  Consent  Notice or
          (iii) a No Consent Notice or (iv) a Relevant Acceleration Notice.

(r)       A copy of the  Press  Announcement  certified  as true,  complete  and
          up-to-date copy by an Authorised Officer of the Parent.

(s)       Evidence that the Parent, or its wholly owned subsidiary, has received
          stockholder  agreements from  shareholders  together  holding at least
          50.1% of the  outstanding  share  capital of  Lighthouse to vote their
          shares in favour of the  adoption and  approval of the  Agreement  and
          Plan of Merger effecting the Lighthouse Acquisition.

(t)       A  certificate  from an  Authorised  Officer of the Parent  confirming
          that, as of the date of the Press  Announcement and to the best of the
          knowledge of the  directors of the Parent,  there has been no material
          adverse  change  in  the  financial   position  or  prospects  of  the
          Lighthouse  Group  from that set forth in the  Lighthouse  Information
          Package

(u)       Confirmation  that the Existing  Lighthouse  Facilities will be repaid
          and cancelled in full on the First Drawdown Date.


                                      121
<PAGE>


  Part C - Documents and evidence to be delivered by each additional Guarantor



(v)       (If not  attached  to the  certificate  referred to in  paragraph  (h)
          below)  a copy,  certified  as  true,  complete  and up to date by the
          company secretary or equivalent officer of the relevant  Subsidiary of
          the  Certificate of  Incorporation  and the Memorandum and Articles of
          Association (or equivalent  constitutional  documents) of the relevant
          Subsidiary and, in the case of any such Subsidiary incorporated in the
          United States of America,  all documents relating to the existence and
          good standing of such Subsidiary.

(w)       (If not  attached  to the  certificate  referred to in  paragraph  (h)
          below) a copy,  certified as a true copy by the company  secretary (or
          equivalent) of the relevant Subsidiary, of resolutions of the board of
          directors (or, in the case of any company incorporated in Germany, any
          other  competent  authority)  of the relevant  Subsidiary,  evidencing
          approval of the relevant  Guarantee  and an Obligor  Entity's  Deed of
          Accession (as defined in the Security Trust Deed) and  authorising its
          appropriate officers to execute and deliver such Guarantee and Obligor
          Entity's  Deed of  Accession,  to give all  notices and take all other
          action  required by the relevant  Subsidiary  as a Guarantor  (and, if
          requested by the Security Trustee), resolutions of the shareholders of
          that  Subsidiary  evidencing  approval  of the  Guarantee  and Obligor
          Entity's Deed of Accession).

(x)       A  copy,  certified  as a  true  copy  by  the  company  secretary  or
          equivalent  officer  of  the  relevant  Subsidiary  of  all  consents,
          authorisations,  licences  and  approvals  required  by  the  relevant
          Subsidiary  to  authorise,  or required by the relevant  Subsidiary in
          connection with, the execution, delivery, validity, enforceability and
          admissibility  in evidence of the Guarantee and the performance by the
          relevant  Subsidiary  of its  obligations  under the Guarantee and the
          Obligor Entity's Deed of Accession.

(y)       (If not attached to the  certificate  referred to paragraph (h) below)
          specimen  signatures,   authenticated  by  the  company  secretary  or
          equivalent   officer  of  the  relevant   Subsidiary  of  the  persons
          authorised in the resolutions of the Board of Directors or equivalent,
          referred to in paragraph (b), above.

(z)       An  opinion  of (i)  legal  advisers  to the Banks in the  country  of
          incorporation  of the relevant  Subsidiary  and (ii), in the case of a
          Guarantee where the relevant Subsidiary is not incorporated in England
          and Wales,  of Norton Rose,  dated not more than fifteen  Banking Days
          prior to the date of the Guarantee.

(aa)      In the case of a Subsidiary not  incorporated  in England and Wales, a
          copy,  certified as a true copy by the company secretary or equivalent
          officer of the relevant  Subsidiary  of a letter from the agent of the
          relevant  Subsidiary for receipt of service of process  referred to in
          the Guarantee accepting its appointment.

(bb)      A Guarantee and an Obligor  Entity's  Deed of Accession,  in each case
          duly executed by the relevant Subsidiary.


                                      122
<PAGE>


(h)       In the case of any  Guarantee  whereby  financial  assistance is to be
          given by the relevant Subsidiary,  a certificate in the form of part E
          of  schedule  4 (with  appropriate  amendments  to take  into  account
          jurisdictions of incorporation),  together with all documents required
          to be attached  thereto in respect of the  relevant  subsidiary  and a
          non-statutory auditor's report;

(i)       Excerpt  from  the  commercial  register  of any  relevant  Subsidiary
          incorporated  in Germany  dated not later than  fifteen  Banking  Days
          prior to the date of the  Guarantee  confirming  the  signatories  are
          authorised to act on behalf of the respective company.

                                      123
<PAGE>

   Part D - Documents and evidence to be delivered by an Additional Borrower
                        or Additional Overdraft Borrower


(cc)      A copy,  certified  as true,  complete  and up to date by the  company
          secretary  or  equivalent  officer of the relevant  Subsidiary  of the
          Certificate  of  Incorporation  and the  Memorandum  and  Articles  of
          Association (or equivalent  constitutional  documents) of the relevant
          Subsidiary and, in the case of any such Subsidiary incorporated in the
          United States of America,  all documents relating to the existence and
          good standing of such Subsidiary.

(dd)      A  copy,  certified  as a true  copy  by  the  company  secretary  (or
          equivalent) of the relevant Subsidiary, of resolutions of the Board of
          Directors (or, in the case of any company incorporated in Germany, any
          other competent  authority) of that Subsidiary  evidencing approval of
          the  Borrower  Accession  Agreement or  Overdraft  Borrower  Accession
          Agreement and an Obligor Entity's Deed of Accession (as defined in the
          Security  Trust  Deed) and  authorising  its  appropriate  officers to
          execute and deliver  such  Borrower  Accession  Agreement or Overdraft
          Borrower  Accession  Agreement and Obligor  Entity's Deed of Accession
          and to give all notices (including Drawdown Notices) in the case of an
          Additional Borrower and take all other action required by the relevant
          Subsidiary as an Additional Borrower or Additional Overdraft Borrower,
          as the case may be, under this Agreement and the Security Trust Deed.

(ee)      A  copy,  certified  as a  true  copy  by  the  company  secretary  or
          equivalent  officer  of  the  relevant  Subsidiary  of  all  consents,
          authorisations,  licences  and  approvals  required  by  the  relevant
          Subsidiary  to  authorise,  or required by the relevant  Subsidiary in
          connection with, the execution, delivery, validity, enforceability and
          admissibility  in  evidence of the  Borrower  Accession  Agreement  or
          Overdraft Borrower  Accession  Agreement and the Obligor Entity's Deed
          of Accession  and the  performance  by the relevant  Subsidiary of its
          obligations under the Agreement and the Security Trust Deed.

(ff)      Specimen  signatures,   authenticated  by  the  company  secretary  or
          equivalent   officer  of  the  relevant   Subsidiary  of  the  persons
          authorised in the resolutions of the Board of Directors or equivalent,
          referred to in paragraph (b), above.

(gg)      An  opinion  of  legal  advisers  to  the  Banks  in  the  country  of
          incorporation of the relevant Subsidiary,  dated not more than fifteen
          Banking Days prior to the date of the Borrower Accession  Agreement or
          Overdraft Borrower Accession Agreement.

(hh)      An opinion of Norton Rose,  dated not more than  fifteen  Banking Days
          prior to the date of the  Borrower  Accession  Agreement  or Overdraft
          Borrower Accession Agreement.

(ii)      In the case of a Subsidiary not  incorporated  in England and Wales, a
          copy,  certified as a true copy by the company secretary or equivalent
          officer of the relevant  Subsidiary  of a letter from the agent of the
          relevant  Subsidiary for receipt of service of process

                                      124

<PAGE>

          referred to in the Borrower Accession  Agreement or Overdraft Borrower
          Accession  Agreement  and  the  Obligor  Entity's  Deed  of  Accession
          accepting its appointment.

(jj)      A  Borrower  Accession   Agreement  or  Overdraft  Borrower  Accession
          Agreement and a Obligor  Entity's  Deed of Accession  duly executed by
          the  Additional  Borrower and (in the case of the  Borrower  Accession
          Agreement or Overdraft Borrower Accession Agreement) the Parent.

(kk)      A certificate of a director of the Additional Borrower confirming that
          utilisation of the Facilities in full or, in the case of an Additional
          Overdraft  Borrower,  utilisation  of the  Overdraft  Facility in full
          would not cause any borrowing limit binding on it to be exceeded.

(ll)      A copy,  certified  as a true  copy by the  company  secretary  of the
          Parent  of  resolutions  of the  Board  of  Directors  of the  Parent,
          evidencing  approval  of the Parent  (for  itself and on behalf of the
          other Borrowers) to the Subsidiary  becoming an Additional Borrower or
          an Additional Overdraft Borrower, as the case may be, by entering into
          a Borrower Accession Agreement or Overdraft.

(mm)      Excerpt  from  the  commercial  register  of any  relevant  Subsidiary
          incorporated  in Germany  dated not later than  fifteen  Banking  Days
          prior to the date of the Borrower Accession  Agreement  confirming the
          signatories are authorised to act on behalf of the respective company.

(nn)      A  written   confirmation  from  each  Guarantor  that  its  Guarantee
          continues in full force and effect  notwithstanding  the  accession of
          the relevant Additional Borrower or Additional  Overdraft Borrower and
          guarantees  the  borrowings  of the  relevant  Additional  Borrower or
          Additional Overdraft Borrower.


                                      125
<PAGE>


     Part E - Form of Director's Certificate regarding financial assistance


I, o being [a Director] [the  Secretary] of [company]  Limited (the  "Company"),
HEREBY CERTIFY as follows:

33        Private Company

          The Company is a private  company and is not a subsidiary  of a public
          company.

34        [*2  Wholly-owned Subsidiary]

          The Company is a wholly-owned Subsidiary of [o].

35        Constitutional Documents

          The documents annexed to this certificate as annexure "[A]" constitute
          a  true,   complete  and  up  to  date  copy  of  the  certificate  of
          incorporation,  each certificate of incorporation on change of name of
          the Company, any certificate of re-registration as a public or private
          company and the  memorandum and articles of association of the Company
          containing   all   modifications   thereto  and  there  are  no  other
          constitutional documents of the Company.

36        Board Resolutions

          The documents  annexed to this  certificate as annexure "[B]" are true
          and  complete  copies  of the  minutes  of a  meeting  of the board of
          directors  of  the  Company  duly   convened  and  held  on  [o].  The
          resolutions set out therein were duly passed and have not been amended
          or revoked.  No  borrowing  limits or other  restrictions  (or lack of
          power)  in  relation  to the  giving  of  guarantees  or  security  or
          otherwise  of the Company  will be exceeded as a result of the Company
          entering into the [Documents]  (as defined in the minutes  referred to
          above),  borrowing  moneys  thereunder  or giving the  guarantees  and
          security   thereunder  or  incurring  or  performing  the  obligations
          expressed to be assumed by it thereunder.

37        155(6)a Declaration and relevant statutory report

          The document  annexed to this  certificate as annexure "[C]" is a true
          copy of the statutory  declaration  made under  section  155(6) of the
          Companies  Act 1985 (the "Act") on [o]. The persons named as directors
          in the  statutory  declaration  were,  at the  date  of the  statutory
          declaration,  the only directors of the Company.  The document annexed
          to  such  statutory  declaration  is a true  copy of the  report  made
          pursuant to section 156(4) of the Act and the auditors named in it are
          the Company's auditors.

                                      126

<PAGE>

38        155(6)b Declarations and relevant statutory reports

          [The Company is the holding  company of [o Limited and o Limited] (the
          "Relevant Subsidiaries"). The documents annexed to this certificate as
          annexure  "[D]" are true  copies of the  statutory  declarations  made
          under   section   155(6)  of  the  Act  in  respect  of  the  Relevant
          Subsidiaries  on [o]. The persons  respectively  named as directors in
          such  statutory  declarations  were,  as at the date of the  statutory
          declarations, the only directors of the Company. The documents annexed
          to each of such statutory  declarations are true copies of the reports
          made pursuant to section  156(4) of the Act and the auditors  named in
          each such document are the Company's auditors.]

39        Parent declarations relating to the Company's financial assistance

          [There is no holding  company]  [o Limited  and o Limited  are holding
          companies]  of the Company the directors of which are required to make
          a  statutory  declaration  in  relation  to  the  Company's  financial
          assistance pursuant to section 155(6) of the Act.]

40        Company's Resolution

          The document  annexed to this  certificate as annexure "[E]" is a true
          copy of the special resolutions of the Company approving the financial
          assistance  to be  given by the  Company  described  in the  statutory
          declaration  referred  to  in  paragraph  [5]  above  (the  "Company's
          financial  assistance")  [and the financial  assistance to be given by
          the  Relevant  Subsidiaries  described in the  statutory  declarations
          referred  to in  paragraph  [6]  above] at the  extraordinary  general
          meeting of the Company duly  convened and held on [o]. At that meeting
          the statutory declarations referred to in paragraphs [5] and [6] above
          were available for inspection by members of the Company.  Every member
          of the Company  who is  entitled  to vote at a general  meeting of the
          Company consented to or voted in favour of the special resolution.]

41        Company's holding companies' shareholders' resolutions

          There is no holding  company of the Company  which is required to pass
          (and has not passed) a special resolution in relation to the Company's
          financial assistance pursuant to section 155(5) of the Act.

42        Authorised Signatories

          Set out below are true signatures of those persons authorised (whether
          signing alone or jointly) by the resolutions of the board of directors
          of the Company  referred to in paragraph  [4] above to sign any of the
          [Documents]  (as defined in the minutes  referred to in such paragraph
          [4]) and to execute all such undertakings,  statements,  certificates,
          notices  (including,   without   limitation,   any  Drawdown  Notice),
          acknowledgements  and other  documents  as may be required to be done,
          signed and executed by or on behalf of the Company in connection  with
          the  [Documents]  (as so  defined)  and  otherwise  in  relation to or
          ancillary to the same.

                                      127

<PAGE>



         [name]                              ..............................

         [name]                              ..............................



SIGNED [DATE]




 ...........................
[Director][Secretary]



                                      128
<PAGE>


                                   Schedule 1
                         Calculation of Additional Cost

 Schedule 2 The Additional Cost shall be calculated by the Agent in respect of
     each period for which it falls to be calculated in accordance with the
                               following formulae:

           In relation to each amount in Sterling:

                           CL + S(L - Z) + 0.01F = per cent. per annum
                           ---------------------
                                 100 - (C+S)

           In relation to each other amount:


                           0.01F
                       Y   -----
                           100 = per cent. per annum
         Where:

                  C  = The amount required to be held as a non-interest
                  bearing cash ratio deposit with the Bank of England
                  expressed as a percentage of an eligible
                  institution's eligible liabilities (above any stated
                  minimum).

                  F  = The amount of Sterling per L1,000,000 of  the  fee base
                  of an authorised  institution  payable to the Financial
                  Services  Authority per annum  (disregarding any minimum fee
                  payable under the Fees Regulations).

                  L  = The rate of interest per annum at which Sterling
                  deposits are offered by the Agent to leading banks in
                  the London Interbank Market at or about 11.00 a.m. on
                  the date of calculation for a period comparable to
                  the period for which the Additional Cost is to be
                  calculated.

                  S  = The amount required to be placed as special
                  deposits with the Bank of England, expressed as a
                  percentage of an eligible institution's eligible
                  liabilities (above any stated minimum).

                  Y  = The fraction of foreign currency liabilities taken
                  into account under the Fees Regulations in
                  calculating the fee base (disregarding any offset for
                  claims on non-resident offices).

                  Z  = The  lower of L and the rate of  interest  per  annum
                  paid by the  Bank of  England  on special deposits at or about
                  11.00 a.m. on the date of calculation.

Schedule 3 For the purposes of calculating the Additional Cost:

                                      129
<PAGE>


1.        C,  L, S and Z are  included  in the  formula  as  numbers  and not as
          percentages,  e.g.  if C = 0.15 per cent.  and L = 7 per  cent.  CL is
          calculated as 0.15 x 7;

2.        the  relevant  formula is applied on the first day of each  period for
          which it falls to be  calculated  (and the result  shall apply for the
          duration of such period);

3.        each amount is rounded up to the nearest four decimal places; and

4.        if the formula produces a negative percentage, the percentage shall be
          taken as zero.

Schedule 4 If alternative or additional financial requirements are imposed by
           the Bank of England, the Financial Services Authority or any other
           United Kingdom governmental authority or agency which in the Agent's
           o pinion (after consultation with the Banks) make the formulae (or
           either of them) no longer appropriate, the Agent shall be entitled by
           notice to the Parent to stipulate such other formulae as shall be
           suitable to apply in substitution for the formulae. Any such other
           formulae so stipulated shall take effect in accordance with the terms
           of such notice.

Schedule 5 In this schedule 5:

           "authorised" and  "institution"  have the  meanings  given to those
           terms in the Banking Act 1987;

           "Bank of England Act" means the Bank of England Act 1998;

           "eligible institution"  has the meaning  given to that term in
           schedule 2 to the Bank of England Act;

          "eligible liabilities" has the meaning given to that term in the Cash
          Ratio Deposits (Eligible Liabilities) Order 1998 or the applicable
          substitute order made under the Bank of England Act as is in force on
          the date of application of the formulae;

          "fee base" has the meaning given to that term in the Fees Regulations;

          "Fees Regulations" means the Banking Supervision (Fees) Regulations
          2000 or the applicable substitute regulations made under the Bank of
          England Act as are in force on the date of application of the
          formulae; and

          "special deposits" has the meaning given to that term by the Bank of
          England on the date of application of the formulae.

                                      130

<PAGE>



                                   Schedule 6

                        Form of Substitution Certificate

                            Part A (single transfers)

          NB: 1 Banks are advised  not to employ  Substitution  Certificates  or
          otherwise to assign,  novate or transfer  interests  in the  Agreement
          without  first  ensuring  that  the  transaction   complies  with  all
          applicable laws and regulations,  including the Financial Services Act
          1986 and regulations made thereunder.

1         It  is   expected  that Banks will  enter into  separate  arrangements
          dealing  with  the  monies  to be  paid  to the  Existing  Bank by the
          Substitute in consideration of the novation (e.g.  principal,  accrued
          interest,  fees and any  mismatched  funding  adjustment).  Unless the
          Transfer Date is a rollover date,  mismatches of parties'  funding may
          arise.  This Certificate does not deal with these issues,  nor does it
          deal with any interim risk  participation  the Existing Bank may grant
          to the Substitute pending the Transfer Date.


To:       HSBC Investment Bank plc
          Vintners Place
          68 Upper Thames Street
          London EC4V 3BJ


          Attention:        Syndicated Finance - Execution and Agency

                                                                         [Date]

                            Substitution Certificate

This Substitution  Certificate relates to an Agreement (the "Agreement") dated 4
July 2000  between  Cordiant  Communications  Group plc as the Parent  (1),  the
companies whose names,  registered numbers and registered offices are set out in
schedule 1 thereto as Original  Borrowers or Original  Overdraft  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 and Security
Trustee  (5),  The Bank of New York as  Swingline  Bank (6) and HSBC Bank plc as
Overdraft Bank (7).  Terms defined in the Agreement  shall have the same meaning
in this Substitution Certificate.


2    [Name of Existing Bank] (the "Existing  Bank") (a) confirms the accuracy of
     the summary of its Commitment and  Contribution  set out in the schedule to
     this  Substitution  Certificate;  and (b) requests  [Substitute  Bank] (the
     "Substitute")  to accept by way of novation  the portion of its  Commitment
     and Contribution specified in the schedule to this Substitution


                                      131

     Certificate by counter-signing and delivering this Substitution Certificate
     to the Agent at its  address for the  service of notices  specified  in the
     Agreement.

3    The Substitute requests the Agent (on behalf of itself, the Swingline Bank,
     the Overdraft  Bank,  the Borrowers,  the  Guarantors,  the Arrangers,  the
     Security Trustee and the Banks) to accept this Substitution  Certificate as
     being  delivered  to the Agent  pursuant to and for the  purposes of clause
     18.3 of the Agreement, so as to take effect in accordance with its terms on
     [date of transfer],  [being not earlier than [5] Banking Days after date of
     delivery of the Certificate to the Agent] (the "Transfer Date").

4    The Agent, on behalf of itself, the Swingline Bank, the Overdraft Bank, the
     Borrowers,  the  Guarantors,  the Arrangers,  the Security  Trustee and the
     Banks  confirms  the  novation  effected by this  Substitution  Certificate
     pursuant to and for the purposes of clause 18.3 of the Agreement.

5    The Substitute confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the Information memorandum) or warranty made by the Existing Bank, the
          Arrangers,  the Security Agent or the Agent to induce it to enter into
          this Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing Bank or any other Finance Party,  and based on such documents
          as it considers appropriate, its own appraisal of the creditworthiness
          of each Borrower and the Group and its own  independent  investigation
          of the financial condition, prospects and affairs of each Borrower and
          the  Group in  connection  with the  making  and  continuation  of the
          Facilities under the Agreement;

     (d)  that neither the Existing  Bank nor any other  Finance  Party shall at
          any  time  be  deemed  to have  had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitute  with any credit or other  information  with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3(a) and 19.5(a) of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality,  validity,  enforceability and sufficiency of the Agreement,
          the Security  Documents and this Substitution  Certificate and has not
          relied and will not rely on the  Existing  Bank,  the  Arrangers,  the
          Security Agent or the Agent or any  statements  made by any of them in
          that respect;

                                      132
<PAGE>

     (f)  that,  accordingly,  none of the Existing  Bank,  the  Arrangers,  the
          Security  Agent  and the  Agent  shall  make  any  representations  or
          warranties   in   respect   of,  or  shall  have  any   liability   or
          responsibility  to the  Substitute  in respect of any of the foregoing
          matters  or  any  other  matter  referred  to in  clause  19.7  of the
          Agreement; and

     (g)  that it is (or will,  at any time any payment to it by any Borrower is
          to be made, be) a Qualifying Bank.

1    Execution of this  Substitution  Certificate by the Substitute  constitutes
     its  representation  to the  Existing  Bank and all  other  parties  to the
     Agreement and the Security  Trust Deed that it has power to become party to
     the Agreement and the Security Trust Deed as a Bank on the terms herein and
     therein set out and has taken all  necessary  steps to authorise  execution
     and delivery of this Substitution Certificate.

2    The Substitute hereby undertakes to the Existing Bank, the other Banks, the
     Borrowers,  the  Guarantors,  the  Arrangers,  the  Security  Trustee,  the
     Swingline  Bank,  the Overdraft  Bank and the Agent that it will perform in
     accordance with their terms all those  obligations  which by the respective
     terms of the  Agreement  and the Security  Trust Deed will be assumed by it
     after acceptance of this Substitution Certificate by the Agent.

3    Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges the Existing Bank to:

     (a)  accept  any  re-transfer  from the  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by the  Substitute  by  reason  of any
          non-performance by any Borrower or any other party to the Agreement or
          any of the Security  Documents or any document relating thereto of any
          of its obligations under the same.

4    This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

5    This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute one and the same instrument.

     Note:  This  Substitution  Certificate  is  not  a  security,  bond,  note,
     debenture, investment or similar instrument.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.

                                      133
<PAGE>

                                                    The Schedule
                                                    ------------
<TABLE>

<CAPTION>
                 Amount of Contribution                                       Portion Novated

  Facility A    Facility B    Swingline       Overdraft        Facility B    Facility B    Swingline   Overdraft
                               Facility       Facility                                     Facility    Facility
<S>             <C>           <C>             <C>              <C>           <C>           <C>         <C>

      $             $             $               L                $             $             $           L



<CAPTION>

                 Amount of Commitment                                        Portion Novated

  Facility A    Facility B     Swingline      Overdraft    Facility A     Facility     Swingline     Overdraft
                                Facility      Facility                        B        Facility      Facility

<S>             <C>           <C>             <C>              <C>           <C>           <C>         <C>
      $              $            $               L                $             $             $           L

</TABLE>




                      Administrative Details of Substitute



Lending office:

Account for payments:

Telephone:

Telefax:



Attention:

                                      134


[Existing Bank]                [Substitute]

By:                            By:

Date                           Date:


The Agent

By:





on its own behalf and on behalf of the other Finance Parties, Borrowers and all
other parties to the Agreement and the Security Trust Deed.



Date:


                                      135
<PAGE>


                              Part B (global form)


               NB 1. Banks are advised not to employ  Substitution  Certificates
               or  otherwise  to assign,  novate or  transfer  interests  in the
               Agreement  without first ensuring that the  transaction  complies
               with all applicable laws and regulations, including the Financial
               Services Act 1986 and regulations made thereunder.

               2.  It  is   expected   that  Banks  will  enter  into   separate
               arrangements  dealing  with the monies to be paid to the Existing
               Banks by the Substitutes in  consideration  of the novation (e.g.
               principal,  accrued  interest,  fees and any  mismatched  funding
               adjustment).  Unless  the  Transfer  Date  is  a  rollover  date,
               mismatches of parties'  funding may arise.  This Certificate does
               not deal with  these  issues,  nor does it deal with any  interim
               risk   participation   the  Existing   Banks  may  grant  to  the
               Substitutes pending the Transfer Date.

To:      HSBC Investment Bank plc
         Vintner's Place
         68 Upper Thames Street
         London EC4V 3BJ


                                                         Attention:   Syndicated
                                                         -----------------------
                                                         Finance - Execution and
                                                         -----------------------
                                                         Agency
                                                         ------


                                                                     [Date]

                            Substitution Certificate

This Substitution  Certificate relates to an Agreement (the "Agreement") dated 4
July 2000  between  Cordiant  Communications  Group plc as the Parent  (1),  the
companies whose names,  registered numbers and registered offices are set out in
schedule 1 thereto as Original  Borrowers or Original  Overdraft  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 1 thereto as Banks (4), HSBC  Investment Bank plc as Agent and Security
Trustee  (5),  The Bank of New York as  Swingline  Bank (6) and HSBC Bank plc as
Overdraft Bank (7).  Terms defined in the Agreement  shall have the same meaning
in this Substitution Certificate.

                                      137
<PAGE>

43   Each of the banks set out as Existing Banks in part A of the schedule below
     (the  "Existing  Banks") (a)  confirms  the  accuracy of the summary of its
     participation  in the  Agreement  set out in the  schedule and (b) requests
     each of the banks  set out as  Substitute  Banks in Part C of the  schedule
     (the  "Substitutes")  to  accept by way of  novation  the  portion  of such
     participation  specified  (or  calculated  as specified) in the schedule by
     counter-signing  and delivering this Substitution  Certificate to the Agent
     at its address for the service of notices specified in the Agreement.

44   Each of the Substitutes hereby requests the Agent (on behalf of itself, the
     other  Finance  Parties,  all  Borrowers  and  all  other  parties  to  the
     Agreement) to accept this  Substitution  Certificate as being  delivered to
     the Agent pursuant to and for the purposes of clause 18.3 of the Agreement,
     so as to take  effect  in  accordance  with the terms  thereof  on [date of
     transfer] (the "Transfer  Date") or on such later date as may be determined
     in accordance with the terms thereof.

45   The Agent (on behalf of itself,  the other Finance  Parties,  the Borrowers
     and all other  parties to the  Agreement)  confirms  each of the  novations
     effected by this Substitution  Certificate pursuant to and for the purposes
     of clause 18.3 of the  Agreement,  so as to take effect in accordance  with
     the respective terms thereof.

46   Each of the Substitutes confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the  Information  Memorandum) or warranty made by the Existing  Banks,
          the  Arrangers,  the Security Agent or the Agent to induce it to enter
          into this Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing Banks or any other Finance Party, and based on such documents
          as it considers appropriate, its own appraisal of the creditworthiness
          of each Borrower and the Group and its own  independent  investigation
          of the financial condition, prospects and affairs of each Borrower and
          the  Group in  connection  with the  making  and  continuation  of the
          Facilities under the Agreement;

                                      137
<PAGE>

     (d)  that neither the Existing  Banks nor any other  Finance Party shall at
          any  time  be  deemed  to have  had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitutes  with any credit or other  information with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3(a) and 19.5(a) of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality,  validity,  enforceability and sufficiency of the Agreement,
          the Security  Documents and this Substitution  Certificate and has not
          relied and will not rely on the Existing  Banks,  the  Arrangers,  the
          Security Agent or the Agent or any  statements  made by any of them in
          that respect;

     (f)  that,  accordingly,  none of the Existing  Banks,  the Arrangers,  the
          Security  Agent  and the  Agent  shall  make  any  representations  or
          warranties   in   respect   of,  or  shall  have  any   liability   or
          responsibility  to the Substitutes in respect of, any of the foregoing
          matters  or  any  other  matter  referred  to in  clause  19.7  of the
          Agreement;

     (g)  that it is (or will,  at any time any payment to it by any Borrower is
          to be made, be) a Qualifying Bank.

47   Execution  of this  Substitution  Certificate  by  each of the  Substitutes
     constitutes its  representation to each of the Existing Banks and all other
     parties to the Agreement  and the Security  Trust Deed that it has power to
     become party to the Agreement and the Security  Trust Deed as a Bank on the
     terms  herein  and  therein  set out and has taken all  necessary  steps to
     authorise execution and delivery of this Substitution Certificate.

48   Each of the  Substitutes  hereby  undertakes  to the  Existing  Banks,  the
     Finance  Parties,  the  Borrowers  and  each of the  other  parties  to the
     Agreement  that it will  perform  in  accordance  with its  terms all those
     obligations which by the terms of the Agreement and the Security Trust Deed
     will be assumed by it after acceptance of this Substitution  Certificate by
     the Agent.

49   Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges any of the Existing Banks to:

     (a)  accept  any  re-transfer  from any  Substitute  of any of the  rights,
     benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by any  Substitute  by  reason  of any
     non-performance  by any Obligor or any other party to the  Agreement or any
     of the Security  Documents or any document  relating  thereto of any of its
     obligations under the same.

50   Each Substitute (and the Existing Banks in respect of the transfers to such
     Substitute)   agrees   to  be  bound  by  this   Substitution   Certificate
     notwithstanding   that  any  other  Substitute  intended  to  execute  this
     Substitution Certificate may not do so or may not be effectually bound.

9    This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute one and the same instrument.

                                      138

<PAGE>

10   This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

     Note:  This  Substitution  Certificate  is  not  a  security,  bond,  note,
     debenture, investment or similar instrument.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.

                                      139

<PAGE>


                                  The Schedule

                                     Part A

Existing Banks' Commitments, Contributions being each of their participations in
--------------------------------------------------------------------------------
          the Agreement as at the date of this Substitution Certificate
          -------------------------------------------------------------


             [Set out each Existing Bank's participation including
                         Commitments and Contributions]

                                     Part B
                                     ------

                               Portion Transferred
                               -------------------


                  [Set out the portion of each Existing Bank's
                   Commitments and Contributions transferred]

The portion of an Existing Bank's  [Commitments and  Contributions in respect of
each Facility etc.] to be transferred to a particular  Substitute is [as set out
below/calculated as follows:]]



                   [set out details or method of calculation]


                                     Part C



[Set out names of Substitute Banks and the aggregate  amounts of the Commitments
and Contributions in respect of each Facility being transferred to them] [Insert
execution particulars and each Substitute's administration details]


[Each of the Existing Banks]                 [Each of the Substitutes]

By:.....................................     By:................................
Date:                                        Date:




The Agent

By:

 .....................................

on its own behalf
and on behalf of the other Finance Parties,  the Borrowers and all other parties
to the Agreement and the Security Trust Deed.

                                      141
<PAGE>


                                   Schedule 1

                             Permitted Encumbrances

<TABLE>
<CAPTION>
================== ================== ============== ================= ==============================================
<S>                <C>                <C>            <C>               <C>
Country            Company            Currency            Amount       Description
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Australia          George Patterson   AUD                  78,487      Rental bonds/deposits
------------------ ------------------ -------------- ----------------- ----------------------------------------------
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
------------------ ------------------ -------------- ----------------- ----------------------------------------------
India              Bates India Ltd    INR              75,000,000      Hypothecation  of book  debts  and  equitable
                                                                       mortgage of  properties  for bank  facilities
                                                                       granted by both HSBC and Nedungadi Bank
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Indonesia          Bates Indonesia    IDR            1,000,000,000     Charge on receivables re Lippo Bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Netherlands        Bates   Not  Just  NLG               2,000,000      Charge  on  accounts  receivable  re ABN AMRO
                   Film                                                bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Netherlands        Cordiant Finance   NLG                  18,463      Cash collateral to secure rental guarantee
                   BV
------------------ ------------------ -------------- ----------------- ----------------------------------------------
New Zealand        The Bates Palace   NZD                 500,000      Debenture  over company assets re Countrywide
                                                                       Bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Sweden             Bates Sweden       SEK               4,150,000      Charge  on  assets  re   Provinsbanken/Osgota
                                                                       Enskilda Banken bank and guarantee facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Taiwan             Bates Taiwan       NTD              15,000,000      Cash collateral for media guarantee facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
USA                Ted Bates WW       USD                Variable      Cash surrender value of life assurance policy
------------------ ------------------ -------------- ----------------- ----------------------------------------------
UK                 UK Operating       GBP                variable      Fixed charge over TV receivables re. ITVA
                   companies
------------------ ------------------ -------------- ----------------- ----------------------------------------------
UK                 CCG plc            ESP              60,000,000      Escrow   account  held  with   Bankinter  for
                                                                       deferred  consideration re minority  purchase
                                                                       of Grupo Bates Spain
================== ================== ============== ================= ==============================================
</TABLE>

                                                                  143

<PAGE>



                              Schedule 1 - Part A

                          Borrower Accession Agreement


THIS BORROWER ACCESSION AGREEMENT is dated [              ] and made BETWEEN:

     (1) o (No. o) whose registered office is at o (the "Additional Borrower");

     (2) CORDIANT COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office
     is at 121-141 Westbourne Terrace, London W2 6JR (the "Parent"); and

     (3) HSBC  INVESTMENT  BANK PLC of  Vintners  Place 68 Upper  Thames  Street
     London EC4V 3BJ in its  capacity as Agent under the  Agreement  referred to
     below on behalf of itself the and the other Finance Parties (the "Agent").

WHEREAS:

     (A) The Additional Borrower is a Subsidiary of the Parent.

     (B) By an agreement  dated 4 July 2000 and made between the Parent (1), the
     companies  whose  names  and,  where  applicable,  registered  offices  and
     registered  numbers are set out in parts A or C of schedule 1 thereto  (2),
     the  Arrangers  (3), the banks and financial  institutions  whose names and
     addresses are set out in schedule 2 thereto (4), the Agent and the Security
     Trustee (5), the  Swingline  Bank (6) and the  Overdraft  Bank (7) (as from
     time  to  time  amended,  varied,  extended,   restated  or  replaced,  the
     "Agreement"),  the Banks agreed to make  available to the Borrowers  credit
     facilities.

     (C) The Parent has undertaken to procure that an agreement  supplemental to
     the  Agreement  shall be executed and  delivered by any  Subsidiary  of the
     Parent which the Parent intends should become an Additional  Borrower under
     the Agreement.

NOW THIS BORROWER ACCESSION AGREEMENT WITNESSES as follows:

1    Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Borrower  Accession  Agreement,   words  and  expressions  defined  in  the
     Agreement shall have the same meaning when used in this Borrower  Accession
     Agreement  or the  Recitals  hereto.  Clauses 1.3 and 1.4 of the  Agreement
     shall apply to this Borrower Accession Agreement,  mutatis mutandis,  as if
     expressly set out herein.

2    Accession to the Agreement

     With  effect  from  the  date of this  Borrower  Accession  Agreement,  the
     Additional  Borrower  shall become a party to the  Agreement and a Borrower
     thereunder  as if named  therein in part A of  schedule 1 thereto  and with
     effect from such date shall

                                      143

<PAGE>

     assume  obligations  towards and rights  against the other  Borrowers,  the
     Agent,  the Arranger,  the Funders and the Security  Trustee as if so named
     therein.

3    Continuance of the Agreement

     Notwithstanding  this Borrower Accession  Agreement,  the provisions of the
     Agreement shall continue in full force and effect and, with effect from the
     date of this Borrower Accession Agreement,  the Agreement shall be read and
     construed as one  instrument  as if  references  in the  Agreement to "this
     Agreement"  were to the  Agreement and this  Borrower  Accession  Agreement
     taken together.

4    Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of itself and the other Finance  Parties)  consent to the Additional
     Borrower becoming a Borrower as set out in clauses 2 and 3.

5    Representations and warranties

     The Additional Borrower represents and warrants to each of the Funders, the
     Arrangers,  the Security  Trustee and the Agent in the terms of clause 11.1
     of the Agreement other than the excluded  representations and warranties as
     if  references  therein  (i)  to  this  "Agreement"  or  to  the  "Security
     Documents" were also to this Borrower  Accession  Agreement and (ii) to the
     "Borrowers" or any "member of the Group" were to the Additional Borrower.

6    Law [and jurisdiction]
     ----------------------

     This  Borrower  Accession  Agreement  shall be governed by and construed in
     accordance with English law.

     [Jurisdiction clause and appointment of agent for service of process]

IN WITNESS whereof this Borrower  Accession  Agreement has been entered into the
day and year first above written

                                      144

<PAGE>


                 Part B - Overdraft Borrower Accession Agreement

THIS OVERDRAFT BORROWER ACCESSION AGREEMENT is dated [ ] and made BETWEEN:

     (1) (No.  o) whose  registered  office is at o (the  "Additional  Overdraft
     Borrower");

     (2) CORDIANT COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office
     is at 121/141 Westbourne Terrace, London W2 6JR (the "Parent"); and

     (3) HSBC  INVESTMENT  BANK PLC of  Vintners  Place 68 Upper  Thames  Street
     London EC4V 3BJ in its  capacity as Agent under the  Agreement  referred to
     below on behalf of itself and the other Finance Parties (the "Agent").

     WHEREAS:

     (A) The Additional Overdraft Borrower is a Subsidiary of the Parent.

     (B) By an agreement  dated 4 July 2000 and made between the Parent (1), the
     companies  whose  names  and,  where  applicable,  registered  offices  and
     registered  numbers are set out in parts A or C of schedule 1 thereto  (2),
     the  Arrangers  (3), the banks and financial  institutions  whose names and
     addresses are set out in schedule 2 thereto (4), the Agent and the Security
     Trustee (5), the  Swingline  Bank (6) and the  Overdraft  Bank (7) (as from
     time  to  time  amended,  varied,  extended,   restated  or  replaced,  the
     "Agreement"),  the Banks agreed to make  available to the Borrowers  credit
     facilities.

     (C) The Parent has undertaken to procure that an agreement  supplemental to
     the  Agreement  shall be executed and  delivered by any  Subsidiary  of the
     Parent  which the Parent  intends  should  become an  Additional  Overdraft
     Borrower under the Agreement.

NOW THIS OVERDRAFT BORROWER ACCESSION AGREEMENT WITNESSES as follows:

1    Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Overdraft Borrower Accession  Agreement,  words and expressions  defined in
     the  Agreement  shall  have the same  meaning  when used in this  Overdraft
     Borrower Accession Agreement or the Recitals hereto. Clauses 1.3 and 1.4 of
     the Agreement shall apply to this Overdraft Borrower  Accession  Agreement,
     mutatis mutandis, as if expressly set out herein.

2    Accession to the Agreement

     With effect from the date of this Overdraft Borrower  Accession  Agreement,
     the Additional Overdraft Borrower shall become a party to the Agreement and
     an  Overdraft  Borrower  thereunder  as if named  therein  as an  Overdraft
     Borrower  and with effect from such date shall assume  obligations  towards
     and rights  against  the other  Borrowers,  the Agent,  the  Arranger,  the
     Funders and the Security Trustee as if so named therein.

3    Continuance of the Agreement

     Notwithstanding this Overdraft Borrower Accession Agreement, the provisions
     of the Agreement  shall  continue in full force and effect and, with effect
     from the date of this Overdraft Borrower Accession Agreement, the Agreement
     shall be read and  construed  as one  instrument  as if  references  in the
     Agreement to "this  Agreement"  were to the  Agreement  and this  Overdraft
     Borrower Accession Agreement taken together.

4    Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of itself and the other Finance  Parties)  consent to the Additional
     Overdraft  Borrower becoming an Overdraft  Borrower as set out in clauses 2
     and 3.

5    Representations and warranties

     The Additional  Overdraft  Borrower  represents and warrants to each of the
     Funders, the Arrangers,  the Security Trustee and the Agent in the terms of
     clause 11.1 of the Agreement  other than the excluded  representations  and
     warranties  as if  references  therein  (i) to this  "Agreement"  or to the
     "Security  Documents"  were  also  to  this  Overdraft  Borrower  Accession
     Agreement and (ii) to the  "Borrowers" or any "member of the Group" were to
     the Additional Overdraft Borrower.

6    Law [and jurisdiction]

     This  Overdraft  Borrower  Accession  Agreement  shall be  governed  by and
     construed in accordance with English law.

     [Jurisdiction clause and appointment of agent for service of process].

IN WITNESS whereof this Overdraft Borrower Accession  Agreement has been entered
into the day and year first above written.

                                      146

<PAGE>

                                                           Schedule 2

                                                      Permitted Guarantees
<TABLE>
========================== ================== =============== =============== =======================================
<S>                        <C>                <C>                 <C>         <C>
Country                    Company            Currency                Amount  Description
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Australia                  George Patterson   AUD                 13,584,120  Guarantee  given  by the  company  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Austria                    Dr. Puttner Bates  ATS                    600,000  Guarantee  given  by the  company  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Belgium                    LDV Bates          BEF                  1,500,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided by  Deutsche  Bank
                                                                              for rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Canada                     CCG plc            CAD                  1,000,000  Guarantee  given  by plc for the  Nova
                                                                              Scotia  facility   provided  to  Bates
                                                                              Canada
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Germany                    Scholz & Friends   DEM                    500,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by SMH  Bank  for
                                                                              property lease
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Germany                    Scholz & Friends   DEM                  4,600,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BHF  Bank  for
                                                                              property lease
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates Hellas       GRD                200,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility provided by Euromerchant Bank
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates Hellas       GRD                150,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility   provided   by   Xios   Bank
                                                                              (secured 50% on post-dated bills)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates Hellas       GRD                200,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility provided by  ABN AMRO
-------------------------- ------------------ --------------- --------------- ---------------------------------------
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                      Bates Italia       ITL                 30,000,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI on  behalf
                                                                              of client Istat
-------------------------- ------------------ --------------- --------------- ---------------------------------------
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
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      Bates Italia       ITL                 57,605,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI on  behalf
                                                                              of  Poste Italiane
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Malaysia                   Bates Malaysia     MYR                  5,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility   provided   by   HSBC   (50%
                                                                              guaranteed by plc)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Netherlands                Bates   Not  Just  NLG                    236,300  Guarantee  given  by the  company  for
                           Film                                               rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
</TABLE>

                                                         147
<PAGE>
<TABLE>
<S>                        <C>                                     <C>        <C>
Norway                     Bates Gruppen AS   NOK                  7,800,000  Indemnities  provided  in  respect  of
                                                                              Bank     guarantees     provided    by
                                                                              Sparbanken  in favour of landlords for
                                                                              office rents
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Spain                      Delvico Bates      ESP                100,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees  issued  under a  guarantee
                                                                              facility provided by Banco Santander
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Sweden                     Bates Sweden       SEK                  1,144,000  Indemnities  provided  in respect of a
                                                                              guarantee          provided         by
                                                                              Provinsbanken/Osgota  Enskilda  Banken
                                                                              for  rent  (secured  by  a  charge  on
                                                                              assets)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Taiwan                     Bates Taiwan       NTD                 10,000,000  Indemnities  provided  in respect of a
                                                                              factory  loan  provided  by  Chailease
                                                                              Finance Co
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Bates Overseas     PTE                 30,000,000  Guarantee  provided  by  BOH  for  the
                           Holdings                                           Banco  Totta &  Acores  bank  facility
                                                                              for Bates Portugal JV
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            USD             Lease           Guarantee  given to landlord of Hudson
                                                              obligations     Street (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            GBP             Lease           Guarantee   given   to   landlord   of
                                                              obligations     Berkeley Square (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            GBP             Lease           Guarantee  given to  landlord of Dukes
                                                              obligations     Road (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK/US                      CCG Plc            USD             Lease           Guarantee  given to  landlord of Bates
                                                              obligations     premises at 498 Seventh Avenue
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            ZAR             Run-off         Guarantee  given by plc to PN  Barrett
                                                              liabilities     Company (Prop) Ltd
                                                              if any
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            GBP             Variable        forward FX contracts
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            JPY                700,000,000  Guarantee  given by plc in  respect of
                                                                              Bates Japan
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         CCG Plc            USD                  2,000,000  Guarantee  given  to  Chase  Manhattan
                                                                              Bank
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Bates US           USD                             Guarantee  given by  Cordiant  Compton
                           Holdings Inc                                       WW to Nlederhoffer, Cross & Zeckhauser
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Bates US           USD                             Guarantee  given by  Cordiant  Compton
                           Holdings Inc                                       WW to Orenstein, Musoff & Orenstein
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Bates US           USD                 10,000,000  Guarantee  given by Cordiant  Crompton
                           Holdings Inc                                       WW to KCIN re lease
========================== ================== =============== =============== =======================================
</TABLE>

                                      148
<PAGE>

                                   Schedule 1

                        Borrower's Compliance Certificate


                         Form of Compliance Certificate
                     to be issued by the Authorised Officer


HSBC Investment Bank plc
Vintners Place
68 Upper Thames Street
London EC4V 3BJ

Attention:  Syndicated Finance - Execution and Agency
                                                                          [Date]



Dear Sirs

Cordiant  Communications  Group  plc  Loan  Agreement  dated o 1999  for  Credit
Facilities of up to US$400,000,000 (the "Agreement")

We refer to the Agreement and deliver this Compliance  Certificate in respect of
the Fiscal Half-Year ended o pursuant to clause 12.1(g)  thereof.  Terms defined
in the  Agreement  shall  have the same  meaning  when  used in this  Compliance
Certificate.  We attach a calculation  of all the relevant  items referred to in
paragraphs 1 to 4 below.

We confirm:

     1    PBIT in respect of the 12 months ended on o was o.

     2    Consolidated  Net  Interest  Expenditure  in  respect of the 12 months
          ended on o was o.

     3    Consolidated Gross Borrowings  (calculated on the basis of the average
          daily outstandings during the Fiscal Half-Year ended on o) was o.

     4    Adjusted PBIT in respect of the 12 months ended on o was o.

Based on the above,  we certify that,  calculated on the basis set out in clause
13 of the Agreement:

     (a)  On o the ratio of PBIT to Consolidated Net Interest Expenditure was o.

     (b)  On o the ratio of Consolidated  Gross  Borrowings to Adjusted PBIT was
          o.

Accordingly,  we confirm that the Parent was in compliance with the undertakings
set out in clause 13.1 on o and in respect of the Fiscal Half-Year ended on such
date.

We confirm that no Default has occurred and is  continuing  which is  unremedied
and unwaived  [other than where full details have  previously  been  provided to
you].

For and on behalf of

Cordiant Communications Group plc





 .......................

Authorised Officer

                                      150

<PAGE>



                                   Schedule 2

                 Form of Guarantee to be given by new Guarantors




                                     DATED
                                     -----





                                    GUARANTEE
                                    given by
                                        o




















                                   Norton Rose
                                     London

                                      151

<PAGE>


THIS GUARANTEE is dated o and made BETWEEN:

     (1) o as Guarantor; and

     (2) HSBC INVESTMENT BANK PLC as Security Trustee, for the benefit of itself
     and each of the Beneficiaries as defined below.

WHEREAS:

     (A) By an  agreement  (as  from  time to time  amended,  varied,  extended,
     restated or replaced,  the "Agreement")  dated 4 July 2000 and made between
     Cordiant  Communications  Group  plc as  Parent  (the  "Parent")  (1),  the
     companies whose names and registered  offices are set out in part A or part
     C of  schedule  1  thereto  (2),  The Bank of New York and HSBC Bank plc as
     Arrangers  (3),  the  banks  and  financial  institutions  whose  names and
     addresses are set out in schedule 2 thereto (4), HSBC  Investment  Bank plc
     as Agent and Security  Trustee (5), The Bank of New York as Swingline  Bank
     (6) and HSBC Bank plc as  Overdraft  Bank (7) the Banks have agreed to make
     available  to  the  Borrowers  a  revolving   credit   facility  of  up  to
     $225,000,000,  the  Swingline  Bank has  agreed  to make  available  to the
     Swingline Borrower a swingline facility of up to $18,000,000, the Overdraft
     Bank has agreed to make  available to the Overdraft  Borrowers an overdraft
     facility of up to L6,000,000 and the Banks have agreed to make available to
     the Borrowers a further revolving credit facility of up to $175,000,000.

     (B) The Parent has  undertaken to procure that certain  Subsidiaries  enter
     into guarantees as security for the obligations contained in the Agreement.

IT IS AGREED as follows:

51   Interpretation

51.1 Defined expressions

     In  this  Guarantee,  unless  the  context  otherwise  requires  or  unless
     otherwise defined in this Guarantee,  words and expressions  defined in the
     Agreement  shall have the same  meaning  where used in this  Guarantee.  In
     addition  clause 1.4 of the Agreement shall be deemed to be incorporated in
     full in this  Guarantee on the basis that  references in such clause 1.4 to
     "this Agreement" were references to this Guarantee.

51.2 Successors and assigns

     The   expressions   "Agent",   "Arrangers",    "Banks",    "Beneficiaries",
     "Borrowers",   "Company",  "Finance  Party",  "Overdraft  Bank",  "Security
     Provider",  "Security  Trustee" and  "Swingline  Bank"  include,  where the
     context admits, their respective successors, in the case of the Banks their
     respective  permitted  transferees  and  assignees,  whether  immediate  or
     derivative,  in the case of the Security Trustee,  such other person as may
     from time to time be  appointed as security  trustee for the  Beneficiaries
     pursuant to the  provisions of the Security  Trust Deed and, in the case of
     the Agent,  such other persons as may be appointed as Agent pursuant to the
     provisions of the Agreement.

                                      152

<PAGE>

51.3 Definitions

     In this Guarantee, unless the context otherwise requires:

     "Beneficiaries"  has the meaning  given to the term in the  Security  Trust
     Deed;

     "Collateral  Instruments" means negotiable and non-negotiable  instruments,
     guarantees and any other documents or instruments which contain or evidence
     an  obligation  (with  or  without  security)  to  pay,   discharge  or  be
     responsible  directly or indirectly  for, any liabilities of any person and
     includes any document or instrument creating or evidencing an Encumbrance;

     "Guarantee" includes each separate or independent  stipulation or agreement
     by the Guarantor contained in this Guarantee;

     "Guaranteed  Liabilities"  means all moneys,  obligations  and  liabilities
     expressed to be guaranteed by the Guarantor in clause 2.1; and

     "Incapacity"  means in  relation to a person the  insolvency,  liquidation,
     dissolution,  winding-up,   administration,   receivership,   amalgamation,
     reconstruction  or other incapacity of that person  whatsoever (and, in the
     case  of  a  partnership,   includes  the  termination  or  change  in  the
     composition of the partnership).

51.4 Headings

     Clause headings are inserted for convenience of reference only and shall be
     ignored in the interpretation of this Guarantee.

52   Guarantee

52.1 Guarantee

     The Guarantor  hereby  irrevocably and  unconditionally  guarantees that it
     will on  demand  made on it by the  Security  Trustee  pay to the  Security
     Trustee  for the  account  of the  relevant  Beneficiaries  all  moneys and
     discharge all obligations and liabilities  whether actual or contingent now
     or  hereafter  due,  owing or incurred  to the Agent,  the  Arrangers,  the
     Security Trustee,  the Banks, the Swingline Bank, or the Overdraft Bank (or
     any of them) by the  Borrowers  (or any of them)  under or  pursuant to the
     Agreement  and/or this Guarantee  and/or the Security Trust Deed and/or any
     of the other Security Documents,  in each case when the same become due for
     payment or discharge whether by acceleration or otherwise, and whether such
     moneys, obligations and liabilities are express or implied; present, future
     or  contingent;   joint  or  several;  incurred  as  principal  or  surety;
     denominated  in Dollars,  Sterling or in any other  currency  together with
     commission,  fees and other  charges and all legal and other costs  charges
     and expenses on a full  indemnity  basis which may be properly  incurred by
     the  Beneficiaries  or  any  of  them  in  relation  to  any  such  moneys,
     obligations or liabilities or generally in respect of such Guarantor.

                                      154
<PAGE>

52.2 Guarantor as principal debtor; indemnity

     As a separate and independent  stipulation,  the Guarantor  irrevocably and
     unconditionally agrees that if any purported obligation or liability of any
     Borrower  which would have been the subject of this  Guarantee  had it been
     valid and  enforceable is not or ceases to be valid or enforceable  against
     such  Borrower  on  any  ground  whatsoever  whether  or not  known  to the
     Beneficiaries or any of them (including,  without limitation, any irregular
     exercise  or absence of any  corporate  power or lack of  authority  of, or
     breach of duty by, any person  purporting to act on behalf of such Borrower
     or any legal or other  limitation,  whether  under the  Limitation  Acts or
     otherwise or any disability or Incapacity or any change in the constitution
     of such Borrower) the Guarantor shall  nevertheless be liable in respect of
     that purported  obligation or liability as if the same were fully valid and
     enforceable and the Guarantor were the principal debtor in respect thereof.
     The Guarantor hereby  irrevocably and  unconditionally  agrees to indemnify
     and keep  indemnified  the  Beneficiaries  against  any  loss or  liability
     arising from any failure of any  Borrower to perform or discharge  any such
     purported   obligation   or   liability   or   from   any   invalidity   or
     unenforceability of any of the same against such Borrower.

52.3 Statements of account conclusive

     Any statement of account of the Borrowers in reasonable  detail,  signed as
     correct by an officer of the  Security  Trustee,  showing the amount of the
     Guaranteed  Liabilities  shall,  in the absence of manifest error, be prima
     facie evidence thereof.

52.4 Interest

     The  Guarantor  agrees to pay interest on each amount  demanded of it under
     this Guarantee from the date of such demand until payment (as well after as
     before judgment) at the rate specified in clause 5.5 of the Agreement which
     shall apply to this Guarantee mutatis mutandis.

52.5 Continuing guarantee

     This Guarantee shall extend to the ultimate balance from time to time owing
     to the Beneficiaries by the Borrowers and shall be a continuing  guarantee,
     notwithstanding  any  intermediate  payment,  partial  settlement  or other
     matter whatsoever.

52.6 Liability unconditional

     The  liability  of the  Guarantor  shall not be  affected  nor  shall  this
     Guarantee be discharged or reduced by reason of:

          (a) the Incapacity or any change in the name, style or constitution of
          any Borrower or any other person liable;

          (b)  any  of  the  Beneficiaries  granting  any  time,  indulgence  or
          concession to, or compounding with, discharging,  releasing or varying
          the liability of, any Borrower or any other person liable; or

                                      154
<PAGE>

          (c)  any  amendment,   variation  or  waiver   (however   material  or
          fundamental) of the Agreement or any Security Document; or

          (d) any act or omission  which would not have  discharged  or affected
          the liability of the Guarantor had it been a principal  debtor instead
          of a  guarantor  or by  anything  done or  omitted  which but for this
          provision might operate to exonerate the Guarantor.

52.7 Collateral Instruments

     Neither the Security Trustee nor any other  Beneficiary shall be obliged to
     make any claim or demand on the  Borrowers  or to resort to any  Collateral
     Instrument or other means of payment before enforcing this Guarantee and no
     action taken or omitted in connection with any such  Collateral  Instrument
     or other means of payment shall discharge,  reduce, prejudice or affect the
     liability of the Guarantor under this Guarantee.

52.8 Waiver of Guarantor's rights

     Until  all  the  Guaranteed  Liabilities  have  been  paid,  discharged  or
     satisfied  in  full  (and  notwithstanding  payment  of a  dividend  in any
     liquidation or under any compromise or  arrangement)  the Guarantor  agrees
     that it will not in connection with the Guaranteed Liabilities (without the
     prior  written  consent of the Security  Trustee or other than as permitted
     under the terms of the Agreement):

     (a)  exercise any rights of subrogation,  contribution or indemnity against
          the Borrowers or any other person liable;

     (b)  demand or accept  any  Encumbrance  to be granted in respect of any of
          its obligations under this Guarantee or any other  Indebtedness now or
          hereafter  due to the  Guarantor  from the Borrowers or from any other
          person liable;

     (c)  take any step to enforce any right  against the Borrowers or any other
          person liable in respect of any Guaranteed Liabilities; or

     (d)  exercise any right of set-off or counterclaim against the Borrowers or
          any other  person  liable or claim or prove or vote as a  creditor  in
          competition with the Beneficiaries in the liquidation,  administration
          or other  insolvency  proceeding  of any  Borrower or any other person
          liable  or have the  benefit  of,  or share in,  any  payment  from or
          composition  with,  any  Borrower  or any other  person  liable or any
          Collateral  Instrument now or hereafter held by the  Beneficiaries for
          any Guaranteed  Liabilities  or for the  obligations or liabilities of
          any other person liable.

52.9 Suspense accounts

     All monies received by the Security  Trustee shall be applied in or towards
     satisfaction  of such of the Guaranteed  Liabilities in accordance with the
     terms of the  Security  Trust Deed  except  that the  Security  Trustee may
     credit the same to a suspense account for so long and in such manner as the
     Security Trustee may from time to time determine.

                                      155
<PAGE>

52.10 Guarantor to deliver up certain property

     If,  contrary to clause 2.8, the Guarantor takes or receives the benefit of
     any  Encumbrance,  other  than a  Permitted  Encumbrance  or other  than as
     permitted  under the terms of the  Agreement,  or receives or recovers  any
     money or other property, such Encumbrance, money or other property shall be
     held on trust for the  Beneficiaries and shall be delivered to the Security
     Trustee on written demand for  application in accordance  with the terms of
     the Security Trust Deed.

52.11 Other guarantors

     The Guarantor agrees:

     (a)  to be bound by this  Guarantee  notwithstanding  that any other person
          intended to execute or to be bound by any other guarantee or assurance
          under  or  pursuant  to the  Agreement  may  not  do so or may  not be
          effectively  bound and  notwithstanding  that such other  guarantee or
          assurance  may  be  determined  to  be  or be  or  become  invalid  or
          unenforceable against any other person,  whether or not the deficiency
          is known to the Beneficiaries or any of them; and

     (b)  that its obligations  under this Guarantee will not be affected in any
          way by any  Subsidiary  of the Parent  becoming a Guarantor  after the
          date of this Guarantee.

53   Payments and Taxes

53.1 No set-off or counterclaim; distribution to the Banks

     All payments to be made by the Guarantor under this Guarantee shall be made
     in full,  without any set-off or counterclaim  whatsoever  and,  subject as
     provided in clause 3.2, free and clear of any  deductions or  withholdings,
     in Dollars,  Sterling or the relevant  Optional Currency (except for costs,
     charges and  expenses  which shall be payable in the currency in which they
     are  incurred)  on demand by the  Security  Trustee  to the  account of the
     Security Trustee at such bank as the Security Trustee may from time to time
     specify for this purpose. Save where the Agreement or the relevant Security
     Document  specifically provides for a payment to be made for the account of
     a  particular   Beneficiary  in  which  case  the  Security  Trustee  shall
     distribute the relevant payment to the Beneficiary  concerned,  payments to
     be made by the Guarantor  under this Guarantee  shall be for the account of
     all the Beneficiaries  and the Security Trustee shall forthwith  distribute
     such payments in like funds as are received by the Security  Trustee to the
     Beneficiaries in accordance with the provisions of the Security Trust Deed.

53.2 Grossing-up for Taxes and other matters

     Clauses 10.5, 10.6, 10.7, 10.8, 10.9, 10.10,  10.11, 10.12, 10.13 and 10.14
     of the  Agreement  shall  apply as if the same were set out in full in this
     Guarantee, mutatis mutandis.

53.3 Currency of account; Currency indemnity

                                      156
<PAGE>


     Clause 15.2 of the  Agreement  shall apply as if it were set out in full in
     this Guarantee, mutatis mutandis.

54   Representations and warranties

54.1 Representations and warranties

     The  Guarantor  represents  and warrants to the  Security  Trustee (for the
     benefit of each of the Beneficiaries) that:

     (a)  Due  incorporation:  it is 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 o as a  limited
          liability  company and has power to carry on its business as it is now
          being conducted and to own its property and other assets;

     (b)  Corporate  power to  guarantee:  it has power to execute,  deliver and
          perform its obligations under this Guarantee; all necessary corporate,
          shareholder   and  other  action  has  been  taken  to  authorise  the
          execution,  delivery and  performance of the same and no limitation on
          its power to guarantee  will be exceeded as a result of entering  into
          this Guarantee;

     (c)  Binding  obligations:  this  Guarantee  constitutes  valid and legally
          binding  obligations  of  the  Guarantor  save  as  disclosed  in  the
          qualifications  to  the  legal  opinions  delivered  under  part  C of
          schedule 4 of the Agreement;

     (d)  No filings required: any notarisation, filing, recording, registration
          or enrolment in any court,  public  office or elsewhere and any stamp,
          registration  or similar  tax or charge  payable on or in  relation to
          this   Guarantee   necessary   to  ensure  the   legality,   validity,
          enforceability or admissibility in evidence of this Guarantee has been
          made or paid and this Guarantee is in proper form for its  enforcement
          in the courts of England and o [relevant exceptions to be noted]; and

     (e)  Choice of law:  the choice by the  Guarantor  of English law to govern
          this   Guarantee   [and  the   submission  by  the  Guarantor  to  the
          non-exclusive jurisdiction of the High Court of Justice in England] is
          [are]  valid and  binding  save as  disclosed  in the  legal  opinions
          provided under part C of schedule 4 of the Agreement.

54.2 Repetition

     The  representations  and  warranties  in clause  4.1 shall be deemed to be
     repeated  by the  Guarantor  on and  as of  each  Drawdown  Date  and  each
     Repayment  Date as if made with  reference  to the facts and  circumstances
     existing on each such day.

                                      157
<PAGE>

55   Set-off and Pro rata Payments

55.1 Set-off

     The Guarantor  authorises  each  Beneficiary to apply any credit balance to
     which the Guarantor is then  entitled on any account of the Guarantor  with
     such  Beneficiary at any of its branches in or towards  satisfaction of any
     sum then due and payable from the Guarantor to such Beneficiary  under this
     Guarantee. For this purpose each Beneficiary is authorised to purchase with
     the moneys standing to the credit of such account such other  currencies as
     may be  necessary  to effect  such  application.  No  Beneficiary  shall be
     obliged  to  exercise  any  right  given  to it by this  clause  5.1.  Each
     Beneficiary  shall notify the Security Trustee and the Guarantor  forthwith
     upon the exercise or purported exercise of any right of set-off giving full
     details in relation thereto and the Security Trustee shall inform the other
     Beneficiaries.

55.2 Pro rata payments

     The Guarantor acknowledges and accepts the provisions of clause 17.2 of the
     Agreement.

56   Benefit of this Guarantee

56.1 Benefit and burden

     This  Guarantee  shall be binding upon the Guarantor and its  successors in
     title and shall  enure for the  benefit of the  Security  Trustee,  for the
     benefit of itself and each of the other  Beneficiaries and their respective
     successors in title and (in the case of the Banks) their  Substitutes.  The
     Guarantor expressly acknowledges and accepts the provisions of clause 18 of
     the  Agreement  and agrees that any  Substitute  which becomes party to the
     Agreement in accordance  with clause 18 of the Agreement  shall be entitled
     to the benefit of this Guarantee.

56.2 Changes in constitution or reorganisations of Banks

     For the  avoidance  of doubt and without  prejudice  to the  provisions  of
     clause  6.1,  this   Guarantee   shall  remain  binding  on  the  Guarantor
     notwithstanding  any change in the constitution of the Beneficiaries or any
     of them or  their  or its  absorption  in,  or  amalgamation  with,  or the
     acquisition  of all or part of their or its  undertaking  or assets by, any
     other person,  or any  reconstruction or reorganisation of any kind, to the
     intent that this Guarantee shall remain valid and effective in all respects
     in favour of any assignee,  transferee  or other  successor in title of the
     Beneficiaries  in the same manner as if such assignee,  transferee or other
     successor in title had been named in this  Guarantee as a party instead of,
     or in addition to, the relevant Beneficiary.

56.3 No assignment by Guarantor

     The Guarantor  may not assign or transfer any of its rights or  obligations
     under this Guarantee.

                                      158
<PAGE>

56.4 Disclosure of information

     Any Beneficiary may disclose to a prospective  assignee or transferee or to
     any other person who may propose entering into  contractual  relations with
     such  Beneficiary in relation to the Agreement such  information  about the
     Guarantor as such Beneficiary shall consider appropriate provided that such
     Beneficiary  will obtain an undertaking from such assignee or transferee to
     keep such information confidential and only disclose it as required by law.

57   The Security Trust Deed

57.1 Trust:

     The  Guarantor  and  the  Security  Trustee  hereby  acknowledge  that  the
     covenants of the Guarantor contained in this Guarantee and the security and
     other rights,  title and interests  constituted  by this  Guarantee and all
     other moneys,  property and assets paid to the Security Trustee pursuant to
     or in  connection  with this  Guarantee  are held by the  Security  Trustee
     subject to and on the terms of the trusts  declared in the  Security  Trust
     Deed.

58   Release of security

58.1 Release of guarantee

     If the Security Trustee is satisfied:

         (i    that:

               (A)  no Default has occurred;  and

               (B)  the  proposed  release  is  to  permit  a  disposal  of  the
          Guarantor,  and such  disposal  is  not prohibited by the terms of the
          Agreement; or

          (ii) that all the Guaranteed  Liabilities have been paid or discharged
     in  full  and  the  Facilities  provided  by the  Agreement  are no  longer
     available,

     then,  subject to clause 8.2, the Security Trustee shall at the request and
     cost of the Guarantor execute such deeds and do all such acts and things as
     may be necessary to release the Guarantor from its guarantee.

58.2 Retention of Deed

     If the  Guarantor  requests the Security  Trustee to release its  guarantee
     following any payment or discharge  made or security or guarantee  given in
     relation to the Guaranteed Liabilities by the Guarantor or any other person
     liable (a "Relevant Transaction"),  the Security Trustee shall be entitled,
     if it is satisfied  (acting  reasonably)  that the  Guarantor or such other
     person  (as  relevant)  is  (or  is  as  a  consequence  of  that  Relevant
     Transaction)  Insolvent,  to retain  this Deed and shall not

                                      159
<PAGE>

     be obliged to release the Guarantor from its guarantee  until the expiry of
     the Retention Period (as hereinafter  defined) in relation to that Relevant
     Transaction (as hereinafter  defined).  If at any time before the expiry of
     that Retention Period any event takes place in relation to the Guarantor or
     such other person which corresponds to any of the events set out in clauses
     14.1(j) to 14.1(n) of the Agreement,  the Security  Trustee may continue to
     retain this Deed and shall not be obliged to release the guarantee for such
     further period as the Security Trustee may determine.

     For the purpose of clause 8.2:

     "Retention  Period"  means,  in relation to any Relevant  Transaction,  the
     period which commences on the date when that Relevant  Transaction was made
     or given,  and which ends on the date falling one week after the expiration
     of the  maximum  period  within  which  that  Relevant  Transaction  can be
     avoided,  reduced or invalidated by virtue of any applicable law or for any
     other reason whatsoever) and;

     "Insolvent" means that the company (i) is deemed unable to pay its debts in
     accordance  with section  123(1)(e) or (2) of the  Insolvency  Act 1986 (as
     that  section may be amended by order under  section 416 of the  Insolvency
     Act 1986 or otherwise and so that in sub-section (1)(e) and sub-section (2)
     of  section  123 the words "it is proved to the  satisfaction  of the court
     that" shall be deemed to be deleted) or (ii)  becomes,  or admits to being,
     unable  generally  to pay its  debts as they  fall  due or (iii)  otherwise
     becomes  insolvent  or  stops  or  suspends  making  payments  (whether  of
     principal  or  interest)  with  respect to all or any class of its debts or
     announces an intention to do so or (iv) there  occurs,  in relation to that
     company in any country or  territory  in which it carries on business or to
     the  jurisdiction  of whose  courts any part of its assets is subject,  any
     event which, in the opinion of the Security  Trustee,  (acting  reasonably)
     has an effect equivalent to any of (i), (ii) or (iii) above.

59   Notices and other matters

59.1 Notice

     Every notice,  request,  demand or other communication under this Guarantee
     shall:

     (a)  be in writing  delivered  personally or by first-class  prepaid letter
          (airmail if available) or telefax;

     (b)  be deemed to have been received, subject as otherwise provided in this
          Guarantee,  in the case of a letter when delivered and, in the case of
          a  telefax,  when a  complete  and  legible  copy is  received  by the
          addressee  (unless the date of  despatch is not a business  day in the
          country of the  addressee or if the time of despatch of any telefax is
          after the close of business in the country of the  addressee  in which
          case it shall be  deemed  to have  been  received  at the  opening  of
          business on the next such business day); and

     (c)  be sent:

          (i)  to the Guarantor at:

                                      160
<PAGE>

                           o
                           o
                           Telefax:         o
                           Attention:       o

          (ii) to the Security Trustee at:

                           HSBC Investment Bank plc
                           Vintners Place
                           68 Upper Thames Street
                           London EC4V 3BJ
                           Telefax: 020 7336 9176
                           Attention:  Syndicated Finance - Execution and Agency

          or  to  such  other  address  or  telefax number as is notified by the
          Guarantor  or  the  Security  Trustee  to  the  other  party  to  this
          Guarantee.

59.2 No implied waivers, remedies cumulative

     No  failure  or delay on the  part of the  Beneficiaries  or any of them to
     exercise any power, right or remedy under this Guarantee shall operate as a
     waiver  thereof,   nor  shall  any  single  or  partial   exercise  by  the
     Beneficiaries  or any of them of any power,  right or remedy  preclude  any
     other or further exercise thereof or the exercise of any other power, right
     or remedy.  The remedies  provided in this Guarantee are cumulative and are
     not exclusive of any remedies provided by law.

59.3 Expenses

     The Guarantor  agrees to reimburse  the Security  Trustee on demand for all
     legal and other  costs,  charges  and  expenses  on a full and  unqualified
     indemnity  basis which may be properly  incurred  by the  Beneficiaries  in
     relation to the enforcement of this Guarantee against the Guarantor.

59.4 Authority given to Parent

     The Guarantor hereby irrevocably  authorises the Parent to execute any duly
     executed Borrower Accession Agreement on its behalf.

59.5 Counterparts

     This  Deed  may  be  executed  in any  number  of  counterparts  and by the
     different parties on separate counterparts,  each of which when so executed
     and delivered  shall be an original,  but all  counterparts  shall together
     constitute one and the same instrument.

60   Governing Law and Jurisdiction

60.1 Law

     This Guarantee shall be governed by English law.

                                      161
<PAGE>

60.2 [Submission to jurisdiction

     The  parties  to  this Guarantee agree for the benefit of the Beneficiaries
     that:

     (a)  if any party  has any claim  against  any other  arising  out of or in
          connection  with this Guarantee such claim shall (subject to clause c)
          be  referred  to  the  High  Court  of  Justice  in  England,  to  the
          jurisdiction of which each of the parties irrevocably submits;

     (b)  the jurisdiction of the High Court of Justice in England over any such
          claim against any Beneficiary  shall be an exclusive  jurisdiction and
          no courts outside England shall have jurisdiction to hear or determine
          any such claim; and

     (c)  nothing in this clause  10.2 shall limit the right of any  Beneficiary
          to refer any such claim  against the  Guarantor  to any other court of
          competent  jurisdiction  outside England, to the jurisdiction of which
          the  Guarantor  hereby  irrevocably  agrees to  submit,  nor shall the
          taking of proceedings by any  Beneficiary  before the courts in one or
          more  jurisdictions  preclude the taking of  proceedings  in any other
          jurisdiction whether concurrently or not.]

60.3 [Agent for service of process

     The Guarantor  irrevocably and  unconditionally,  designates,  appoints and
     empowers the Parent to receive for it and on its behalf  service of process
     issued out of the High Court of Justice in England in relation to any claim
     arising out of or in connection with this Guarantee.]

IN WITNESS  whereof the parties to this  Guarantee have caused this Guarantee to
be duly executed on the date first above written.



THE GUARANTORS

EXECUTED and DELIVERED     )       Director
as a DEED by o             )       Director/Secretary



THE SECURITY TRUSTEE

Signed for and on behalf of)
HSBC INVESTMENT BANK PLC   )
By:                        )

                                      162

<PAGE>

                                   Schedule 1

                             Permitted Acquisitions


Schedule 2        The Lighthouse Acquisition

Schedule 3     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>

   <S>                                             <C>                          <C>

   Company                                         Country                      Basis of acquisition payment

   Harrow/Expanded Media                           Australia                    Earnout

   Not Just Film Holland                           Holland                      Put/call option

   Gestro Home                                     New Zealand                  Put option

   Kontoret                                        Norway                       Put/call option

   Idea Azione                                     Germany                      Earnout

   Criterion                                       USA                          Earnout

   Argentina                                       Argentina                    Earnout

   Grapple Group                                   South Africa                 Earnout

   Churchill                                       USA                          Earnout

   New Comm. Comm                                  Brazil                       Earnout

   Rodergas                                        Spain                        Contractual purchase of shares

   PanGulf                                         Dubai                        Contractual purchase of shares

   Cronet                                          Sweden                       Earnout

   LdV                                             Belgium                      Put/call option

   Blue Skies                                      UK                           Earnout

   Bates India                                     India                        Contractual purchase of shares

   Romania                                         Romania                      Put/call option

   Camarote                                        Spain                        Earnout

   HFT Group (80%)                                                              Earnout
             (20%)                                                              Buyout of Minority
</TABLE>

                                      163
<PAGE>

<TABLE>
   <S>                                             <C>                          <C>
   CPA Espana, S.L.                                Spain                        Contractual Purchase of Shares

   Colwood   House  Medical                        UK                           Contractual Purchase of Shares
   Publications (UK) Limited
</TABLE>

                                      164

<PAGE>


                                   Schedule 1
Preference shares issued by (or to be issued) by Lighthouse and its Subsidiaries
                           as deferred consideration

<TABLE>

<CAPTION>

Jurisdiction      Entity or          Date               Maximum                 Deferred                      End Date (on or
                  business                              Deferred                Consideration                 before)
                  acquired                              Consideration
                                                        (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         L      585,000          5,850 redeemable              31.12.2004
                                                                                preference shares in
                                                                                Lighthouse Holdings
                                                                                UK Limited - can be
                                                                                exchanged for 6%
                                                                                convertible preferred
                                                                                stock of Lighthouse

USA               MorgenWalke        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          L339,000 plus          9,870 preference              31.12.2002
                                                         L987,000 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
</TABLE>

                                      165
<PAGE>

<TABLE>
<S>               <C>                <C>                <C>                     <C>                           <C>
USA               Primo Angeli       25.06.1999         $3,150,000              6% convertible                01.07.2004
                                                        plus interest           preferred stock of
                                                        and dividends           Lighthouse

UK                Connect One        21.05.1999         L3,165,000 plus         (a) 40,000 shares of          31.12.2001
                  plc                                   value of 40,000         Class B Common Stock
                                                        shares of Class         (b) 6% convertible
                                                        B Common Stock          preferred stock of
                                                                                Lighthouse

USA               Sports Pro         06.07.1999           $700,000              6% convertible                31.12.2001
                  Hawaii                                                        preferred stock of
                                                                                Lighthouse

USA               Davidson           07.07.1999         $3,000,000              6% convertible                31.05.2003
                                                                                preferred stock of
                                                                                Lighthouse

UK                Financial          23.07.1999         L     11,200,000        6% convertible                31.12.2002
                  Dynamics                                                      preferred stock of
                                                                                Lighthouse

</TABLE>

                                      166

<PAGE>


THE PARENT

SIGNED for and on behalf of         )        Denise Williams
CORDIANT COMMUNICATIONS             )
GROUP PLC                           )
by:                                 )        Andrew Boland


THE ORIGINAL BORROWERS

SIGNED for and on behalf of         )        Denise Williams
CORDIANT COMMUNICATIONS             )
GROUP PLC                           )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
BATES UK LIMITED                    )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
BATES US HOLDINGS INC.              )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
BATES DEUTSCHLAND                   )
HOLDINGS GMBH                       )
by:                                 )        Andrew Boland


THE ORIGINAL OVERDRAFT BORROWERS

SIGNED for and on behalf of         )        Denise Williams
ATLAS ADVERTISING LIMITED           )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
BATES EUROPE LIMITED                )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
BATES OVERSEAS HOLDINGS             )
LIMITED by:                         )        Andrew Boland

                                      167
<PAGE>

SIGNED for and on behalf of         )        Denise Williams
BATES UK LIMITED                    )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
CORDIANT COMMUNICATIONS             )
GROUP PLC                           )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
CORDIANT GROUP LIMITED              )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
CORDIANT PROPERTY HOLDINGS          )
LIMITED by:                         )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
ICM INTERNATIONAL LIMITED           )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
SWOT PLUS LIMITED                   )
by:                                 )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
THE DECISION SHOP LIMITED           )
LIMITED by:                         )        Andrew Boland


SIGNED for and on behalf of         )        Denise Williams
XMSS LIMITED                        )
by:                                 )        Andrew Boland


THE SWINGLINE BORROWER

SIGNED for and on behalf of         )        Denise Williams
BATES US HOLDINGS INC.              )
by:                                 )        Andrew Boland

                                      168
<PAGE>

THE ARRANGERS

SIGNED for and on behalf of         )        Gerald Dorkin
THE BANK OF NEW YORK                )
by:                                 )


SIGNED for and on behalf of         )        Mark Nickell
HSBC INVESTMENT BANK PLC            )
by:                                 )


THE BANKS

SIGNED for and on behalf of         )        Gerald Dorkin
THE BANK OF NEW YORK                )
by:                                 )


SIGNED for and on behalf of         )        Gary Lee
HSBC BANK PLC                       )
by:                                 )


THE AGENT AND SECURITY TRUSTEE

SIGNED for and on behalf of         )        Mark Nickell
HSBC INVESTMENT BANK PLC            )
by:                                 )


THE SWINGLINE BANK

SIGNED for and on behalf of         )        Gerald Dorkin
THE BANK OF NEW YORK                )
by:                                 )


THE OVERDRAFT BANK

SIGNED for and on behalf of         )        Gary Lee
HSBC BANK PLC                       )
by:                                 )

                                      169