[Exhibit 10.1]


                                                                  EXECUTION COPY


                                U.S. $500,000,000


                            364-DAY CREDIT AGREEMENT

                            Dated as of May 16, 2002

                  AMENDED AND RESTATED as of December 31, 2002

                                      Among

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                   as Company


                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders


                                 CITIBANK, N.A.

                             as Administrative Agent

                                       and

                            SALOMON SMITH BARNEY INC.

                        as Lead Arranger and Book Manager



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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                                                               <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                                                                        1

         SECTION 1.01.  Certain Defined Terms                                                                     1

         SECTION 1.02.  Computation of Time Periods                                                              12

         SECTION 1.03.  Accounting Terms                                                                         12

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES                                                                     12

         SECTION 2.01.  The Revolving Credit Advances                                                            12

         SECTION 2.02.  Making the Revolving Credit Advances                                                     13

         SECTION 2.03.  The Competitive Bid Advances                                                             14

         SECTION 2.04.  Fees                                                                                     17

         SECTION 2.05.  Termination or Reduction of the Commitments                                              17

         SECTION 2.06.  Repayment of Revolving Credit Advances                                                   18

         SECTION 2.07.  Interest on Revolving Credit Advances                                                    18

         SECTION 2.08.  Interest Rate Determination                                                              19

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances                                         20

         SECTION 2.10.  Prepayments of Revolving Credit Advances                                                 20

         SECTION 2.11.  Increased Costs                                                                          21

         SECTION 2.12.  Illegality                                                                               21

         SECTION 2.13.  Payments and Computations                                                                21

         SECTION 2.14.  Taxes                                                                                    22

         SECTION 2.15.  Sharing of Payments, Etc.                                                                24

         SECTION 2.16.  Evidence of Debt                                                                         24

         SECTION 2.17.  Use of Proceeds                                                                          25

         SECTION 2.18.  Extension of Termination Date                                                            25

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING                                                              26

         SECTION 3.01.  Conditions Precedent to Effectiveness of Amendment and Restatement                       26

         SECTION 3.02.  Initial Advance to Each Designated Subsidiary                                            27

         SECTION 3.03.  Conditions Precedent to Each Revolving Credit Borrowing and Extension Date               28

         SECTION 3.04.  Conditions Precedent to Each Competitive Bid Borrowing                                   28

         SECTION 3.05.  Determinations Under Section 3.01 and 3.02                                               29

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                                                        29

         SECTION 4.01.  Representations and Warranties of the Company                                            29

ARTICLE V COVENANTS OF THE COMPANY                                                                               30

         SECTION 5.01.  Affirmative Covenants                                                                    30

         SECTION 5.02.  Negative Covenants                                                                       33

         SECTION 5.03.  Financial Covenants                                                                      36

ARTICLE VI EVENTS OF DEFAULT                                                                                     37

         SECTION 6.01.  Events of Default                                                                        37

ARTICLE VII GUARANTY                                                                                             39

         7.01. Guaranty 39

         7.02. Guaranty Absolute 39

         7.03. Waivers and Acknowledgments 40

         7.04. Subrogation 40

         7.05. Continuing Guaranty; Assignments 41

ARTICLE VIII THE AGENT                                                                                           41

         SECTION 8.01.  Authorization and Action                                                                 41

         SECTION 8.02.  Agent's Reliance, Etc.                                                                   41

         SECTION 8.03.  Citibank and Affiliates                                                                  42

         SECTION 8.04.  Lender Credit Decision                                                                   42

         SECTION 8.05.  Indemnification                                                                          42

         SECTION 8.06.  Successor Agent                                                                          42

         SECTION 8.07.  Sub-Agent                                                                                43

         SECTION 8.08.  Other Agents.                                                                            43

ARTICLE IX MISCELLANEOUS                                                                                         43

         SECTION 9.01.  Amendments, Etc.                                                                         43

         SECTION 9.02.  Notices, Etc.                                                                            43

         SECTION 9.03.  No Waiver; Remedies                                                                      44

         SECTION 9.04.  Costs and Expenses                                                                       44

         SECTION 9.05.  Right of Set-off                                                                         45

         SECTION 9.06.  Binding Effect                                                                           45

         SECTION 9.07.  Assignments and Participations                                                           45

         SECTION 9.08.  Confidentiality                                                                          47

         SECTION 9.09.  Designated Subsidiaries                                                                  48

         SECTION 9.10.  Governing Law                                                                            48

         SECTION 9.11.  Execution in Counterparts                                                                48

         SECTION 9.12.  Judgment                                                                                 48

         SECTION 9.13.  Jurisdiction, Etc.                                                                       49

         SECTION 9.14.  Substitution of Currency                                                                 49

         SECTION 9.15.  Waiver of Jury Trial                                                                     50

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 5.02(f) - Acquisitions

Schedule 5.02(i) - Subsidiary Debt

Exhibits

Exhibit A-1     -    Form of Revolving Credit Note

Exhibit A-2      -   Form of Competitive Bid Note

Exhibit B-1      -   Form of Notice of Revolving Credit Borrowing

Exhibit B-2      -   Form of Notice of Competitive Bid Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D        -   Form of Opinion of Counsel for the Company

Exhibit E       -    Form of Designation Agreement

</TABLE>

<PAGE>

                            364-DAY CREDIT AGREEMENT

                            Dated as of May 16, 2002


                  AMENDED AND RESTATED as of December 31, 2002


                  THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware
corporation (the "Company"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, SALOMON SMITH BARNEY INC., as lead arranger and book manager, and
CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the
Lenders (as hereinafter defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

                  "Advance" means a Revolving Credit Advance or a Competitive
     Bid Advance.

                  "Affiliate" means, as to any Person, any other Person that,
     directly or indirectly, controls, is controlled by or is under common
     control with such Person or is a director or officer of such Person. For
     purposes of this definition, the term "control" (including the terms
     "controlling", "controlled by" and "under common control with") of a Person
     means the possession, direct or indirect, of the power to vote 10% or more
     of the Voting Stock of such Person or to direct or cause the direction of
     the management and policies of such Person, whether through the ownership
     of Voting Stock, by contract or otherwise.

                  "Agent's Account" means (a) in the case of Advances
     denominated in Dollars, the account of the Agent maintained by the Agent at
     Citibank at its office at 399 Park Avenue, New York, New York 10043,
     Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case of
     Advances denominated in any Committed Currency, the account of the
     Sub-Agent designated in writing from time to time by the Agent to the
     Company and the Lenders for such purpose and (c) in any such case, such
     other account of the Agent as is designated in writing from time to time by
     the Agent to the Company and the Lenders for such purpose.

                  "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of a Base Rate
     Advance and such Lender's Eurocurrency Lending Office in the case of a
     Eurocurrency Rate Advance and, in the case of a Competitive Bid Advance,
     the office of such Lender notified by such Lender to the Agent as its
     Applicable Lending Office with respect to such Competitive Bid Advance.

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

Public Debt Rating         Applicable Margin for        Applicable Margin for
   S&P/Moody's              Base Rate Advances       Eurocurrency Rate Advances
   -----------              ------------------       --------------------------
Level 1
BBB+ or Baa1 or above              0.000%                       0.625%

Level 2
BBB or Baa2                        0.000%                       0.850%

Level 3
BBB- and Baa3                      0.000%                       1.075%

Level 4
BBB- or Baa3                       0.000%                       1.300%

Level 5
BB+ and Ba1                        0.250%                       1.750%

Level 6
Lower than Level 5                 0.450%                       1.950%

     and, as of any date on and after the Term Loan Conversion Date, a
     percentage per annum determined by reference to the Public Debt Rating in
     effect on such date as set forth below:

    Public Debt Rating        Applicable Margin for      Applicable Margin for
        S&P/Moody's            Base Rate Advances     Eurocurrency Rate Advances
        -----------            ------------------     --------------------------
Level 1
BBB+ or Baa1 or above              0.000%                       1.125%

Level 2
BBB or Baa2                        0.000%                       1.500%

Level 3
BBB- and Baa3                      0.000%                       1.750%

Level 4
BBB- or Baa3                       0.250%                       2.000%

Level 5
BB+ and Ba1                        1.000%                       2.500%

Level 6
Lower than Level 5                 1.250%                       2.750%

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

            Public Debt Rating                           Applicable
               S&P/Moody's                               Percentage
               -----------                               ----------

             Level 1
             BBB+ or Baa1 or above                       0.125%

             Level 2
             BBB or Baa2                                 0.150%

             Level 3
             BBB- and Baa3                               0.175%

             Level 4
             BBB- or Baa3                                0.200%

             Level 5
             BB+ and Ba1                                 0.250%

             Level 6
             Lower than Level 5                          0.300%

                  "Applicable Utilization Fee" means, as of any date that the
     aggregate Advances exceed 33% of the aggregate Commitments, a percentage
     per annum determined by reference to the Public Debt Rating in effect on
     such date as set forth below:

                    Public Debt Rating                 Applicable
                        S&P/Moody's                  Utilization Fee
                        -----------                  ---------------

             Level 1
             BBB+ or Baa1 or above                       0.125%

             Level 2
             BBB or Baa2                                 0.250%

             Level 3
             BBB- and Baa3                               0.250%

             Level 4
             BBB- or Baa3                                0.250%

             Level 5
             BB+ and Ba1                                 0.250%

             Level 6
             Lower than Level 5                          0.250%

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

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

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

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

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

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

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

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

                  "Borrower Information" has the meaning specified in Section
     9.08(b).

                  "Borrowers" means, collectively, the Company and the
     Designated Subsidiaries from time to time.

                  "Borrowing" means a Revolving Credit Borrowing or a
     Competitive Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
     required or authorized by law to close in New York City and, if the
     applicable Business Day relates to any Eurocurrency Rate Advances or LIBO
     Rate Advances, on which dealings are carried on in the London interbank
     market and banks are open for business in London and in the country of
     issue of the currency of such Eurocurrency Rate Advance or LIBO Rate
     Advance (or, in the case of an Advance denominated in the euro, in
     Frankfurt, Germany).

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

                  "Committed Currencies" means lawful currency of the United
     Kingdom of Great Britain and Northern Ireland, lawful currency of The Swiss
     Federation, lawful currency of Japan, Euro and any other currency requested
     by the applicable Borrower that can be provided by all Lenders.

                  "Competitive Bid Advance" means an advance by a Lender to any
     Borrower as part of a Competitive Bid Borrowing resulting from the
     competitive bidding procedure described in Section 2.03 and refers to a
     Fixed Rate Advance or a LIBO Rate Advance.

                  "Competitive Bid Borrowing" means a borrowing consisting of
     simultaneous Competitive Bid Advances from each of the Lenders whose offer
     to make one or more Competitive Bid Advances as part of such borrowing has
     been accepted under the competitive bidding procedure described in Section
     2.03.

                  "Competitive Bid Note" means a promissory note of any Borrower
     payable to the order of any Lender, in substantially the form of Exhibit
     A-2 hereto, evidencing the indebtedness of such Borrower to such Lender
     resulting from a Competitive Bid Advance made by such Lender to such
     Borrower.

                  "Competitive Bid Reduction" has the meaning specified in
     Section 2.01.

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

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

                  "Consolidated Subsidiary" means at any date any Subsidiary or
     other entity the accounts of which would be consolidated with those of the
     Company in its Consolidated financial statements as of such date.

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

                  "Debt" of any Person means, without duplication, (a) all
     indebtedness of such Person for borrowed money, (b) all obligations of such
     Person for the deferred purchase price of property or services (other than
     trade payables incurred in the ordinary course of such Person's business),
     (c) all obligations of such Person evidenced by notes, bonds, debentures or
     other similar instruments, (d) all obligations of such Person created or
     arising under any conditional sale or other title retention agreement with
     respect to property acquired by such Person (even though the rights and
     remedies of the seller or lender under such agreement in the event of
     default are limited to repossession or sale of such property), (e) all
     obligations of such Person as lessee under leases that have been or should
     be, in accordance with generally accepted accounting principles, recorded
     as capital leases, (f) all obligations, contingent or otherwise, of such
     Person in respect of acceptances, letters of credit or similar extensions
     of credit, (g) all obligations of such Person in respect of Hedge
     Agreements, (h) all Debt of others referred to in clauses (a) through (g)
     above or clause (i) below guaranteed directly or indirectly in any manner
     by such Person, or in effect guaranteed directly or indirectly by such
     Person through an agreement (1) to pay or purchase such Debt or to advance
     or supply funds for the payment or purchase of such Debt, (2) to purchase,
     sell or lease (as lessee or lessor) property, or to purchase or sell
     services, primarily for the purpose of enabling the debtor to make payment
     of such Debt or to assure the holder of such Debt against loss, (3) to
     supply funds to or in any other manner invest in the debtor (including any
     agreement to pay for property or services irrespective of whether such
     property is received or such services are rendered) or (4) otherwise to
     assure a creditor against loss, and (i) all Debt referred to in clauses (a)
     through (h) above secured by (or for which the holder of such Debt has an
     existing right, contingent or otherwise, to be secured by) any Lien on
     property (including, without limitation, accounts and contract rights)
     owned by such Person, even though such Person has not assumed or become
     liable for the payment of such Debt; provided, however, that the term
     "Debt" shall not include obligations under agreements providing for
     indemnification, deferred purchase price payments or similar obligations
     incurred or assumed in connection with the acquisition or disposition of
     assets or stock, whether by merger or otherwise.

                  "Debt for Borrowed Money" of the Company means, without
     duplication, Debt for money borrowed (including unreimbursed drawings under
     letters of credit) or any capitalized lease obligation, any obligation
     under a purchase money mortgage, conditional sale or other title retention
     agreement or any obligation under notes payable or drafts accepted
     representing extensions of credit, but shall not include any Debt in
     respect of Hedge Agreements.

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

                  "Designated Subsidiary" means any direct or indirect
     wholly-owned Subsidiary of the Company designated for borrowing privileges
     under this Agreement pursuant to Section 9.09.

                  "Designation Agreement" means, with respect to any Designated
     Subsidiary, an agreement in the form of Exhibit E hereto signed by such
     Designated Subsidiary and the Company.

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

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

                  "EBITDA" means, for any period, net income (or net loss) plus
     the sum of (a) Interest Expense, (b) income tax expense, (c) depreciation
     expense, (d) amortization expense and (e) non-cash, non-recurring charges
     in an amount not to exceed $500,000,000 taken (i) with respect to the
     impairment of the assets of Brands Hatch Leisure Limited, Octagon Worldwide
     Limited and Octagon Worldwide Inc. and their respective Subsidiaries, in
     the fiscal year ended December 31, 2002 (which shall be allocated to each
     of the fiscal quarters of 2002 in a schedule to be delivered to the Lenders
     on or prior to March 31, 2003) and in the fiscal quarter ending March 31,
     2003 and (ii) with respect to all such other charges, in the fiscal year
     ended December 31, 2002 (which shall be allocated to each of the fiscal
     quarters of 2002 in a schedule to be delivered to the Lenders on or prior
     to March 31, 2003), in each case determined in accordance with GAAP for
     such period.

                  "Effective Date" means May 16, 2002.

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

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

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

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

                  "ERISA Event" means (a) the occurrence of a reportable event,
     within the meaning of Section 4043 of ERISA, with respect to any Plan
     unless the 30-day notice requirement with respect to such event has been
     waived by the PBGC; (b) the application for a minimum funding waiver with
     respect to a Plan; (c) the provision by the administrator of any Plan of a
     notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of
     ERISA (including any such notice with respect to a plan amendment referred
     to in Section 4041(e) of ERISA); (d) the cessation of operations at a
     facility of the Company or any ERISA Affiliate in the circumstances
     described in Section 4062(e) of ERISA; (e) the withdrawal by the Company or
     any ERISA Affiliate from a Multiple Employer Plan during a plan year for
     which it was a substantial employer, as defined in Section 4001(a)(2) of
     ERISA; (f) the conditions for the imposition of a lien under Section 302(f)
     of ERISA shall have been met with respect to any Plan; (g) the adoption of
     an amendment to a Plan requiring the provision of security to such Plan
     pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
     proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
     occurrence of any event or condition described in Section 4042 of ERISA
     that constitutes grounds for the termination of, or the appointment of a
     trustee to administer, a Plan.

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

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

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

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

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

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

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

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

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

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

                  "Fixed Rate Advances" has the meaning specified in Section
     2.03(a)(i), which Advances shall be denominated in Dollars or in any
     Committed Currency.

                  "GAAP" has the meaning specified in Section 1.03.

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

                  "Information Memorandum" means the information memorandum
     dated April 16, 2002 used by the Agent in connection with the syndication
     of the Commitments.

                  "Interest Expense" means, for any period, without duplication,
     interest expense (including the interest component on obligations under
     capitalized leases), whether paid or accrued, on all Debt of the Company
     and its Consolidated Subsidiaries for such period.

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

                           (i) such Borrower may not select any Interest Period
                  that ends after the Termination Date or, if the Revolving
                  Credit Advances have been converted to a term loan pursuant to
                  Section 2.06 prior to such selection, that ends after the
                  Maturity Date;

                           (ii) Interest Periods commencing on the same date for
                  Eurocurrency Rate Advances comprising part of the same
                  Revolving Credit Borrowing or for LIBO Rate Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

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

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

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

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

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

                  "LIBO Rate Advances" means a Competitive Bid Advance
     denominated in Dollars or in any Committed Currency and bearing interest
     based on the LIBO Rate.

                  "Lien" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential arrangement,
     including, without limitation, the lien or retained security title of a
     conditional vendor and the assignment of the right to receive income.

                  "Material Adverse Change" means any material adverse change in
     the business, financial condition or results of operations of the Company
     and its Consolidated Subsidiaries taken as a whole.

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

                  "Maturity Date" means the earlier of (a) the first anniversary
     of the Termination Date and (b) the date of termination in whole of the
     aggregate Commitments pursuant to Section 2.05 or 6.01.

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

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

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

                  "Net Cash Proceeds" means, with respect to any sale, lease,
     transfer or other disposition of any asset by the Company or any of its
     Subsidiaries or the incurrence or issuance of any Debt in the capital
     markets having neither a put exercisable, nor a maturity, earlier than July
     31, 2005 or the sale or issuance of any equity interests by the Company,
     the aggregate amount of cash received by the Company and its Subsidiaries
     in connection with such transaction after deducting therefrom only (without
     duplication) (a) reasonable and customary brokerage commissions,
     underwriting fees and discounts, legal fees, finder's fees and other
     similar fees and commissions, (b) the amount of estimated incremental taxes
     payable in connection with or as a result of such transaction and (c) the
     amount of any Debt secured by a Lien on such asset that, by the terms of
     the agreement or instrument governing such Debt, is required to be repaid
     upon such disposition, in each case to the extent, but only to the extent,
     that the amounts so deducted are, at the time of receipt of such cash,
     actually paid or payable to a Person that is not an Affiliate of the
     Company and are properly attributable to such transaction or to the asset
     that is the subject thereof, as determined by an appropriate officer of the
     Company.

                  "Non-Consenting Lender" has the meaning specified in Section
     2.18(b).

                  "Note" means a Revolving Credit Note or a Competitive Bid
     Note.

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

                  "Notice of Competitive Bid Borrowing" has the meaning
     specified in Section 2.03(a).

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

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

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

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


                  "Proceeds Target" means the receipt by the Company and its
     Subsidiaries, from and after the Restatement Date, of Net Cash Proceeds of
     not less than $400,000,000 in the aggregate from a combination of one or
     more transactions involving the sale, lease, transfer or other disposition
     of any asset by the Company or any of its Subsidiaries or the incurrence or
     issuance of any Debt in the capital markets having neither a put
     exercisable, nor a maturity, earlier than July 31, 2005 or the sale or
     issuance of any equity interests by the Company or any of its Subsidiaries.

                  "Public Debt Rating" means, as of any date, the lowest rating
     that has been most recently announced by either S&P or Moody's, as the case
     may be, for any class of non-credit enhanced long-term senior unsecured
     debt issued by the Company. For purposes of the foregoing, (a) if only one
     of S&P and Moody's shall have in effect a Public Debt Rating, the
     Applicable Margin, the Applicable Percentage and the Applicable Utilization
     Fee shall be determined by reference to the available Public Debt Rating
     announced by either S&P or Moody's; (b) if neither S&P nor Moody's shall
     have in effect a Public Debt Rating, the Applicable Margin, the Applicable
     Percentage and the Applicable Utilization Fee will be set in accordance
     with Level 6 under the definition of "Applicable Margin", "Applicable
     Percentage" or "Applicable Utilization Fee", as the case may be; (c) if
     such ratings established by S&P and Moody's shall fall within different
     levels, the Applicable Margin, the Applicable Percentage and the Applicable
     Utilization Fee shall be based upon the higher of such ratings, except
     that, in the event that (x) the lower of such ratings is more than one
     level below the higher of such ratings or (y) the lower of such ratings is
     below investment grade and the higher of such ratings is investment grade,
     the Applicable Margin, the Applicable Percentage and the Applicable
     Utilization Fee shall be based upon the level immediately above the lower
     of such ratings; (d) if any such rating established by S&P or Moody's shall
     be changed, such change shall be effective as of the date on which such
     change is first announced publicly by the rating agency making such change;
     and (e) if S&P or Moody's shall change the basis on which ratings are
     established, each reference to the Public Debt Rating announced by S&P or
     Moody's, as the case may be, shall refer to the then equivalent rating by
     S&P or Moody's, as the case may be.

                  "Reference Banks" means Citibank, HSBC Bank USA and JPMorgan
     Chase Bank.

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

                  "Required Lenders" means at any time Lenders owed at least a
     majority in interest of the then aggregate outstanding principal amount
     (based on the Equivalent in Dollars at such time) of the Revolving Credit
     Advances, or, if no such principal amount is then outstanding, Lenders
     having at least a majority in amount of the Commitments or, if no such
     principal amount is then outstanding and the Commitments have been
     terminated, Lenders having at least a majority in interest of the then
     aggregate outstanding principal amount (based on the Equivalent in Dollars
     at such time) of the Competitive Bid Advances.

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

                  "Revolving Credit Advance" means an advance by a Lender to any
     Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
     Advance or a Eurocurrency Rate Advance (each of which shall be a "Type" of
     Revolving Credit Advance).

                  "Revolving Credit Borrowing" means a borrowing consisting of
     simultaneous Revolving Credit Advances of the same Type made by each of the
     Lenders pursuant to Section 2.01.

                  "Revolving Credit Note" means a promissory note of any
     Borrower payable to the order of any Lender, delivered pursuant to a
     request made under Section 2.16 in substantially the form of Exhibit A-1
     hereto, evidencing the aggregate indebtedness of such Borrower to such
     Lender resulting from the Revolving Credit Advances made by such Lender to
     such Borrower.

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

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

                  "SPC" has the meaning specified in Section 9.07(f) hereto.

                  "Sub-Agent" means Citibank International plc.

                  "Subsidiary" of any Person means any corporation, partnership,
     joint venture, limited liability company, trust or estate of which (or in
     which) more than 50% of (a) the issued and outstanding capital stock having
     ordinary voting power to elect a majority of the Board of Directors of such
     corporation (irrespective of whether at the time capital stock of any other
     class or classes of such corporation shall or might have voting power upon
     the occurrence of any contingency), (b) the interest in the capital or
     profits of such limited liability company, partnership or joint venture or
     (c) the beneficial interest in such trust or estate is at the time directly
     or indirectly owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such Person's other
     Subsidiaries.

                  "Super Proceeds Target" means the receipt by the Company and
     its Subsidiaries, from and after the Restatement Date, of Net Cash Proceeds
     of not less than $600,000,000 in the aggregate from a combination of one or
     more transactions involving the sale, lease, transfer or other disposition
     of any asset by the Company or any of its Subsidiaries or the incurrence or
     issuance of any Debt in the capital markets having neither a put
     exercisable, nor a maturity, earlier than July 31, 2005 or the sale or
     issuance of any equity interests by the Company or any of its Subsidiaries.

                  "Term Loan Conversion Date" means the Termination Date on
     which all Revolving Credit Advances outstanding on such date are converted
     into a term loan pursuant to Section 2.06.

                  "Term Loan Election" has the meaning specified in Section
     2.06.

                  "Termination Date" means the earlier of (a) May 15, 2003,
     subject to the extension thereof pursuant to Section 2.18 and (b) the date
     of termination in whole of the Commitments pursuant to Section 2.05 or
     6.01; provided, however, that the Termination Date of any Lender that is a
     Non-Consenting Lender to any requested extension pursuant to Section 2.18
     shall be the Termination Date in effect immediately prior to the applicable
     Extension Date for all purposes of this Agreement.

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

                  "Zero-Coupon Notes Target" means not more than $75,000,000
     aggregate principal amount is outstanding under the Zero-Coupon Convertible
     Senior Notes of the Company due 2021.

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

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

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to any Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an
aggregate amount (based in respect of any Revolving Credit Advances to be
denominated in a Committed Currency on the Equivalent in Dollars determined on
the date of delivery of the applicable Notice of Revolving Credit Borrowing) for
all Borrowers not to exceed at any time outstanding such Lender's Commitment
provided that the aggregate amount of the Commitments of the Lenders shall be
deemed used from time to time to the extent of the aggregate amount (based in
respect of any Competitive Bid Advance denominated in a Committed Currency on
the Equivalent in Dollars at such time) of the Competitive Bid Advances then
outstanding and such deemed use of the aggregate amount of the Commitments shall
be allocated among the Lenders ratably according to their respective Commitments
(such deemed use of the aggregate amount of the Commitments being a "Competitive
Bid Reduction"). Each Revolving Credit Borrowing shall be in an aggregate amount
of $10,000,000 or an integral multiple of $1,000,000 in excess thereof in the
case of Revolving Credit Advances denominated in Dollars and the Equivalent of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof in the case
of Revolving Credit Advances denominated in any Committed Currency (determined
on the date of the applicable Notice of Revolving Credit Borrowing) and shall
consist of Revolving Credit Advances of the same Type made on the same day by
the Lenders ratably according to their respective Commitments. Within the limits
of each Lender's Commitment, any Borrower may borrow under this Section 2.01,
prepay pursuant to Section 2.10 and reborrow under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
10:00 A.M. (New York City time) on the second Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)
4:00 P.M. (London time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Eurocurrency Rate Advances denominated in any Committed Currency,
or (z) 12:00 noon (New York City time) on the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base
Rate Advances, by any Borrower to the Agent (and, in the case of a Revolving
Credit Borrowing consisting of Eurocurrency Rate Advances, simultaneously to the
Sub-Agent), which shall give to each Lender prompt notice thereof by telecopier
or telex. Each such notice of a Revolving Credit Borrowing (a "Notice of
Revolving Credit Borrowing") shall be by telephone, confirmed immediately in
writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, initial
Interest Period and currency for each such Revolving Credit Advance; provided,
however, that if any such notice shall fail to specify a currency, Dollars shall
be deemed to have been specified. Each Lender shall, before 2:00 P.M. (New York
City time) on the date of such Revolving Credit Borrowing, in the case of a
Revolving Credit Borrowing consisting of Advances denominated in Dollars, and
before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing,
in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances denominated in any Committed Currency, make available for the account
of its Applicable Lending Office to the Agent at the applicable Agent's Account,
in same day funds, such Lender's ratable portion of such Revolving Credit
Borrowing. After the Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make such funds
available to the Borrower requesting the Revolving Credit Borrowing at the
Agent's address referred to in Section 9.02 or, in the case of a Revolving
Credit Borrowing in a Committed Currency, at the applicable Payment Office, as
the case may be.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any
Revolving Credit Borrowing if the aggregate amount of such Revolving Credit
Borrowing is less than $5,000,000 (or the Equivalent thereof in a Committed
Currency) or if the obligation of the Lenders to make Eurocurrency Rate Advances
shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as part of more than twenty
separate Revolving Credit Borrowings.

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

                  (d) Unless the Agent shall have received notice from a Lender
prior to the time of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower proposing the
Revolving Credit Borrowing on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and such Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to such Borrower until
the date such amount is repaid to the Agent, at (i) in the case of such
Borrower, the higher of (A) the interest rate applicable at the time to
Revolving Credit Advances comprising such Revolving Credit Borrowing and (B) the
cost of funds incurred by the Agent in respect of such amount and (ii) in the
case of such Lender, (A) the Federal Funds Rate in the case of Advances
denominated in Dollars or (B) the cost of funds incurred by the Agent in respect
of such amount in the case of Advances denominated in Committed Currencies. If
such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement.

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

                  SECTION 2.03. The Competitive Bid Advances. (a) Each Lender
severally agrees that any Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
(based in respect of any Advance denominated in a Committed Currency on the
Equivalent in Dollars at the time such Competitive Bid Borrowing is requested)
shall not exceed the aggregate amount of the Commitments of the Lenders
(computed without regard to any Competitive Bid Reduction).

                  (i) Any Borrower may request a Competitive Bid Borrowing under
         this Section 2.03 by delivering to the Agent (and, in the case of a
         Competitive Bid Borrowing not consisting of Fixed Rate Advances or LIBO
         Rate Advances to be denominated in Dollars, simultaneously to the
         Sub-Agent), by telecopier or telex, a notice of a Competitive Bid
         Borrowing (a "Notice of Competitive Bid Borrowing"), in substantially
         the form of Exhibit B-2 hereto, specifying therein the requested (A)
         date of such proposed Competitive Bid Borrowing, (B) aggregate amount
         of such proposed Competitive Bid Borrowing, (C) interest rate basis and
         day count convention to be offered by the Lenders, (D) currency of such
         proposed Competitive Bid Borrowing, (E) in the case of a Competitive
         Bid Borrowing consisting of LIBO Rate Advances, Interest Period, or in
         the case of a Competitive Bid Borrowing consisting of Fixed Rate
         Advances, maturity date for repayment of each Fixed Rate Advance to be
         made as part of such Competitive Bid Borrowing (which maturity date may
         not be earlier than the date occurring 30 days after the date of such
         Competitive Bid Borrowing or later than the Termination Date), (F)
         interest payment date or dates relating thereto, (G) location of such
         Borrower's account to which funds are to be advanced and (H) other
         terms (if any) to be applicable to such Competitive Bid Borrowing, not
         later than (w) 10:00 A.M. (New York City time) at least one Business
         Day prior to the date of the proposed Competitive Bid Borrowing, if
         such Borrower shall specify in the Notice of Competitive Bid Borrowing
         that the rates of interest to be offered by the Lenders shall be fixed
         rates per annum (the Advances comprising any such Competitive Bid
         Borrowing being referred to herein as "Fixed Rate Advances") and that
         the Advances comprising such proposed Competitive Bid Borrowing shall
         be denominated in Dollars, (x) 10:00 A.M. (New York City time) at least
         four Business Days prior to the date of the proposed Competitive Bid
         Borrowing, if such Borrower shall specify in the Notice of Competitive
         Bid Borrowing that the Advances comprising such Competitive Bid
         Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 10:00
         A.M. (London time) at least two Business Days prior to the date of the
         proposed Competitive Bid Borrowing, if such Borrower shall specify in
         the Notice of Competitive Bid Borrowing that the Advances comprising
         such proposed Competitive Bid Borrowing shall be Fixed Rate Advances
         denominated in any Committed Currency and (z) 10:00 A.M. (London time)
         at least four Business Days prior to the date of the proposed
         Competitive Bid Borrowing, if such Borrower shall specify in the Notice
         of Competitive Bid Borrowing that the Advances comprising such
         Competitive Bid Borrowing shall be LIBO Rate Advances denominated in
         any Committed Currency. Each Notice of Competitive Bid Borrowing shall
         be irrevocable and binding on such Borrower. Any Notice of Competitive
         Bid Borrowing by a Designated Subsidiary shall be given to the Agent
         (or the Sub-Agent, as the case may be) from its office in New York, New
         York on behalf of such Designated Subsidiary.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so, irrevocably offer to make one or more Competitive Bid Advances
         to the Borrower proposing the Competitive Bid Borrowing as part of such
         proposed Competitive Bid Borrowing at a rate or rates of interest
         specified by such Lender in its sole discretion, by notifying the Agent
         or the Sub-Agent, as the case may be (which shall give prompt notice
         thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on
         the date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars, (B) before 10:00 A.M. (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
         denominated in Dollars, (C) before 12:00 noon (London time) on the
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         Fixed Rate Advances denominated in any Committed Currency and (D)
         before 12:00 noon (London time) on the third Business Day prior to the
         date of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of LIBO Rate Advances denominated
         in any Committed Currency, of the minimum amount and maximum amount of
         each Competitive Bid Advance which such Lender would be willing to make
         as part of such proposed Competitive Bid Borrowing (which amounts or
         the Equivalent thereof in Dollars, as the case may be, of such proposed
         Competitive Bid may, subject to the proviso to the first sentence of
         this Section 2.03(a), exceed such Lender's Commitment, if any), the
         rate or rates of interest therefor and such Lender's Applicable Lending
         Office with respect to such Competitive Bid Advance; provided that if
         the Agent in its capacity as a Lender shall, in its sole discretion,
         elect to make any such offer, it shall notify such Borrower of such
         offer at least 30 minutes before the time and on the date on which
         notice of such election is to be given to the Agent or to the
         Sub-Agent, as the case may be, by the other Lenders. If any Lender
         shall elect not to make such an offer, such Lender shall so notify the
         Agent before 10:00 A.M. (New York City time) or the Sub-Agent before
         12:00 noon (London time) on the date on which notice of such election
         is to be given to the Agent or to the Sub-Agent, as the case may be, by
         the other Lenders, and such Lender shall not be obligated to, and shall
         not, make any Competitive Bid Advance as part of such Competitive Bid
         Borrowing; provided that the failure by any Lender to give such notice
         shall not cause such Lender to be obligated to make any Competitive Bid
         Advance as part of such proposed Competitive Bid Borrowing.

                  (iii) The Borrower proposing the Competitive Bid Borrowing
         shall, in turn, (A) before 10:30 A.M. (New York City time) on the date
         of such proposed Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars, (B) before 11:00 A.M. (New York City time) three Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive Bid Borrowing consisting of LIBO Rate Advances
         denominated in Dollars, (C) before 3:00 P.M. (London time) on the
         Business Day prior to the date of such proposed Competitive Bid
         Borrowing, in the case of a Competitive Bid Borrowing consisting of
         either Fixed Rate Advances denominated in any Committed Currency and
         (D) before 3:00 P.M. (London time) on the third Business Day prior to
         the date of such Competitive Bid Borrowing, in the case of a
         Competitive Bid Borrowing consisting of LIBO Rate Advances denominated
         in any Committed Currency, either:

                           (x) cancel such Competitive Bid Borrowing by giving
                  the Agent notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Agent or to the
                  Sub-Agent, as the case may be, of the amount of each
                  Competitive Bid Advance (which amount shall be equal to or
                  greater than the minimum amount, and equal to or less than the
                  maximum amount, notified to such Borrower by the Agent or the
                  Sub-Agent, as the case may be, on behalf of such Lender for
                  such Competitive Bid Advance pursuant to paragraph (ii) above)
                  to be made by each Lender as part of such Competitive Bid
                  Borrowing, and reject any remaining offers made by Lenders
                  pursuant to paragraph (ii) above by giving the Agent or the
                  Sub-Agent, as the case may be, notice to that effect. Such
                  Borrower shall accept the offers made by any Lender or Lenders
                  to make Competitive Bid Advances in order of the lowest to the
                  highest rates of interest offered by such Lenders. If two or
                  more Lenders have offered the same interest rate, the amount
                  to be borrowed at such interest rate will be allocated among
                  such Lenders in proportion to the amount that each such Lender
                  offered at such interest rate.

                  (iv) If the Borrower proposing the Competitive Bid Borrowing
         notifies the Agent or the Sub-Agent, as the case may be, that such
         Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
         above, the Agent or the Sub-Agent, as the case may be, shall give
         prompt notice thereof to the Lenders and such Competitive Bid Borrowing
         shall not be made.

                  (v) If the Borrower proposing the Competitive Bid Borrowing
         accepts one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as
         the case may be, shall in turn promptly notify (A) each Lender that has
         made an offer as described in paragraph (ii) above, of the date and
         aggregate amount of such Competitive Bid Borrowing and whether or not
         any offer or offers made by such Lender pursuant to paragraph (ii)
         above have been accepted by such Borrower, (B) each Lender that is to
         make a Competitive Bid Advance as part of such Competitive Bid
         Borrowing, of the amount of each Competitive Bid Advance to be made by
         such Lender as part of such Competitive Bid Borrowing, and (C) each
         Lender that is to make a Competitive Bid Advance as part of such
         Competitive Bid Borrowing, upon receipt, that the Agent or the
         Sub-Agent, as the case may be, has received forms of documents
         appearing to fulfill the applicable conditions set forth in Article
         III. Each Lender that is to make a Competitive Bid Advance as part of
         such Competitive Bid Borrowing shall, before 11:00 A.M. (New York City
         time), in the case of Competitive Bid Advances to be denominated in
         Dollars or 11:00 A.M. (London time), in the case of Competitive Bid
         Advances to be denominated in any Committed Currency, on the date of
         such Competitive Bid Borrowing specified in the notice received from
         the Agent or the Sub-Agent, as the case may be, pursuant to clause (A)
         of the preceding sentence or any later time when such Lender shall have
         received notice from the Agent or the Sub-Agent, as the case may be
         pursuant to clause (C) of the preceding sentence, make available for
         the account of its Applicable Lending Office to the Agent (x) in the
         case of a Competitive Bid Borrowing denominated in Dollars, at its
         address referred to in Section 9.02, in same day funds, such Lender's
         portion of such Competitive Bid Borrowing in Dollars and (y) in the
         case of a Competitive Bid Borrowing in a Committed Currency, at the
         Payment Office for such Committed Currency as shall have been notified
         by the Agent to the Lenders prior thereto, in same day funds, such
         Lender's portion of such Competitive Bid Borrowing in such Committed
         Currency. Upon fulfillment of the applicable conditions set forth in
         Article III and after receipt by the Agent of such funds, the Agent
         will make such funds available to such Borrower at the location
         specified by such Borrower in its Notice of Competitive Bid Borrowing.
         Promptly after each Competitive Bid Borrowing the Agent will notify
         each Lender of the amount of the Competitive Bid Borrowing, the
         consequent Competitive Bid Reduction and the dates upon which such
         Competitive Bid Reduction commenced and will terminate.

                  (vi) If the Borrower proposing the Competitive Bid Borrowing
         notifies the Agent or the Sub-Agent, as the case may be, that it
         accepts one or more of the offers made by any Lender or Lenders
         pursuant to paragraph (iii)(y) above, such notice of acceptance shall
         be irrevocable and binding on such Borrower. Such Borrower shall
         indemnify each Lender against any loss, cost or expense incurred by
         such Lender as a result of any failure to fulfill on or before the date
         specified in the related Notice of Competitive Bid Borrowing for such
         Competitive Bid Borrowing the applicable conditions set forth in
         Article III, including, without limitation, any loss (excluding loss of
         anticipated profits), cost or expense incurred by reason of the
         liquidation or reemployment of deposits or other funds acquired by such
         Lender to fund the Competitive Bid Advance to be made by such Lender as
         part of such Competitive Bid Borrowing when such Competitive Bid
         Advance, as a result of such failure, is not made on such date.

                  (b) Each Competitive Bid Borrowing shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
(or the Equivalent thereof in any Committed Currency, determined as of the time
of the applicable Notice of Competitive Bid Borrowing) and, following the making
of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the
limitation set forth in the proviso to the first sentence of subsection (a)
above.

                  (c) Within the limits and on the conditions set forth in this
Section 2.03, any Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (d) below, and reborrow under this
Section 2.03, provided that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall repay to the Agent for the account of each Lender that has made
a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance
(such maturity date being that specified by such Borrower for repayment of such
Competitive Bid Advance in the related Notice of Competitive Bid Borrowing
delivered pursuant to subsection (a)(i) above and provided in the Competitive
Bid Note evidencing such Competitive Bid Advance), the then unpaid principal
amount of such Competitive Bid Advance. No Borrower shall have any right to
prepay any principal amount of any Competitive Bid Advance unless, and then only
on the terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of Competitive Bid Borrowing delivered pursuant to subsection
(a)(i) above and set forth in the Competitive Bid Note evidencing such
Competitive Bid Advance.

                  (e) Each Borrower that has borrowed through a Competitive Bid
Borrowing shall pay interest on the unpaid principal amount of each Competitive
Bid Advance from the date of such Competitive Bid Advance to the date the
principal amount of such Competitive Bid Advance is repaid in full, at the rate
of interest for such Competitive Bid Advance specified by the Lender making such
Competitive Bid Advance in its notice with respect thereto delivered pursuant to
subsection (a)(ii) above, payable on the interest payment date or dates
specified by such Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the Competitive Bid Note evidencing such Competitive Bid
Advance. Upon the occurrence and during the continuance of an Event of Default
under Section 6.01(a), such Borrower shall pay interest on the amount of unpaid
principal of and interest on each Competitive Bid Advance owing to a Lender,
payable in arrears on the date or dates interest is payable thereon, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid on such Competitive Bid Advance under the terms of the Competitive
Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

                  (f) The indebtedness of any Borrower resulting from each
Competitive Bid Advance made to such Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of such Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION 2.04. Fees. (a) Facility Fee. The Company agrees to
pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender's Commitment from the Effective Date in the case of each
Initial Lender and from the effective date specified in the Assumption Agreement
or in the Assignment and Acceptance pursuant to which it became a Lender in the
case of each other Lender until the Termination Date at a rate per annum equal
to the Applicable Percentage in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December,
commencing June 30, 2002, and on the Termination Date.

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

                  SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Company shall have the right, upon at least three Business Days'
notice to the Agent, to permanently terminate in whole or reduce ratably in part
the unused portions of the respective Commitments of the Lenders, provided that
each partial reduction shall be in the aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and provided further that the
aggregate amount of the Commitments of the Lenders shall not be reduced to an
amount that is less than the aggregate principal amount of the Competitive Bid
Advances denominated in Dollars then outstanding plus the Equivalent in Dollars
(determined as of the date of the notice of prepayment) of the aggregate
principal amount of the Competitive Bid Advances denominated in Committed
Currencies then outstanding.

                  (b) Mandatory. On the Termination Date, if the Company has
made the Term Loan Election in accordance with Section 2.06 prior to such date,
and from time to time thereafter upon each prepayment of the Revolving Credit
Advances, the Commitments of the Lenders shall be automatically and permanently
reduced on a pro rata basis by an amount equal to the amount by which (i) the
aggregate Commitments immediately prior to such reduction exceeds (ii) the
aggregate unpaid principal amount of all Revolving Credit Advances outstanding
at such time.

                  SECTION 2.06. Repayment of Revolving Credit Advances. Each
Borrower shall, subject to the next succeeding sentence, repay to the Agent for
the ratable account of the Lenders on the Termination Date the aggregate
principal amount of the Revolving Credit Advances then outstanding. The Company
may, upon not less than 15 days' notice to the Agent, elect (the "Term Loan
Election") to convert all of the Revolving Credit Advances outstanding on the
Termination Date in effect at such time into a term loan which the Borrowers
shall repay in full ratably to the Lenders on the Maturity Date; provided that
the Term Loan Election may not be exercised if (a) a Default has occurred and is
continuing on the date of notice of exercise of the Term Loan Election or on
such Termination Date or (b) the Proceeds Target is not met on or prior to the
date of notice of exercise of Term Loan Election. All Revolving Credit Advances
converted into a term loan pursuant to this Section 2.06 shall continue to
constitute Revolving Credit Advances except that the Borrowers may not reborrow
pursuant to Section 2.01 after all or any portion of such Revolving Credit
Advances have been prepaid pursuant to Section 2.10.

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

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

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

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

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

                  (b) If, with respect to any Eurocurrency Rate Advances, the
Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second Business Day before the making of a Borrowing in sufficient amounts
to fund their respective Revolving Credit Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period
for such Advances will not adequately reflect the cost to such Required Lenders
of making, funding or maintaining their respective Eurocurrency Rate Advances
for such Interest Period, the Agent shall forthwith so notify the Company and
the Lenders, whereupon (A) the Borrower of such Eurocurrency Advances will, on
the last day of the then existing Interest Period therefor, (1) if such
Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such
Advances or (y) Convert such Advances into Base Rate Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x)
prepay such Advances or (y) redenominate such Advances into an Equivalent amount
of Dollars and Convert such Advances into Base Rate Advances and (B) the
obligation of the Lenders to make, or to Convert Revolving Credit Advances into,
Eurocurrency Rate Advances shall be suspended until the Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist.

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

                  (d) On the date on which the aggregate unpaid principal amount
of Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $5,000,000 (or the Equivalent
thereof in any Committed Currency), such Advances shall automatically Convert
into Base Rate Advances.

                  (e) Upon the occurrence and during the continuance of any
Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted
into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is
denominated in any Committed Currency, be redenominated into an Equivalent
amount of Dollars and be Converted into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency
Rate Advances shall be suspended.

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

                  (i) the Agent shall forthwith notify the Company and the
         Lenders that the interest rate cannot be determined for such
         Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

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

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

                  SECTION 2.09. Optional Conversion of Revolving Credit
Advances. The Borrower of any Revolving Credit Advance may on any Business Day,
upon notice given to the Agent not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the date of the proposed Conversion and subject
to the provisions of Sections 2.08 and 2.12, Convert all Revolving Credit
Advances denominated in Dollars of one Type comprising the same Borrowing into
Revolving Credit Advances denominated in Dollars of the other Type; provided,
however, that any Conversion of Eurocurrency Rate Advances into Base Rate
Advances shall be made only on the last day of an Interest Period for such
Eurocurrency Rate Advances, any Conversion of Base Rate Advances into
Eurocurrency Rate Advances shall be in an amount not less than the minimum
amount specified in Section 2.02(b) and no Conversion of any Revolving Credit
Advances shall result in more separate Revolving Credit Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion, (ii)
the Dollar denominated Revolving Credit Advances to be Converted, and (iii) if
such Conversion is into Eurocurrency Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower giving such notice.

                  SECTION 2.10. Prepayments of Revolving Credit Advances. (a)
Optional. Each Borrower may, upon notice at least one Business Day prior to the
date of such prepayment, in the case of Eurocurrency Rate Advances, and not
later than 11:00 A.M. (New York City time) on the date of such prepayment, in
the case of Base Rate Advances, to the Agent stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given such
Borrower shall, prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Revolving Credit Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof in the case of Revolving
Credit Advances denominated in Dollars and the Equivalent of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof in the case of Revolving
Credit Advances denominated in any Committed Currencies (determined on the date
notice of prepayment is given) and (y) in the event of any such prepayment of a
Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 9.04(c).

                  (b) Mandatory Prepayments. (i) If the Agent notifies the
Company on the second Business Day prior to any interest payment date that the
sum of (A) the aggregate principal amount of all Advances denominated in Dollars
then outstanding plus (B) the Equivalent in Dollars (both (A) and (B) determined
on the third Business Day prior to such interest payment date) of the aggregate
principal amount of all Advances denominated in Committed Currencies then
outstanding exceeds 103% of the aggregate Commitments of the Lenders on such
date, the Borrowers shall, within two Business Days after receipt of such
notice, prepay the outstanding principal amount of any Advances owing by the
Borrowers in an aggregate amount sufficient to reduce such sum after such
payment to an amount not to exceed 100% of the aggregate Commitments of the
Lenders. The Agent shall provide such notice to the Company at the request of
any Lender.

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

                  SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority including, without limitation, any agency
of the European Union or similar monetary or multinational authority (whether or
not having the force of law), there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any
such increased costs resulting from (i) Taxes or Other Taxes (as to which
Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall
net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has
its Applicable Lending Office or any political subdivision thereof), then the
Company shall from time to time, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost. A
certificate as to the amount of such increased cost, submitted to the Company
and the Agent by such Lender, shall constitute prima facie evidence of such
amounts.

                  (b) If any Lender determines that due to the introduction of
or any change in or in the interpretation of any law or regulation or any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), taking into consideration the policies
of such Lender and any corporation controlling such Lender with respect to
capital adequacy, increases or would increase the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such increase is based upon the existence of such
Lender's commitment to lend hereunder and other commitments of this type and the
effect of such increase is to reduce the rate of return on such Lender's capital
or on the capital of the corporation controlling such Lender, then, upon demand
by such Lender (with a copy of such demand to the Agent), the Company shall pay
to the Agent for the account of such Lender, from time to time as specified by
such Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Company and the Agent by such Lender shall constitute prima
facie evidence of such amounts.

                  SECTION 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Committed Currency or
to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency or LIBO Rate Advances in Dollars or any Committed Currency hereunder,
(a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be,
will automatically, upon such demand, (i) if such Eurocurrency Rate Advance or
LIBO Rate Advance is denominated in Dollars, be Converted into a Base Rate
Advance or an Advance that bears interest at the rate set forth in Section
2.07(a)(i), as the case may be, and (ii) if such Eurocurrency Rate Advance or
LIBO Rate Advance is denominated in any Committed Currency, be redenominated
into an Equivalent amount of Dollars and be Converted into a Base Rate Advance
or an Advance that bears interest at the rate set forth in Section 2.07(a)(i),
as the case may be, and (b) the obligation of the Lenders to make Eurocurrency
Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurocurrency Rate Advances shall be suspended until the Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist.

                  SECTION 2.13. Payments and Computations. (a) Each Borrower
shall make each payment hereunder, except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Committed Currency,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to
the Agent at the applicable Agent's Account in same day funds and without
deduction, set off or counterclaim. Each Borrower shall make each payment
hereunder with respect to principal of, interest on, and other amounts relating
to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at
the Payment Office for such Committed Currency) on the day when due in such
Committed Currency to the Agent, by deposit of such funds to the applicable
Agent's Account in same day funds. The Agent will promptly thereafter cause to
be distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.03,
2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of
an extension of the Termination Date pursuant to Section 2.18, and upon the
Agent's receipt of such Lender's Assumption Agreement and recording of the
information contained therein in the Register, from and after the applicable
Extension Date the Agent shall make all payments hereunder and under any Notes
issued in connection therewith in respect of the interest assumed thereby to the
Assuming Lender. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

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

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

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

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

                  (b) In addition, the Company shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes, but excluding all other United
States federal taxes other than withholding taxes (hereinafter referred to as
"Other Taxes").

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

                  (d) Within 30 days after the date of any payment of Taxes,
each Borrower shall furnish to the Agent, at its address referred to in Section
9.02, the original or a certified copy of a receipt evidencing such payment. In
the case of any payment hereunder or under the Notes by or on behalf of such
Borrower through an account or branch outside the United States or by or on
behalf of such Borrower by a payor that is not a United States person, if such
Borrower determines that no Taxes are payable in respect thereof, such Borrower
shall furnish, or shall cause such payor to furnish, to the Agent, at such
address, an opinion of counsel acceptable to the Agent stating that such payment
is exempt from Taxes. For purposes of this subsection (d) and subsection (e),
the terms "United States" and "United States person" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the
Assumption Agreement or the Assignment and Acceptance pursuant to which it
becomes a Lender in the case of each other Lender, and from time to time
thereafter as requested in writing by the Company (but only so long as such
Lender remains lawfully able to do so), shall provide each of the Agent and the
Company with two original Internal Revenue Service forms W-8BEN or W-8ECI, as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender is exempt from or entitled to a reduced
rate of United States withholding tax on payments pursuant to this Agreement or
the Notes. If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender assignee on such date. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender reasonably
considers to be confidential, the Lender shall give notice thereof to the
Borrowers and shall not be obligated to include in such form or document such
confidential information.

                  (f) Each Initial Lender hereby confirms as of the Effective
Date, and each other Lender confirms as of the effective date of the Assignment
and Acceptance pursuant to which it becomes a party hereto, in favor of the
Agent that either (i) such Lender is not resident in the United Kingdom and is
beneficially entitled to the Advances and the interest thereon or (ii) it is a
bank as defined for the purposes of Section 349 of the Income and Corporation
Taxes Act of 1988 of the United Kingdom and is beneficially entitled to the
Advances and the interest thereon, and each Lender agrees to notify the Agent if
there is any change in its position from that set forth in this clause (f).

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

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

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

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

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

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

                  SECTION 2.17. Use of Proceeds. The proceeds of the Advances
shall be available (and each Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Company and its Consolidated
Subsidiaries, including commercial paper backstop and acquisition financing.

                  SECTION 2.18. Extension of Termination Date. (a) Provided that
the Company has not previously made a Term Loan Election pursuant to Section
2.06, at least 35 days but not more than 45 days prior to the Termination Date,
the Company, by written notice to the Agent, may request an extension of the
Termination Date in effect at such time by 364 days from its then scheduled
expiration. The Agent shall promptly notify each Lender of such request, and
each Lender shall in turn, in its sole discretion, not later than 25 days prior
to the Termination Date, notify the Company and the Agent in writing as to
whether such Lender will consent to such extension. If any Lender shall fail to
notify the Agent and the Company in writing of its consent to any such request
for extension of the Termination Date at least 25 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to
such request. The Agent shall notify the Company on the next succeeding Business
Day of the decision of the Lenders regarding the Company's request for an
extension of the Termination Date.

                  (b) If all the Lenders consent in writing to any such request
in accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the Termination Date (the "Extension
Date"), be extended for 364 days; provided that on each Extension Date the
applicable conditions set forth in Article III shall be satisfied. If less than
all of the Lenders consent in writing to any such request in accordance with
subsection (a) of this Section 2.18, the Termination Date in effect at such time
shall, effective as at the applicable Extension Date and subject to subsection
(d) of this Section 2.18, be extended as to those Lenders that so consented
(each a "Consenting Lender") but shall not be extended as to any other Lender
(each a "Non-Consenting Lender"). To the extent that the Termination Date is not
extended as to any Lender pursuant to this Section 2.18 and the Commitment of
such Lender is not assumed in accordance with subsection (c) of this Section
2.18 on or prior to the applicable Extension Date, the Commitment of such
Non-Consenting Lender shall automatically terminate in whole on such unextended
Termination Date without any further notice or other action by the Company, such
Lender or any other Person; provided that such Non-Consenting Lender's rights
under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05,
shall survive the Termination Date for such Lender as to matters occurring prior
to such date. It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by the Company for any
requested extension of the Termination Date.

                  (c) If less than all of the Lenders consent to any such
request pursuant to subsection (a) of this Section 2.18, the Agent shall
promptly so notify the Consenting Lenders, and each Consenting Lender may, in
its sole discretion, give written notice to the Agent not later than 10 days
prior to the Termination Date of the amount of the Non-Consenting Lenders'
Commitments for which it is willing to accept an assignment. If the Consenting
Lenders notify the Agent that they are willing to accept assignments of
Commitments in an aggregate amount that exceeds the amount of the Commitments of
the Non-Consenting Lenders, such Commitments shall be allocated among the
Consenting Lenders willing to accept such assignments in such amounts as are
agreed between the Company and the Agent. If after giving effect to the
assignments of Commitments described above there remain any Commitments of
Non-Consenting Lenders, the Company may arrange for one or more Consenting
Lenders or other Eligible Assignees (each, an "Assuming Lender") to assume,
effective as of the Extension Date, any Non-Consenting Lender's Commitment and
all of the obligations of such Non-Consenting Lender under this Agreement
thereafter arising, without recourse to or warranty by, or expense to, such
Non-Consenting Lender; provided, however, that the amount of the Commitment of
any such Assuming Lender as a result of such substitution shall in no event be
less than $10,000,000 unless the amount of the Commitment of such Non-Consenting
Lender is less than $10,000,000, in which case such Assuming Lender shall assume
all of such lesser amount; and provided further that:

                  (i) any such Consenting Lender or Assuming Lender shall have
         paid to such Non-Consenting Lender (A) the aggregate principal amount
         of, and any interest accrued and unpaid to the effective date of the
         assignment on, the outstanding Advances, if any, of such Non-Consenting
         Lender plus (B) any accrued but unpaid facility fees owing to such
         Non-Consenting Lender as of the effective date of such assignment;

                  (ii) all additional costs reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and

                  (iii) with respect to any such Assuming Lender, the applicable
         processing and recordation fee required under Section 9.07(a) for such
         assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 9.04, and its obligations under Section 8.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Company and the Agent an agreement in form
and substance reasonably satisfactory to the Agent and the Company (each, an
"Assumption Agreement"), duly executed by such Assuming Lender, such
Non-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Company and the
Agent as to the increase in the amount of its Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.18 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) above, each such Consenting Lender or Assuming Lender, as of the
Extension Date, will be substituted for such Non-Consenting Lender under this
Agreement and shall be a Lender for all purposes of this Agreement, without any
further acknowledgment by or the consent of the other Lenders, and the
obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

                  (d) If (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.18) Lenders having Commitments
equal to at least 50% of the Commitments in effect immediately prior to the
Extension Date consent in writing to a requested extension (whether by execution
or delivery of an Assumption Agreement or otherwise) not later than one Business
Day prior to such Extension Date, the Agent shall so notify the Company, and,
subject to the satisfaction of the applicable conditions in Article III, the
Termination Date then in effect shall be extended for the additional 364-day
period as described in subsection (a) of this Section 2.18, and all references
in this Agreement, and in the Notes, if any, to the "Termination Date" shall,
with respect to each Consenting Lender and each Assuming Lender for such
Extension Date, refer to the Termination Date as so extended. Promptly following
each Extension Date, the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) of the extension of the scheduled Termination
Date in effect immediately prior thereto and shall thereupon record in the
Register the relevant information with respect to each such Consenting Lender
and each such Assuming Lender.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of
Amendment and Restatement. This Amendment and Restatement shall become effective
as of December 31, 2002 on the first date (the "Restatement Date") on which the
following conditions have been satisfied:

                  (a) The Agent shall have received counterparts of this
         Amendment and Restatement executed by the Company and the Required
         Lenders or, as to any of the Lenders, advice satisfactory to the Agent
         that such Lender has executed this Amendment and Restatement.

                  (b) The Company shall have paid all accrued fees and expenses
         of the Agent and the Lenders (including the invoiced accrued fees and
         expenses of counsel to the Agent).

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

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

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

                  (d) The Agent shall have received on or before the Restatement
         Date the following, each dated the Restatement Date, in form and
         substance satisfactory to the Agent and in sufficient copies for each
         Lender:

                           (i) Certified copies of the resolutions of the
                  Finance Committee of the Board of Directors of the Company
                  approving this Amendment and Restatement, and of all documents
                  evidencing other necessary corporate action and governmental
                  approvals, if any, with respect to this Amendment and
                  Restatement.

                           (iii) A certificate of the Secretary or an Assistant
                  Secretary of the Company certifying the names and true
                  signatures of the officers of the Company authorized to sign
                  this Amendment and Restatement and the other documents to be
                  delivered by it hereunder.

                           (iv) A favorable opinion of Nicholas J. Camera,
                  General Counsel of the Company, and of Cleary, Gottlieb, Steen
                  & Hamilton, counsel for the Company, substantially in the form
                  of Exhibits D-2 and D-1 hereto, respectively.

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

                  SECTION 3.02. Initial Advance to Each Designated Subsidiary.
The obligation of each Lender to make an initial Advance to each Designated
Subsidiary is subject to the receipt by the Agent on or before the date of such
initial Advance of each of the following, in form and substance reasonably
satisfactory to the Agent and dated such date, and (except for the Revolving
Credit Notes) in sufficient copies for each Lender:

                  (a) The Revolving Credit Notes of such Designated Subsidiary
         to the order of the Lenders to the extent requested by any Lender
         pursuant to Section 2.16.

                  (b) Certified copies of the resolutions of the Board of
         Directors of such Designated Subsidiary (with a certified English
         translation if the original thereof is not in English) approving this
         Agreement and the Notes to be delivered by it, and of all documents
         evidencing other necessary corporate action and governmental approvals,
         if any, with respect to this Agreement.

                  (c) A certificate of a proper officer of such Designated
         Subsidiary certifying the names and true signatures of the officers of
         such Designated Subsidiary authorized to sign its Designation Agreement
         and the Notes to be delivered by it and the other documents to be
         delivered by it hereunder.

                  (d) A certificate signed by a duly authorized officer of the
         Company, certifying that such Designated Subsidiary has obtained all
         governmental and third party authorizations, consents, approvals
         (including exchange control approvals) and licenses required under
         applicable laws and regulations necessary for such Designated
         Subsidiary to execute and deliver its Designation Agreement and the
         Notes to be delivered by it and to perform its obligations hereunder
         and thereunder.

                  (e) A Designation Agreement duly executed by such Designated
         Subsidiary and the Company.

                  (f) Favorable opinions of counsel (which may be in-house
         counsel) to such Designated Subsidiary substantially in the form of
         Exhibits D-1 and D-2 hereto, respectively, and as to such other matters
         as any Lender through the Agent may request.

                  (g) Such other approvals, opinions or documents as any Lender,
         through the Agent may reasonably request.

                  SECTION 3.03. Conditions Precedent to Each Revolving Credit
Borrowing and Extension Date. The obligation of each Lender to make a Revolving
Credit Advance on the occasion of each Revolving Credit Borrowing and each
extension of Commitments pursuant to Section 2.18 shall be subject to the
conditions precedent that the Effective Date shall have occurred and on the date
of such Revolving Credit Borrowing or the applicable Extension Date the
following statements shall be true (and each of the giving of the applicable
Notice of Revolving Credit Borrowing or request for Commitment extension and the
acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing
shall constitute a representation and warranty by such Borrower that on the date
of such Borrowing or such Extension Date, as the case may be, such statements
are true):

                  (a) the representations and warranties contained in Section
         4.01 (except, in the case of Revolving Credit Borrowings, the
         representation set forth in the last sentence of subsection (e)
         thereof) and, in the case of any Revolving Credit Borrowing made to a
         Designated Subsidiary, in the Designation Agreement for such Designated
         Subsidiary, are correct on and as of such date, before and after giving
         effect to such Revolving Credit Borrowing or such Extension Date and to
         the application of the proceeds therefrom, as though made on and as of
         such date, and

                  (b) no event has occurred and is continuing, or would result
         from such Revolving Credit Borrowing or such Extension Date or from the
         application of the proceeds therefrom, that constitutes a Default.

                  SECTION 3.04. Conditions Precedent to Each Competitive Bid
Borrowing. The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such Competitive
Bid Advance as part of such Competitive Bid Borrowing is subject to the
conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal amount equal to the principal amount of the Competitive Bid Advance
to be evidenced thereby and otherwise on such terms as were agreed to for such
Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date
of such Competitive Bid Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
acceptance by the Borrower requesting such Competitive Bid Borrowing of the
proceeds of such Competitive Bid Borrowing shall constitute a representation and
warranty by such Borrower that on the date of such Competitive Bid Borrowing
such statements are true):

                  (a) the representations and warranties contained in Section
         4.01 (except the representation set forth in the last sentence of
         subsection (e) thereof) and, in the case of any Competitive Bid
         Borrowing made to a Designated Subsidiary, in the Designation Agreement
         for such Designated Subsidiary, are correct on and as of the date of
         such Competitive Bid Borrowing, before and after giving effect to such
         Competitive Bid Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date, and

                  (b) no event has occurred and is continuing, or would result
         from such Competitive Bid Borrowing or from the application of the
         proceeds therefrom, that constitutes a Default.

                  SECTION 3.05. Determinations Under Section 3.01 and 3.02. For
purposes of determining compliance with the conditions specified in Sections
3.01 and 3.02, each Lender shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the date that the Company, by notice to the Agent, designates as the proposed
Effective Date or the date of the initial Advance to the applicable Designated
Subsidiary, as the case may be, specifying its objection thereto. The Agent
shall promptly notify the Lenders of the occurrence of the Effective Date and
each date of initial Advance to a Designated Subsidiary, as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

                  (a) The Company is a corporation duly organized, incorporated,
         validly existing and in good standing under the laws of the State of
         Delaware, and has all corporate powers and all material governmental
         licenses, authorizations, consents and approvals required to carry on
         its business.

                  (b) The execution, delivery and performance by the Company of
         this Agreement and the Notes to be delivered by it, and the
         consummation of the transactions contemplated hereby, are within the
         Company's corporate powers, have been duly authorized by all necessary
         corporate action, and do not contravene, or constitute a default under,
         any provision of applicable law or regulation or of the certificate of
         incorporation of the Company or of any judgment, injunction, order,
         decree, material agreement or other instrument binding upon the Company
         or result in the creation or imposition of any Lien on any asset of the
         Company or any of its Consolidated Subsidiaries.

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

                  (d) This Agreement has been, and each of the Notes to be
         delivered by it when delivered hereunder will have been, duly executed
         and delivered by the Company. This Agreement is, and each of the Notes
         to be delivered by it when delivered hereunder will be, the legal,
         valid and binding obligation of the Company enforceable against the
         Company in accordance with their respective terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         laws affecting the rights of creditors generally and subject to general
         principles of equity.

                  (e) The restated Consolidated balance sheet of the Company and
         its Consolidated Subsidiaries as at December 31, 2001, and the related
         restated Consolidated statement of operations and cash flows of the
         Company and its Consolidated Subsidiaries for the fiscal year then
         ended, accompanied by an opinion of PricewaterhouseCoopers LLP,
         independent public accountants, copies of which have been furnished to
         each Lender, fairly present the Consolidated financial condition of the
         Company and its Consolidated Subsidiaries as at such date and the
         Consolidated results of the operations and cash flows of the Company
         and its Consolidated Subsidiaries for the period ended on such date,
         all in accordance with generally accepted accounting principles
         consistently applied. Since the restated Consolidated balance sheet of
         the Company and its Consolidated Subsidiaries as at December 31, 2001,
         and except (x) as disclosed in the Company's reports filed with the SEC
         since such date and prior to the Restatement Date and (y) for the
         impairment of the assets of the Company's Subsidiaries Brands Hatch
         Leisure Limited, Octagon Worldwide Limited and Octagon Worldwide Inc.
         and their respective Subsidiaries, there has been no Material Adverse
         Change.

                  (f) There is no action, suit, investigation, litigation or
         proceeding pending against, or to the knowledge of the Company,
         threatened against the Company or any of its Consolidated Subsidiaries
         before any court or arbitrator or any governmental body, agency or
         official in which there is a significant probability of an adverse
         decision that (i) would have a Material Adverse Effect or (ii) purports
         to affect the legality, validity or enforceability of this Agreement or
         any Note or the consummation of the transactions contemplated hereby.

                  (g) Each of the Company and its ERISA Affiliates has fulfilled
         its obligations under the minimum funding standards of ERISA and the
         Internal Revenue Code with respect to each Plan and is in compliance in
         all material respects with the presently applicable provisions of ERISA
         and the Internal Revenue Code except when the failure to comply would
         not have a Material Adverse Effect. None of the Company or any of its
         ERISA Affiliates has incurred any unsatisfied material liability to the
         PBGC or a Plan under Title IV of ERISA other than a liability to the
         PBGC for premiums under Section 4007 of ERISA.

                  (h) The Company is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System). Following the application of the proceeds of
         each Advance, not more than 25% of the value of the property and assets
         of the Company and its Consolidated Subsidiaries taken as a whole,
         subject to the provisions of Section 5.02(a) or subject to any
         restriction contained in any agreement or instrument between the
         Company and any Lender or any Affiliate of any Lender relating to Debt
         within the scope of Section 6.01(d) will be "margin stock" (within the
         meaning of Regulation U of the Board of Governors of the Federal
         Reserve System).

                  (i) The Company is not an "investment company", or a company
         "controlled" by an "investment company", within the meaning of the
         Investment Company Act of 1940, as amended.

                  (j) The Company and its Consolidated Subsidiaries have filed
         all United States Federal income tax returns and all other material tax
         returns which are required to be filed by them and have paid all taxes
         due reported on such returns or pursuant to any assessment received by
         the Company or any Consolidated Subsidiary, to the extent that such
         assessment has become due. The charges, accruals and reserves on the
         books of the Company and its Consolidated Subsidiaries in respect of
         taxes or other governmental charges are, in the opinion of the Company,
         adequate except for those which are being contested in good faith by
         the Company.

                  (k) Each of the Company's Consolidated Subsidiaries is duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of organization, and has all powers and all material
         governmental licenses, authorizations, consents and approvals required
         to carry on its business, all to the extent material to the Company and
         its Consolidated Subsidiaries taken as a whole.


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

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

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Consolidated Subsidiaries to comply, with all applicable laws, rules,
         regulations and orders, such compliance to include, without limitation,
         compliance with ERISA and applicable environmental laws, except where
         the necessity of compliance is being contested in good faith or where
         failure to comply would not have a Material Adverse Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Consolidated Subsidiaries to pay and discharge, before the same
         shall become delinquent, (i) all taxes, assessments and governmental
         charges or levies imposed upon it or upon its property and (ii) all
         lawful claims that, if unpaid, might solely by operation of law become
         a Lien upon its property; provided, however, that neither the Company
         nor any of its Consolidated Subsidiaries shall be required to pay or
         discharge any such tax, assessment, levy, charge or claim that is being
         contested in good faith and by proper proceedings and as to which
         appropriate reserves in accordance with generally accepted accounting
         principles are being maintained, unless and until any Lien resulting
         therefrom attaches to its property and becomes enforceable against its
         other creditors.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Consolidated Subsidiaries to maintain, all to the extent material to
         the Company and its Consolidated Subsidiaries taken as a whole, with
         responsible and reputable insurance companies or associations, physical
         damage insurance on all real and personal property on an all risks
         basis, covering the repair and replacement cost of all such property
         and consequential loss coverage for business interruption and extra
         expense, public liability insurance in an amount not less than
         $25,000,000 and such other insurance covering such other risks as is
         customarily carried by companies of established reputations engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Company or such Consolidated Subsidiary operates;
         provided, however, that the Company and its Consolidated Subsidiaries
         may self-insure to the same extent as other companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Company or such Consolidated Subsidiary operates and
         to the extent consistent with prudent business practice.

                  (d) Preservation of Existence, Etc. Preserve and maintain, and
         cause each of its Consolidated Subsidiaries to preserve and maintain,
         its existence, rights (constituent document and statutory) and
         franchises necessary in the normal conduct of its business, all to the
         extent material to the Company and its Consolidated Subsidiaries taken
         as a whole; provided, however, that the Company and its Consolidated
         Subsidiaries may consummate any merger or consolidation permitted under
         Section 5.02(b) and provided further that neither the Company nor any
         of its Consolidated Subsidiaries shall be required to preserve any
         right or franchise if the Board of Directors of the Company or such
         Consolidated Subsidiary shall determine that the preservation thereof
         is no longer desirable in the normal conduct of the business of the
         Company or such Consolidated Subsidiary, as the case may be, and that
         the loss thereof is not material to the Company and its Consolidated
         Subsidiaries taken as a whole.

                  (e) Visitation Rights. At any reasonable time and from time to
         time, permit the Agent or any of the Lenders or any agents or
         representatives thereof at their own expense, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Company and any of its Consolidated
         Subsidiaries, and to discuss the affairs, finances and accounts of the
         Company and any of its Consolidated Subsidiaries with any of their
         officers and with their independent certified public accountants, all
         as often as may reasonably be necessary to ensure compliance by the
         Company with its obligations hereunder.

                  (f) Keeping of Books. Keep, and cause each of its Consolidated
         Subsidiaries to keep, proper books of record and account, in which full
         and correct entries shall be made of all financial transactions and the
         assets and business of the Company and each such Consolidated
         Subsidiary in accordance with sound business practices and applicable
         statutory requirements so as to permit the preparation of the
         Consolidated financial statements of the Company and its Consolidated
         Subsidiaries in accordance with generally accepted accounting
         principles in effect from time to time.

                  (g) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Consolidated Subsidiaries to maintain and preserve,
         all of its properties that are used and useful in the conduct of its
         business in good working order and condition, ordinary wear and tear
         excepted, except where the failure to do so would not have a Material
         Adverse Effect.

                  (h) Reporting Requirements. Furnish to the Lenders or notify
         the Lenders of the availability of:

                           (i) as soon as available and in any event within 50
                  days after the end of each of the first three quarters of each
                  fiscal year of the Company, the unaudited Consolidated balance
                  sheet of the Company and its Consolidated Subsidiaries as of
                  the end of such quarter and unaudited Consolidated statement
                  of operations and cash flows of the Company and its
                  Consolidated Subsidiaries for the period commencing at the end
                  of the previous fiscal year and ending with the end of such
                  quarter, duly certified (except for the absence of footnotes
                  and subject to year-end audit adjustments) by the chief
                  financial officer of the Company as having been prepared in
                  accordance with generally accepted accounting principles and a
                  certificate of the chief financial officer or chief accounting
                  officer of the Company, which certificate shall include a
                  statement that such officer has no knowledge, except as
                  specifically stated, of any condition, event or act which
                  constitutes a Default and setting forth in reasonable detail
                  the calculations necessary to demonstrate compliance with
                  Section 5.03 on the date of such balance sheet, provided that
                  in the event that generally accepted accounting principles
                  used in the preparation of such financial statements shall
                  differ from GAAP, the Company shall also provide, if necessary
                  for the determination of compliance with Section 5.03, a
                  statement of reconciliation conforming such financial
                  statements to GAAP;

                           (ii) as soon as available and in any event within 95
                  days after the end of each fiscal year of the Company, a copy
                  of the audited financial statements for such year for the
                  Company and its Consolidated Subsidiaries, containing the
                  Consolidated balance sheet of the Company and its Consolidated
                  Subsidiaries as of the end of such fiscal year and
                  Consolidated statement of operations and cash flows of the
                  Company and its Consolidated Subsidiaries for such fiscal
                  year, in each case accompanied by the report thereon of
                  PricewaterhouseCoopers LLP or other independent public
                  accountants of nationally recognized standing, together with a
                  certificate of the chief financial officer or chief accounting
                  officer of the Company, which certificate shall include a
                  statement that such officer has no knowledge, except as
                  specifically stated, of any condition, event or act which
                  constitutes a Default and setting forth in reasonable detail
                  the calculations necessary to demonstrate compliance with
                  Section 5.03 on the date of such financial statements,
                  provided that in the event that generally accepted accounting
                  principles used in the preparation of such financial
                  statements shall differ from GAAP, the Company shall also
                  provide, if necessary for the determination of compliance with
                  Section 5.03, a statement of reconciliation conforming such
                  financial statements to GAAP;

                           (iii) as soon as possible and in any event within ten
                  days after the chief executive officer, chief operation
                  officer, principal financial officer or principal accounting
                  officer of the Company knows or has reason to know of the
                  occurrence of each Default continuing on the date of such
                  statement, a statement of such officer of the Company setting
                  forth details of such Default and the action that the Company
                  has taken and proposes to take with respect thereto;

                           (iv) promptly after the sending or filing thereof,
                  copies of all quarterly and annual reports and proxy
                  solicitations that the Company sends to any of its
                  securityholders, and copies of all reports on form 8-K and
                  registration statements for the public offering of securities
                  (other than pursuant to employee Plans) that the Company or
                  any Consolidated Subsidiary files with the Securities and
                  Exchange Commission;

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

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

         The financial statements required to be delivered pursuant to clauses
         (i) and (ii) and the reports required to be delivered pursuant to
         clause (iv) of this Section 5.01(h) shall be deemed to have been
         delivered on the date on which the Company notifies the Agent, in the
         case of clauses (i) and (ii), that the reports on Form 10-K and Form
         10-Q, respectively, containing such financial statements and, in the
         case of clause (iv), that such reports have been posted on the SEC's
         website at www.sec.gov; provided that the Company shall deliver paper
         copies of the reports (without the exhibits thereto) referred to in
         clauses (i), (ii) and (iv) of this Section 5.01(h) to the Agent or any
         Lender who requests the Company to deliver such paper copies until
         written notice to cease delivering paper copies is given by the Agent
         or such Lender and provided, further, that in every instance the
         Company shall provide paper copies of the certificates required to be
         delivered in accordance with this Section 5.01(h) until such time as
         the Agent shall provide the Company notice otherwise.

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

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

                           (i) Liens existing on the date hereof;

                           (ii) any Lien existing on any asset of any
                  corporation at the time such corporation becomes a
                  Consolidated Subsidiary and not created in contemplation of
                  such event;

                           (iii) any Lien on any asset securing Debt incurred or
                  assumed for the purpose of financing all or any part of the
                  cost of acquiring such asset, provided that such Lien attaches
                  to such asset concurrently with or within 90 days after the
                  acquisition thereof;

                           (iv) any Lien on any asset of any corporation
                  existing at the time such corporation is merged into or
                  consolidated with the Company or a Consolidated Subsidiary and
                  not created in contemplation of such event;

                           (v) any Lien existing on any asset prior to the
                  acquisition thereof by the Company or a Consolidated
                  Subsidiary and not created in contemplation of such
                  acquisition;

                           (vi) any Lien created in connection with capitalized
                  lease obligations, but only to the extent that such Lien
                  encumbers property financed by such capital lease obligation
                  and the principal component of such capitalized lease
                  obligation is not increased;

                           (vii) Liens arising in the ordinary course of its
                  business which (A) do not secure Debt and (B) do not in the
                  aggregate materially impair the operation of the business of
                  the Company and its Consolidated Subsidiaries, taken as a
                  whole;

                           (viii) any Lien arising out of the refinancing,
                  extension, renewal or refunding of any Debt secured by any
                  Lien permitted by any of the foregoing clauses of this
                  Section, provided that such Debt is not increased and is not
                  secured by any additional assets;

                           (ix) Liens securing taxes, assessments, fees or other
                  governmental charges or levies, Liens securing the claims of
                  materialmen, mechanics, carriers, landlords, warehousemen and
                  similar Persons, Liens incurred in the ordinary course of
                  business in connection with workmen's compensation,
                  unemployment insurance and other similar laws, Liens to secure
                  surety, appeal and performance bonds and other similar
                  obligations not incurred in connection with the borrowing of
                  money, and attachment, judgment and other similar Liens
                  arising in connection with court proceedings so long as the
                  enforcement of such Liens is effectively stayed and the claims
                  secured thereby are being contested in good faith by
                  appropriate proceedings;

                           (x) Liens not otherwise permitted by the foregoing
                  clauses of this Section securing Debt in an aggregate
                  principal amount at any time outstanding not to exceed 10% of
                  the Consolidated net worth of the Company and its Consolidated
                  Subsidiaries;

                           (xi) any Liens on property arising in connection with
                  a securities repurchase transaction;

                           (xii) any contractual right of set-off or any
                  contractual right to charge or contractual security interest
                  in or Lien on the accounts of the Company or any of its
                  Consolidated Subsidiaries to effect the payment of amounts to
                  such depositary institution whether or not due and payable in
                  respect of any Debt or financing arrangement and any other
                  Lien arising solely by virtue of any statutory or common law
                  provision relating to banker's liens, rights of set-off or
                  similar rights; and

                           (xiii) Liens arising in the ordinary course of
                  banking transactions and securing Debt in an aggregate amount
                  of not more than $15,000,000 that matures not more than one
                  year after the date on which it is originally incurred.

                  (b) Mergers, Etc. (i) Merge or consolidate with or into any
         Person (other than a Consolidated Subsidiary of the Company) except
         that the Company may agree to merge or consolidate any Consolidated
         Subsidiary with any Person in connection with an acquisition of such
         Person, (ii) sell, lease or otherwise transfer (whether in one
         transaction or a series of transactions) all or substantially all of
         the Company's business or assets (whether now owned or hereafter
         acquired) to any Person (other than a Consolidated Subsidiary of the
         Company) or (iii) except for the sale of NFO Worldwide, Inc., Brands
         Hatch Leisure Limited, Octagon Worldwide Limited and Octagon Worldwide
         Inc. and their respective Subsidiaries or their assets, permit any
         Consolidated Subsidiary to merge or consolidate with or into or
         transfer (whether in one transaction or a series of transactions) all
         or any substantial part of its assets (whether now owned or hereafter
         acquired) to any Person except (x) the Company or another Consolidated
         Subsidiary of the Company or to any other Person if the Board of
         Directors of the Company (or the finance committee or an officer of the
         Company duly authorized for such purpose) determines in good faith that
         the Consolidated Subsidiary or the assets of such Consolidated
         Subsidiary, as the case may be, are not material to the Company and its
         Consolidated Subsidiaries taken as a whole, and (y) any Consolidated
         Subsidiary may merge with or consolidate into any Person in connection
         with an acquisition of such Person, provided, in each case, that no
         Default shall have occurred and be continuing at the time of such
         proposed transaction or would result therefrom.

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

                  (d) Change in Nature of Business. Engage, or permit any
         Consolidated Subsidiary to engage, predominantly in any business other
         than business of the same general type as conducted on the date hereof
         by the Company and its Consolidated Subsidiaries.

                  (e) Amendments, etc. of Other Agreements. Amend, modify or
         change in any manner any of the Company's five Note Purchase Agreements
         with The Prudential Insurance Company of America or any other long-term
         Debt of the Company, in each case (i) to amend any of the covenants
         therein in a manner that results in covenants more restrictive than
         those contained in such agreements or instruments as of December 31,
         2002 (unless the same covenants in this Agreement, if any, are
         similarly amended), (ii) until the Public Debt Ratings are at least BBB
         from S&P and Baa2 from Moody's (and, if such ratings are BBB and Baa2,
         respectively, they are not the subject of a credit watch with negative
         outlook), include any new covenant therein that is not contained in
         such agreements or instruments as of December 31, 2002 (unless the same
         new covenant is included in this Agreement with terms no more
         restrictive than those of such new covenant in any such agreement or
         instrument) or (iii) until the Super Proceeds Target and the
         Zero-Coupon Notes Target are met, to shorten the maturity or
         amortization thereof, provided that the Company shall in no event
         shorten the maturity or amortization thereof to a date prior to July
         31, 2005, or prepay with cash or Debt any amounts under the foregoing
         (other than in connection with a refinancing thereof with Debt having a
         maturity no sooner than the maturity of such refinanced Debt); it being
         understood that the Company shall be permitted to make any such
         prepayment with capital stock of the Company.

                  (f) Acquisitions. Except as set forth on Schedule 5.02(f) and
         except for required payments, or optional payments made in lieu of
         required payments when in the best interest of the Company (as
         determined in good faith by the appropriate officers of the Company),
         pursuant to agreements relating to such purchases and acquisitions
         entered into prior to January 31, 2003, purchase or otherwise acquire
         all or substantially all of the assets, or a business unit or division,
         of any Person except to the extent that (i) the consideration of such
         purchase or acquisition consists solely of capital stock of the Company
         or (ii) the cash consideration of all such purchases and acquisitions
         shall not exceed (A) $15,000,000 in the aggregate for any calendar year
         or (B) if the Proceeds Target is met, $25,000,000 in the aggregate for
         any calendar year or (C) if the Super Proceeds Target and the
         Zero-Coupon Notes Target are met, $100,000,000 in the aggregate for any
         calendar year; provided that, if for any calendar year, the cash amount
         permitted above for such calendar year exceeds the aggregate cash
         consideration of such purchases and acquisitions for such calendar
         year, the Company and its Subsidiaries shall be permitted to make cash
         payments in respect of purchases and acquisitions in the immediately
         succeeding calendar year, in addition to the cash amounts permitted
         above for such succeeding calendar year, equal to the amount of such
         excess.
                  (g) Restricted Payments. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any
         shares of its common stock now or hereafter outstanding, return any
         capital to its stockholders as such, or make any distribution of
         assets, equity interests, obligations or securities to its stockholders
         as such (any of the foregoing, a "Restricted Payment"), except that, so
         long as no Default shall have occurred and be continuing at the time of
         any action described in clause (i), (ii), (iii), (iv) or (v) below or
         would result therefrom, the Company may (i) declare and pay dividends
         and distributions payable only in common stock of the Company, (ii)
         purchase, redeem, retire, defease or otherwise acquire shares of its
         capital stock (A) with the proceeds received contemporaneously from the
         issue of new shares of its capital stock with equal or inferior voting
         powers, designations, preferences and rights or (B) in connection with
         the exercise of options by the employees of the Company or its
         Subsidiaries, (iii) issue preferred stock (or the right to purchase
         preferred stock) of the Company in connection with a stockholders'
         rights plan, (iv) make Restricted Payments in an aggregate amount from
         and after the date the Proceeds Target is met of not more than
         $25,000,000 in any calendar year and (v) from and after the date the
         Super Proceeds Target and the Zero-Coupon Notes Target are met and
         EBITDA for the four fiscal quarters most recently ended is at least (A)
         $1,000,000,000, make Restricted Payments in an aggregate amount of not
         more than $100,000,000 in any calendar year, (B) $1,200,000,000, make
         Restricted Payments in an aggregate amount of not more than
         $150,000,000 in any calendar year or (C) $1,300,000,000, make any
         Restricted Payments without limitation.

                  (h) Capital Expenditures. Make, or permit any of its
         Consolidated Subsidiaries to make, any Capital Expenditures that would
         cause the aggregate of all such Capital Expenditures made by the
         Company and its Consolidated Subsidiaries to exceed $175,000,000 in any
         calendar year; provided that, if for any calendar year, the amount
         permitted above for such calendar year exceeds the Capital Expenditures
         made in such year, the Company and its Consolidated Subsidiaries shall
         be entitled to make Capital Expenditures in the immediately succeeding
         calendar year in an amount equal to the sum of (i) $175,000,000 and
         (ii) the lesser of (A) such excess and (B) $40,000,000. For purposes of
         this subsection, "Capital Expenditures" means, for any period, the sum
         of, without duplication, (x) all expenditures made, directly or
         indirectly, during such period for equipment, fixed assets, real
         property or improvements, or for replacements or substitutions therefor
         or additions thereto, that have been or should be, in accordance with
         GAAP, reflected as additions to property, plant or equipment on a
         Consolidated balance sheet of a Person or have a useful life of more
         than one year plus (y) the aggregate principal amount of all Debt
         (including obligations under capitalized leases) assumed or incurred in
         connection with any such expenditures.

                  (i) Subsidiary Debt. Permit any of its Consolidated
         Subsidiaries to create or suffer to exist, any Debt other than (without
         duplication):

                           (i) Debt owed to the Company or to a Consolidated
                  Subsidiary of the Company,

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

                           (iii) Debt secured by Liens permitted by Section
                  5.02(a),

                           (iv) unsecured Debt incurred in the ordinary course
                  of business of the Company's Consolidated Subsidiaries
                  organized outside the United States,

                           (v) book overdraft amounts outstanding at any time,
                  and

                           (vi) unsecured Debt incurred in the ordinary course
                  of business of the Company's Consolidated Subsidiaries
                  organized in the United States in an aggregate amount at any
                  time outstanding of not more than $25,000,000;

         provided, that the foregoing limitations shall not be effective as to
         any such Subsidiary that has entered into a guaranty for the benefit of
         the Lenders of all payment obligations of the Company under this
         Agreement.

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

                  (a) Interest Coverage Ratio. Maintain, as of the end of each
         fiscal quarter, a ratio of Consolidated EBITDA of the Company and its
         Consolidated Subsidiaries for the four fiscal quarters then ended to
         Interest Expense during such period by the Company and its Consolidated
         Subsidiaries of not less than 3.5 to 1.

                  (b) Debt to EBITDA Ratio. Maintain, as of the end of each
         fiscal quarter referenced below, a ratio of Debt for Borrowed Money to
         Consolidated EBITDA of the Company and its Consolidated Subsidiaries
         for the four quarters then ended of not greater than the ratio set
         forth opposite such fiscal quarter below:


                    Fiscal Quarter Ending                              Ratio
                    ---------------------                              -----

          December 31, 2002 through June 30, 2003                    3.75 to 1
          September 30, 2003 through March 31, 2004                  3.50 to 1
          June 30, 2004 and thereafter                               3.25 to 1


                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

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

                  (b) Any representation or warranty made by the Company or any
         Designated Subsidiary (or any of its officers) in any certificate,
         financial statement or other document delivered pursuant to this
         Agreement shall prove to have been incorrect in any material respect
         when made; or

                  (c) (i) The Company shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(e) or (h), 5.02 (other
         than subsection (c) thereof) or 5.03; (ii) the Company or any other
         Borrower shall fail to perform or observe any term, covenant or
         agreement contained in Section 5.01(d) if such failure shall remain
         unremedied for 10 days after written notice thereof shall have been
         given to the Company by the Agent or any Lender; or (iii) the Company
         or any other Borrower shall fail to perform or observe any other term,
         covenant or agreement contained in this Agreement on its part to be
         performed or observed if such failure shall remain unremedied for 30
         days after written notice thereof shall have been given to the Company
         by the Agent or any Lender; or

                  (d) The Company or any of its Consolidated Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt (but
         excluding Debt outstanding hereunder and Debt owed solely to the
         Company or to a Consolidated Subsidiary) of the Company or such
         Consolidated Subsidiary (as the case may be), when the same becomes due
         and payable (whether by scheduled maturity, required prepayment,
         acceleration, demand or otherwise), and such failure shall continue
         after the applicable grace period, if any, specified in the agreement
         or instrument creating or evidencing such Debt; or the Company or any
         of its Consolidated Subsidiaries shall fail to perform or observe any
         covenant or agreement to be performed or observed by it in any
         agreement or instrument creating or evidencing any such Debt and such
         failure shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such
         failure is to accelerate, or to permit the acceleration of, the
         maturity of such Debt; or any other event shall occur or condition
         shall exist under any agreement or instrument creating or evidencing
         any such Debt and shall continue after the applicable grace period, if
         any, specified in such agreement or instrument (and remain uncured
         three Business Days after the chief financial officer, chief operation
         officer, principal financial officer or principal accounting officer of
         the Company becomes aware or should have become aware of such event or
         condition), if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt; or any
         such Debt shall be declared to be due and payable, or required to be
         prepaid or redeemed (other than by a regularly scheduled required
         prepayment or redemption), purchased or defeased, or an offer to
         prepay, redeem, purchase or defease such Debt shall be required to be
         made, in each case prior to the stated maturity thereof; provided that
         the aggregate principal amount (or, in the case of any payment default,
         failure or other event in respect of a Hedge Agreement, the net amount
         due and payable under such Hedge Agreement as of the date of such
         payment default, failure or event) of all Debt as to which any such
         payment defaults (whether or not at stated maturity thereof), failures
         or other events shall have occurred and be continuing exceeds
         $10,000,000, provided, further, that if any of the actions or events
         set forth above in this subsection (d) shall be taken in respect of, or
         occur with respect to, a Consolidated Subsidiary, such action or event
         shall not be the basis for or give rise to an Event of Default under
         this subsection (d) until five Business Days after the chief executive
         officer, chief operation officer, principal financial officer or
         principle accounting officer of the Company knows or has reason to know
         of the occurrence of such action or event if (x) the assets or revenues
         of such Consolidated Subsidiary and its Consolidated Subsidiaries,
         taken as a whole, comprise 5% or less of the assets or revenues,
         respectively, of the Company and its Consolidated Subsidiaries, taken
         as a whole, and (y) the aggregate assets and revenues of all
         Consolidated Subsidiaries otherwise subject to such actions or events
         set forth above do not comprise more than 15% of the assets or
         revenues, respectively, of the Company and its Consolidated
         Subsidiaries taken as a whole; or

                  (e) The Company or any of its Consolidated Subsidiaries shall
         generally not pay its debts as such debts become due, or shall admit in
         writing its inability to pay its debts generally, or shall make a
         general assignment for the benefit of creditors; or any proceeding
         shall be instituted by or against the Company or any of its
         Consolidated Subsidiaries seeking to adjudicate it a bankrupt or
         insolvent, or seeking liquidation, winding up, reorganization,
         arrangement, adjustment, protection, relief, or composition of it or
         its debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors, or seeking the entry of an order
         for relief or the appointment of a receiver, trustee, custodian or
         other similar official for it or for any substantial part of its
         property and, in the case of any such proceeding instituted against it
         (but not instituted by it), either such proceeding shall remain
         undismissed or unstayed for a period of 60 days, or any of the actions
         sought in such proceeding (including, without limitation, the entry of
         an order for relief against, or the appointment of a receiver, trustee,
         custodian or other similar official for, it or for any substantial part
         of its property) shall occur; or the Company or any of its Consolidated
         Subsidiaries shall take any corporate action to authorize any of the
         actions set forth above in this subsection (e); provided, that if any
         of the actions or events set forth above in this subsection (e) shall
         be taken in respect of, or occur with respect to, a Consolidated
         Subsidiary, such action or event shall not be the basis for or give
         rise to an Event of Default under this subsection (e) if (x) the assets
         or revenues of such Consolidated Subsidiary and its Consolidated
         Subsidiaries, taken as a whole, comprise 5% or less of the assets or
         revenues, respectively, of the Company and its Consolidated
         Subsidiaries, taken as a whole, and (y) the aggregate assets and
         revenues of all Consolidated Subsidiaries otherwise subject to such
         actions or events set forth above do not comprise more than 15% of the
         assets or revenues, respectively, of the Company and its Consolidated
         Subsidiaries taken as a whole; or

                  (f) Judgments or orders for the payment of money in excess of
         $10,000,000 in the aggregate shall be rendered against the Company or
         any of its Consolidated Subsidiaries and either (i) enforcement
         proceedings shall have been commenced by any creditor upon such
         judgment or order or (ii) there shall be any period of 60 consecutive
         days during which a stay of enforcement of such judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect; or

                  (g) (i) Any Person or two or more Persons acting in concert
         (other than the Company or a Consolidated Subsidiary) shall have
         acquired beneficial ownership (within the meaning of Rule 13d-3 of the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934), directly or indirectly, of Voting Stock of the Company (or other
         securities convertible into such Voting Stock) representing 30% or more
         of the combined voting power of all Voting Stock of the Company; or
         (ii) during any period of up to 24 consecutive months, commencing after
         the date of this Agreement, individuals who at the beginning of such
         period were directors of the Company shall cease for any reason to
         constitute a majority of the board of directors of the Company unless
         the election or nomination for election by the Company's stockholders
         of each new director was approved by the vote of at least two-thirds of
         the directors then still in office who were directors at the beginning
         of such period; or

                  (h) The Company or any of its ERISA Affiliates shall incur
         liability, or in the case of clause (i) below, shall be reasonably
         likely to incur liability, in excess of $10,000,000 in the aggregate as
         a result of one or more of the following: (i) the occurrence of any
         ERISA Event; (ii) the partial or complete withdrawal of the Company or
         any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the
         reorganization or termination of a Multiemployer Plan; or

                  (i) so long as any Consolidated Subsidiary of the Company is a
         Designated Subsidiary, any provision of Article VII shall for any
         reason cease to be valid and binding on or enforceable against the
         Company, or the Company shall so state in writing;

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

                                   ARTICLE VII

                                    GUARANTY

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

                  SECTION 7.02. Guaranty Absolute. The Company guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the Notes, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Lender with respect thereto. The obligations of the Company under
or in respect of this Article VII are independent of the Guaranteed Obligations
or any other obligations of any other Borrower under or in respect of this
Agreement and the Notes, and a separate action or actions may be brought and
prosecuted against the Company to enforce this Article VII, irrespective of
whether any action is brought against any Borrower or whether any Borrower is
joined in any such action or actions. The liability of the Company under this
Article VII shall be irrevocable, absolute and unconditional irrespective of,
and the Company hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:

                  (a) any lack of validity or enforceability of this Agreement
         (other than this Article VII), the Notes or any agreement or instrument
         relating thereto;

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 7.04. Subrogation. The Company hereby unconditionally
and irrevocably agrees not to exercise any rights that it may now have or
hereafter acquire against any Borrower or any other insider guarantor that arise
from the existence, payment, performance or enforcement of the Company's
Obligations under or in respect of this Article VII, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of any
Lender or the Agent against any Borrower or any other insider guarantor or any
collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Article VII shall have been paid in full in cash and the Commitments shall have
expired or been terminated. If any amount shall be paid to the Company in
violation of the immediately preceding sentence at any time prior to the later
of (a) the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Article VII and (b) the Termination Date, such amount
shall be received and held in trust for the benefit of the Lenders and the
Agent, shall be segregated from other property and funds of the Company and
shall forthwith be paid or delivered to the Agent in the same form as so
received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Article VII, whether matured or unmatured, in accordance with the terms of this
Agreement, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this Article VII thereafter arising. If (i) the Company
shall make payment to any Lender or the Agent of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this Article VII shall have been paid in full in cash and
(iii) the Termination Date shall have occurred, the Lenders and the Agent will,
at the Company's request and expense, execute and deliver to the Company
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Company of an interest
in the Guaranteed Obligations resulting from such payment made by the Company
pursuant to this Article VII.

                  SECTION 7.05. Continuing Guaranty; Assignments. The guaranty
under this Article VII is a continuing guaranty and shall (a) remain in full
force and effect until the later of (i) the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Article VII and
(ii) the Termination Date, (b) be binding upon the Company, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Lenders and
the Agent and their successors, transferees and assigns. Without limiting the
generality of clause (c) of the immediately preceding sentence, any Lender may
assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its
Commitments, the Advances owing to it and the Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise, in each
case as and to the extent provided in Section 9.07. The Company shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.


                                  ARTICLE VIII

                                    THE AGENT

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

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

                  SECTION 8.03. Citibank and Affiliates. With respect to its
Commitment, the Advances made by it and the Notes issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the Company,
any of its Subsidiaries and any Person who may do business with or own
securities of the Company or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.

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

                  SECTION 8.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Company), ratably according to
the respective principal amounts of the Revolving Credit Advances then owed to
each of them (or if no Revolving Credit Advances are at the time outstanding,
ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the
Agent in any way relating to or arising out of this Agreement or any action
taken or omitted by the Agent under this Agreement (collectively, the
"Indemnified Costs"), provided that no Lender shall be liable for any portion of
the Indemnified Costs resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including reasonable counsel fees) incurred by the Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that the Agent is not reimbursed for such expenses
by the Company. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Costs, this Section 8.05 applies whether any such
investigation, litigation or proceeding is brought by the Agent, any Lender or a
third party.

                  SECTION 8.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Company and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

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

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


                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Company or any other Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified in
Section 3.01 or Section 3.02, (b) except as provided in Section 2.18(c),
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations, (c) reduce the principal of, or interest on, the Revolving Credit
Advances or any fees or other amounts payable hereunder, (d) except as provided
in Section 2.18(b), postpone any date fixed for any payment of principal of, or
interest on, the Revolving Credit Advances or any fees or other amounts payable
hereunder, (e) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Revolving Credit Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder, (f) reduce or limit the obligations of the Company under
Section 7.01 or release or otherwise limit the Company's liability with respect
to its obligations under Article VII or (g) amend the definition of "Required
Lenders" or this Section 9.01; and provided further that (x) no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Lenders required above to take such action, affect the rights or duties
of the Agent under this Agreement or any Note and (y) no amendment, waiver or
consent of Section 9.07(f) shall, unless in writing and signed by each Lender
that has granted a funding option to an SPC in addition to the Lenders required
above to take such action, affect the rights or duties of such Lender or SPC
under this Agreement or any Note.

                  SECTION 9.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier
or telegraphic communication) and mailed, telecopied, telegraphed or delivered,
if to the Company or any other Borrower, to (or in care of) the Company, at its
address at 1271 Avenue of the Americas, New York, New York 10020, Attention:
Vice President and Treasurer (with a copy at the same address to the Senior Vice
President and General Counsel); if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other
Lender, at its Domestic Lending Office specified in the Assumption Agreement or
the Assignment and Acceptance pursuant to which it became a Lender; and if to
the Agent, at its address at Two Penns Way, New Castle, Delaware 19720,
Attention: Bank Loan Syndications Department; or, as to the Company or the
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Company and the
Agent. All such notices and communications shall, when mailed, telecopied or
telegraphed, be effective when deposited in the mails, telecopied or delivered
to the telegraph company, respectively, except that notices and communications
to the Agent pursuant to Article II, III or VII shall not be effective until
received by the Agent. Delivery by telecopier of an executed counterpart of any
amendment or waiver of any provision of this Agreement or the Notes or of any
Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.

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

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

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

                  (c) If any payment of principal of, or Conversion of, any
Eurocurrency Rate Advance or LIBO Rate Advance is made by any Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e), 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender
other than on the last day of the Interest Period for such Advance upon an
assignment of rights and obligations under this Agreement pursuant to Section
9.07 as a result of a demand by the Company pursuant to Section 9.07(a), such
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it may
reasonably incur as a result of such payment or Conversion, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Advance.

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

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

                  SECTION 9.06. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the Company, the Agent and each Lender and
their respective successors and assigns, except that neither the Company nor any
other Borrower shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.

                  SECTION 9.07. Assignments and Participations. (a) Each Lender
may and, if demanded by the Company (following a demand by such Lender pursuant
to Section 2.11 or 2.14) upon at least 5 Business Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement (other than any right to make
Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive
Bid Notes), (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Company pursuant to this Section 9.07(a) shall be arranged by
the Company after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Company pursuant to this Section 9.07(a) unless and
until such Lender shall have received one or more payments from either the
Company or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, and (vi) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Revolving Credit Note subject to
such assignment and a processing and recordation fee of $3,500 payable by the
parties to each such assignment, provided, however, that in the case of each
assignment made as a result of a demand by the Company, such recordation fee
shall be payable by the Company except that no such recordation fee shall be
payable in the case of an assignment made at the request of the Company to an
Eligible Assignee that is an existing Lender, and (vii) any Lender may, without
the approval of the Company or the Agent, assign all or a portion of its rights
to any of its Affiliates or to another Lender unless on the date of such
assignment the assignee would be entitled to make a demand pursuant to Section
2.11 or 2.14, in which case such assignment shall be permitted only if the
assignee shall waive in a manner satisfactory to the Company in form and
substance its rights to make such a demand. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights (other than its rights
under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to
an event arising prior such assignment) and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto).

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

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

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

                  (e) Each Lender may sell participations to one or more banks
or other entities (other than the Company or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to it
and any Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
to the Company hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Company, the other Borrowers, the Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any rights as a
Lender hereunder, including, without limitation, any right to make any demand
under Section 2.11 or 2.14 or right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the
Company or any other Borrower therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder or reduce or limit the obligations of the Company under Section 7.01
or release or otherwise limit the Company's liability with respect to its
obligations under Article VII or amend this Section 9.07(e) in any manner
adverse to such participant, in each case to the extent subject to such
participation.

                  (f) Each Lender may grant to a special purpose funding vehicle
(an "SPC") the option to fund all or any part of any Advance that such Lender is
obligated to fund under this Agreement (and upon the exercise by such SPC of
such option to fund, such Lender's obligations with respect to such Advance
shall be deemed satisfied to the extent of any amounts funded by such SPC);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Company hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) each Borrower, the
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, (iv) any such option granted to an SPC shall not constitute a
commitment by such SPC to fund any Advance, (v) neither the grant nor the
exercise of such option to an SPC shall increase the costs or expenses or
otherwise increase or change the obligations of any Borrower under this
Agreement (including, without limitation, its obligations under Section 2.14)
and (vi) no SPC shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by any
Borrower therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such grant of
funding option, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such grant of funding option. Each party to this
Agreement hereby agrees that no SPC shall be liable for any indemnity or payment
under this Agreement for which a Lender would otherwise be liable. In
furtherance of the foregoing, each party hereto hereby agrees (which agreements
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof.

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

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

                  SECTION 9.08. Confidentiality. (a) The Borrowers, the Lenders
and the Agent hereby agree that each of the Borrowers, the Lenders and the Agent
(and each of their respective, and their respective Affiliates', employees,
officers, directors, agents and advisors) is, and has been from the commencement
of discussions with respect to the facility established by this Agreement (the
"Facility"), permitted to disclose to any and all Persons, without limitation of
any kind, the structure and tax aspects (as such terms are used in Internal
Revenue Code Sections 6011, 6111 and 6112 and the regulations promulgated
thereunder) of the Facility, and all materials of any kind (including opinions
or other tax analyses) that are or have been provided to the Borrowers, such
Lender or the Agent related to such structure and tax aspects. In this regard,
each of the Borrowers, the Lenders and the Agent acknowledges and agrees that
its disclosure of the structure or tax aspects of the Facility is not limited in
any way by an express or implied understanding or agreement, oral or written
(whether or not such understanding or agreement is legally binding).
Furthermore, each of the Borrowers, the Lenders and the Agent acknowledges and
agrees that it does not know or have reason to know that its use or disclosure
of information relating to the structure or tax aspects of the Facility is
limited in any other manner (such as where the Facility is claimed to be
proprietary or exclusive) for the benefit of any other Person. To the extent
that disclosure of the structure or tax aspects of the Facility by the
Borrowers, the Agent or the Lenders is limited by any existing agreement between
the Borrower and the Agent or the Lenders, such limitation is agreed to be void
ab initio and such agreement is hereby amended to permit disclosure of the
structure and tax aspects of the Facility as provided in this paragraph (a).

                  (b) Subject to paragraph (a) of this Section 9.08, neither the
Agent nor any Lender may disclose to any Person any confidential, proprietary or
non-public information of the Company furnished to the Agent or the Lenders by
the Company (such information being referred to collectively herein as the
"Borrower Information"), except that each of the Agent and each of the Lenders
may disclose Borrower Information (i) to its and its Affiliates' employees,
officers, directors, agents and advisors who need to know the Borrower
Information in connection with this Agreement (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Borrower Information and instructed to keep such Borrower
Information confidential on substantially the same terms as provided herein),
(ii) to the extent requested by any applicable regulatory authority, (iii) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) to the
extent necessary in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (vi) subject to an agreement for the benefit of the Company
containing provisions substantially the same as those of this Section 9.08, to
any assignee, participant, SPC, or prospective assignee, participant or SPC,
(vii) to the extent such Borrower Information (A) is or becomes generally
available to the public on a non-confidential basis other than as a result of a
breach of this Section 9.08 by the Agent or such Lender, or (B) is or becomes
available to the Agent or such Lender on a nonconfidential basis from a source
other than the Company that, to the knowledge of the Agent or such Lender, is
not in violation of any confidentiality agreement with the Company and (viii)
with the consent of the Company.

                  SECTION 9.09. Designated Subsidiaries. (a) Designation. The
Company may at any time, and from time to time, by delivery to the Agent of a
Designation Agreement duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto, designate such Subsidiary as
a "Designated Subsidiary" for purposes of this Agreement and such Subsidiary
shall thereupon become a "Designated Subsidiary" for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower
hereunder. The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

                  (b) Termination. Upon the payment and performance in full of
all of the indebtedness, liabilities and obligations under this Agreement of any
Designated Subsidiary then, so long as at the time no Notice of Revolving Credit
Borrowing or Notice of Competitive Bid Borrowing in respect of such Designated
Subsidiary is outstanding, such Subsidiary's status as a "Designated Subsidiary"
shall terminate upon notice to such effect from the Agent to the Lenders (which
notice the Agent shall give promptly, and only upon its receipt of a request
therefor from the Company). Thereafter, the Lenders shall be under no further
obligation to make any Advance hereunder to such Designated Subsidiary.

                  SECTION 9.10. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 9.11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 9.12. Judgment. (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank's principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.

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

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

                  SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Company and each other
Borrower hereby further irrevocably consent to the service of process in any
action or proceeding in such courts by the mailing thereof by any parties hereto
by registered or certified mail, postage prepaid, to the Company at its address
specified pursuant to Section 9.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or the Notes in the courts of any jurisdiction.

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

                  SECTION 9.14. Substitution of Currency. If a change in any
Committed Currency occurs pursuant to any applicable law, rule or regulation of
any governmental, monetary or multi-national authority, this Agreement
(including, without limitation, the definitions of Eurocurrency Rate and LIBO
Rate) will be amended to the extent determined by the Agent (acting reasonably
and in consultation with the Company) to be necessary to reflect the change in
currency and to put the Lenders and the Company in the same position, so far as
possible, that they would have been in if no change in such Committed Currency
had occurred.



<PAGE>


                  SECTION 9.15. Waiver of Jury Trial. Each of the Company, each
other Borrower, the Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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


                                            THE INTERPUBLIC GROUP OF
                                            COMPANIES, INC.


                                            By /s/ Steven Berns
                                               ---------------------------------
                                                Name: Steven Berns
                                                Title: Vice President and
                                                        Treasurer

                                            CITIBANK, N.A.,
                                                as Agent

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

                              Lead Arranger
                              -------------

$75,000,000                                 CITIBANK, N.A.


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

                                 Agents
                                 ------

$50,000,000                                 HSBC BANK USA


                                            By /s/ Johan Sorensson
                                               ---------------------------------
                                                Name:  Johan Sorensson
                                                Title: First Vice President

$50,000,000                                 JPMORGAN CHASE BANK


                                            By /s/ Rebecca Vogel
                                               ---------------------------------
                                                Name:  Rebecca Vogel
                                                Title: Vice President

$50,000,000                                 LLOYDS TSB BANK PLC


                                            By /s/ Windsor R. Davies
                                               ---------------------------------
                                                Name:  Windsor R. Davies
                                                Title: Director, Corporate
                                                        Banking, USA



<PAGE>


                          Senior Managing Agent
                          ---------------------

$35,000,000                                 FLEET NATIONAL BANK


                                            By /s/ Thomas J. Levy
                                               ---------------------------------
                                                Name:  Thomas J. Levy
                                                Title: Senior Vice President

                              Lenders
                              -------

$25,000,000                                 SUNTRUST BANK


                                            By /s/ Heidi M. Khambalta
                                               ---------------------------------
                                                Name:  Heidi M. Khambalta
                                                Title: Vice President

$20,000,000                                 BANCA POPOLAIRE DI BERGAMO


                                            By /s/ Riccardo Sora
                                               ---------------------------------
                                                Name:  Riccardo Sora
                                                Title: Deputy General Manager

$20,000,000                                 THE BANK OF TOKYO-MITSUBISHI
                                            TRUST COMPANY


                                            By /s/ Jeffrey K. Stanton
                                               ---------------------------------
                                                Name:  Jeffrey K. Stanton
                                                Title: Vice President

$20,000,000                                 BARCLAYS BANK PLC


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

$15,000,000                                 BNP PARIBAS


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


                                            By /s/ Arnaud Collin du Bocage
                                               ---------------------------------
                                                Name:  Arnaud Collin du Bocage
                                                Title: Managing Director

$25,000,000                                 ING BANK


                                            By /s/ Bill James
                                               ---------------------------------
                                                Name:  Bill James
                                                Title: Managing Director

$20,000,000                                 KEYBANK NATIONAL ASSOCIATION


                                            By /s/ Lawrence A. Mack
                                               ---------------------------------
                                                Name:  Lawrence A. Mack
                                                Title: Senior Vice President

$20,000,000                                 MIZUHO CORPORATE BANK, LTD.


                                            By /s/ Raymond Ventura
                                               ---------------------------------
                                                Name:  Raymond Ventura
                                                Title: Senior Vice President

$25,000,000                                 THE NORTHERN TRUST COMPANY

                                            By /s/ Russ Rockenbach
                                               ---------------------------------
                                                Name:  Russ Rockenbach
                                                Title: Vice President

$15,000,000                                 ROYAL BANK OF CANADA

                                            By /s/ Chris Abe
                                               ---------------------------------
                                                Name:  Chris Abe
                                                Title: Manager

$20,000,000                                 WACHOVIA BANK, NATIONAL ASSOCIATION


                                            By /s/ Anne L. Sayles
                                               ---------------------------------
                                                Name:  Anne L. Sayles
                                                Title: Director

$15,000,000                                 WESTPAC BANKING CORPORATION


                                            By_____________________________
                                                Name:
                                                Title:


$500,000,000      Total of the Commitments



<PAGE>

<TABLE>
<CAPTION>

                                                                                                     SCHEDULE I
                                                                       THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                                                                       364-DAY CREDIT AGREEMENT
                                                                                     APPLICABLE LENDING OFFICES

-------------------------------------- ----------------------------------- ------------------------------------
Name of Initial Lender                 Domestic Lending Office             Eurocurrency Lending Office
-------------------------------------- ----------------------------------- ------------------------------------
<S>                                    <C>                                 <C>
Banca Popolare di Bergamo              Plazza VittorioVeneto, 8            Plazza VittorioVeneto, 8
                                       24122 Bergamo, Italy                24122 Bergamo, Italy
                                       Attn:  F. Nessi                     Attn:  F. Nessi
                                       T:  0039 035 392 568                T:  0039 035 392 568
                                       F:  0039 035 392 393                F:  0039 035 392 393
-------------------------------------- ----------------------------------- ------------------------------------
The  Bank of Tokyo  Mitsubishi  Trust  1251 Avenue of the Americas         1251 Avenue of the Americas
Company                                New York, NY  10020                 New York, NY  10020
                                       Attn:  Jeffrey Millar               Attn:  Jeffrey Millar
                                       T:  212 782-4358                    T:  212 782-4358
                                       F:  212 782-6445                    F:  212 782-6445
-------------------------------------- ----------------------------------- ------------------------------------
Barclays Bank plc                      222 Broadway                        222 Broadway
                                       New York, NY  10038                 New York, NY  10038
                                       Attn:  Christina Challenger-Batiz   Attn:  Christina Challenger-Batiz
                                       T:  212 412-3701                    T:  212 412-3701
                                       F:  212 412-5306                    F:  212 412-5306
-------------------------------------- ----------------------------------- ------------------------------------
BNP Paribas                            787 Seventh Avenue                  787 Seventh Avenue
                                       New York, NY  10019                 New York, NY  10019
                                       Attn:  Jacqueline Douyon            Attn:  Jacqueline Douyon
                                       T:  212 841-2166                    T:  212 841-2166
                                       F:  212 841-3049                    F:  212 841-3049
-------------------------------------- ----------------------------------- ------------------------------------
Citibank, N.A.                         Two Penns Way, Suite 200            Two Penns Way, Suite 200
                                       New Castle, DE  19720               New Castle, DE  19720
                                       Attn:  May Wong                     Attn:  May Wong
                                       T:  302 894-6015                    T:  302 894-6015
                                       F:  302 894-6120                    F:  302 894-6120
-------------------------------------- ----------------------------------- ------------------------------------
Fleet National Bank                    1185 Avenue of the Americas         1185 Avenue of the Americas
                                       New York, NY  10036                 New York, NY  10036
                                       Attn:  Thomas J. Levy               Attn:  Thomas J. Levy
                                       T:  212 819-5751                    T:  212 819-5751
                                       F:  212 819-6116                    F:  212 819-6116
-------------------------------------- ----------------------------------- ------------------------------------
HSBC Bank USA                          1 HSBC Center                       1 HSBC Center
                                       Buffalo, NY  14203                  Buffalo, NY  14203
                                       Attn:  Donna Reilly                 Attn:  Donna Reilly
                                       T:  716 841-4178                    T:  716 841-4178
                                       F:  716 841-0269                    F:  716 841-0269
-------------------------------------- ----------------------------------- ------------------------------------
ING Capital LLC                        55 East 52nd Street                 55 East 52nd Street
                                       New York, NY  10055                 New York, NY  10055
                                       Attn:  Lisa Cummings                Attn:  Lisa Cummings
                                       T:  212 409-1676                    T:  212 409-1676
                                       F:  212 409-7808                    F:  212 409-7808
-------------------------------------- ----------------------------------- ------------------------------------
JPMorgan Chase Bank                    4 Chase Metrotech Center            4 Chase Metrotech Center
                                       15th Floor                          15th Floor
                                       Brooklyn, NY  11245                 Brooklyn, NY  11245
                                       Attn:  Marcia Green-Alleyne         Attn:  Marcia Green-Alleyne
                                       T:  718 242-8064                    T:  718 242-8064
                                       F:  718 242-6550                    F:  718 242-6550
-------------------------------------- ----------------------------------- ------------------------------------
KeyBank National Association           127 Public Square                   127 Public Square
                                       Cleveland, OH  94111                Cleveland, OH  94111
                                       Attn:  Dan Lally                    Attn:  Dan Lally
                                       T:  216 689-8065                    T:  216 689-8065
                                       F:  216689-4981                     F:  216689-4981
-------------------------------------- ----------------------------------- ------------------------------------
Lloyds TSB Bank PLC                    Lloyds TSB Bank plc Miami           Lloyds TSB Bank plc Miami
                                       One Biscayne Tower Suite 3200       One Biscayne Tower Suite 3200
                                       2 South Biscayne Boulevard          2 South Biscayne Boulevard
                                       Miami, FL  33131                    Miami, FL  33131
                                       Attn:  Patricia Kilian              Attn:  Patricia Kilian
-------------------------------------- ----------------------------------- ------------------------------------
Mizuho Corporate Bank Ltd.             1251 Avenue of Americas             1251 Avenue of Americas
                                       New York, NY  10020                 New York, NY  10020
                                       Attn:  Daniel Guevara               Attn:  Daniel Guevara
                                       T:  212 282-4537                    T:  212 282-4537
                                       F:  212 282-4383                    F:  212 282-4383
-------------------------------------- ----------------------------------- ------------------------------------
The Northern Trust Company             50 S. LaSalle Street                50 S. LaSalle Street
                                       Chicago, IL  60675                  Chicago, IL  60675
                                       Attn:  Linda Honda                  Attn:  Linda Honda
                                       T:  312 444-3532                    T:  312 444-3532
                                       F:  312 630-1566                    F:  312 630-1566
-------------------------------------- ----------------------------------- ------------------------------------
Royal Bank of Canada                   Royal Bank of Canada                Royal Bank of Canada
                                       New York Branch                     New York Branch
                                       One Liberty Plaza, 3rd Floor        One Liberty Plaza, 3rd Floor
                                       New York,  NY  10006-1404           New York,  NY  10006-1404
                                       Attn:  Manager, Loans               Attn:  Manager, Loans
                                       Administration                      Administration
                                       T:  212 428-6322                    T:  212 428-6322
                                       F:  212 428-2372                    F:  212 428-2372
                                       With a copy to:                     With a copy to:
                                       Attn:  N.G. Millar                  Attn:  N.G. Millar
                                       T:  212 428-6363                    T:  212 428-6363
                                       F:  212 809-7148                    F:  212 809-7148
-------------------------------------- ----------------------------------- ------------------------------------
Suntrust Bank                          25 Park Place, 21st Floor           25 Park Place, 21st Floor
                                       Center 1927                         Center 1927
                                       Atlanta, GA  30303                  Atlanta, GA  30303

-------------------------------------- ----------------------------------- ------------------------------------
Wachovia Bank, National Association    201 S. College Street               201 S. College Street
                                       CP 17, NC 1183                      CP 17, NC 1183
                                       Charlotte, NC  28288-1183           Charlotte, NC  28288-1183
                                       Attn:  Diane Taylor                 Attn:  Diane Taylor
                                       T:  704 715-1876                    T:  704 715-1876
                                       F:  704 374-2802                    F:  704 374-2802
-------------------------------------- ----------------------------------- ------------------------------------
Westpac Banking Corporation            575 Fifth Avenue, 39th Floor        575 Fifth Avenue, 39th Floor
                                       New York, NY  10017                 New York, NY  10017
                                       Attn:  Tony Smith                   Attn:  Tony Smith
                                       T:  212 551-1814                    T:  212 551-1814
                                       F:  212 551-1995                    F:  212 551-1995
-------------------------------------- ----------------------------------- ------------------------------------
</TABLE>

<PAGE>


                                SCHEDULE 5.02(i)

                          Consolidated Subsidiary Debt



                                   (US$ 000's)

        Payable to Banks                                         $1,389.6

        Capitalized Leases                                        1,140.0

        Mortgage Payable                                             86.2

        Letters of Credit (Undrawn)                              37,529.2
                                                                ----------

        Total                                                   $40,145.1
                                                                ==========

<PAGE>


                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE




U.S.$_______________                              Dated:  _______________, 200_


                  FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of ________________________ (the "Lender") for the account of its
Applicable Lending Office on the later of (a) the Termination Date and (b) if
the Borrower has made the Term Loan Election prior to the Termination Date, the
Maturity Date (each as defined in the Credit Agreement referred to below) the
principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if
less, the aggregate principal amount of the Revolving Credit Advances made by
the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of
May 16, 2002 among the Borrower, the Lender and certain other lenders parties
thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and
Citibank, N.A. as Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined) outstanding on such date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

                  Both principal and interest in respect of each Revolving
Credit Advance (i) in Dollars are payable in lawful money of the United States
of America to the Agent at its account maintained at 399 Park Avenue, New York,
New York 10043, in same day funds and (ii) in any Committed Currency are payable
in such currency at the applicable Payment Office in same day funds. Each
Revolving Credit Advance owing to the Lender by the Borrower pursuant to the
Credit Agreement, and all payments made on account of principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto which is part of this Promissory Note.

                  This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Revolving Credit Advances denominated
in Committed Currencies and (iii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                                    THE INTERPUBLIC GROUP OF
                                                    COMPANIES, INC.

                                                    By_________________________
                                                        Title:




<PAGE>


                       ADVANCES AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------
                                                            Amount of
           Date                    Amount of             Principal Paid           Unpaid Principal             Notation
                                    Advance                or Prepaid                 Balance                   Made By
--------------------------- ------------------------ ------------------------ ------------------------- ------------------------
<S>                          <C>                      <C>                     <C>                       <C>

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------

--------------------------- ------------------------ ------------------------ ------------------------- ------------------------
</TABLE>

<PAGE>

                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE


U.S.$_______________                              Dated:  _______________, 200_


                  FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of ________________________ (the "Lender") for the account of its
Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as
of May 16, 2002 among the Borrower, the Lender and certain other lenders parties
thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and
Citibank, N.A., as Agent for the Lender and such other lenders (as amended or
modified from time to time, the "Credit Agreement"; the terms defined therein
being used herein as therein defined)), on __________ __, 200_, the principal
amount of [U.S.$_______________] [for a Competitive Bid Advance in a Committed
Currency, list currency and amount of such Advance].

                  The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in full,
at the interest rate and payable on the interest payment date or dates provided
below:

          Interest Rate: _____% per annum (calculated on the basis of a year of
          _____ days for the actual number of days elapsed).

                  Both principal and interest are payable in lawful money of
________________ to Citibank, as agent, for the account of the Lender at the
office of _________________________, at _________________________ in same day
funds.

                  This Promissory Note is one of the Competitive Bid Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events.

                  The Borrower hereby waives presentment, demand, protest and
notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                                      THE INTERPUBLIC GROUP OF
                                                      COMPANIES, INC.


                                                      By_______________________
                                                          Title:

<PAGE>


                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING
Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                                              [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                  The undersigned, [The Interpublic Group of Companies,
Inc.][Name of Designated Subsidiary], refers to the 364-Day Credit Agreement,
dated as of May 16, 2002 (as amended or modified from time to time, the "Credit
Agreement", the terms defined therein being used herein as therein defined),
among The Interpublic Group of Companies, Inc., certain Lenders parties thereto,
Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank,
N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby
requests a Revolving Credit Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Revolving Credit
Borrowing (the "Proposed Revolving Credit Borrowing") as required by Section
2.02(a) of the Credit Agreement:

                  (i) The Business Day of the Proposed Revolving Credit
         Borrowing is _______________, 200_.

                  (ii) The Type of Advances comprising the Proposed Revolving
         Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

                  (iii) The aggregate amount of the Proposed Revolving Credit
         Borrowing is [$_______________][for a Revolving Credit Borrowing in a
         Committed Currency, list currency and amount of Revolving Credit
         Borrowing].

                  [(iv) The initial Interest Period for each Eurocurrency Rate
         Advance made as part of the Proposed Revolving Credit Borrowing is
         _____ month[s].]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Revolving Credit Borrowing:

                    (A) the representations and warranties contained in Section
               4.01 of the Credit Agreement (except the representation set forth
               in the last sentence of subsection (e) thereof) [and in the
               Designation Agreement of the undersigned] are correct, before and
               after giving effect to the Proposed Revolving Credit Borrowing
               and to the application of the proceeds therefrom, as though made
               on and as of such date; [and]

                    (B) no event has occurred and is continuing, or would result
               from such Proposed Revolving Credit Borrowing or from the
               application of the proceeds therefrom, that constitutes a
               Default[.][and

                    (C) the proceeds of the Proposed Revolving Credit Borrowing
               will be used to fund known or anticipated cash requirements of
               the Company and its Subsidiaries in the ordinary course of their
               respective businesses][Clause (C) to be included until the
               Proceeds Target is met.]

                                         Very truly yours,

                                         [THE INTERPUBLIC GROUP OF
                                         COMPANIES, INC.][DESIGNATED SUBSIDIARY]

                                         By___________________________
                                              Title:

<PAGE>


                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID BORROWING


Citibank, N.A., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                                              [Date]

                  Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

                  The undersigned, The Interpublic Group of Companies, Inc.[, on
behalf of [Name of Designated Subsidiary]], refers to the 364-Day Credit
Agreement, dated as of May 16, 2002 (as amended or modified from time to time,
the "Credit Agreement", the terms defined therein being used herein as therein
defined), among The Interpublic Group of Companies, Inc., certain Lenders
parties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager,
and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.03 of the Credit Agreement that the
undersigned hereby requests a Competitive Bid Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such Competitive
Bid Borrowing (the "Proposed Competitive Bid Borrowing") is requested to be
made:

         (A)   Date of Competitive Bid Borrowing      ________________________
         (B)   Amount of Competitive Bid Borrowing    ________________________
         (C)   [Maturity Date] [Interest Period]      ________________________
         (D)   Interest Rate Basis                    ________________________
         (E)   Day Count Convention                   ________________________
         (F)   Interest Payment Date(s)               ________________________
         (G)   Currency                               ________________________
         (H)   Borrower's Account Location            ________________________
         (I)   ___________________                    ________________________

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

                  (a) the representations and warranties contained in Section
         4.01 of the Credit Agreement (except the representation set forth in
         the last sentence of subsection (e) thereof) [and in the Designation
         Agreement of the undersigned] are correct, before and after giving
         effect to the Proposed Competitive Bid Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date;

                  (b) no event has occurred and is continuing, or would result
         from the Proposed Competitive Bid Borrowing or from the application of
         the proceeds therefrom, that constitutes a Default; [and]

                  (c) the aggregate amount of the Proposed Competitive Bid
         Borrowing and all other Borrowings to be made on the same day under the
         Credit Agreement is within the aggregate amount of the unused
         Commitments of the Lenders[.][; and

                  (d) the proceeds of the Proposed Competitive Bid Borrowing
         will be used to fund known or anticipated cash requirements of the
         Company and its Subsidiaries in the ordinary course of their respective
         businesses.][Clause (d) to be included until the Proceeds Target is
         met.]

                  The undersigned hereby confirms that the Proposed Competitive
Bid Borrowing is to be made available to it in accordance with Section
2.03(a)(v) of the Credit Agreement.

                                                 Very truly yours,

                                                 THE INTERPUBLIC GROUP
                                                 OF COMPANIES, INC.


                                                 By___________________________
                                                      Title:




<PAGE>


                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the 364-Day Credit Agreement dated as of
May 16, 2002 (as amended or modified from time to time, the "Credit Agreement")
among The Interpublic Group of Companies, Inc., a Delaware corporation (the
"Company"), the Lenders (as defined in the Credit Agreement), Salomon Smith
Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as agent
for the Lenders (the "Agent"). Terms defined in the Credit Agreement are used
herein with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an interest in and
to the Assignor's rights and obligations under the Credit Agreement as of the
date hereof (other than in respect of Competitive Bid Advances and Competitive
Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Credit Advances owing to the Assignee will be as set forth on
Schedule 1 hereto.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Company or the performance or observance by the Company of any
of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Revolving Credit
Note, if any, held by the Assignor [and requests that the Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to the order of
[the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto or new Revolving Credit Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and] the Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement[, respectively,] as specified on Schedule 1
hereto].

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform
in accordance with their terms all of the obligations that by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vi)
attaches any U.S. Internal Revenue Service forms required under Section 2.14 of
the Credit Agreement.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

                  5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights (other than
its rights under Section 2.11, 2.14 and 9.04 of the Credit Agreement to the
extent any claim thereunder relates to an event arising prior to this Assignment
and Acceptance) and be released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Revolving Credit Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Revolving Credit Notes for periods prior to the Effective Date directly
between themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


<PAGE>


                                   Schedule 1
                                       to
                            Assignment and Acceptance


Percentage interest assigned:                                   ______%

Assignee's Commitment:                                         $______

Aggregate outstanding principal amount of Revolving Credit
Advances assigned:                                             $______

Principal amount of Revolving Credit Note payable to Assignee: $______

Principal amount of Revolving Credit Note payable to Assignor: $______

Effective Date*:  _______________, 200_


                                               [NAME OF ASSIGNOR], as Assignor



                                               By___________________________
                                                   Title:


                                               Dated:  _______________, 200_


                                               [NAME OF ASSIGNEE], as Assignee



                                               By___________________________
                                                   Title:


                                               Dated:  _______________, 200_

                                               Domestic Lending Office:
                                                        [Address]

                                               Eurocurrency Lending Office:
                                                        [Address]




-------------------

*    This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Agent.



<PAGE>

Accepted [and Approved]** this
__________ day of _______________, 200_

CITIBANK, N.A., as Agent

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


[Approved this_____ day
of _______________, 200_

THE INTERPUBLIC GROUP OF COMPANIES, INC.

By                                          ]*
  ------------------------------------------

**       Required if the Assignee is an Eligible Assignee solely by reason of
         clause (iii) of the definition of "Eligible Assignee".

*        Required if the Assignee is an Eligible Assignee solely by reason of
         clause (iii) of the definition of "Eligible Assignee".


<PAGE>


                                                            EXHIBIT D1 - FORM OF
                                                            OPINION OF CLEARY,
                                                            GOTTLIEB, STEEN &
                                                            HAMILTON


                                                    [Effective Date]




The parties named as Lenders in
  the below-referenced Credit Agreement




Ladies and Gentlemen:

                  We have acted as special counsel to The Interpublic Group of
Companies, Inc. (the "Company") in connection with that certain 364-Day Credit
Agreement, dated as of May 16, 2002 and amended and restated as of December 31,
2002 (the "Credit Agreement"), among the Company, the Lenders parties thereto,
Salomon Smith Barney, Inc., as lead arranger and book manager, and Citibank,
N.A., as Agent for said Lenders. This opinion is furnished to you pursuant to
Section 3.01(d)(iv) of the Credit Agreement.

                  In arriving at the opinions expressed below, we have examined
the following documents:

                    (1)  an executed copy of the Credit Agreement; and

                    (2)  the other documents furnished by the Company pursuant
                         to Article III of the Credit Agreement.

                  In addition, we have reviewed the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
necessary as a basis for the opinions expressed below.

                  In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified the accuracy as to factual matters of each
document we have reviewed (including, without limitation, the accuracy of the
representations and warranties of the Company in the Credit Agreement).

                  Based upon the foregoing and subject to the further
assumptions and qualifications set forth below, it is our opinion that:

                    1. The Company has corporate power to enter into the Credit
               Agreement and to perform its obligations thereunder.

                    2. The execution and delivery by the Company of the Credit
               Agreement have been duly authorized by all necessary corporate
               action of the Company.

                    3. The performance by the Company of its obligations under
               the Credit Agreement (a) does not require any consent, approval,
               authorization, registration or qualification of or with any
               governmental authority of the United States, the State of
               Delaware or the State of New York and (b) does not result in a
               violation of any applicable United States federal or New York
               State law, rule or regulation or the Delaware General Corporation
               Law.

                    4. The Credit Agreement is a valid, binding and enforceable
               agreement of the Company.

                  Insofar as the foregoing opinions relate to the validity,
binding effect or enforceability of any agreement or obligation of the Company,
(a) we have assumed that each party to such agreement or obligation has
satisfied those legal requirements that are applicable to it to the extent
necessary to make such agreement or obligation enforceable against it (except
that no such assumption is made as to the Company regarding matters of the
federal law of the United States of America, the law of the State of New York or
the General Corporation Law of the State of Delaware) and (b) such opinions are
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.

                  We express no opinion as to the applicability or effect of the
laws of any jurisdiction other than the State of New York wherein any Lender may
be located or wherein enforcement of the Credit Agreement may be sought that may
limit the rates of interest which may be charged or collected.

                  We express no opinion as to (a) Section 2.15 of the Credit
Agreement insofar as it provides that any Lender purchasing a participation from
another Lender pursuant thereto may exercise set-off or similar rights with
respect to such participation or (b) Section 9.12 of the Credit Agreement.

                  We have assumed that any assignments made by or among the
Lenders of their rights and obligations under the Credit Agreement will not
contravene New York Judiciary Law Section 489 (which makes it a criminal offense
to take an assignment of a debt obligation with the intent of and for the
purpose of bringing an action or proceeding thereon).

                  We note that the designations in Section 9.13(a) of the Credit
Agreement are (notwithstanding the waiver in Section 9.13(b) of the Credit
Agreement) subject to the power of such federal court to transfer actions
pursuant to 28 U.S.C. ss.1404(a) or to dismiss such actions or proceedings on
the grounds that such a federal court is an inconvenient forum for such action
or proceeding.

                  With respect to the first sentence of Section 9.13(a) of the
Credit Agreement, we express no opinion as to the subject matter jurisdiction of
any United States federal court to adjudicate any action relating to the Credit
Agreement where jurisdiction based on diversity of citizenship under 28 U.S.C.
ss.1332 does not exist.

                  The opinion expressed in paragraph 3 above relates only to
those laws, rules and regulations that, in our experience, are normally
applicable to transactions of the type referred to in the Credit Agreement.

                  The foregoing opinions are limited to the law of the State of
New York, the General Corporation Law of the State of Delaware and the federal
law of the United States, but we express no opinion as to any state securities
or Blue Sky laws or United States federal securities laws.

                  We are furnishing this opinion letter to you solely for your
benefit in connection with the Credit Agreement. This opinion letter is not to
be used, circulated, quoted or otherwise referred to for any other purpose.
Notwithstanding the foregoing, a copy of this opinion letter may be furnished
to, and relied upon by, your successors and a permitted transferee who becomes a
party to the Credit Agreement as a Lender thereunder, and you or any such
successor or transferee may show this opinion to any governmental authority
pursuant to requirements of applicable law or regulations. The opinions
expressed herein are, however, rendered on and as of the date hereof, and we
assume no obligation to advise you or any such transferee or governmental
authority or any other person, or to make any investigations, as to any legal
developments or factual matters arising subsequent to the date hereof that might
affect the opinions expressed herein.

                                        Very truly yours,

                                        CLEARY, GOTTLIEB, STEEN & HAMILTON



                                        By:
                                             -----------------------------------
                                                 Andrea G. Podolsky, a partner


<PAGE>



                                                          EXHIBIT D2 - FORM OF
                                                          OPINION OF IN-HOUSE
                                                          COUNSEL OF THE COMPANY


                                                    [Effective Date]


To each of the Lenders parties
  to the Credit Agreement dated
  as of May 16, 2002 and amended and restated as of December 31, 2002
  among The Interpublic Group of Companies, Inc.,
  said Lenders and Citibank, N.A.,
  as Agent for said Lenders, and
  to Citibank, N.A., as Agent


                       364-Day Revolving Credit Agreement
                       ----------------------------------

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to Section
3.01(d)(iv) of the 364-Day Credit Agreement, dated as of May 16, 2002 and
amended and restated as of December 31, 2002 (the "Credit Agreement"), among The
Interpublic Group of Companies, Inc. (the "Company"), the Lenders parties
thereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and
Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement
are used herein as therein defined.

                  I have acted as General Counsel for the Company in connection
with the preparation, execution and delivery of the Credit Agreement.

                  In arriving at the opinions expressed below, I have examined
the following documents:

                  (1) An executed copy of the Credit Agreement.

                  (2) The documents furnished by the Company pursuant to Article
         III of the Credit Agreement.

                  (3) A copy of the Restated Certificate of Incorporation of the
         Company and all amendments thereto (the "Charter").

                  (4) A copy of the by-laws of the Company and all amendments
         thereto (the "By-laws").

                  (5) A certificate of the Secretary of State of Delaware, dated
         __________, 2003, attesting to the continued corporate existence and
         good standing of the Company in that State.

                  In addition, I have examined the originals, or copies
certified or otherwise identified to my satisfaction, of such other corporate
records of the Company, certificates of public officials and of officers of the
Company and such other persons as I have deemed necessary as a basis for the
opinions expressed below.

                  In rendering the opinions expressed below, I have assumed the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed (including, without limitation, the accuracy of the
representations and warranties of the Company in the Credit Agreement).

                  Based upon the foregoing and subject to the further
assumptions and qualifications set forth below, it is my opinion that:

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

                  2. The execution, delivery and performance by the Company of
         the Credit Agreement, and the consummation of the transactions
         contemplated thereby, are within the Company's corporate powers, have
         been duly authorized by all necessary corporate action, and do not
         contravene (i) the Charter or the By-laws or (ii) any material
         contractual or legal restriction known to me contained in any material
         document to which the Company is a party or by which it is bound. The
         Credit Agreement has been duly executed and delivered on behalf of the
         Company.

                  3. To the best of my knowledge, no authorization, approval or
         other action by, and no notice to or filing with, any third party is
         required for the execution, delivery and performance by the Company of
         the Credit Agreement.

                  4. To the best of my knowledge, there are no pending or
         overtly threatened actions or proceedings against the Company or any of
         its Consolidated Subsidiaries before any court, governmental agency or
         arbitrator that purport to affect the validity, binding effect or
         enforceability of the Credit Agreement or the consummation of the
         transactions contemplated thereby or, except as disclosed in the
         Company's reports filed with the Securities and Exchange Commission
         prior to the Restatement Date, that are likely to have a materially
         adverse effect upon the financial condition or operations of the
         Company and its Consolidated Subsidiaries taken as a whole.

                  The foregoing opinions are limited to the law of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States.

                  I am furnishing this opinion letter to you solely for your
benefit in connection with the Credit Agreement. This opinion letter is not to
be used, circulated, quoted or otherwise referred to for any other purpose.
Notwithstanding the foregoing, a copy of this opinion letter may be furnished
to, and relied upon by, your successors and a permitted transferee who becomes a
party to the Credit Agreement as a Lender thereunder, and you or any such
successor or transferee may show this opinion to any governmental authority
pursuant to requirements of applicable law or regulations. The opinions
expressed herein are, however, rendered on and as of the date hereof, and I
assume no obligation to advise you or any such transferee or governmental
authority or any other person, or to make any investigations, as to any legal
developments or factual matters arising subsequent to the date hereof that might
affect the opinions expressed herein.

                                           Very truly yours,


                                           ___________________________________
                                           Nicholas J. Camera, General Counsel


<PAGE>


                                                             EXHIBIT E - FORM OF
                                                           DESIGNATION AGREEMENT


                                     [DATE]


To each of the Lenders
  parties to the Credit Agreement
  (as defined below) and to Citibank, N.A.
  as Agent for such Lenders

Ladies and Gentlemen:

                  Reference is made to the 364-Day Revolving Credit Agreement
dated as of May 16, 2002 and amended and restated as of December 31, 2002 among
The Interpublic Group of Companies, Inc. (the "Company"), certain other
borrowers parties thereto, the Lenders parties thereto, Salomon Smith Barney,
Inc., as lead arranger and book manager, and Citibank, N.A., as Agent for said
Lenders (the "Credit Agreement"). Terms used herein and defined in the Credit
Agreement shall have the respective meanings ascribed to such terms in the
Credit Agreement.

                  Please be advised that the Company hereby designates its
undersigned Subsidiary, ____________ ("Designated Subsidiary"), as a "Designated
Subsidiary" under and for all purposes of the Credit Agreement.

                  The Designated Subsidiary, in consideration of each Lender's
agreement to extend credit to it under and on the terms and conditions set forth
in the Credit Agreement, does hereby assume each of the obligations imposed upon
a "Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Subsidiary hereby represents and warrants to
each Lender as follows:

                  (a) The Designated Subsidiary is a corporation duly organized,
         validly existing and in good standing under the laws of
         ______________________.

                  (b) The execution, delivery and performance by the Designated
         Subsidiary of this Designation Agreement, the Credit Agreement and the
         Notes to be delivered by it are within the Designated Subsidiary's
         corporate powers, have been duly authorized by all necessary corporate
         action and do not contravene (i) the Designated Subsidiary's charter or
         by-laws or (ii) any law, rule or regulation applicable to the
         Designated Subsidiary or (iii) any material contractual or legal
         restriction binding on the Designated Subsidiary. The Designation
         Agreement and the Notes delivered by it have been duly executed and
         delivered on behalf of the Designated Subsidiary.

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

                  (d) This Designation Agreement is, and the Notes to be
         delivered by the Designated Subsidiary when delivered will be, legal,
         valid and binding obligations of the Designated Subsidiary enforceable
         against the Designated Subsidiary in accordance with their respective
         terms.

                  (e) There is no pending or, to the knowledge of the Designated
         Subsidiary , threatened action or proceeding affecting the Designated
         Subsidiary or any of its Subsidiaries before any court, governmental
         agency or arbitrator which purports to affect the legality, validity or
         enforceability of this Designation Agreement, the Credit Agreement or
         any Note of the Designated Subsidiary.

                  This Designation Agreement shall be governed by, and construed
         in accordance with, the laws of the State of New York.

                                        Very truly yours,

                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                        By _________________________
                                               Name:
                                               Title:

                                        [THE DESIGNATED SUBSIDIARY]

                                        By__________________________
                                               Name:
                                               Title: