<PAGE>

                                                                   EXHIBIT 10.10

                             DATE:  18th May, 2000


                               HAVAS ADVERTISING
                      HAVAS ADVERTISING INTERNATIONAL SA
                             HAS ACQUISITION CORP.
                            EWDB NORTH AMERICA INC.

                                 as Borrowers


                      THE GUARANTORS listed in Schedule 2

                                 as Guarantors


                       THE LENDERS listed in Schedule 1


                          J.P. MORGAN SECURITIES LTD.
                               SOCIETE GENERALE

                                 as Arrangers


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                   as Agent


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

                US$400,000,000 Multicurrency Term Loan Facility

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

                               Slaughter and May
                             35 Basinghall Street
                               London  EC2V 5DB

                                    RS/RCYS

<PAGE>

                                   CONTENTS
Clause                                                  Page
------                                                  ----
PART I:  INTERPRETATION                                   2

1.   Interpretation and calculations                      2

PART II:  THE FACILITY                                   18

2.   The Facility                                        18

3.   The Lenders and the Obligors                        18

4.   Fees and Expenses                                   21

5.   Cancellation                                        22

PART III:  DRAWING, INTEREST AND REPAYMENT               24

6.   Advance of Funds                                    24

7.   Currency Option                                     27

8.   Interest                                            30

9.   Repayment                                           32

10.  Prepayment                                          32

PART IV:  CHANGES OF CIRCUMSTANCES AND PAYMENTS          37

11.  Changes of Circumstances                            37

12.  Payments                                            42

13.  Late Payment                                        44

14.  Sharing among Lenders                               45

15.  Representations                                     47

16.  Delivery of Information                             51

17.  Financial Covenant                                  53



18.  General Covenants                                   56

19.  Termination Events                                  62

PART VII:  MISCELLANEOUS                                 68

20.  The Agent and the Arrangers                         68

21.  Evidence, certificates and determinations           72

22.  Notices                                             72

23.  Assignment and Transfers                            72

24.  Waivers and Amendments                              76

25.  Miscellaneous                                       77

26.  Law and Jurisdiction                                77

SCHEDULE 1:  LENDERS AND COMMITMENTS                     79

SCHEDULE 2:  GUARANTORS                                  80

SCHEDULE 3:  CONDITIONS PRECEDENT                        81

SCHEDULE 4:  FORM OF NOTICE FOR AN ADVANCE               83

SCHEDULE 5:  COSTS RATE                                  84

SCHEDULE 6:  FORM OF DESIGNATION AGREEMENT               86

SCHEDULE 7:  FORM OF TRANSFER CERTIFICATES               94

SCHEDULE 8:  MARGIN                                      95

SCHEDULE 9:  FORM OF GUARANTEE                           96

1.   INTERPRETATION                                      96

2.   GUARANTEE                                           98

3.   GUARANTOR'S INDEMNITY                              101

                                       ii

4.   WITHHOLDINGS                                       101

5.   TAXES ETC ON A LENDER                              102

6.   PAYMENTS                                           102

7.   LATE PAYMENT                                       104

8.   EVIDENCE, CERTIFICATES AND DETERMINATIONS          105

9.   NOTICES                                            105

10.  ASSIGNMENT                                         106

11.  COUNTERPARTS                                       106

12.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999       106

13.  LAW AND JURISDICTION                               106

SCHEDULE 10:  FORM OF EFFECTIVE GLOBAL RATE LETTER      111



                                      iii



                                       1


                                                                  CONFORMED COPY
                                                                  --------------
                                 LOAN AGREEMENT

DATE:  18th May, 2000

PARTIES

1.       HAVAS ADVERTISING of 84 rue de Villiers, 92683 Levallois-Perret Cedex,
         France, HAVAS ADVERTISING INTERNATIONAL SA of the same address, HAS
         ACQUISITION CORP. of Corporation Trust Center, 1209 Orange Street,
         Wilmington, DE 19801, U.S.A. and EWDB NORTH AMERICA INC. of the same
         address, as Borrowers

2.       THE GUARANTORS listed in Schedule 2, as Guarantors

3.       THE LENDERS listed in Schedule 1, as Lenders

4.       J.P. MORGAN SECURITIES LTD. and SOCIETE GENERALE, as Arrangers

5.       MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent

BACKGROUND

At the request of the Borrowers, the Lenders are willing to provide a
US$400,000,000 multicurrency 364 day term loan facility to the Borrowers on the
terms of this Agreement. The facility is to be guaranteed by the Guarantors.

The parties agree as follows:

<PAGE>

                                       2

PART I : INTERPRETATION

1.   Interpretation and calculations

1.1  Definitions

     In this Agreement:

     "Acquisition" means the proposed acquisition by the Parent of all the
     common stock in Snyder (other than the Tracking Stock) by means of the
     Merger.

     "Advance" means an Advance made or outstanding, or to be made, under
     Clause 6.

     "Advance Date" means the date, or proposed date, of an Advance.

     "Affiliate" in relation to a person means a Subsidiary of that person, a
     Holding Company of that person or another Subsidiary of that Holding
     Company.

     "Agent" means Morgan Guaranty Trust Company of New York, in its capacity as
     Agent for the Lenders, acting through its office at 60 Victoria Embankment,
     London EC4Y 0JP or any other office in the United Kingdom which it may
     notify to the Borrowers' Agent and the Lenders. If there is a change of
     Agent in accordance with Clause 20.12, "Agent" will instead mean the new
     Agent appointed under that Clause.

     "Arrangers" means each of J.P. Morgan Securities Ltd. and Societe
     Generale, in its capacity as an Arranger of the Facility.

     "Authorised Person" means a person authorised to sign documents on behalf
     of an Obligor under this Agreement. This authority must be given by a
     resolution of the directors of the Obligor and a certified copy must be
     delivered to the Agent. A person will cease to be an "Authorised Person"
     upon notice by the Obligor to the Agent.

     "Available Commitment" means the amount of a Lender's Commitment which is
     available for the Borrowers. On any day, it is the Lender's Commitment on
     that day less that Lender's participation in all outstanding Advances on
     that day. Participations in Advances in an Optional Currency will be taken
     at their Original Dollar Amount.

     "Board of Governors" shall mean the Board of Governors of the Federal
     Reserve System of the United States of America.

     "Borrower" means each of the Parent, Havas Advertising International SA,
     HAS Acquisition Corp. and EWDB North America Inc.

     "Borrowers' Agent" means the Parent as agent for each Borrower in
     accordance with Clause 3.5.

<PAGE>

                                       3

     "Business Day" means a day on which banks are open for international inter-
     bank payments in both London and New York. Where "Business Day" is used in
     the context of a payment or purchase of euro, it must be a TARGET Day.

     "circle.com" means the business and assets of Snyder and its subsidiaries
     designated as circle.com under Snyder's charter.

     "Circular" means the circular to be distributed by the Parent to its
     shareholders notifying them of the proposed Acquisition and convening an
     extraordinary general meeting at which a resolution will be proposed which
     approves an increase in the authorised share capital of the Parent.

     "Code" means the Internal Revenue Code of 1986 (as amended) of the United
     States of America.

     "Consideration" means the consideration for an acquisition of shares in a
     company or of all or part of a business. For this purpose:

     (A)  the assumption of debt (but not the debt of a company whose accounts
          are already globally consolidated with those of the Parent) and any
          earn-out payments (based on the Parent's reasonable estimate) will be
          included in the "Consideration";

     (B)  any contingent liability in respect of put and call options for the
          subsequent purchase of minority interests will be excluded from the
          "Consideration";

     (C)  any consideration in shares of the Parent will be excluded from the
          "Consideration"; and

     (D)  any consideration in shares of any other member of the Group will be
          excluded from the "Consideration" provided those shares, if issued
          against a subscription in cash by another member of the Group, were
          issued more than six months before the acquisition or, if more
          recently, were not issued in contemplation of that acquisition.
          Otherwise, that consideration will be included in the "Consideration".

     "Commitment" means the amount which each Lender has committed to the
     Facility. Each Lender's initial "Commitment" is the amount set out next to
     its name in Schedule 1. This may be reduced or revised in accordance with
     this Agreement. In addition, the amount of the Lender's "Commitment" may be
     adjusted by assignments and transfers in accordance with Clause 23.

     "Commitment Expiry Date" means the day falling one month before the
     Repayment Date or, if earlier, the date the Facility is cancelled or drawn
     in full in accordance with the terms of this Agreement.

<PAGE>

                                       4

     "Costs Rate" means a rate per annum determined by the Agent in respect of
     each Lender and notified to the Borrowers' Agent. This rate will be applied
     to an outstanding amount for a particular period. It will be the aggregate
     of each of the following:

     (A)  the amount calculated in accordance with Schedule 5; and

     (B)  the rate determined by the Agent (based on information supplied by
          that Lender) to cover:

          (i)  all costs, losses and liabilities suffered by that Lender; and

          (ii) all reductions in the return on capital of that Lender which it
               would have been able to obtain but for entering into or
               performing its obligations under this Agreement,

          in each case as a result of any minimum reserve requirements imposed
          by the European Central Bank in relation to the Loan or funding
          arrangements in relation to any Advance.

     "Designation Agreement" means an agreement substantially in the form set
     out in either Part I or Part II of Schedule 6.

     "Disclosure Letter" means the letter entitled Disclosure Letter from the
     Parent to the Agent dated the same date as this Agreement.

     "EMU legislation" means the legislative measures of the Council of the
     European Union providing for the introduction of, changeover to, or
     operation of, the euro.

     "Equivalent Amount" means the amount in an Optional Currency equivalent to
     a specified amount in dollars. The "Equivalent Amount" will be calculated
     using the Exchange Rate applicable on the date on which the amount in the
     Optional Currency is to be or was advanced.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended, of the United States of America or any successor statute.

     "ERISA Group" means the Parent, any Subsidiary and all members of a
     controlled group of corporations and all trades or businesses (whether or
     not incorporated) under common control which, together with the Parent or
     any Subsidiary, are treated as a single employer under Section 414 of the
     Internal Revenue Code.

     "EURIBOR" means a rate per annum determined by the Agent and notified
     to the Borrowers' Agent and the Lenders. This rate will be applied to
     an outstanding amount in euros for a particular period. It will be
     determined as follows:

     (A)  "EURIBOR" will be the Screen Rate for deposits in euro for that
          period. This rate will be determined at or about 11.00 a.m. (Brussels
          time) on the Rate Fixing Date relating to the first day of that
          period.

<PAGE>

                                       5

     (B)  If there is no Screen Rate for euro for the particular period,
          "EURIBOR" will be based on the rate at which deposits in euro are
          offered by the Reference Banks for that period to prime banks in the
          European interbank market. Each Reference Bank will notify the Agent
          of this rate when requested by the Agent. The rate notified will be
          the rate as at 11.00 a.m. (Brussels time) on the Rate Fixing Date
          relating to the first day of that period. The Agent will calculate the
          arithmetic means of these rates, rounded upwards to five decimal
          places. This will be "EURIBOR" for the period. If fewer than three
          Reference Banks provide the Agent with notifications for a particular
          period, this method of determining "EURIBOR" will not be used for that
          period and Clause 11.3 will apply instead.

     "euro" means the single currency of the participating member states in the
     Third Stage.

     "euro unit" means a unit of the euro as defined in the EMU legislation.

     "Exchange Rate" means a rate of exchange for converting an amount in
     dollars into an amount in an Optional Currency or vice versa. The
     "Exchange Rate" applicable on any date will be the mean of the Agent's
     spot buying and selling rates for the exchange of these currencies at
     or around 11.00 a.m. on the third Business Day before that date.

     "Facility" means the loan facility provided by this Agreement.

     "Facility Office" means the office or offices of a Lender appearing on
     the signature pages or the office or offices notified by a Lender to
     the Agent in writing on or before the date it becomes a Lender (or,
     following that date, by not less than five Business Days' written
     notice) as the office or offices through which it will perform its
     obligations under this Agreement. A Lender may nominate different
     offices for its participation in Advances made to different Borrowers.

     "Finance Document" means each of this Agreement, the letters referred
     to in Clauses 4.1 and 4.2 and the Guarantees.

     "Financial Indebtedness" of any person means:

     (A)  all indebtedness of that person for borrowed money and debit balances
          at banks,

     (B)  all indebtedness under any acceptance credit opened on behalf of that
          person, or in relation to any letter of credit issued for the account
          of that person,

     (C)  all indebtedness of that person under any debenture, note, bond, bill
          of exchange or commercial paper or similar instrument,

<PAGE>

                                       6


     (D)  all indebtedness of that person for money owing in respect of any
          interest rate or currency swap or forward currency sale or purchase or
          contract for differences or other form of interest or currency hedging
          transaction or option as to any of these (including without limit
          caps, collars and floors),

     (E)  all payment obligations of that person under any finance lease,

     (F)  all liabilities of that person (actual or contingent) under any
          guarantee, bond, security, indemnity or other commitment designed to
          assure any creditor against loss in respect of any Financial
          Indebtedness of any other person, and

     (G)  any other liability (actual or contingent) undertaken by that person
          in connection with amounts raised under any other transaction having
          the commercial effect of a borrowing or raising of money.

     "Generally Accepted Accounting Principles" means accounting principles
     generally accepted and adopted in the Republic of France.

     "Group" means the Parent and all its Subsidiaries and subsidiary
     undertakings (including Snyder and its Subsidiaries and subsidiary
     undertakings after the Acquisition is completed).

     "Guarantee" means the guarantee of amounts due under this Agreement which
     will be executed by the initial Guarantors substantially in the form set
     out in Schedule 9 and any subsequent guarantee executed pursuant to Clause
     3.6(B).

     "Guarantor" means each of the Guarantors listed in Schedule 2 to this
     Agreement and any new guarantor which assumes obligations under a Guarantee
     by virtue of Clause 3.6.

     "Holding Company" has the meaning described in section 736 of the Companies
     Act 1985.

     "Information Memorandum" means the information memorandum prepared for the
     purpose of syndication of the Facility.

     "Information Technology" means computer hardware, software, networks and/or
     any aspect of a business which relies on computer hardware, software,
     networks and/or other information technology (whether embedded or
     otherwise).

<PAGE>

                                       7


     "Instructing Group" means Lenders whose Commitments exceed 66.66% in
     aggregate of the Total Commitments. If, however, an Advance has been made
     and not repaid, "Instructing Group" means Lenders whose participations in
     the Loan exceed 66.66% in aggregate of the Loan. The amount of
     participations in Advances in an Optional Currency will be taken at their
     Original Dollar Amount. When a decision by Lenders is required under this
     Agreement, a Lender may divide its Commitment or its participation into two
     or more portions and give different instructions to the Agent in respect of
     each such portion (specifying the amount in question) and the Agent will
     take these different instructions into account in determining whether an
     Instructing Group has been formed. When a Lender divides its Commitment or
     participation into two or more portions, each such portion must be a
     minimum of US$5,000,000 (or its equivalent in an Optional Currency) and an
     integral multiple of US$1,000,000 (or, in the case of an Optional Currency,
     a round amount).

     "Internal Revenue Code" means the Internal Revenue Code of 1986 of the
     United States of America, as amended, or any successor statute.

     "Lender" means a Lender listed in Schedule 1 acting through the Facility
     Office appearing under its name on the signature pages or any other
     Facility Office. A lender which acquires an interest in the Facility by way
     of assignment or transfer will become a "Lender" and will act through its
     Facility Office. The expression also includes a successor in title to a
     Lender. A Lender will cease to be a "Lender" if it novates its entire
     interest in the Facility.

     "Lender Group Company" means a Lender or any Holding Company of a Lender.

     "LIBOR" means a rate per annum determined by the Agent and notified to the
     Borrowers' Agent and the Lenders. This rate will be applied to an
     outstanding amount in dollars for a particular period. It will be
     determined as follows:

     (A)  "LIBOR" will be the Screen Rate for deposits in dollars of that amount
          for that period. This rate will be determined at or about 11.00 a.m.
          (London time) on the Rate Fixing Date relating to the first day of the
          period.

     (B)  If there is no Screen Rate for the necessary period for the deposits
          in dollars "LIBOR" will be based on the rate at which deposits in
          dollars are offered by the Reference Banks for that period to prime
          banks in the London inter-bank market. Each Reference Bank will notify
          the Agent of this rate when requested by the Agent. The rate notified
          will be the rate as at 11.00 a.m. (London time) on the Rate Fixing
          Date relating to the first day of the period. The Agent will calculate
          the arithmetic mean of these rates rounded upwards to five decimal
          places. This will be "LIBOR" for the period. If fewer than three
          Reference Banks provide the Agent with notifications for a particular
          period, this method of determining "LIBOR" will not be used for that
          period and Clause 11.3 will apply.

<PAGE>

                                       8


     "Loan" means the principal amount borrowed and not repaid under the
     Facility.

     "Mandatory Prepayment Event" has the meaning described in Clause 10.3(B).

     "Margin" means the margin calculated in accordance with Schedule 8.

     "Margin Stock" shall have the meaning assigned to such term in Regulation
     U.

     "Material Adverse Effect" means a material adverse effect on the ability of
     any Obligor to perform or comply with its payment obligations under the
     Finance Documents.

     "Material Plan" means, at any time, a Plan or Plans having aggregate
     Unfunded Liabilities in excess of US$5,000,000.

     "Material Subsidiary" means any Subsidiary of the Parent the consolidated
     gross income of which equals or exceeds 5 per cent. of the consolidated
     gross income of the Group. These figures will all be calculated on the
     basis of the consolidated accounts of the Group then most recently
     delivered to the Agent under Clause 16.1 and the then most recent audited
     financial statements of the relevant Subsidiary (whether or not it was a
     Subsidiary at the time of their preparation). If a Subsidiary prepares
     consolidated accounts those accounts will be used. For the purpose of this
     definition, Media Planning and its Subsidiaries will be treated as members
     of the Group. If there is any dispute as to whether a particular Subsidiary
     is or is not a Material Subsidiary, a report by the auditors of the Parent
     shall, in the absence of manifest error, be conclusive and binding.

     "Media Planning" means Media Planning Group SA.

     "Merger" means the proposed merger, pursuant to the Merger Agreement, of
     Snyder and the Merger Sub, following which Snyder will be the surviving
     corporation.

     "Merger Agreement" means the agreement and plan of merger dated as of 20th
     February, 2000 between the Parent, the Merger Sub and Snyder as the same
     was amended by the following:

     (A)  a letter of waiver dated 6th March, 2000 from Snyder and accepted
          by the Parent and Merger Sub; and

     (B)  an Amendment No.1 to the Merger Agreement and Plan of Merger dated
          31st March, 2000 and made between the Parent, Merger Sub and Snyder.

<PAGE>

                                       9

     "Merger Documents" means the Press Release and any subsequent press release
     by the Parent relating to the Acquisition, all documentation filed or to be
     filed with the Securities and Exchange Commission in connection with the
     Merger, the Proxy Statement relating to the Merger, the Merger Agreement,
     the Company Voting Agreement, the Parent Voting Agreement and the Stock
     Option Agreement (all referred to in the Merger Agreement) and the
     Circular.

     "Merger Sub" means HAS Acquisition Corp.

     "Multiemployer Plan" means, at any time, an employee pension benefit plan
     within the meaning of Section 4001(a)(3) of ERISA to which any member of
     the ERISA Group is then making or accruing an obligation to make
     contributions or has within the preceding five plan years made
     contributions, including for these purposes any person which ceased to be a
     member of the ERISA Group during such five year period.

     "national currency unit" means a unit of the euro (other than the euro
     unit) as defined in the EMU legislation.

     "Net Disposal Proceeds" means, in respect of a disposal, the gross proceeds
     of that disposal minus the amount confirmed by a director of the relevant
     company before, on or within five Business Days after, the effective date
     of the disposal to be the aggregate of:

     (A)  the estimated reasonable costs of the disposal;

     (B)  the liabilities which are connected to the disposal or which are
          required to be discharged as a result of the disposal (other than
          liabilities incurred in contemplation of it);

     (C)  any cost, incurred within six months before the disposal, of
          purchasing minority interests in preparation for the disposal;

     (D)  the provisions which the directors reasonably determine need to be
          made for taxes arising as a result of the disposal; and

     (E)  where the asset which is the subject of the disposal is being
          replaced, the cost of the replacement asset and the reasonable costs
          incurred in connection with the acquisition.

     If the "Net Disposal Proceeds" would be a negative number it will be taken
     to be zero.

     "Net New Issue Proceeds" means, in respect of any raising of funds in the
     international equity or debt capital markets, the aggregate proceeds of
     such fund raising received by the relevant members of the Group minus the
     amount confirmed by a director of the relevant company before, on or within
     five Business Days after, the closing date of the fund raising to be the
     aggregate of:

<PAGE>

                                       10

     (A)  the estimated reasonable costs of the fund raising; and

     (B)  the upfront fees payable in relation to the fund raising.

     "Obligors" means the Borrowers and the Guarantors.

     "Optional Currency" means euro.

     "Original Dollar Amount" means the dollar equivalent of an amount in an
     Optional Currency. The "Original Dollar Amount" will be calculated using
     the Exchange Rate applicable on the date on which the amount in the
     Optional Currency was advanced or last advanced.

     "Parent" means Havas Advertising.

     "participating member states" means those member states of the European
     Union from time to time which adopt a single, shared currency in the Third
     Stage, as defined and identified in EMU legislation.

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
     succeeding to any or all of its functions under ERISA.

     "Permitted Acquisition" means any acquisition by a member of the Group
     which satisfies the following conditions:

     (A)  The consideration represents fair market value.

     (B)  The asset which is acquired is:

          (i)  voting shares in a company in the media, marketing or advertising
               sectors; or

          (ii) all or part of a media, marketing or advertising business.

     (C)  The company in which voting shares are acquired or the business all or
          part of which is acquired recorded a net profit before extraordinary
          and exceptional items in its most recent complete financial year.
          However, a company or business which does not or cannot satisfy this
          requirement either because it has been unprofitable or because it has
          not produced separate accounts will still fall within the definition
          of "Permitted Acquisition" if either:

          (i)  the value of the Consideration for that company or business, when
               aggregated with the value of the Consideration for all other
               companies and businesses which have previously fallen within this
               exception and not subsequently been excluded from this limit by
               virtue of the next but one sentence, amounts to US$15,000,000 (or
               its equivalent in other currencies) or less; or

<PAGE>

                                       11

          (ii) in the case only of a business which has not produced separate
               accounts, the Parent provides evidence satisfactory to an
               Instructing Group that the business has been profitable for at
               least a year.

          If circle.com is acquired and it does not satisfy the requirement of
          this paragraph (C), the consideration for its acquisition will be
          excluded from the US$15,000,000 aggregate limit referred to in
          paragraph (i) and it will not need to satisfy paragraph (ii). A
          company or business which falls within the definition of

          "Permitted Acquisition" by virtue of paragraph (i) above will be
          excluded from the US$15,000,000 aggregate limit referred to in
          paragraph (i) with effect from the first date on which its audited
          accounts do show a net profit before extraordinary and exceptional
          items for a complete financial year or, in the case of a business
          which did not produce separate accounts before its acquisition, from
          the first date on which the Parent provides evidence satisfactory to
          an Instructing Group that that business has been profitable for a
          complete financial year.

     (D)  All necessary consents, licences and approvals to the acquisition have
          been obtained and are in full force and effect.

     (E)  No Termination Event or Potential Termination Event will have occurred
          and continue to exist after the acquisition has been completed.

     (F)  If the acquisition involves a partnership and requires that a member
          of the Group be a general partner subject to unlimited liability, such
          general partner shall be the company which was previously the general
          partner and which was so acquired, a newly established special purpose
          Subsidiary or an existing Subsidiary which is not, at the time of the
          acquisition, a Material Subsidiary and will not become one immediately
          after the completion of that acquisition.

     (G)  The total Consideration for the acquisition will not exceed or will
          not be projected to exceed US$200,000,000 (or its equivalent in other
          currencies).

     (H)  The acquisition does not result, whether through the issue or transfer
          of shares in consideration or otherwise, in a breach of clause 18.1(E)
          or in any member of the Group ceasing to be one.

     "Permitted Investments" means any and all of the following:

     (A)  Cash and cash equivalent investments (as that term is defined by
          Generally Accepted Accounting Principles).

<PAGE>

                                       12

     (B)  Investments existing at the date of this Agreement which have been
          disclosed in the Disclosure Letter.

     (C)  Loans or other credit facilities made available to directors, officers
          and employees of any member of the Group in an aggregate amount not
          exceeding the sum of (i) such loans and credit facilities disclosed in
          the Disclosure Letter; and (ii) US$10,000,000 (or its equivalent in
          other currencies).

     (D)  Investments which constitute Permitted Acquisitions.

     (E)  Loans and other credit facilities to customers or suppliers of any
          member of the Group made available in the ordinary course of trading
          and not exceeding US$10,000,000 (or its equivalent in other
          currencies) in aggregate.

     (F)  Seller financing notes in connection with disposals by any member of
          the Group not exceeding US$25,000,000 (or its equivalent in other
          currencies) in aggregate.

     (G)  The creation of new wholly-owned subsidiaries of the Parent, whether
          the shares are issued for cash or otherwise.

     (H)  Further investments (whether in cash or otherwise) in companies which
          are already, at the date of that further investment, Subsidiaries of
          the Parent.

     (I)  The formation of any new company in which a third party also has
          shares (whether the contribution by the relevant member of the Group
          to the new company is cash or other assets) provided this does not
          result in a breach of clause 18.1(E) or in a member of the Group
          ceasing to be one.

     (J)  Capital expenditure in the ordinary course of business.

     (K)  The acquisition of a new headquarters building for the Group or the
          site for it.

     (L)  In addition to the investments referred to in paragraphs (A) to (K)
          above, further investments up to a maximum of US$25,000,000 (or its
          equivalent in other currencies) in aggregate.

<PAGE>

                                       13

     "Plan" means, at any time, an employee pension benefit plan (other than a
     Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
     minimum funding standards under Section 412 of the Internal Revenue Code
     and either (i) is maintained, or contributed to, by any member of the ERISA
     Group for employees of any member of the ERISA Group or (ii) has at any
     time within the preceding five years been maintained or contributed to, by
     any person which was at such time a member of the ERISA Group for employees
     of any person which was at such time a member of the ERISA Group.

     "Potential Termination Event" means an event or state of affairs which is
     mentioned in Clause 19.1 but which has not become a Termination Event
     because a period has not elapsed or a notice has not been given in each
     case as specified in Clause 19.1.

     "Press Release" means the first public announcement dated 20th February,
     2000 by the Parent in connection with the Acquisition.

     "Qualifying Bank" means a bank which, at the time when it becomes a Lender,
     is resident for tax purposes in either:

     (A)  a country which has concluded a double tax treaty with France
          offering, subject to satisfaction of certain conditions, a withholding
          tax exemption on interest payments; or

     (B)  France.

     "Rate Fixing Date" means in relation to LIBOR or EURIBOR the day on which
     quotes are customarily taken for deposits in the currency of the amount
     concerned in the London or European inter-bank market for delivery on the
     first day of the period to which that rate of interest is to apply.

     "Reference Banks" means, initially, the principal London or Paris offices
     of Morgan Guaranty Trust Company of New York and Societe Generale and
     subsequently the principal London or Paris offices of two further banks to
     be appointed by the Arrangers following consultation with the Borrowers'
     Agent. The Agent, following consultation with the Borrowers' Agent and the
     Lenders, may replace a "Reference Bank" with another Lender or an Affiliate
     of a Lender. This replacement will take effect when notice is delivered to
     the Borrower's Agent and the Lenders.

     "Regulation U" shall mean Regulation U of the Board of Governors as from
     time to time in effect and all official rulings and interpretations
     thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board of Governors as from
     time to time in effect and all official rulings and interpretations
     thereunder or thereof.

     "Repayment Date" means the date falling 364 days after the date of this
     Agreement. If that date is not a Business Day the "Repayment Date" will
     instead be the preceding Business Day.

<PAGE>

                                       14

     "Reservations" means the reservations contained in paragraph 8 of the legal
     opinion of Slaughter and May and in paragraph 7 of the legal opinion of
     Davis Polk & Wardwell referred to in paragraph 7 of Schedule 3.

     "Screen Rate" means in relation to LIBOR the rate shown on Telerate page
     3750 or, in the case of EURIBOR, Telerate page 248. The Agent may nominate
     a reasonable alternative page or source of screen rate if these pages cease
     to display averages of rates for inter-bank deposits offered by leading
     banks in London (in the case of LIBOR) or Europe (in the case of EURIBOR).

     "Security" means security of any type created or existing over any asset.
     "Security" will also include retention of title arrangements, rights to
     retain possession and any arrangement providing a creditor with a prior
     right to an asset, or its proceeds of sale, over other creditors in a
     liquidation.

     "Snyder" means Snyder Communications Inc.

     "Subsidiary" means a subsidiary as described in section 736, and a
     subsidiary undertaking as described in section 258, of the Companies Act
     1985. Where this expression is used in relation to a subsidiary of the
     Parent, it shall not, for so long as the Parent owns or controls directly
     or indirectly less than a majority of the voting shares of Media Planning
     and unless otherwise specifically provided, include Media Planning or any
     of Media Planning's Subsidiaries.

     "TARGET" means Trans-European Automated Real-Time Gross Settlement Express
     Transfer payment system.

     "TARGET Day" means any day on which TARGET is open for the settlement of
     payments in euro.

     "Termination Event" has the meaning described in Clause 19.1.

     "Third Stage" means the third stage of European economic and monetary union
     pursuant to the Treaty establishing the European Community (as amended from
     time to time).

     "Total Commitments" means the aggregate of the Commitments of all the
     Lenders.

     "Tracking Stock" means the stock of Snyder which tracks the performance of
     circle.com designated as "Snyder Communications Inc. - circle.com Common
     Stock".

     "Transfer Certificate" means a certificate substantially in the form set
     out in Schedule 7, substantially in the form (if different) of the then
     current transfer certificate of the Loan Market Association or any other
     form agreed between the Agent and the Parent.

<PAGE>

                                       15

     "Transfer Date" means, in relation to a transfer, the later of:

     (A)  the proposed Transfer Date specified in the Transfer Certificate; and

     (B)  the date on which the Agent executes the Transfer Certificate.

     "Unfunded Liabilities" means, with respect to any Plan at any time, the
     amount (if any) by which (i) the value of all benefit liabilities under
     such Plan, determined on a plan termination basis using the assumptions
     prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii)
     the fair market value of all Plan assets allocable to such liabilities
     under Title IV of ERISA (excluding any accrued but unpaid contributions),
     all determined as of the then most recent valuation date for such Plan, but
     only to the extent that such excess represents a potential liability of a
     member of the ERISA Group to the PBGC or any other person under Title IV of
     ERISA.

     "Year 2000 Matter" means the matter of whether the performance or
     functionality of Information Technology is, has been or will be affected by
     dates prior to, during or after the year 2000 and in particular (but
     without limitation) whether:

     (A)  no value for current date causes, has caused or will cause any
          interruption in operation;

     (B)  date-based functionality behaves, has behaved and will behave
          consistently for dates prior to, during and after the year 2000;

     (C)  in all interfaces and data storage, the century in any date is, has
          been and will be specified either explicitly or by unambiguous
          algorithms or inferencing rules; and

     (D)  the year 2000 is and will be recognised as a leap year.

1.2 Interpretation of certain references

     Unless a contrary intention is indicated:

     (A)  References to Clauses and Schedules are to Clauses of, and the
          Schedules to, this Agreement. References to paragraphs are to
          paragraphs in the same sub-Clause. References to sub-paragraphs are to
          sub-paragraphs in the same paragraph.

     (B)  References to other documents include those documents as they may be
          amended.

     (C)  References to times are to London time.

<PAGE>

                                       16

     (D)  References to assets are to present and future assets.

     (E)  References to "US$" and "dollars" are to U.S. dollars.

     (F)  References to fees or expenses include any value added tax on those
          fees or expenses.

1.3  Headings

     All headings and titles are inserted for convenience only. They are to be
     ignored in the interpretation of this Agreement.

1.4  Calculations

     Interest and commitment fee will be calculated using the following formula:

     I =  D  x R x A
         ---
          Y

     Where:

     I  = interest or commitment fee accrued

     D = the number of days in the period for which the interest or commitment
     fee is to be calculated, including the first day but excluding the last day

     R = the rate of interest or commitment fee, expressed as a fraction

     A = the amount on which interest or commitment fee is being calculated

     Y = 360.

     Interest and commitment fee will be treated as accruing uniformly over each
     period on a daily basis. In some cases "R" or "A" may change during a
     period for which interest or commitment fee is to be calculated. In this
     case the interest or commitment fee will be calculated for successive
     periods and then aggregated. These successive periods will be the periods
     during which "R" and "A" were constant.

1.5  Reimbursements

     If a party wishes to claim reimbursement of any amount to which it is
     entitled it will deliver a demand to the reimbursing party. This will set
     out the losses, expenses or other amounts to be reimbursed. It must also
     specify the currency of reimbursement. Save in the case of manifest error,
     the reimbursing party agrees to pay those amounts to the party entitled to
     them no later than two Business Days after the receipt of the certificate
     by the reimbursing party. Where there is an outstanding Termination Event
     which has not been waived or where a Mandatory Prepayment Event has
     occurred, payment will instead be due on receipt of this certificate.

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                                       17

1.6  Impact of the introduction and operation of the euro

     Market practice relating to the inter-bank deposit market, the method and
     timing of rate fixing and the calculation of interest may change during the
     Third Stage. As a result, it may differ from the method of rate fixing and
     the calculation of interest prescribed under the terms of this Agreement.
     In this event, the Agent may notify the Borrowers' Agent and the Lenders of
     the amendments to this Agreement which are required or reasonably desirable
     to reflect and conform to these changes. The amendments may provide for the
     use of London inter-bank market offered rates or inter-bank market offered
     rates from a wider European market (or, in either case, screen rates
     reflecting these offered rates). They may also change, among other things,
     the rate fixing time or date, the definition of "Business Day" and "Rate
     Fixing Date" and any elements of the formula set out in Clause 1.4. The
     amendments set out in the Agent's notice will take effect on the later of
     the date specified in the notice and the date not less than 10 Business
     Days after the date of that notice. The amendments will not apply to
     interest which is computed by reference to any period starting before the
     date the amendments take effect. This clause may, in appropriate
     circumstances, be invoked more than once.

<PAGE>

                                       18

PART II : THE FACILITY

2.   The Facility

2.1  Amount and nature

     The Facility is a 364 day US$400,000,000 multicurrency term loan facility
     under which Advances may be made by the Lenders to the Borrowers.

2.2  Purpose

     The Borrowers agree to use the proceeds of the Facility as follows:

     (A)  To finance or refinance part of the following: the consideration for
          the purchase of stock options in connection with the Acquisition;
          approximately US$180,000,000 of existing borrowings of Snyder; and
          costs and expenses in connection with the Acquisition.

     (B)  To finance Permitted Acquisitions and for the general corporate
          purposes of the Group.

2.3  Availability

     The Borrowers may borrow under the Facility subject to the following
     limitations:

     (A)  No borrowings may be made until the Agent has received all the items
          listed in Part I of Schedule 3 in a form satisfactory to it.

     (B)  Borrowings will be limited to US$150,000,000 until the Agent has
          received all the items in Parts I and II of Schedule 3 in a form
          satisfactory to it.

2.4  Expiry of availability

     The Borrowers may not borrow under the Facility after the Commitment Expiry
     Date. Any part of the Facility not drawn by the Commitment Expiry Date will
     be automatically cancelled.

3.   The Lenders and the Obligors

3.1  Rights and obligations

     The rights and obligations of each Lender under the Finance Documents are
     separate and independent from the rights and obligations of each other
     Lender. A Lender may take proceedings against any Obligor on its own
     without joining any other Lender to those proceedings.

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                                       19

3.2  Failure to perform

     If a Lender fails to perform its obligations, the Borrowers will have
     rights solely against that Lender. The obligations of the Obligors to the
     Agent, the Arrangers and the other Lenders will not be affected by this
     failure.

3.3  Participations

     The participation of a Lender in an Advance will be calculated using the
     following formula:

     P =  C x A
          -
          F

     where:

     P = the participation of that Lender in the Advance

     C = the Available Commitment of that Lender on the Advance Date

     F = the aggregate Available Commitments of all the Lenders on the Advance
     Date

     A = the amount of the Advance

     The Agent may round participations upwards or downwards to the nearest unit
     of currency.

3.4  Borrowers' obligations

     The obligations of each Borrower under this Agreement are separate and
     independent from the obligations of each other Borrower. This Clause does
     not affect the obligations of any Borrower as Guarantor under the
     Guarantee.

3.5  Borrowers' Agent

     Each Obligor irrevocably authorises and instructs the Borrowers' Agent on
     its behalf as agent to give and receive all notices and to take all other
     action (including the giving of consents, the signing of certificates, the
     signing of any Designation Agreement which requires to be executed for the
     purpose of this Agreement and the acceptance of any proposal) as may be
     necessary or desirable in connection with the Facility or this Agreement.
     Each Obligor confirms that it will be bound by any such Designation
     Agreement and by any other action taken by the Borrowers' Agent under or in
     connection with the Facility or this Agreement.

<PAGE>

                                       20

3.6  Additional Guarantors

     (A)  Requirement of Lenders: Those Lenders who wish any Material Subsidiary
          (a "Relevant Subsidiary") which appears on a list delivered pursuant
          to Clause 16.1(iv) and which is not already a Guarantor to be added as
          a guarantor will give notice of that wish to the Agent, which will
          inform the other Lenders. Those Lenders who, after completion of the
          Acquisition, wish any of the following Subsidiaries of Snyder (also a
          "Relevant Subsidiary"):

          -    American Students List Co. Inc.
          -    Blau Marketing Technologies, Inc.
          -    Broadwell Marketing Group, Inc.
          -    Media Syndication Global, Inc.
          -    National Sales Services, Inc.
          -    Natural Intelligence, Inc.
          -    Response Marketing Group, LLC
          -    Snyder Marketing Services, Inc.
          -    Sampling Corporation of America
          -    Snyder Direct Services, Inc.
          -    Tsunami Consulting Group, Inc.
          -    Arnold Communications, Inc.

          to be added as a guarantor will give notice of that wish to the Agent,
          which will inform the other Lenders. If, within 30 days after delivery
          to the Agent of a notice under this paragraph (A) or of a list under
          Clause 16.1(iv), an Instructing Group gives notice to the Agent that
          it wishes any Relevant Subsidiary to be added as a guarantor, the
          Agent will give notice of that wish to the Borrowers' Agent.

     (B)  Documentation: Within 30 days after delivery to the Borrowers' Agent
          of the notice under paragraph (A), the Borrowers' Agent will deliver
          the following to the Agent:

          (i)  written legal advice satisfactory to the Agent from a firm of
               lawyers satisfactory to the Agent specifying whether and, if so,
               the extent to which the Relevant Subsidiary is permitted by law
               to assume obligations under the Guarantee; and

<PAGE>

                                       21

          (ii) (a)  if the Relevant Subsidiary is not incorporated in France, a
                    Designation Agreement in the form set out in Part I of
                    Schedule 6, duly executed by the Parent and the Relevant
                    Subsidiary under which the Relevant Subsidiary assumes
                    obligations under this Agreement and the Guarantee to the
                    extent that this is legally permissible; or

               (b)  if the Relevant Subsidiary is a company incorporated in
                    France, a Designation Agreement in the form set out in Part
                    II of Schedule 6, duly executed by the Parent and the
                    Relevant Subsidiary under which the Relevant Subsidiary
                    assumes obligations under this Agreement to the extent that
                    this is legally permissible and a new guarantee,
                    substantially in the form set out in Schedule 9, duly
                    executed by the Relevant Subsidiary.

          The Agent will as soon as reasonably practical then sign and deliver
          the Designation Agreement and the new guarantee (as applicable) on
          behalf of all the Lenders.

3.7  Lenders' representation regarding Margin Stock

     Each lender represents to the Agent and each of the other Lenders that it
     in good faith is not relying upon any Margin Stock as collateral in the
     extension or maintenance of the credit provided for in this Agreement.

4.   Fees and Expenses

4.1  Upfront fee

     The Parent agrees to pay an upfront fee to the Lenders. The amount of this
     fee and the timing of payment are described in a letter from the Arrangers
     to the Parent dated the same date as this Agreement. This fee will be
     retained by the Arrangers and/or shared amongst the Lenders in accordance
     with the agreement between the Arrangers and each Lender.

4.2  Agency fee

     The Parent agrees to pay an agency fee to the Agent. The amount of this fee
     and the timing of payment are described in a letter from the Agent to the
     Parent dated the same date as this Agreement.

<PAGE>

                                       22

4.3  Reimbursement of initial expenses

     The Arrangers and the Agent have incurred and will incur expenses in
     connection with the arrangement of the Facility. The Parent agrees to
     reimburse each of the Arrangers and the Agent for the amount of these
     expenses which are reasonably incurred. They include the legal fees
     incurred in the negotiation, preparation and signature of the Finance
     Documents.

4.4  Commitment fee

     A commitment fee will accrue on the undrawn and uncancelled amount of the
     Commitment of each Lender. This fee will accrue on a daily basis from the
     date of this Agreement until the Commitment Expiry Date. The rate of the
     fee on any day will be 50% of the Margin. The Parent agrees to pay the fee
     to the Agent for each Lender in arrear at quarterly intervals and on the
     Commitment Expiry Date.

4.5  Documentary taxes

     This sub-Clause applies if any registration fee, stamp duty or other
     documentary tax is required to be paid on or in connection with a Finance
     Document, any document referred to in or contemplated by a Finance Document
     or any judgment obtained in connection with a Finance Document. It also
     applies if a fee, duty or tax is payable in order for any of these
     documents to be valid, binding and enforceable or for any of them to be
     admitted as evidence in Court. In these circumstances the Parent agrees to
     pay the fee, duty or tax together with any interest or penalty for late
     payment where the late payment is not caused by the Agent or any Arranger
     or Lender. Alternatively, the Agent or a Lender may make the payment. If it
     does so, the Parent agrees to reimburse the Agent or that Lender for the
     amount paid and the losses and expenses incurred as a result of the
     payment.

4.6  Protection of rights

     An Arranger, the Agent or a Lender may incur expenses in protecting,
     preserving or enforcing its rights under a Finance Document. The Parent
     agrees to reimburse that Arranger, or as the case may be, the Agent or that
     Lender for the amount of these expenses.

5.   Cancellation

5.1  Voluntary cancellation

     The Borrowers' Agent may cancel, without penalty, the whole, or part only,
     of the Total Commitments by giving notice to the Agent. This notice will
     take effect 10 days after it is received by the Agent unless a later date
     is specified in the notice. In that case the notice will take effect on the
     specified date. The Borrower's Agent may only cancel a part of the Total
     Commitments which is a minimum amount of US$10,000,000 and an integral
     multiple of US$5,000,000.

<PAGE>

                                       23

5.2  Effect of cancellation

     The Borrowers may not borrow any part of the Total Commitments which has
     been cancelled or which is the subject of a notice of voluntary
     cancellation. The Commitments of the Lenders will be reduced by an
     aggregate amount equal to the reduction of the Total Commitments. Each
     Lender's Commitment will be reduced in the same proportion.

<PAGE>

                                       24

PART III : DRAWING, INTEREST AND REPAYMENT

6.   Advance of Funds

6.1  Notice to the Agent

     Whenever a Borrower wishes to borrow under the Facility, the Borrowers'
     Agent will deliver a notice to the Agent. This notice must be substantially
     in the form set out in Schedule 4. The notice must specify the following:

     (A)  The amount to be borrowed.

     (B)  The Borrower which is to make the borrowing.

     (C)  The length of the first Interest Period.

     (D)  The currency of the borrowing.

     (E)  The date of the borrowing. In the case of an Advance denominated in
          dollars the date must be no sooner than three Business Days after the
          date the Agent receives the notice and in the case of an Advance
          denominated in any Optional Currency, the date must be no sooner than
          five Business Days after the date the Agent receives the notice. For
          this purpose if the Agent receives the notice on a day which is not a
          Business Day or after 10.00 a.m. on a Business Day, it will be treated
          as having received the notice on the following Business Day.

6.2  Limitations on Advances

     (A)  Limitations:

          The following limitations apply to Advances:

          (i)  No Advance may exceed the uncancelled and undrawn amount of the
               Facility. This limitation will be applied as at the Advance Date.
               For this purpose, any part of the Facility which is subject to a
               notice of voluntary cancellation will be treated as cancelled and
               any Advance in an Optional Currency will be taken at its Original
               Dollar Amount. In addition, if any other requests are outstanding
               for Advances to be made on or before the proposed date of the
               newly-requested Advance, all Advances to which those requests
               relate will be deemed to be outstanding.

<PAGE>

                                       25

          (ii)  An Advance in dollars must be a minimum of US$10,000,000 and an
                integral multiple of US$5,000,000 or be the uncancelled and
                undrawn amount of the Facility. An Advance in an Optional
                Currency must be either:

                (a) the equivalent of US$10,000,000 (converted at the Exchange
                    Rate) or a greater amount and, in any case, a round amount
                    in that currency agreed with the Agent; or

                (b) the uncancelled and undrawn amount of the Facility.

          (iii) The Advance Date must be a Business Day before the Commitment
                Expiry Date and at least three Business Days (or, if the first
                Advance is to be denominated in an Optional Currency, five
                Business Days) after the Facility has become available under
                Clause 2.3(A).

          (iv)  The first Interest Period of the Advance must comply with Clause
                8.

          (v)   Clause 6.2(D) applies.

          (vi)  If the Advance is not to be in dollars, Clause 7 applies.

     (B)  Splitting existing Advances: The Borrowers' Agent may give notice to
          the Agent that, with effect from the first day of a new Interest
          Period which would otherwise apply to an existing Advance, it wishes
          that Advance to be split into two or more Advances. This notice must
          be received by no later than the tenth Business Day before the first
          day of that Interest Period. The limitations in Clause 6.2(A)(ii), (v)
          and (vi) apply to the new Advances resulting from the split and the
          limitation in Clause 6.2(C) also applies. If the Agent receives any
          such notice which complies with the requirements of this paragraph
          (B), the requested new Advances will come into existence on the first
          day of the relevant new Interest Period.

     (C)  Number of Advances: The maximum number of Advances that may be
          outstanding at any one time is ten.

          For this purpose, as at any Advance Date:

          (a)  any Advance due to be repaid on any Advance Date will be treated
               as having been repaid on that Advance Date; and

          (b)  any other Advance due to be made on the Advance Date will be
               treated as having been made; and

          any existing Advance due to be split into two or more new Advances on
          the first day of an Interest Period will be treated as having been
          split on that first day.

<PAGE>

                                      26


     (D)  Euro units: Each Advance in euro will be recorded as denominated in
          euro units. This does not affect the denomination of any payment
          relating to that Advance (subject to Clause 12.3).

6.3  Notice to the Lenders

     The Agent agrees to provide details of the notice of borrowing to each
     Lender by no later than 5.00 p.m. on the third Business Day before the
     relevant Advance Date or, in the case of an Advance which the relevant
     Borrower has requested be denominated in an Optional Currency, by no later
     than 5.00 p.m. on the fifth Business Day before the relevant Advance Date.
     These details will also include the amount of the Lender's participation in
     the relevant Advance. In the case of an Advance which is requested in euro,
     amounts will be expressed in dollars since the equivalent amount in euro
     will not have been determined by then.

6.4  Conditions to borrowing

     The Lenders will be obliged to make an Advance to a Borrower only if:

     (A)  the relevant Facility is available in accordance with Clause 2;

     (B)  a properly completed and signed notice of borrowing has been received
          by the Agent in accordance with Clause 6.1;

     (C)  the representations deemed repeated in Clause 15.2 are true on the
          Advance Date;

     (D)  there is no outstanding Termination Event or Potential Termination
          Event on the Advance Date which has not been waived; and

     (E)  a Mandatory Prepayment Event has not occurred on or before the Advance
          Date.

6.5  Obligation to advance funds

     If the requirements of this Clause are satisfied, each Lender agrees to
     advance its participation in the relevant Advance to the relevant Borrower.
     The Advance will be made on the date specified in the relevant notice of
     borrowing.

6.6  Consequences of an Advance not being made

     If a notice of borrowing is delivered but no Advance is made the Lenders
     may incur losses and expenses as a result. The losses and expenses may
     include those incurred in liquidating or otherwise utilising amounts
     borrowed by the Lenders to fund the Advance. They may also include losses
     and expenses incurred in terminating commitments relating to the funding or
     incurred in hedging open positions resulting from the Advance not being
     made. The Parent agrees to reimburse each Lender for the amount of these
     losses and expenses, excluding loss of margin. This sub-Clause does not
     apply if the Advance is not made by reason of a default of a Lender or the
     Agent.

<PAGE>

                                      27

7.   Currency Option

7.1  Request for Optional Currency

     This Clause applies if a notice of borrowing specifies euro. In this case
     the Advance requested will be made in euro if all the conditions set out in
     this Clause 7 are satisfied. This does not affect the other provisions of
     this Agreement.

7.2  Request for re-advance in an Optional Currency

     This Clause also applies if the Borrowers' Agent, on behalf of any
     Borrower, delivers or is deemed to deliver a request to the Agent that the
     whole or part of an existing Advance or one resulting from a split under
     Clause 6.2(B):

     (A)  is re-advanced on the first day of the next Interest Period relating
          to that Advance in an Optional Currency (being currently denominated
          in dollars); or

     (B)  is maintained in the same Optional Currency as that in which it is
          currently denominated on the first day of the next Interest Period
          relating to that Advance.

     A request under this sub-Clause must be set out in a notice of re-advance
     delivered to the Agent by 10.00 a.m. on the fifth Business Day before the
     first day of the next Interest Period relating to the Advance in question.
     For this purpose, if the Agent receives the notice on a day which is not a
     Business Day or after 10.00 a.m. on a Business Day, it will be treated as
     having received the notice on the following Business Day. If the Agent does
     not receive a notice of re-advance by 10.00 a.m. on the fifth Business Day
     before the first day of the next Interest Period relating to an Advance,
     the Borrowers' Agent will be deemed to have delivered to the Agent a notice
     of re-advance specifying that that Advance is to be maintained in the same
     currency as in the current Interest Period. Any reference in this Clause to
     a notice of re-advance includes any notice which has been deemed delivered
     under this sub-Clause. The Agent agrees to provide details of each notice
     of re-advance received or deemed received by the Agent to each Lender by no
     later than 10.00 a.m. on the fourth Business Day before the date of the
     relevant re-advance. These details will also include the amount of the
     Lender's participation in each re-advance. The Borrowers may make no more
     than ten requests in any twelve month period pursuant to this Clause 7.2 in
     respect of Advances.

<PAGE>

                                      28

7.3  Non-availability of Optional Currency

     A Lender (an "Affected Lender") may notify the Agent that:

          (i)  it is unable to make its participation in an Advance requested in
               a notice of borrowing available in euro for the requested
               Interest Period; or

          (ii) it is unable to make its participation in a re-advance requested
               in a notice of re-advance available in euro for the requested
               Interest Period.

     Each of the following applies if this notice is received by the Agent by
     5.00 p.m. on the third Business Day before the day the Advance is due to be
     made:

     (A)  The Affected Lender will not be obliged to make its participation in
          the Advance or re-advance available in euro. Instead the Affected
          Lender agrees to make the participation available in dollars.

     (B)  The amount the Affected Lender is required to advance will be the
          Original Dollar Amount of the participation it would otherwise have
          been required to make available in euro.

     (C)  The Agent agrees to notify the Borrowers' Agent and the other Lenders
          of the receipt of the notice from the Affected Lender. This
          notification will be made by 10.00 a.m. on the second Business Day
          before the day the Advance or re-advance is due to be made.

7.4  Impracticality of drawing in Optional Currency

     An Advance which was to have been made in an Optional Currency requested in
     a notice of borrowing, or a re-advance which was to have been made in an
     Optional Currency requested in a notice of re-advance, will not be required
     to be made if all the following are true:

     (A)  An event described in Clause 7.5 occurs.

     (B)  The Agent notifies the Borrowers' Agent of this event and states that,
          as a result, the Advance or re-advance (as applicable) cannot be made
          in the Optional Currency.

     (C)  The notice from the Agent is received by the Borrowers' Agent by 9.00
          a.m. on the date the Advance or re-advance is due to be made.

     The Agent agrees to deliver a notice under this sub-Clause if it is
     instructed by an Instructing Group to do so. For the purposes of this sub-
     Clause an Advance or re-advance will be treated as being made in an
     Optional Currency even if part of it was due to be made in dollars by
     virtue of Clause 7.2.

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                                      29

7.5  Events making drawing in Optional Currency impractical

     An event referred to in Clause 7.4 occurs if both:

     (A)  there are changes in national or international financial, political or
          economic conditions or in currency exchange rates or exchange
          controls; and

     (B)  these changes would, in the opinion of the Agent, make it
          impracticable for the Advance or re-advance (as applicable) to be
          denominated in the Optional Currency.

7.6  Repayment and re-advances

     This sub-Clause applies if the whole or part of an existing Advance is the
     subject of a notice of re-advance described in clause 7.2. If this sub-
     Clause applies, the Borrower to which the Advance relates will repay the
     whole of the existing Advance in the currency in which it has been
     denominated during the current Interest Period. Provided that this
     repayment is received, the Lenders will (subject to the other provisions of
     this Agreement) advance the Equivalent Amount of the Original Dollar Amount
     of each part of the existing Advance which is being maintained or re-
     advanced. This sub-Clause will not apply if:

     (A)  the whole of an existing Advance is to be maintained in the same
          Optional Currency; and

     (B)  the mean of the Agent's spot buying and selling rates for the exchange
          of dollars and that Optional Currency at or about 10 a.m. on the third
          Business Day in the case of an Advance denominated in dollars and on
          the fifth Business Day in the case of an Advance denominated in an
          Optional Currency before the first day of the next Interest Period has
          changed by less than five per cent. from the rate calculated by the
          Agent when that Advance was last advanced or re-advanced. The Agent
          will notify the Borrowers' Agent if this is the case by no later than
          noon on the day on which it makes the exchange rate calculation.

7.7  Use of Advances

     If the Agent and a Borrower agree, the Agent may apply any sum advanced or
     re-advanced by the Lenders to that Borrower under Clause 7.6 to purchase,
     on that Borrower's account, some or all of the amount due to be repaid by
     that Borrower to the Lenders under Clause 7.6. The amount purchased will
     then be applied in or towards that repayment. The Agent will not be liable
     to any party for the terms on which a purchase is made under this sub-
     Clause.

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                                      30

7.8  Interim Periods

     (A)  If:

          (i)  the whole or any part of an Advance is to be denominated from the
               first day of an Interest Period (the "Second Interest Period") in
               a different currency from the currency in which it has been
               denominated during the preceding Interest Period (the "First
               Interest Period"); and

          (ii) the last day of the First Interest Period is not a day which is a
               Business Day for payments in each of the two currencies
               concerned,

          then that Advance will continue to be denominated in the currency in
          which it has been denominated during the First Interest Period (the
          "former currency") for a further five Business Days from the last day
          of the First Interest Period or such later day which is a Business Day
          for payments in both those currencies (that period being the "Interim
          Period"). The Second Interest Period will start on that day.

     (B)  Each Interim Period will be treated as an Interest Period and the rate
          of interest in respect of it will be calculated in accordance with
          Clause 8.5.

     (C)  Interest under this sub-Clause will:

          (i)   accrue from (and including) the first day of the Interim Period
                to (but excluding) the last day of that Interim Period;

          (ii)  be due and payable by the Borrower to which the Advance relates
                on the last day of each Interim Period; and

          (iii) be paid in the former currency.

8.   Interest

8.1  Interest Periods

     Each Advance will have a first Interest Period commencing on its Advance
     Date. Subsequent Interest Periods in respect of an Advance will commence on
     the last day of the preceding Interest Period of that Advance.

8.2  Duration of Interest Periods

     Each Interest Period must be a period of 1, 3 or 6 months or any other
     period which the Agent (acting on the instructions of all the Lenders) may
     agree in writing. This does not apply to an Interim Period under Clause
     7.8.

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                                      31

8.3  Selection of Interest Periods

     (A)  Advances: The Borrowers' Agent may select the first Interest Period
          for an Advance in its notice of borrowing. By no later than 10.00 a.m.
          on the third Business Day in the case of an Advance denominated in
          dollars and on the fifth Business Day in the case of an Advance
          denominated in an Optional Currency before the first day of each
          subsequent Interest Period the Borrowers' Agent must notify the Agent
          of the duration of that Interest Period.

     (B)  Failure to select: When the Borrowers' Agent does not select an
          Interest Period in accordance with paragraph (A), the Interest Period
          will be three months or such other period as will comply with this
          Clause 8.

     (C)  Syndication: Notwithstanding the provisions of paragraph (A) and (B)
          above, all Interest Periods commencing prior to 31st July, 2000 (or
          such earlier date as the Arrangers shall notify the Borrowers' Agent
          that syndication of the Facility has been completed) shall be for a
          period of one month or such other period as may be agreed between the
          Borrowers' Agent and the Lenders listed in Schedule 1.

8.4  Adjustment of Interest Period

     (A)  An Interest Period will end on the last Business Day of a calendar
          month if it is for a number of complete months and either:

          (i)  it commenced on the last Business Day of a calendar month; or

          (ii) it commenced on a day for which there is no corresponding day in
               the month in which it is due to end.

     (B)  This paragraph applies when an Interest Period for an Advance would
          otherwise include the Repayment Date. In this case that Interest
          Period will end on the Repayment Date.

     (C)  Any Interest Period which would otherwise end on a day which is not a
          Business Day will be extended to the next Business Day, unless that
          day falls in another calendar month. Where it is in another calendar
          month the Interest Period will end on the preceding Business Day.

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                                      32

8.5  Rate of interest

     The rate of interest applicable during any Interest Period applying to an
     Advance will be:

     (A)  in respect of an Advance in dollars, a rate per annum equal to LIBOR
          for dollars for that Interest Period plus the Margin plus the Costs
          Rate; and

     (B)  in respect of an Advance in euro, a rate per annum equal to EURIBOR
          for that Interest Period plus the Margin plus the Costs Rate.

8.6  Payment of interest

     Each Borrower agrees to pay interest accrued on each Advance made to it in
     arrear on the last day of each Interest Period applying to that Advance.
     Where the Interest Period is longer than 6 months, the relevant Borrower
     also agrees to pay interest accrued on the day 6 months after the first
     date of that Interest Period.

8.7  Taux Effectif Global

     In order to comply with the provisions of articles L313-1 and L313-2 (the
     "Articles") of the French consumer code (Code de la consommation), the
     effective global rate ("Taux Effectif Global") calculated in accordance
     with the Articles is as set out in a letter dated the date of this
     Agreement from the Agent to the Borrowers substantially in the form set out
     in Schedule 10, which letter forms an integral part of this Agreement.

9.   Repayment

     Each Borrower agrees to repay all amounts of the Loan outstanding from it
     on the Repayment Date.

10.  Prepayment

10.1 Optional prepayment

     The Borrowers' Agent may give notice that a Borrower will repay the whole
     or part of the Loan on any day prior to the Repayment Date. This notice
     must state:

     (A)  the date of repayment, which will be at least 10 days after the notice
          is received by the Agent; and

     (B)  the amount to be repaid, which will be a minimum of US$10,000,000 and
          an integral multiple of US$5,000,000 or the whole of the Loan.

     The relevant Borrower agrees to make the repayment in accordance with the
     notice. Clause 11.6 applies to any repayment under this sub-Clause.
     Otherwise, the prepayment can be made without penalty.

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                                      33

10.2 Mandatory prepayment in part

     (A)  Obligation to prepay: Each Borrower agrees to prepay the Loan in
          accordance with this sub-Clause.

     (B)  Circumstances in which obligation to prepay arises: The Borrowers will
          be obliged to prepay under this sub-Clause in each of the following
          circumstances:

          (i)  Following the disposal of any assets by any member of the Group
               (a "Disposal Prepayment"). This does not apply to the following
               disposals:

               (a)  A disposal for a consideration other than cash or the
                    equivalent of cash.

               (b)  A disposal of obsolete or waste assets.

               (c)  A disposal of cash equivalent investments for cash.

               (d)  A disposal of the stock in trade in the ordinary course of
                    business.

               (e)  A disposal from one member of the Group to another member of
                    the Group.

               (f)  A transaction which involves any one of the following:

                    (1)  the sale of the land and building at 40 quai de Dion
                         Bouton and the liquidation of its present owner, SNC
                         Square Leon Blum SA (the "Owner");

                    (2)  the acquisition by a member of the Group of the shares
                         in the Owner which are currently held by Chevrotine de
                         Participation SA ("Chevrotine") followed by the sale of
                         all the shares in the Owner;

                    (3)  the acquisition of Chevrotine followed by the sale of
                         either all the shares in the Owner or all the shares in
                         Chevrotine;

                    (4)  the sale to Chevrotine of the shares in the Owner
                         currently held by the Group.

               (g)  In addition to those described in (a) to (f) above, any
                    disposal or series of related disposals realising Net
                    Disposal Proceeds of US$15,000,000 or less or its equivalent
                    in any other currency.

          (ii) Following the raising of funds by any member of the Group,
               whether by way of an issue of securities or by way of loan,

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                                      34


               in the international equity or debt capital markets (a "New Issue
               Prepayment"). This does not apply to the following:

               (a)  Any issue of equity or debt to another member of the Group
                    or a loan by one member of the Group to another member of
                    the Group or the issue of American Depository Receipts which
                    is to be made by the Parent in connection with, and as
                    consideration for, the Acquisition.

               (b)  Any bilateral borrowing from a bank.

     (C)  Amount of mandatory prepayment: The amount the Borrowers are obliged
          to prepay under this sub-Clause will be as follows:

          (i)  In the case of a Disposal Prepayment, an amount equal to the Net
               Disposal Proceeds. Where any sum is deducted from Net Disposal
               Proceeds pursuant to the definition of that expression in Clause
               1.1 and has not been applied or contractually committed to be
               applied or carried to a tax reserve (properly provided for in
               accordance with Generally Accepted Accounting Principles) to be
               applied:

               (a)  In the case of an item in paragraphs (A) to (D) of that
                    definition, in meeting the cost, liability or tax referred
                    to in those paragraphs within the period of six months after
                    the disposal, it shall on the expiry of that six month
                    period, be added to the Net Disposal Proceeds and will be
                    treated as arising on that date.

               (b)  In the case of an item in paragraph (D) of that definition,
                    in meeting the cost referred to in that paragraph within the
                    period of three months after the disposal, it shall on the
                    expiry of that three month period, be added to the Net
                    Disposal Proceeds and will be treated as arising on that
                    date unless, before the expiry of that three month period,
                    the Parent provides reasonable evidence that the amount
                    deducted from the Net Disposal Proceeds will be used to meet
                    that cost within the further period of three months starting
                    on the expiry of the first period (the "Extended Period").
                    In that case, if and to the extent that that cost has not
                    been met by the deducted sum at the expiry of the Extended
                    Period, the sum deducted will be added to the Net Disposal
                    Proceeds and will be treated as arising on that date.

          (ii) In the case of a New Issue Prepayment, an amount equal to the Net
               New Issue Proceeds.

     (D)  Mandatory Prepayment Account: Net Disposal Proceeds will be paid
          within ten Business Days after they arise, and Net New Issue

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                                      35

          Proceeds will be paid within five Business Days after they arise into
          a separate blocked account in the Borrowers' Agent's name with Morgan
          Guaranty Trust Company of New York, London branch (the "Mandatory
          Prepayment Account"). The Borrower's Agent will, if so requested by an
          Instructing Group, grant the Agent a first fixed charge on the
          Mandatory Prepayment Account in a form which is satisfactory to the
          Agent (acting reasonably). The Borrowers' Agent shall not be entitled
          to withdraw sums standing to the credit of the Mandatory Prepayment
          Account other than in order to make a prepayment in accordance with
          the provisions of this Clause 10.2. Any amounts standing to the credit
          of the Mandatory Prepayment Account which are to be applied in making
          a prepayment shall be paid direct from the Mandatory Prepayment
          Account to the Agent. Interest will accrue on amounts standing to the
          credit of the Mandatory Prepayment Account at a rate which is in line
          with market rates then prevailing for deposits of a similar kind.

     (E)  Timing of mandatory prepayment: Amounts prepayable under this sub-
          Clause will become due for prepayment, and will be paid out of the
          Mandatory Prepayment Account, on the last days of Interest Periods for
          Advances in such a way as to ensure that the Loan is prepaid as early
          as possible but that each Advance is prepaid on the last day of an
          Interest Period for it.

10.3 Mandatory prepayment in full

     (A)  Obligation to prepay: The Borrowers agree to prepay the whole of the
          Loan in accordance with this sub-Clause.

     (B)  Circumstances in which obligation to prepay arises: The Borrowers will
          be obliged to prepay under this sub-Clause if any member of the Group
          receives, after the date of this Agreement, a notice or notices of the
          exercise of a put option or put options requiring it to buy shares in
          any company or group of companies (whether already members of the
          Group or not) at a cash price which, when aggregated with any amounts
          already paid or due to be paid by any member of the Group in respect
          of put options for the same company or group of companies, is in
          excess of US$100,000,000 (or its equivalent in other currencies). The
          receipt of the notice which results in this limit being exceeded is a
          Mandatory Prepayment Event.

     (C)  Timing of mandatory prepayment: On the occurrence of a Mandatory
          Prepayment Event, the amount prepayable under this sub-Clause will
          become due for prepayment immediately.

     (D)  Cancelling of Facility: On the occurrence of a Mandatory Prepayment
          Event in accordance with this sub-Clause, the Available Commitment of
          each Lender will be automatically cancelled on that date.

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                                      36

10.4 No reborrowing

     Except as provided in Clause 7, no Advance which is repaid may be
     reborrowed.

10.5 No other prepayment

     The Borrowers may not repay the Loan early except in the manner permitted
     or required by this Agreement.

<PAGE>

                                      37

PART IV : CHANGES OF CIRCUMSTANCES AND PAYMENTS

11.  Changes of Circumstances

11.1 Illegality

     (A)  Notice: Each Lender agrees to notify the Borrowers' Agent if it
          believes it is or will be acting illegally in relation to the
          Facility. The illegality may relate to the performance of the Lender's
          obligations, the maintenance of the Facility or the Lender's funding
          arrangements.

     (B)  Cancellation and prepayment: If a Lender delivers a notice of
          illegality, the Commitments of that Lender will be cancelled on the
          date of that notice. Each Borrower agrees to repay the participation
          of that Lender in each Advance on the last day of the Interest Period
          of that Advance during which the notice is received, unless that
          Lender certifies that, because of a legal requirement applicable to
          that Lender, it must be repaid earlier. In this event the Borrowers
          agree to repay the participation on the earlier date (or dates)
          specified by the Lender. Clause 11.6 applies to any cancellation or
          repayment under this sub-Clause.

11.2 Increased costs

     (A)  Types of increased costs:  This sub-Clause applies where all of (i),
          (ii) and (iii) are true:

          (i)  Either:

               (a)  there is a change in a legal or other requirement applicable
                    to a Lender Group Company or a change in its interpretation
                    or application; or

               (b)  a Lender Group Company complies with a direction or request
                    of an authority which has power or influence over the
                    activities of that Lender Group Company.

          (ii) As a result, any of the following occurs:

               (a)  a Lender Group Company incurs an expense;

               (b)  a Lender Group Company's effective return from the Facility
                    or on its overall capital is reduced;

               (c)  any amount payable to a Lender Group Company is reduced; or

               (d)  a Lender Group Company does not recover an amount which
                    would otherwise have been paid to it.

               No account will be taken of tax on the overall net income of a
               Lender, or a Lender Group Company, in the country in which it has
               its principal office or the office through which it is acting for
               the purposes of this Agreement. No account

<PAGE>

                                      38

                will also be taken of any costs, losses, liabilities or
                reductions to the extent to which a Lender is compensated by the
                Costs Rate.

          (iii) The losses, reductions and expenses arising as a result are
                wholly or partly attributable to the Facility or the
                arrangements made by a Lender in connection with the Facility.

     (B)  Notice:  Each Lender agrees to notify the Borrowers' Agent through the
          Agent if it becomes aware that this sub-Clause applies.

     (C)  Payment of additional amounts: The Parent agrees to reimburse each
          Lender for the losses, reductions and expenses described in paragraph
          (A)(ii) which are attributable to the Facility.

     (D)  Prepayment: If a Lender delivers a notice of increased costs the
          Borrowers' Agent may deliver a notice of repayment to that Lender. The
          Borrowers agree to prepay the participation of that Lender in each
          Advance three Business Days after the Lender receives this notice.
          Clause 11.6 applies to this repayment.

11.3 Market disruption

     (A)  Nature of market disruption:  This sub-Clause applies if any of (i),
          (ii), (iii) or (iv) is true:

          (i)   The Agent believes that there are no reasonable means to
                ascertain LIBOR or EURIBOR because of circumstances in the
                London or the European inter-bank market. This determination may
                only be made after consultation with the Reference Banks.

          (ii)  Lenders with Commitments exceeding 50% of the Total Commitments,
                or with participations exceeding 50% of the Loan, notify the
                Agent that they believe that LIBOR or EURIBOR would not reflect
                fairly the cost to them of funding an amount outstanding under
                this Agreement.

          (iii) LIBOR or EURIBOR cannot be determined because fewer than three
                Reference Banks provide quotations.

          (iv)  Lenders with Commitments exceeding 50% of the Total Commitments,
                or with participations exceeding 50% of the Loan, notify the
                Agent that they are unable to fund their participation in the
                Loan in the London or European inter-bank market.

     (B)  Notice:  The Agent agrees to notify the Borrowers' Agent and the
          Lenders if this sub-Clause applies.

     (C)  Alternative interest rate arrangements: If the Agent delivers a notice
          of market disruption each of the following applies:

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                                      39

          (i)   The Borrowers' Agent may notify the Agent that a proposed
                Advance should not be made. This notice must be received by the
                Agent not later than 5.00 p.m. on the Rate Fixing Day applicable
                to the first day of the first Interest Period of that Advance.
                In this case:

                (a) that Advance will not be made; and

                (b) the Parent agrees to reimburse those Lenders which have
                    arranged funding for that proposed Advance in accordance
                    with Clause 6.6.

          (ii)  The means of determining the rates of interest applicable to the
                Facility will be suspended. Instead the Borrowers agree to pay
                interest to the Lenders in the manner requested by the Agent. A
                request by the Agent may specify periods to be used for the
                computation of interest. It must also specify the rate of
                interest to apply for a period. This rate will be the rate
                determined by the Agent to reflect the cost to each Lender of
                funding for the period plus the Margin plus the Costs Rate. In
                order to assist the Agent in this determination each Lender
                agrees to provide to the Agent any information which the Agent
                may request. If this information is received by the Agent within
                any time period specified by the Agent it will be taken into
                account by the Agent in making its determination.

          (iii) The Borrowers and the Agent will negotiate the terms of an
                alternative arrangement for determining a rate of interest for
                the Facility. The negotiations will be carried on in good faith.
                Neither party is bound to continue the negotiations after the
                date 30 days after the Borrowers' Agent receives the Agent's
                notice. If Agreement is reached and if it is approved by all the
                Lenders the rate of interest will be determined in accordance
                with the Agreement. Sub-paragraph (i) will not apply to the
                extent that it is expressly excluded by this Agreement.

          (iv)  If the circumstances described in paragraph (A) cease to apply
                the Agent will notify the Borrowers' Agent and the Lenders. The
                notice will specify the transitional arrangements proposed by
                the Agent. The Borrowers agree to pay interest to the Lenders in
                the manner described in this notice unless a different
                arrangement is agreed by the Agent and the Borrowers' Agent and
                approved by all the Lenders. In this case the Borrowers agree to
                pay interest to the Lenders in the manner agreed.

     (D)  Prepayment: If this sub-Clause applies, the Borrowers' Agent may
          deliver a notice of repayment to the Agent. The Borrowers agree to
          prepay the Loan three Business Days after the Agent receives this
          notice. Clause 11.6 applies to this repayment.

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                                      40

11.4 Withholdings

     (A)  Withholdings and deductions: This sub-Clause applies if an Obligor is
          required by law to make a payment under a Finance Document net of a
          withholding or deduction. It also applies if the Agent is required by
          law to make a payment to a Lender under a Finance Document net of a
          withholding or deduction.

     (B)  Notice: Each Obligor agrees to notify the Agent if it becomes aware
          that this sub-Clause applies. The Agent agrees to notify the Obligors
          and the Lenders if it becomes aware that this sub-Clause applies to
          any payments to be made by it.

     (C)  Grossing up: Each Obligor agrees to increase the amount of any payment
          which is subject to a withholding or deduction. This applies both
          where the withholding or deduction is required on the payment by the
          Obligor itself and where it is required on the payment by the Agent to
          the Lenders. As a result of this increase the person entitled to the
          payment will be entitled to receive the same amount it would have
          received if there had been no withholding or deduction. In the case of
          a payment by an Obligor which is incorporated in France to or for the
          account of a Lender, this sub-clause (C) will only apply if that
          Lender is a Qualifying Bank.

     (D)  Payment of tax: Each Obligor agrees to pay to the appropriate
          authority all amounts withheld or deducted by it. If a receipt or
          other evidence of payment can be issued, Obligors agree to deliver
          this to the Agent as soon as practicable.

     (E)  Prepayment: If an Obligor or the Agent delivers a notice of
          withholding or deduction the Borrowers' Agent may deliver to the Agent
          a notice of repayment. This notice may relate to any part of the Loan
          which is subject (or the interest on which is subject) to the
          withholding or deduction. The Borrowers agree to prepay the Loan (or
          the part of it which is affected) three Business Days after the Agent
          receives this notice. Clause 11.6 applies to this repayment.

     (F)  Tax credits:  This paragraph applies if:

          (i)   any Obligor pays an additional amount under this sub-Clause (a
                "Tax Payment");

          (ii)  a Lender effectively obtains a refund of tax, or obtains and
                uses a credit against tax, by reason of the Tax Payment or the
                withholding or deduction that gave rise to the Tax Payment (a
                "Tax Credit"); and

          (iii) that Lender is able to identify the Tax Credit as being
                attributable to the Tax Payment or such withholding or
                deduction.

<PAGE>

                                      41

          In this case the Lender agrees to reimburse to the Obligor the amount
          that the Lender reasonably determines in good faith to be the
          proportion of the Tax Credit which will leave the Lender (after that
          reimbursement) in no better or worse position than it would have been
          in if the Tax Payment had not been required. Each Lender will be
          entitled to arrange its tax affairs in whatever manner it thinks fit.
          No Lender is obliged to disclose any information regarding its tax
          affairs or computations to any Obligor.

11.5 Taxes etc on a Lender

     This sub-Clause applies if any Lender or the Agent on its behalf is liable
     to pay any tax or other amount on or by reference to any sum payable to it
     under a Finance Document or any payments made by it pursuant to any
     contractual document relating to its participation under this Agreement
     entered into in the initial syndication phase for the Facility. The
     Obligors agree to reimburse that Lender or the Agent for that liability.
     This sub-Clause does not however apply where the liability is for tax on
     the net income of a Lender or the Agent which is imposed by the
     jurisdiction in which its principal office or the office through which it
     is acting for the purpose of this Agreement is situated.

11.6 Prepayment

     This sub-Clause applies if any Borrower is obliged to repay the Loan or any
     part of it under this Clause or Clause 10 or Clause 19.2. In this event the
     Borrower agrees to pay on the date repayment is due interest accrued on the
     Loan (or the amount to be repaid) up to that date. If the date repayment of
     an Advance is due is not the last day of its Interest Period, the Borrower
     will reimburse each affected Lender for the losses and expenses that Lender
     has incurred, or will incur, as a result, excluding loss of margin. These
     losses and expenses may include those incurred in liquidating or otherwise
     utilising amounts borrowed by that Lender to fund any Advance. They may
     also include losses and expenses incurred in hedging open positions
     resulting from the repayment.

11.7 Mitigation

     This sub-Clause does not affect the obligations of the Borrowers under
     Clauses 11.1(B), 11.2(C), 11.4 or 11.5. If any of Clauses 11.1, 11.2, 11.4
     or 11.5 applies to a Lender that Lender and, if relevant, the Agent will
     take reasonable steps (in the case of Clause 11.1) to try to mitigate the
     effect of the circumstances giving rise to the illegality or (in the case
     of the other sub-Clauses) to try to reduce the amounts payable by the
     Borrowers under the relevant sub-Clause. Neither the Lender nor the Agent
     will, however, be obliged to do anything which in its reasonable opinion
     would or might have an adverse economic effect on it or which would or
     might be contrary to general banking practice.

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                                      42

12.  Payments

12.1 Method and timing of payments

     All payments under the Finance Documents must be made in immediately
     available and freely transferable funds. Each payment must be for value on
     the due date.

12.2 Currency of payment

     Each Advance is to be advanced and repaid in the currency in which it is
     denominated. Interest on an Advance is to be paid in the same currency as
     the Advance. All other payments are to be made in dollars, unless this
     Agreement specifies a different currency.

12.3 Payments in euro

     Each payment by the Agent in euro will be made in euro rather than national
     currency units, unless the Agent notifies the recipient otherwise. This
     does not affect the rights of any party under any applicable law to make
     euro payments in national currency units or receive euro payments credited
     to its account in national currency units. The Agent will not be liable for
     any failure to make payments on their due date arising from any failure in
     any cross-border euro payment system. In addition, Clause 20.8 will apply.

12.4 Payments through the Agent

     (A)  Normal arrangements: All payments by any Obligor or by a Lender under
          this Agreement will be made through the Agent. Each dollar payment
          will be made to the account of the Agent with Morgan Guaranty Trust
          Company of New York, New York, Account Name "MGT NY-Del" (SWIFT
          MGTCUS33EOD), account number 001 39 968, Attention: European
          Operations Group. Each non-dollar payment will be made to an account
          of the Agent. The details of this account will be notified to the
          payer by the Agent. The Agent will pay on an amount received as soon
          as the Agent has ascertained that it has been received.

     (B)  Alternative arrangements: If the Agent believes that it is, or will
          be, illegal or impossible for it to pay on to a Lender in accordance
          with paragraph (A), it agrees to notify the Borrowers' Agent and that
          Lender. In this case the Borrowers' Agent and that Lender may agree
          alternative arrangements for payments to be made to that Lender.
          Paragraph (A) will not apply to the extent excluded by those
          alternative arrangements. That Lender agrees to provide notice of the
          arrangements to the Agent and will notify the Agent of payments in
          accordance with Clause 14.1.

12.5 Payments to the Borrower

     Each payment by the Agent to a Borrower will be made to the account
     specified by the Borrowers' Agent in writing to the Agent.

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                                      43

12.6 Payments to the Lenders

     Each payment by the Agent to a Lender will be made to the account of that
     Lender notified to the Agent for this purpose.

12.7 Change of account

     A Borrower or a Lender may change any of its receiving accounts by not less
     than five Business Days' notice to the Agent (in the case of a Borrower, by
     the Borrowers' Agent). The Agent may change any of its receiving accounts
     by not less than five Business Days' notice to the Borrowers' Agent and the
     Lenders.

12.8 Refunding of payments by the Agent

     This sub-Clause applies if the Agent makes a payment out in the mistaken
     belief that it has received or will receive an incoming payment on a
     particular day. In this case the person which received the payment from the
     Agent agrees to return it. It will also reimburse the Agent for all losses
     and expenses incurred by the Agent as a result of the payment. This sub-
     Clause does not affect the rights of the person which received the payment
     against the person which failed to make the payment to the Agent.

12.9 Non-Business Days

     If a payment would be due on a non-Business Day the payment obligation will
     be deferred to the next Business Day, unless that day is in another
     calendar month. Where it is in another calendar month that payment
     obligation will be brought forward to the previous Business Day.

     Interest and commitment fee will be adjusted accordingly.

<PAGE>

                                      44

12.10 Payment in full

      All payments by any Obligor will be made in full and without set off or
      counterclaim. No payment will be made net of a withholding or deduction,
      unless this is required by law. In this event Clause 11.4 applies.

12.11 Set-off

      If an Obligor owes money under a Finance Document the person to whom it is
      owed may set off this obligation against any moneys owed by that party to
      that Obligor. The moneys owed by that party may be in a different
      currency, arise on a separate transaction or involve another branch. This
      sub-Clause applies only if there is an outstanding Termination Event or if
      a Mandatory Prepayment Event has occurred. Where amounts are in different
      currencies the person to whom money is owed under a Finance Document may
      convert amounts into the same currency using the then current exchange
      rate. If a Lender sets off an obligation under a Finance Document, that
      Lender agrees to notify the Agent promptly. The notice will provide
      details of the amount set off.

13.   Late Payment

13.1  Default interest

      The Obligors agree to pay interest on all amounts unpaid under a Finance
      Document after their due date for payment. This interest will be computed
      by reference to successive periods selected by the Agent. The first of
      these periods will start on the due date for payment of the unpaid amount.
      The rate of interest applicable during each of these periods will be a
      rate per annum equal to 2% plus LIBOR (or, as the case may be, EURIBOR)
      for that period plus the Margin plus the Costs Rate. This interest will be
      paid in arrear on the last day of each of these periods and on the date of
      payment of the unpaid amount. Interest will be due under this sub-Clause
      both before and after judgment.

13.2  Indemnity

      If any Obligor fails to make a payment on the due date the Obligors agree
      to reimburse the person entitled to the payment for the losses and
      expenses (including loss of profit) that person incurs, or will incur, as
      a result. The computation of these losses and expenses will take into
      account any amount received under Clause 13.1. The person claiming
      reimbursement will take reasonable steps to minimise the losses or
      expenses it so incurs.

<PAGE>

                                      45
14.  Sharing among Lenders

14.1 Notice

     If an amount due to a Lender (the "Recipient") under a Finance Document is
     discharged other than by payment through the Agent, the Recipient agrees to
     notify the Agent. This may occur because of the exercise of a right of set-
     off, by virtue of a combination of accounts or because of a voluntary or
     involuntary payment by the Obligors direct to that Recipient. The
     notification will provide details of the amount discharged and will be
     delivered no later than 10 Business Days after the discharge.

14.2 Determination by the Agent

     Where a Lender has issued a notice under Clause 14.1 the Agent will
     determine what payments, if any, are due under Clause 14.4. This
     determination will be made on the basis of the information contained in all
     the notices delivered to the Agent under Clause 14.1. The determination
     will be notified to the Obligors.

14.3 Litigation

     In determining the amount due under Clause 14.4 no account will be taken of
     an amount due to a Lender which has declined to participate in legal
     proceedings which resulted in the payment described in Clause 14.1. This
     only applies if that Lender could have joined in the proceedings or could
     have instituted its own proceedings, but failed to do so.

14.4 Payment to the Agent

     The Recipient agrees to pay to the Agent an amount calculated as follows:

                                P = D x (X - Y)

     where

          P = the amount payable to the Agent

          D = the aggregate amount due to the Recipient out of which an amount
              has been discharged

          X = the fraction of D which has been discharged

          Y = the fraction which has been discharged, if any, of the aggregate
              amount due to the Lender which has the greatest proportion of that
              amount still outstanding.

     This amount will be paid no later than five Business Days after receipt of
     a notice from the Agent under Clause 14.2.

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                                      46

14.5 Obligations of the Borrowers and the Guarantors

     Any amount due to the Recipient which would otherwise have been discharged
     as described in Clause 14.1 will be treated as not having been discharged
     to the extent of an amount which is or will be payable under Clause 14.4 as
     a result. Accordingly the Obligors agree to pay this amount to the
     Recipient as if it had not been discharged. This payment is required to be
     made whether or not the Agent has issued a determination under Clause 14.2.

14.6 Distribution

     The Agent agrees to distribute to the Lenders the amount received by it
     under Clause 14.4 as if that amount had been received from the Borrowers in
     discharge of an amount due under the Agreement. The Borrowers will then be
     treated as having paid that amount.

14.7 Recovery

     This sub-Clause applies if an amount discharged as described in Clause 14.1
     is recovered from, or is required to be repaid by, the Recipient. In this
     case each Lender which received the benefit of a payment made under Clause
     14.4 agrees to repay to the Recipient the amount it received. Each of these
     Lenders will also reimburse the Recipient for any interest or other losses
     or expenses which the Recipient has incurred in connection with the
     discharged amount or its recovery or repayment. The rights and obligations
     of the parties shall be restored to the position before any payment became
     due under Clause 14.4.

<PAGE>


                                      47

PART V : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS

15.  Representations

15.1 Initial representations

     Each Obligor confirms that each of the following is true:

     (A)  Legal status: It is a company duly incorporated and validly existing
          under the laws of the place of its incorporation as specified in this
          Agreement.

     (B)  Corporate powers: It has power to own its assets and conduct its
          business as it is now being conducted. It also has power to sign and
          deliver those of the Finance Documents to which it is party and those
          of the Merger Documents to which it is party and to exercise its
          rights and perform its obligations under those Finance Documents and
          Merger Documents.

     (C)  Authorisations: The signature and delivery of those of the Finance
          Documents to which it is party and those of the Merger Documents to
          which it is party on its behalf and the exercise of its rights and the
          performance of its obligations under those Finance Documents and
          Merger Documents and in relation to the Acquisition have been duly
          authorised.

     (D)  Binding obligations: Those of the Finance Documents and Merger
          Documents to which it is party have been duly signed and delivered by
          it. Its obligations described in those Finance Documents to which it
          is party are, subject to the Reservations, its valid, binding and
          enforceable obligations in accordance with their terms.

     (E)  Legality and contraventions: The signature and delivery of those of
          the Finance Documents and the Merger Documents to which it is party on
          its behalf and its exercise of rights and performance of obligations
          under those Finance Documents and the Merger Documents:

          (i)   are not prohibited by law, regulation or order or by its
                constitutional documents;

          (ii)  in the case of the Finance Documents, do not require any
                approval, filing, registration or exemption or, if any approval,
                filing, registration or exemption is required, it has been
                obtained and remains in full force and effect; and

          (iii) are not prohibited by, and do not constitute an event of default
                under, and do not result in an obligation to create Security
                under, any document or arrangement to which it is a party.

     (F)  Ranking of obligations: Its obligations under the Finance Documents
          will rank at least pari passu in right and priority of

<PAGE>

                                      48

          payment with all its other present and future unsecured and
          unsubordinated indebtedness (actual or contingent).

     (G)  Borrowing limit: The borrowing of the full amount available under this
          Agreement will not cause any limitation on the powers to borrow of any
          Borrower or on the powers to give guarantees of any Guarantor (with
          the limitations applicable pursuant to Clause 2.3 of the Guarantee) or
          the powers of their respective directors to be exceeded.

     (H)  No Termination Event: No Termination Event or Potential Termination
          Event has occurred and remains unremedied or unwaived.

     (I)  No Mandatory Prepayment Event:  No Mandatory Prepayment Event has
          occurred.

     (J)  Accounts: The audited consolidated financial statements of the Parent
          for the years 1998 and 1999 together with their notes were prepared in
          accordance with Generally Accepted Accounting Principles consistently
          applied and present a true and fair view of the Group's financial
          condition and operations at the date to, and for the period for, which
          they were drawn up. For the purpose of those financial statements,
          "Group" includes Media Planning and its Subsidiaries.

     (K)  Stamp Duty: No stamp, registration or similar tax is payable, and no
          filing or registration is required, in connection with the execution,
          performance or enforcement of any Finance Document, other than the
          stamp duty provided by Sections 899-4/o/ and 897 of the French General
          Tax Code.

     (L)  Litigation: No member of the Group is involved in any court or
          arbitration proceedings nor is it aware that any proceedings of this
          kind are being considered or threatened by any other person which if
          adversely determined would have a Material Adverse Effect. For this
          purpose "Group" includes Media Planning and its Subsidiaries.

     (M)  No default: No member of the Group is in breach of any law (including
          environmental law), order, regulation, agreement or arrangement
          applicable to it or any of its assets which in any such case could
          have a Material Adverse Effect. For this purpose, "Group" includes
          Media Planning and its Subsidiaries.

     (N)  Change in financial condition: There has been no change in the
          financial condition, businesses or operations of the Parent or the
          Group since 31st December, 1999 which has had or is reasonably likely
          to have a Material Adverse Effect. For this purpose, "Group" includes
          Media Planning and its Subsidiaries.

     (O)  Security: No Security securing the payment of money exists at the date
          of this Agreement over any of the assets of the Obligors and the
          Material Subsidiaries except Security falling within Clauses

<PAGE>

                                      49

          18.1(C)(i) and other Security which has been disclosed in the
          Disclosure Letter.

     (P)  Year 2000: None of the Obligors and no Material Subsidiary has
          experienced a material disruption to its business or operations as a
          result of Year 2000 Matters, no such disruption is expected and there
          is no fact or circumstances known to any of the Obligors likely to
          give rise to such disruption.

     (Q)  Winding Up: It is not aware of any proceedings that are current,
          pending or threatened for the winding up of any Obligor or any
          Material Subsidiary or Media Planning.

     (R)  Licences and Consents etc.: All material licences, consents and
          authorisations necessary for each Obligor and Material Subsidiary to
          conduct the business carried on by it have been obtained and are in
          full force and effect.

     (S)  Information:

          (i)    The projections for the Group following the completion of the
                 Acquisition supplied to the Arrangers on or before the date of
                 this Agreement have been prepared after taking due care and are
                 based on reasonable assumptions. For this purpose, "Group"
                 includes Media Planning and its Subsidiaries.

          (ii)   All information (other than forecasts and projections)
                 contained in the Information Memorandum was, at the date of the
                 Information Memorandum, true and accurate in all material
                 respects and all forecasts and projections contained in it have
                 been prepared after taking due care and are based on reasonable
                 assumptions. All that information does not omit to disclose any
                 matter failure to disclose which would result in the
                 information being misleading in any material respect as at the
                 date of the Information Memorandum.

          (iii)  All other information supplied on its behalf to either of the
                 Arrangers in connection with the Finance Documents was, on the
                 date supplied, true and accurate in all material respects. It
                 is not aware of any material facts or circumstances which have
                 not been disclosed to the Arrangers which might, if disclosed,
                 adversely affect the decision of a person considering whether
                 or not to lend to the Borrowers.

<PAGE>

                                      50

     (T)  Federal Reserve Regulations:

          (i)  Neither the Parent nor any of its Subsidiaries is engaged
               principally, or as one of its important activities, in the
               business of extending credit for the purpose of buying or
               carrying Margin Stock.

          (ii) No part of the proceeds of the Loan will be used, whether
               directly or indirectly, and whether immediately, incidentally or
               ultimately, for any purpose that entails a violation of, or that
               is inconsistent with, the provisions of the Regulations of the
               Board of Governors, including Regulation U or X. The Parent and
               its Subsidiaries will at no time acquire or hold any Margin Stock
               unless the Parent shall have delivered to the Agent evidence
               demonstrating to the satisfaction of the Agent that the credit
               extended hereunder will not violate Regulation U. This will not
               apply to the Parent's treasury stock, if any.

     (U)  Compliance with ERISA: The Obligors and each Material Subsidiary are
          substantially in compliance with the provisions of ERISA and those
          provisions of the Code applicable to the Plans which, at present,
          apply to it and has not incurred any material liability to the PBGC or
          any employee benefit pension plan under Title IV of ERISA.

     (V)  No investment Company: It is not an "investment company" within the
          meaning of the Investment Company Act of 1940 (as amended) of the
          United States of America.

15.2 Repetition

     All of the representations in Clause 15.1, except those in sub-Clauses (H),
     (K), (L), (M), (N), (P) and (R), will be deemed repeated by each Obligor on
     the first day of each Interest Period. This repetition will be with
     reference to the facts on that day. If on that day audited accounts for a
     period subsequent to the date referred to in Clause 15.1((J)) have been
     published, that sub-Clause will be treated as referring to the audited
     profit and loss accounts, audited balance sheets and audited cash flow
     statements contained in the then latest audited financial statements of the
     parties referred to in that sub-Clause.

15.3 Survival of representations

     Each of the representations made under this Agreement will survive the
     making of each Advance.


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                                       51

16.  Delivery of Information

16.1 Periodic reports

     The Parent agrees to deliver each of the following to the Agent as soon as
     they become available and, in any event, by the latest date indicated:

<TABLE>
<CAPTION>
     Document/Information                                                                 Latest Date
     --------------------                                                                 ------------
<S>                                                                                       <C>
     (i)   Annual audited consolidated accounts of the Group.  For                        120 days after the end
           this purpose, "Group" includes Media Planning and its                          of each financial year
           Subsidiaries.

     (ii)  Annual audited accounts of the Parent.                                         120 days after the end
                                                                                          of each financial year
     (iii) Half year audited consolidated accounts of the Group.
           For this purpose, "Group" includes Media Planning and its                      120 days after the end of the
           Subsidiaries.                                                                  first half of each financial year

     (iv)  (a)  A certificate with detailed computations confirming
                compliance with the financial covenant in Clause 17 and the               At the time of delivery of the
                Parent's best estimate of the Group's Financial Indebtedness, in          annual audited consolidated
                each case as at the relevant accounts date.  For this purpose,            accounts of the Group and the delivery
                "Group" includes Media Planning and its Subsidiaries.                     of the half year audited consolidated
                                                                                          accounts of the Group.

           (b)  A list of Material Subsidiaries at the date of the accounts
                which the list accompanies showing their country of
                incorporation or constitution.

     (v)   An opinion, signed by the auditors of the Group confirming                     At the time of delivery of the annual
           that the consolidated Group accounts comply with Generally                     and half year audited consolidated
           Accepted Accounting Principles.  For this purpose, "Group"                     accounts of the Group
           includes Media Planning and its Subsidiaries.
</TABLE>

     In each case the Parent agrees to deliver sufficient copies for the Agent
     and each Lender.


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                                       52

16.2 GAAP

     The Parent confirms and agrees that all accounts and financial statements
     to which Clauses 15.1(J) and 16.1 apply have been or will be prepared in
     accordance with French law and Generally Accepted Accounting Principles
     consistently applied.

16.3 Requests

     The Agent, acting reasonably, may request the Borrowers' Agent to deliver
     to the Agent information about any Obligor or member of the Group or their
     assets or business. The Borrowers' Agent agrees to deliver promptly to the
     Agent the requested information, unless the delivery of the information to
     the Agent is prohibited by law. For this purpose, "Group" includes Media
     Planning and its Subsidiaries.

16.4 Termination Event

     Each Obligor agrees to notify the Agent immediately of the occurrence of a
     Termination Event or Potential Termination Event.

16.5 Mandatory Prepayment Event

     The Parent agrees to notify the Agent immediately of the occurrence of a
     Mandatory Prepayment Event.

16.6 Litigation

     Each Obligor agrees to notify the Agent as soon as it becomes aware that
     any proceedings of the kind described in Clause 15.1(L) are being
     threatened in writing by any person.

16.7 Information about Permitted Acquisitions

     If any member of the Group makes a Permitted Acquisition, the total
     Consideration for which exceeds US$15,000,000, the Parent will, as soon as
     reasonably practical after the acquisition, deliver to the Agent a
     certificate signed by the Chief Executive Officer (Finance), Chief
     Financial Officer or the Treasurer of the Parent containing the following:

     (A)  Details of the Consideration for that Permitted Acquisition.

     (B)  A confirmation that the acquisition satisfies all the conditions set
          out in the definition of Permitted Acquisition in Clause 1.1 and an
          explanation of how it does.


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                                       53

16.8 Change of accounting treatment

     (A)  This sub-Clause applies if there is a change in the manner in which
          the financial statements of the Group are prepared or in the
          accounting principles or standards applied in the preparation of those
          accounts.

     (B)  If this sub-Clause applies or will apply the Borrowers' Agent agrees
          to notify the Agent. The Borrowers' Agent and the Agent will then
          negotiate in good faith with a view to making any necessary changes to
          this Agreement to reflect the change described in paragraph (A).
          Neither party is bound to continue the negotiations after the date 30
          days after the Agent receives the Borrowers' Agent's notice.

     (C)  If this sub-Clause applies, and agreement is not reached under
          paragraph (B) above, the Parent agrees to deliver, with each
          certificate referred to in Clause 16.1(iv), a reconciliation (audited
          in the case of a certificate by the auditors). This reconciliation
          will show the amounts utilised for the computations required for the
          purposes of this Agreement as they would have been if no change had
          occurred. The amounts in this reconciliation will then be used for
          computations required for the purposes of this Agreement instead of
          the corresponding amounts in the certificates which would otherwise
          have been delivered under Clause 16.1(iv) based on the accounts then
          being prepared.

17.  Financial Covenant

17.1 Definitions

     (A)  In this Agreement:

          "Consolidated Group" means the Parent and all those companies whose
          accounts are consolidated with those of the Parent in the production
          of the financial statements referred to in Clause 16.1(i) and (iii).

          "EBITDA" for any period means the consolidated net profit of the
          Consolidated Group for that period:

          (i)   before deducting minority interests;

          (ii)  before taking into account all Extraordinary Items (whether
                positive or negative) but after taking into account all
                Exceptional Items (whether positive or negative);

          (iii) before deducting income tax in any relevant jurisdiction;

          (iv)  before deducting amortisation of goodwill and any costs incurred
                in relation to the Acquisition; to the extent that costs
                incurred in relation to the Acquisition are required to be
                expensed, they will be treated as Extraordinary Items;


<PAGE>

                                       54

          (v)    before deducting amortisation of goodwill in relation to any
                 other acquisition;

          (vi)   before taking into account Interest accrued during that period,
                 whether or not paid, deferred or capitalised during that
                 period;

          (vii)  before taking into account amortisation of financing costs
                 calculated in accordance with Generally Accepted Accounting
                 Principles during that period;

          (viii) after deducting any gain, and adding back any loss, relative to
                 book value arising on the sale, lease or other disposal of any
                 fixed assets during that period and after deducting any gain,
                 and adding back any loss, arising on revaluation of any fixed
                 assets during that period, in each case to the extent that it
                 would otherwise be taken into account;

          (ix)   before deducting depreciation; and

          (x)    after taking into account any dividends or capital
                 distributions received from any non-consolidated interests of
                 any member of the Consolidated Group.

     "Exceptional Items" has the meaning given to it by Generally Accepted
     Accounting Principles, but excluding any Extraordinary Items.

     "Extraordinary Items" has the meaning given to it by Generally Accepted
     Accounting Principles.

     "Interest" means interest and amounts in the nature of interest, whether
     payable or receivable.

     "Interest Expense" for any period means the Interest due and payable on an
     accruals basis during that period as an obligation of any member of the
     Consolidated Group (whether or not paid or capitalised during or deferred
     for payment after such period), but adjusted to take account of any amount
     receivable or payable on an accruals basis during that period by any member
     of the Consolidated Group (after deducting all taxes applicable to that
     Interest receivable) under interest rate or currency hedging Agreements or
     instruments.

(B)  (i)  All the terms defined in paragraph (A) are to be determined in
          accordance with the Generally Accepted Accounting Principles and are
          to be computed from the consolidated financial statements of the
          Consolidated Group, delivered pursuant to Clause 16.

     (ii) For the purposes of Clause 17.1 no item shall be deducted or credited
          more than once in any calculation.


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                                       55

17.2 Financial covenant

     Each Obligor agrees to ensure that the following financial covenant is
     complied with:

     The ratio of EBITDA to Interest Expense for the period ending on 30th June,
     2000 and the period ending on 31st December, 2000 will not be less than
     5:1.

     For this purpose:

     (i)   "period" means the 12-month period ending on each of 30th June and
           31st December, 2000;

     (ii)  EBITDA and Interest Expense for any period ending on 30th June, 2000
           will be the aggregate of the amount extracted from the financial
           statements for the half year then ended and the amount extracted from
           the financial statements for the previous full financial year minus
           the amount extracted from the financial statements for the half year
           which ended on the previous 30th June;

     (iii) there will be no requirements for any Obligor to comply with the
           above financial covenant as at 30th June 2000 if the Acquisition has
           not been completed by that date and no Advance has been made by that
           date;

     (iv)  if the Acquisition has not been completed by 30th June 2000 but an
           Advance has been made by that date, the financial statements from
           which the amounts for EBITDA and Interest Expense will be extracted
           for the purpose of the above financial covenant as at that date will
           be the consolidated financial statements of the Consolidated Group
           (taking no account of the Acquisition) delivered pursuant to Clause
           16;

     (v)   if the Acquisition has been completed by 30th June, 2000, EBITDA and
           Interest Expense for the period ending on that date will be the
           aggregate of:

           (a) those amounts for the Consolidated Group determined in accordance
               with paragraph (ii) above; and

           (b) the relevant amounts at 30th June, 2000 and for the twelve months
               ended 30th June, 2000, as closely as they can be determined,
               extracted from the consolidated financial statements of Snyder;

     (vi)  if the Acquisition has not been completed by 30th June, 2000 but has
           been completed by 30th September, 2000, EBITDA and Interest Expense
           for the period ending on 31st December, 2000 will be the aggregate
           of:


<PAGE>

                                       56

          (a)  those amounts for the Consolidated Group extracted from the
               financial statements for 2000; and

          (b)  the relevant amounts, as closely as they can be determined, for
               the six months ended 30th June, 2000, extracted from the
               consolidated financial statements of Snyder at that date;

    (vii) if the Acquisition has not been completed by 30th September, 2000 but
          has been completed by 31st December, 2000, EBITDA and Interest Expense
          for the period ending on 31st December, 2000 will be the aggregate of:

          (a)  those amounts for the Consolidated Group extracted from the
               financial statements for 2000; and

          (b)  the relevant amounts, as closely as they can be determined, for
               the nine months ended 30th September, 2000, extracted from the
               consolidated financial statements of Snyder at that date.

18.  General Covenants

18.1 Covenants

     Each Obligor or, where specified below, the Parent agrees as follows:

     (A)  Ranking of obligations: It will ensure that its obligations under each
          Finance Document rank and will at all times rank at least pari passu
          in right and priority of payment with all its other present and future
          unsecured and unsubordinated indebtedness, other than obligations
          applicable generally to companies incorporated in its jurisdiction of
          incorporation which have priority by operation of law.

     (B)  Legality of performance: It will exercise its rights and perform its
          obligations under the Finance Documents without contravention of
          applicable laws. If approvals are required, it will obtain and
          maintain them and will comply with their terms. It will also make any
          necessary filings.

     (C)  Negative pledge: It will not create or allow to exist (and will
          procure that no Material Subsidiary creates or allows to exist) any
          Security over any of its assets securing the payment of money. This
          prohibition does not, however, apply to the following:

          (i)  Security arising in the ordinary course of trading or by
               operation of law.

          (ii) Security existing at the date of this Agreement disclosed in the
               Disclosure Letter.


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                                       57

          (iii)  Security created with the prior consent of an Instructing
                 Group.

          (iv)   Security existing on the assets of a company which becomes a
                 Material Subsidiary by virtue of acquisition after the date of
                 this Agreement. This sub-paragraph does not apply to Security
                 created in contemplation of the company becoming a Material
                 Subsidiary.

          (v)    Any Security on any asset securing indebtedness incurred or
                 assumed for the purpose of financing all or part of the cost of
                 acquiring such asset (including construction cost and carrying
                 charges) or other related assets provided that in each case
                 such Security attaches to such asset, concurrently with or
                 within 90 days after the acquisition or completion of the
                 construction of such asset or related asset and does not secure
                 in principal more than the total cost.

          (vi)   Any Security arising out of the refinancing (or successive
                 refinancings) of any indebtedness secured by any Security
                 permitted by any of paragraphs (iv) and (v) above provided that
                 such indebtedness is not increased and is not secured by any
                 additional assets.

     (D)  Loans and Guarantees: It will ensure that all loans and other credit
          facilities (other than Permitted Investments) provided by any member
          of the Group to third parties and guarantees and indemnities provided
          after the date of this Agreement by any member of the Group to third
          parties in respect of the obligations of other third parties will not
          exceed US$25,000,000 (or its equivalent in other currencies) in
          aggregate. For this purpose "third party" excludes any company whose
          financial statements are, and includes any company whose financial
          statements are not, consolidated with those of the Parent. It will
          also ensure that loans and other credit facilities made available by
          any member of the Group to Media Planning and any of its Subsidiaries
          for so long as Media Planning's financial statements are consolidated
          with those of the Parent shall, unless otherwise agreed by an
          Instructing Group, be on terms that the proceeds are used for the
          ordinary financing requirements for the operation of the business of
          the borrower, that no part of the proceeds are on-lent to any other
          person and that the drawdown, interest, repayment and other terms are
          all on a commercial arms-length basis.

     (E)  Disposal of assets: It will not dispose of any of its assets. It will
          also procure that no member of the Group will dispose of any of its
          assets. This does not apply to:

          (i)  the application of cash;

          (ii) disposals in the ordinary course of trading;


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                                       58

          (iii)  disposals on an arm's length basis and on normal commercial
                 terms;

          (iv)   disposals to which an Instructing Group has agreed in writing;

          (v)    disposals of assets which are obsolete;

          (vi)   disposals of assets which are expressly permitted by other
                 provisions of this Agreement;

          (vii)  a disposal by one member of the Group to another member of the
                 Group; however, where the disposing company is an Obligor and
                 the acquiring company is not or where the Parent's direct and
                 indirect percentage equity interest in the acquiring company is
                 smaller than that in the transferring company, the disposal
                 must also fall within one or more of paragraphs (ii) to (vi)
                 above; or

          (viii) any Permitted Investment or Permitted Acquisition to the extent
                 that this involves a disposal which falls within one or more of
                 paragraphs (i) to (vi) above.

          For these purposes, a disposal by the Parent or any other member of
          the Group includes, without limitation, any of the foregoing:

          (a)    any sale, exchange or gift;

          (b)    any lease, other than merely an operating lease, or hire
                 purchase;

          (c)    the transfer of any beneficial interest by any means;

          (d)    any transaction by which the Parent's or that member's
                 percentage equity interest in another member of the Group is
                 reduced.

     (F)  Acquisitions: It will not (and will procure that no member of the
          Group will) after the date of this Agreement without the approval of
          an Instructing Group acquire or agree to acquire any business or part
          of any business or any company or shares in any company. This
          paragraph (F) does not apply to:

          (i)   the Acquisition;

          (ii)  Permitted Acquisitions; and

          (iii) Permitted Investments.


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                                       59

          It will also ensure that the aggregate Expenditure of the Group in
          relation to Permitted Acquisitions will not exceed $350,000,000 (or
          its equivalent in other currencies) as long as any put options are
          able to be exercised by third parties requiring a member of the Group
          to buy shares in any company or group of companies (whether already
          members of the Group or not), the exercise of which would require it
          to pay a cash price which, when aggregated with any amounts already
          paid or due to be paid by any member of the Group in respect of put
          options for the same company or group of companies, is in excess of
          US$100,000,000 (or its equivalent in other currencies).

          "Expenditure" for this purpose means:

          (i)  any cash payment, whether as part of the initial purchase price,
               any deferred purchase price, earn-out payments, payments under
               put or call options or other buy-out arrangements and related
               expenses or otherwise; and

          (ii) the assumption of debt.

     (G)  Nature of business: It will ensure that there is no material change in
          the nature of the business conducted by it and each Material
          Subsidiary at the date of this Agreement.

     (H)  Compliance with laws: It will comply and ensure that all Material
          Subsidiaries comply with all applicable laws and regulations, and the
          terms of all permits, authorisations and licences. This requirement
          includes, amongst all other things, all laws, regulations, permits,
          authorisations and licences relating to environmental and health and
          safety matters. It will not be a breach of this covenant if the
          failure to comply will not have a Material Adverse Effect.

     (I)  Insurance: It will maintain and will ensure that each member of the
          Group maintains insurance relating to its assets and activities
          against those risks and at those levels which are commercially
          prudent.

     (J)  Payment of taxes: It will pay, and will ensure that each Material
          Subsidiary pays, all taxes and similar obligations due to be paid by
          it, before any penalties or interest shall become due. It will not be
          a breach of this covenant if failure to pay such taxes or similar
          obligations will not have a Material Adverse Effect.


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                                       60

     (K)  Maintenance of existence: The Parent will cause all the Obligors and
          all Material Subsidiaries to maintain and preserve their existence and
          franchises. This paragraph (K) will not apply to a solvent winding-up,
          merger or other group reorganisation to the extent that the surviving
          entity of a solvent winding-up, merger or other group reorganisation
          involving an Obligor assumes the obligations of that Obligor.

     (L)  Investments: It will not make, and it will ensure that no member of
          the Group makes, any investment (as that term is recognised by
          Generally Accepted Accounting Principles) other than Permitted
          Investments. It will ensure that the maximum amount which the Group
          will invest in the acquisition, construction and fitting out of a new
          headquarters building for the Group will be US$150,000,000.

     (M)  Sale and leaseback transactions: It will not enter into any sale and
          leaseback transaction, and it will ensure that no member of the Group
          does so, unless such transaction falls within the definition of
          Financial Indebtedness in Clause 1.1.

     (N)  Restrictions on Financial Indebtedness: It will ensure that the
          aggregate Financial Indebtedness of the Group will not, at any time,
          exceed US$1,200,000,000 (or its equivalent in other currencies). For
          this purpose:

          (i)   "Group" includes Media Planning and its Subsidiaries;

          (ii)  the amount owing by a member of the Group in relation to a
                transaction falling within paragraph (D) of the definition of
                "Financial Indebtedness" in Clause 1.1 will be taken to be the
                net amount owing by that company;

          (iii) only the principal element of obligations (accounted for as such
                in accordance with Generally Accepted Accounting Principles) in
                respect of any finance lease to which a member of the
                Consolidated Group is a party as lessee will be taken into
                account under paragraph (E) of that definition;

          (iv)  no amount of Interest will be included; and

          (v)   indebtedness incurred for the purpose of acquiring a new
                headquarters building for the Group or the site for it (in
                accordance with paragraph (K) of the definition of Permitted
                Investments) will be excluded from the calculation of Financial
                Indebtedness if it is:

                (a) without recourse to any member of the Group other than a
                    company whose only activity is to own that site and
                    building; or


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                                       61

                (b)  subordinated to the Loan on terms satisfactory to an
                     Instructing Group.

     (O)  Syndication: The Parent will provide assistance to the Arrangers in
          connection with the syndication of the Facility, and in particular:

          (i)   will comply with all reasonable requests for information from
                potential syndicate members made through the Arrangers;

          (ii)  if necessary, will make senior management available for meetings
                with and presentations to potential syndicate members; and

          (iii) will assist in the preparation of an Information Memorandum, to
                be used in the syndication process.

     (P)  Use of Proceeds:  It will use the proceeds of the Loan only for the
          purposes set forth in Clause 2.2.

     (Q)  Compliance with ERISA: It will comply and will ensure that each member
          of the Group complies in all material respects with the provisions of
          ERISA and those provisions of the Code applicable to the Plans.

     (R)  Variation or waiver: The Parent will not, without the consent of the
          Arrangers, or following syndication, the Instructing Group:

          (a)   vary or waive any term of the Acquisition unless it is required
                by law or it is merely of a formal, minor or technical nature;

          (b)   treat any condition to the Acquisition as having been waived
                (unless it is a formal, minor or technical matter);

          (c)   offer any cash consideration to Snyder stockholders except for
                the purchase of stock options; or

          (d)   change the way in which the cash needed in connection with
                the Acquisition or the Merger is to be funded.

          In all these cases, the Parent will notify the Agent promptly of the
          action, where possible doing so before taking it. In the case of an
          action for legal reasons, the Parent will provide the Agent with a
          copy of the legal advice. This paragraph (R) does not apply to an
          amendment to the terms of the Acquisition as a result of which the
          Parent acquires the Tracking Stock in consideration of the issue of
          new shares in the Parent.


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                                       62

     (S)  Acquisition:  The Parent will keep the Agent promptly informed of all
          material developments in relation to the Acquisition.

18.2 Duration of covenants

          The obligations of the Obligors under Clauses 16, 17 and 18 will cease
          to have effect when the Facility has ceased to be available and there
          are no amounts outstanding from any Obligor under this Agreement.

19.  Termination Events

19.1 Termination Events

     Each of the following is a Termination Event:

     (A)  Non-payment: Any Obligor fails to pay an amount due under any Finance
          Document. In respect of the payment of any amount other than principal
          due under this Agreement, there will only be a Termination Event if
          that amount is not paid within three Business Days of its due date and
          the Agent is not satisfied that the reason for the failure is
          technical or administrative.

     (B)  Other defaults: Any Obligor fails to perform any of its other
          obligations under any Finance Document. There will not, however, be a
          Termination Event under this paragraph if the failure is capable of
          remedy and is remedied within ten days of an Obligor becoming aware of
          the failure. This grace period shall not apply to any of the
          obligations in Clause 18.1 (S).

     (C)  Untrue representations: Any statement made, or deemed repeated, in
          Clause 15 is untrue or misleading when that statement is made or
          deemed repeated or any statement made in any document delivered by a
          Borrower or a Guarantor in connection with this Agreement is untrue or
          misleading in any material respect when that statement is made.

     (D)  Cross default:  Any Indebtedness of the Parent or any of its
          Subsidiaries:

          (i)  is not paid or repaid when due or within any applicable grace
               period; or

          (ii) becomes capable of being declared due and payable before its
               stated date of payment.

          This paragraph does not apply unless the total amount of such
          Indebtedness equals or exceeds US$5,000,000 (or its equivalent in any
          other currency). For the purpose of this paragraph, Media Planning and
          its Subsidiaries will be treated as Subsidiaries of the Parent.


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                                       63

          "Indebtedness" means Financial Indebtedness and any contingent
          liability to make cash payments under put or call options for the
          purchase of minority interests or other buy-out arrangements and any
          liability (actual or contingent) for earn-out payments.

     (E)  Insolvency and reorganisation: Any procedure is commenced with a view
          to the winding-up or re-organisation of any Obligor or any Material
          Subsidiary, or with a view to the appointment of an administrator,
          receiver, administrative receiver, trustee in bankruptcy or similar
          officer in relation to any Obligor or any Material Subsidiary or any
          of their assets. This procedure may be a Court procedure or any other
          step which under applicable law is a possible means of achieving any
          of those results. It will not be a Termination Event, however, if:

          (i)  any such procedure is commenced on only frivolous or vexatious
               grounds; or

          (ii) on a solvent winding-up, merger or other group reorganisation of
               an Obligor, the surviving entity of that solvent winding-up,
               merger or other group reorganisation assumes the obligations of
               that Obligor.

          For the purpose of this paragraph and of the Definition of "Material
          Subsidiary" as it is used in this paragraph, Media Planning and its
          Subsidiaries will be treated as Subsidiaries of the Parent. This
          paragraph (E) will not apply to any Obligor or Material Subsidiary
          incorporated in any State of the United States of America.

     (F)  Enforcement of security: The holder of any Security over any of the
          assets of any Obligor or any Material Subsidiary in respect of
          Financial Indebtedness which equals or exceeds US$5,000,000 (or its
          equivalent in any other currency) takes any step to enforce that
          Security provided that such enforcement is not being disputed in good
          faith by the affected Obligor or Material Subsidiary. In any event, it
          will not be a Termination Event if any procedure is commenced on only
          frivolous or vexatious grounds . For the purpose of this paragraph and
          of the definition of "Material Subsidiary" as it is used in this
          paragraph, Media Planning and its Subsidiaries will be treated as
          Subsidiaries of the Parent.

     (G)  Attachment or distress: Any asset of the Parent or any Material
          Subsidiary is subject to attachment, sequestration, execution or any
          similar process in respect of Financial Indebtedness which equals or
          exceeds US$5,000,000 (or its equivalent in any other currency). For
          the purpose of this paragraph and of the definition of "Material
          Subsidiary" as it is used in this paragraph, Media Planning and its
          Subsidiaries will be treated as Subsidiaries of the Parent.


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                                       64

     (H)  Inability to pay debts:  Any of the following is true:

          (i)   Any Obligor or any Material Subsidiary is unable to pay its
                debts as they fall due.

          (ii)  The value of its assets is less than the amount of its
                liabilities (taking into account its contingent and prospective
                liabilities) to the extent that this gives a creditor of such
                Obligor or Material Subsidiary the rights under the jurisdiction
                of the Obligor or Material Subsidiary to commence proceedings
                under bankruptcy, insolvency or similar laws.

          (iii) Any Obligor or any Material Subsidiary admits its inability to
                pay its debts as and when they fall due or seeks a composition
                or arrangement with its creditors generally or any class of
                them.

          For the purpose of this paragraph and of the definition of "Material
          Subsidiary" as it is used in this paragraph, Media Planning and its
          Subsidiaries will be treated as Subsidiaries of the Parent. This
          paragraph (H) will not apply to any Obligor or Material Subsidiary
          incorporated in any State of the United States of America.

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


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                                       65

     (J)  US involuntary action: An involuntary case or other proceeding is
          commenced against any US Obligor or US Material Subsidiary seeking
          liquidation, reorganisation or other relief with respect to it or its
          debts under any bankruptcy, insolvency, reorganisation or other
          similar law now or hereafter in effect or seeking the appointment of a
          trustee, receiver, liquidator, custodian or other similar official of
          it or any substantial part of its property, and such involuntary case
          or other proceeding remains undismissed and unstayed for a period of
          45 days; or an order for relief is entered against any US Obligor or
          US Material Subsidiary under the federal bankruptcy laws as now or
          hereafter in effect. For the purpose of paragraph (I) and this
          paragraph (J) , a "US Obligor" and a "US Material Subsidiary" is, as
          the case may be, an Obligor or a Material Subsidiary incorporated in a
          State of the United States of America.

     (K)  Insolvency equivalence: Anything analogous to any of the events
          described in paragraphs (E) to (J) occurs in any jurisdiction.

     (L)  Unlawfulness or repudiation: It is unlawful for any Obligor to comply
          with its payment or other material obligations under any Finance
          Document, or any Obligor repudiates any of those obligations or any of
          those obligations cease to be valid and binding, unless, at the same
          time, Clause 11.1 applies.

     (M)  Merger or change of control: The Parent merges with any other person,
          or one or more persons, acting either individually or in concert,
          obtain control (as defined in section 840 of the Income and
          Corporation Taxes Act 1988) of it or, after the Acquisition, the
          Parent ceases to own and control, directly or indirectly, all the
          common stock of Snyder (other than the Tracking Stock or common stock
          issued in exchange for Tracking Stock) or all the voting shares of
          Havas Advertising International SA, EWDB North America Inc. or Evelink
          PLC.

     (N)  Material adverse change: There is a change in the financial condition
          or operations or prospects of the Group as a whole since 31st
          December, 1999 which has or is reasonably likely to have a Material
          Adverse Effect. For this purpose, "Group" includes Media Planning and
          its Subsidiaries.

     (O)  Litigation: Any member of the Group is involved in any court or
          arbitration proceedings or such proceedings are pending or threatened
          which in each case, if adversely determined, would have a Material
          Adverse Effect. For this purpose, "Group" includes Media Planning and
          its Subsidiaries.

     (P)  Licences: Any material licences, consents and authorisations referred
          to in Clause 15.1(R) cease to be in full force and effect which would
          result in a Material Adverse Effect.


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                                       66

     (Q)  ERISA default: Any member of the ERISA Group fails to pay when due an
          amount or amounts aggregating in excess of $5,000,000 which it has
          become liable to pay under Title IV of ERISA; or notice of intent to
          terminate a Material Plan is filed under Title IV of ERISA by any
          member of the ERISA Group, any plan administrator or any combination
          of the foregoing; or the PBGC institutes proceedings under Title IV of
          ERISA to terminate, to impose liability (other than for premiums under
          section 4007 of ERISA) in respect of, or to cause a trustee to be
          appointed to administer, any Material Plan; or a condition exists by
          reason of which the PBGC would be entitled to obtain a decree
          adjudicating that any Material Plan must be terminated; or there
          occurs a complete or partial withdrawal from, or a default, within the
          meaning of section 4219(c)(5) of ERISA, with respect to, one or more
          Multiemployer Plans which could cause one or more members of the ERISA
          Group to incur a current payment obligation in excess of US$5,000,000.

     However, Snyder and its Subsidiaries will be excluded from Clauses 19.1(B),
     (C), (D), (F), (G) and (O) for the period from the date of this Agreement
     until the date falling 90 days after the completion of the Acquisition but
     the exclusion of Snyder and its Subsidiaries from paragraph (C) will not
     extend to information about them delivered to the Agent after completion of
     the Acquisition.

19.2 Consequences of a Termination Event

     If a Termination Event occurs and for so long as it is continuing, the
     Agent may by notice to the Borrowers' Agent:

     (A)  cancel the Facility; or

     (B)  demand immediate repayment of the Loan,

     or both. The Agent agrees to deliver a notice under this sub-Clause if an
     Instructing Group instructs the Agent to do so. In the case of cancellation
     the Lenders will be under no further obligation to make an Advance. In the
     case of a demand for repayment the Borrowers agree to pay the Lenders in
     accordance with the notice.

     19.3 Indemnity

     If there is a Termination Event or a Mandatory Prepayment Event each
     Borrower agrees to reimburse each of the Agent and the Lenders for the
     losses and expenses it incurs, or will incur, as a result. Clause 11.6 also
     applies.


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                                       67

19.4 Currency indemnity

     This sub-Clause applies where a payment due by an Obligor under or in
     connection with a Finance Document is made or is required to be made in a
     currency other than the specified currency. To the extent that the amount
     received, when converted into the specified currency, is less than the
     amount due each Obligor agrees to reimburse the person entitled to the
     payment for the difference. For the purposes of the computation of this
     amount that person will apply to the amount received a rate of exchange
     prevailing on the date of receipt. If, however, that person is unable to
     use the amount received to buy the specified currency on the date of
     receipt, the rate of exchange prevailing on the first date on which that
     person could buy the specified currency will be used instead. The
     obligation in this sub-Clause is a separate and independent obligation.


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                                       68


PART VI : MISCELLANEOUS

20.  The Agent and the Arrangers

20.1 Appointment

     Each Lender irrevocably appoints the Agent to act as its Agent for the
     purpose of the Finance Documents. The Agent is not acting as Agent or
     trustee of any Borrower or Guarantor under the Finance Documents except for
     the limited purpose of signing Transfer Certificates in accordance with
     Clause 23.6.

20.2 Authority

     The Agent is authorised to exercise the rights, powers, discretions and
     duties which are specified by the Finance Documents. The Agent may also act
     in a manner reasonably incidental to these matters.

     20.3 Duties

     In addition to the obligations of the Agent set out elsewhere in the
     Finance Documents the Agent agrees as follows:

     (A)  Notices: The Agent will as soon as reasonably practicable notify each
          Lender of the contents of each notice received from any Obligor under
          a Finance Document. If the notice affects only particular Lenders the
          Agent may elect to notify only those Lenders, in which case it will do
          so as soon as reasonably practicable.

     (B)  Other documents: When any Obligor delivers to the Agent any other
          document required to be delivered under a Finance Document it will
          supply at least one copy for each Lender, the Agent will as soon as
          reasonably practicable provide a copy to each Lender. Each Borrower
          agrees to reimburse the Agent for the costs of preparing any copies
          required for this purpose.

     (C)  Termination Events and Mandatory Prepayment Event: The Agent will
          notify each Lender of any Termination Event, Potential Termination
          Event or Mandatory Prepayment Event. This obligation will not arise,
          however, until the Agent receives express notice with reasonable
          supporting evidence of the Termination Event, Potential Termination
          Event or Mandatory Prepayment Event. Until this time the Agent is
          entitled to assume that there is no Termination Event, Potential
          Termination Event or Mandatory Prepayment Event. The Agent is not
          required to make inquiries. Information referred to in Clause 20.11
          does not have to be disclosed under this sub-Clause.

     (D)  Information: The Agent will ask any Obligor to deliver to the Agent
          any information reasonably requested by a Lender which the Agent is
          entitled to request under Clause 16.

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                                       69

20.4 Powers

     In addition to the powers of the Agent set out elsewhere in the Finance
     Documents the Agent has the following powers:

     (A)  Professional advisers: The Agent may instruct professional advisers to
          provide advice in connection with the Facility.

     (B)  Authority from Instructing Group: The Agent may take any action which
          is not inconsistent with the Finance Documents and which is authorised
          by an Instructing Group.

     (C)  Views of Instructing Group: In exercising any of its rights, powers or
          discretions, the Agent may seek the views of an Instructing Group. If
          it exercises those rights, powers or discretions in accordance with
          those views the Agent will incur no liability.

     (D)  Proceedings: The Agent may institute legal proceedings against any
          Obligor in the name of those Lenders which authorise it to take those
          proceedings.

     (E)  Compliance with law: The Agent may take any action necessary for it to
          comply with applicable laws.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so. In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     Security satisfactory to it.

20.5 Reliance

     The Agent is entitled to rely upon each of the following:

     (A)  Advice received from professional advisers.

     (B)  A certificate of fact received from any Obligor and signed by an
          Authorised Person.

     (C)  Any communication or document believed by the Agent to be genuine.

     The Agent will not be liable for the consequences of relying on any of
     these items.

20.6 Extent of Agent's duties

     (A)  No other duties: The Agent has no obligations or duties other than
          those expressly set out in the Finance Documents.

     (B)  Illegality and liability:  The Agent is not obliged to do anything
          which is illegal or which may expose it to liability to any person.


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                                       70

20.7  Responsibility of the Lenders

      Each Lender is responsible for its own decision to become involved in the
      Facility and its decision to take or not take action under the Facility.
      It should make its own credit appraisal of the Obligors and the terms of
      the Facility. Neither the Agent nor any Arranger makes any representation
      that any information provided to a Lender before or after the date of this
      Agreement is true. Accordingly each Lender should take whatever action it
      believes is necessary to verify that information. In addition neither the
      Agent nor any Arranger is responsible for the legality, validity or
      adequacy of any Finance Document. Each Lender will satisfy itself on these
      issues.

20.8  Limitation of liability

      (A)  Agent: The Agent will not be liable for any action or non-action
           under or in connection with the Facility unless caused by its gross
           negligence or willful misconduct.

      (B)  Directors, employees and Agents: No director, employee or agent of
           the Agent will be liable to a Lender or any Borrower or Guarantor in
           relation to the Facility. Each Lender and Obligor agree not to seek
           to impose this liability upon them.

20.9  Business of the Agent

      Despite its role as Agent of the Lenders the Agent may:

      (A)  participate as a Lender in the Facility,

      (B)  carry on all types of business with any Obligor, and

      (C)  act as agent for other groups of Lenders to any Obligor and other
           Borrowers.

20.10 Indemnity

      Each Lender agrees to reimburse the Agent for all losses and expenses
      incurred by the Agent as a result of its appointment as Agent or arising
      from its activities as Agent. These losses and expenses will take into
      account amounts reimbursed to the Agent by any Obligor. The liability of
      each Lender under this sub-Clause will be limited to the share of the
      total losses and expenses which corresponds to that Lender's share of the
      Total Commitments or, if an Advance has been made and is outstanding, the
      Loan. If the losses or expenses are attributable to an activity of the
      Agent which relates to only some of the Lenders the Agent may instead
      notify the Lenders of a different sharing arrangement. In this case the
      limit of liability of a Lender under this sub-Clause will be determined by
      the Agent. The Lenders are not liable for losses and expenses arising from
      the gross negligence or willful misconduct of the Agent.


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                                       71

20.11 Confidential information

      The Agent is not required to disclose to the Lenders any information:

      (A)  which is not received by it in its capacity as Agent or trustee, or

      (B)  which it receives, with its consent, on a confidential basis.

20.12 Resignation and removal

      The Agent may resign by giving notice to the Borrowers' Agent and the
      Lenders. The Agent may be removed by notice given by an Instructing Group
      to the Agent and the Borrowers' Agent. In either event the following
      apply:

     (A)   Appointment by Instructing Group:  An Instructing Group may appoint a
           new Agent which is a Lender.

     (B)   Appointment by the resigning Agent: If the Agent has resigned and an
           Instructing Group has not appointed a new Agent within 30 days after
           the resigning Agent's notice, the resigning Agent may appoint a new
           Agent which is a Lender.

     (C)   Mode of appointment: A new Agent will be appointed by notice to the
           Borrowers' Agent and the Lenders. A new Agent cannot be appointed
           without its consent.

     (D)   Timing of appointment: If the Agent has resigned, the new Agent will
           become Agent at a time agreed between the new Agent and the resigning
           Agent. If no time is agreed the new Agent will become Agent 10
           Business Days after the date of the notice referred to in paragraph
           (C). Any removal or resignation of the Agent will not be effective
           until a new Agent has been appointed and accepted its appointment.

     (E)   Effect of appointment: Upon a new Agent becoming Agent the
           resigning/removed Agent will cease to be Agent. Accordingly it will
           be discharged from its obligations and duties as Agent. It will,
           however, continue to be able to rely on the terms of this Clause in
           respect of all matters relating to the period of its appointment. The
           new Agent will assume the role of Agent. It will have all the rights,
           powers, discretions and duties of the Agent provided for in the
           Finance Documents.

     (F)   Transition: The resigning/removed Agent and the new Agent agree to
           co-operate to ensure an orderly transition. The resigning/removed
           Agent agrees to deliver or make available to the new Agent all
           records, files and information held by it as Agent. This obligation
           will not require the resigning/removed Agent to disclose any
           confidential information.


<PAGE>

                                       72

20.13 The Arrangers

      The Arrangers have no continuing role in connection with the Facility and
      are not liable in respect of any matter concerning the Facility. They are
      not the agents for any Lender.

21.   Evidence, certificates and determinations

21.1  Evidence of debt

      The Agent will maintain in its books an account showing all liabilities
      accrued and payments made in relation to the Facility. Details of amounts
      outstanding recorded in this account will be evidence of each Borrower's
      obligations unless there is shown to be an error.

21.2  Certificates and determinations

      Any certificate or determination relating to a Finance Document must
      contain reasonable detail of the matter being certified or determined.
      Certificates and determinations produced by a Lender or the Agent will be
      conclusive unless there is an obvious error.

22.   Notices

22.1  Nature of notices

      No notice delivered under a Finance Document may be withdrawn or revoked.
      Each notice delivered by an Obligor must be unconditional. It must also be
      signed by an Authorised Person.

22.2  Delivery of notices

      A notice under a Finance Document will be effective only if it is in
      writing and is received. Faxes are permitted.

22.3  Notices through the Agent

      Each notice from an Obligor or a Lender will be delivered to the Agent.
      The Agent agrees to pass on the details of notices received by it to the
      appropriate recipient as soon as reasonably practicable.

22.4  Address details

      Notices will be delivered to the address of the intended recipient as set
      out on the signature page. An Obligor or a Lender may change its address
      details by notice to the Agent. The Agent may change its address details
      by notice to the Borrowers' Agent and the Lenders.

23.   Assignment and Transfers

23.1  Successors

      This Agreement shall be binding upon and enure to the benefit of each
      party hereto and its or any subsequent successors, transferees and
      assigns.


<PAGE>

                                       73

23.2  Assignments and transfers by the Lenders

      Subject to this Clause 23, a Lender (the "Existing Lender") may:

          (A)  assign any of its rights; or

          (B)  transfer by novation any of its rights and obligations,
               to another bank or financial institution (the "New Lender").

23.3  Conditions of assignment or transfer

      (A)  No consent of the Parent or any Obligor is required for an assignment
           or transfer by a Lender.

      (B)  An assignment will only be effective on receipt by the Agent of
           written confirmation from the New Lender (in form and substance
           satisfactory to the Agent) that the New Lender will assume the same
           obligations to the other Lenders, the Agent and the Arrangers as it
           would have been under if it was a Lender at the date of this
           Agreement.

      (C)  A transfer will only be effective if the procedure set out in Clause
           23.6 is complied with.

      (D)  If:

           (i)  a lender assigns or transfers any of its rights or obligations
                under the Finance Documents or changes its Facility Office; and

           (ii) as a result of circumstances existing at the date the
                assignment, transfer or change occurs, an Obligor would be
                obliged to make a payment to the New Lender or Lender acting
                through its new Facility Office under Clause 11,

           then the New Lender or Lender acting through its new Facility Office
           is only entitled to receive payment under that Clause to the same
           extent as the Existing Lender or Lender acting through its previous
           Facility Office would have been if the assignment, transfer or change
           had not occurred.

      (E)  The amount which may be assigned or transferred must be a minimum of
           US$5,000,000 (or its equivalent in an Optional Currency) and an
           integral multiple of US$1,000,000 (or, in the case of an Optional
           Currency, a round amount) or, if less, the whole of the Existing
           Lender's participation in the Facility. Any amount denominated in an
           Optional Currency will be taken at its Original Dollar Amount.


<PAGE>

                                       74

23.4  Assignment or transfer fee

      The New Lender shall, on the date upon which an assignment or transfer
      takes effect, pay to the Agent (for its own account) a fee of US$750.

23.5  Limitation of responsibility of Existing Lenders

      (A)  Unless expressly agreed to the contrary, an Existing Lender makes no
           representation or warranty and assumes no responsibility to a New
           Lender for:

           (i)   the legality, validity, effectiveness, adequacy or
                 enforceability of the Finance Documents or any other documents;

           (ii)  the financial condition of any Obligor;

           (iii) the performance and observance by any Obligor of its
                 obligations under the Finance Documents or any other documents;
                 or

           (iv)  the accuracy of any statements (whether written or oral) made
                 in or in connection with any Finance Documents or any other
                 document, and any representations or warranties implied by law
                 are excluded.

      (B)  Each New Lender confirms to the Existing Lender and the other
           Lenders, the Agent and the Arrangers that it:

           (i)   has made (and shall continue to make) its own independent
                 investigation and assessment of the financial condition and
                 affairs of each Obligor and its related entities in connection
                 with its participation in this Agreement and has not relied
                 exclusively on any information provided to it by the Existing
                 Lender in connection with any Finance Document; and

           (ii)  will continue to make its own independent appraisal of the
                 creditworthiness of each Obligor and its related entities
                 whilst any amount is or may be outstanding under the Finance
                 Documents or any part of the Facility is available.

      (C)  Nothing in any Finance Document obliges an Existing Lender to:

           (i)   accept a re-transfer from a New Lender of any of the rights and
                 obligations assigned or transferred under this Clause 23; or


<PAGE>

                                       75

           (ii)  support any losses directly or indirectly incurred by the New
                 Lender by reason or the non-performance by any Obligor of its
                 obligations under the Finance Documents or otherwise.

23.6  Procedure for transfer

      (A)  Subject to the conditions set out in Clause 23.3 a transfer is
           effected in accordance with paragraph (B) below when the Agent
           executes an otherwise duly completed Transfer Certificate delivered
           to it by the Existing Lender and the New Lender. The Agent shall, by
           the later of (i) the fifth Business Day after receipt by it of a duly
           completed Transfer Certificate appearing on its face to comply with
           the terms of this Agreement and delivered in accordance with the
           terms of this Agreement and (ii) the Transfer Date specified in that
           Transfer Certificate, execute that Transfer Certificate.

      (B)  On the Transfer Date:

           (i)   to the extent that in the Transfer Certificate the Existing
                 Lender seeks to transfer by novation its rights and obligations
                 under the Finance Documents each of the Obligors and the
                 Existing Lender shall be released from further obligations
                 towards one another under the Finance Documents and their
                 respective rights against one another shall be cancelled (being
                 the "Discharged Rights and Obligations");

           (ii)  each of the Obligors and the New Lender shall assume
                 obligations towards one another and/or acquire rights against
                 one another which differ from the Discharged Rights and
                 Obligations only insofar as that Obligor and the New Lender
                 have assumed and/or acquired the same in place of that Obligor
                 and the Existing Lender;

           (iii) the Agent, the Arrangers, the New Lender and other Lenders
                 shall acquire the same rights and assume the same obligations
                 between themselves as they would have acquired and assumed had
                 the New Lender been a Lender at the date of this Agreement with
                 the rights and/or obligations acquired or assumed by it as a
                 result of the transfer and to that extent the Agent, the
                 Arrangers and the Existing Lender shall each be released from
                 further obligations to each other under this Agreement; and

           (iv)  the New Lender shall become a party to this Agreement as a
                 "Lender".



<PAGE>

                                      76

(C)   In the case of an assignment, the New Lender shall ensure that the
           relevant transfer agreement is notified by bailiff (huissier) to the
           Parent and Havas Advertising International S.A. in accordance with
           article 1690 of the French Civil Code.

23.7  Disclosure of information

      Any Lender may disclose to any of its Affiliates and any other person:

      (A)  to (or through) whom that Lender assigns or transfers (or may
           potentially assign or transfer) all or any of its rights and
           obligations under this Agreement;

      (B)  with (or through) whom that Lender enters into (or may potentially
           enter into) any sub-participation in relation to, or any other
           transaction under which payments are to be made by reference to, this
           Agreement or any Obligor; or

      (C)  to whom, and to the extent that, information is required to be
           disclosed by any applicable law or regulation, any information about
           any Obligor, the Group and the Finance Documents as that Lender shall
           consider appropriate.

23.8  Assignments and transfer by Obligors

      No Obligor may assign any of its rights or transfer any of its rights or
      obligations under the Finance Documents.

24.   Waivers and Amendments

24.1  Writing required

      A waiver or amendment of a term of a Finance Document will be effective
      only if it is in writing.

24.2  Authority of the Agent

      If authorised by an Instructing Group, the Agent may grant waivers and
      agree amendments with the Borrowers' Agent. These waivers and amendments
      will be granted on behalf of the Lenders and be binding on all of them,
      including those which were not part of the Instructing Group, and all the
      Obligors. This sub-Clause does not authorise the Agent to grant any waiver
      or agree any amendment affecting any of the following:

      (A)  The amount of the Facility.

      (B)  The amount or method of calculation of interest or margin or fees.

      (C)  The manner, currency or timing of repayment of the Loan or of the
           payment of any other amount.

<PAGE>

                                      77

      (D)  The length of the period during which the Facility is available.

      (E)  The definitions of "Financial Indebtedness" and "Instructing Group".

      (F)  The obligations of the Lenders.

      (G)  Any requirement (including the one in this sub-Clause) that all the
           Lenders or a certain proportion of them consent to a matter or
           deliver a notice.

      (H)  Clauses 3, 14 or 24.1.

      Waivers or amendments affecting these matters require the consent of all
      Lenders.

24.3  Expenses

      The Parent agrees to reimburse the Agent and each Lender for the expenses
      they incur as a result of any proposal made by any Obligor to waive or
      amend a term of a Finance Document.

25.   Miscellaneous

25.1  Exercise of rights

      If the Agent or a Lender does not exercise a right or power when it is
      able to do so under any Finance Document this will not prevent it
      exercising that right or power. When it does exercise a right or power it
      may do so again in the same or a different manner. The Agent's and the
      Lenders' rights and remedies under the Finance Documents are in addition
      to any other rights and remedies they may have. Those other rights and
      remedies are not affected by the Finance Documents.

25.2  Counterparts

      There may be several signed copies of this Agreement. There is intended to
      be a single Agreement and each signed copy is a counterpart of that
      Agreement.

25.3  Contracts (Rights of Third Parties) Act 1999

      The parties to this Agreement do not intend that any term of this
      Agreement should be enforceable, by virtue of the Contracts (Rights of
      Third Parties) Act 1999, by any person who is not a party to this
      Agreement.

26.   Law and Jurisdiction

26.1  Law

      This Agreement is to be governed by and construed in accordance with
      English law.

<PAGE>

                                      78

26.2  Jurisdiction

      The courts of England and any New York State Court or U.S. Federal Court,
      in either case sitting in the City and County of New York (the "New York
      Courts") are to have jurisdiction to settle any disputes in connection
      with this Agreement. This submission is irrevocable and is for the
      exclusive benefit of the Lenders, the Arrangers and the Agent. It does not
      prevent proceedings being commenced by any Lender, the Arrangers or the
      Agent in the courts of any other country or, subject to applicable law, in
      the courts of more than one country at the same time. The Obligors also
      irrevocably waive to the extent applicable, any privilege under Articles
      14 and 15 of the French Civil Code and any objection on the ground of
      forum non conveniens or on any other ground, to proceedings in the courts
      --------------------
      of England or New York Courts. They also irrevocably agree that a judgment
      which is final (and the time within which any appeal may be made has
      expired) obtained in any proceedings brought in the courts of England and
      New York will be conclusive and binding on them and may be enforced in any
      other court.

26.3  Obligors' agent for the service of process

      The Obligors irrevocably appoint Evelink PLC of 160-161 Drury Lane, London
      WC2B 5QG, to be their agent for the service of process in England. Any
      documentation in connection with proceedings in the courts of England may
      be delivered to this agent and in that case will be treated as delivered
      to the relevant Obligor. The Obligors agree that, in the case of
      proceedings before the New York Courts, any writ or other notice of
      process shall be sufficiently served on the Obligors or any of them if a
      copy of it is mailed by registered or certified mail (air mail, if
      overseas), postage prepaid, return receipt requested, to the address for
      the time being for the service of notices on the Obligors under Clause
      22.4. Any documentation in connection with proceedings in the New York
      Courts shall be mailed, as described above, and in each case will be
      treated as delivered to the Obligors or the relevant Obligor(s).

<PAGE>

                                      79
SCHEDULE 1 : LENDERS AND COMMITMENTS


Lender                                             Commitment
                                                       US$

Morgan Guaranty Trust Company of New York          200,000,000


Societe Generale                                   200,000,000

                                                --------------
Total                                              400,000,000
                                                --------------

<PAGE>

                                      80
SCHEDULE 2 : GUARANTORS


Guarantor                                Registered Address & Place
---------                                --------------------------
                                         of Incorporation
                                         ----------------

Havas Advertising                        84 rue de Villiers, 92683
                                         Levallois-Perret Cedex,
                                         France

Havas Advertising                        84 rue de Villiers, 92683
International SA                         Levallois-Perret Cedex,
                                         France

HAS Acquisition Corp.                    Corporation Trust Center,
                                         1209 Orange Street,
                                         Wilmington, DE 19801, U.S.A.

EWDB North America Inc.                  Corporation Trust Center,
                                         1209 Orange Street,
                                         Wilmington, DE 19801, U.S.A.

Evelink PLC                              160-161 Drury Lane, London
                                         WC2B 5QG, England

<PAGE>

                                      81
SCHEDULE 3 : CONDITIONS PRECEDENT

                                    Part I

1.   A copy of the constitutional documents of each Borrower. This copy must be
     certified by a director or the secretary of that Borrower to be complete,
     up-to-date and in full force and effect.

2.   A copy of the constitutional documents of each Guarantor. This copy must be
     certified by a director or the secretary of that Guarantor to be complete,
     up-to-date and in full force and effect.

3.   A copy of a resolution of the board of directors of each Borrower approving
     the Facility, authorising the signature and delivery of the Finance
     Documents and approving the borrowing of the Total Commitments. The
     resolution must also appoint persons to sign notices on behalf of that
     Borrower under the Finance Documents. The copy must be certified by a
     director or the secretary of that Borrower to be a true copy of a duly
     passed resolution which is in full force and effect.

4.   A copy of a resolution of the board of directors of each Guarantor
     approving the giving of the Guarantee and authorising the signature and
     delivery of this Agreement and the Guarantee. The resolution must be
     accompanied by an extract from the minutes of the meeting at which it was
     passed. These minutes must show that the directors considered the giving of
     the Guarantee to be for the commercial benefit of that Obligor. The
     resolution must also appoint persons to sign notices on behalf of that
     Guarantor under this Agreement. The copy must be certified by a director or
     the secretary of that Guarantor to be a true copy of a duly passed
     resolution which is in full force and effect.

5.   A certificate of a director of each Obligor to the effect that utilisation
     of the Facility in full will not cause that Obligor or its directors to be
     in default of any limit on borrowing or giving of guarantees.

6.   Specimen signatures of all persons authorised by the resolutions referred
     to above. These signatures must be certified by a director or the secretary
     of the appointing body to be genuine.

7.   Legal opinions from:-

     (a)  Hogan & Hartson L.L.P., legal advisers to the Borrowers (on French and
          US law)

     (b)  Davis Polk & Wardwell, legal advisers to the Arrangers (on US law).

     (c)  Slaughter and May, legal advisers to the Arrangers (on French
          and English law).

8.   A Guarantee duly executed by the Guarantors listed in Schedule 2.

<PAGE>

                                      82

9.   The Disclosure Letter certified by a director of the Parent to be complete
     and up-to-date.

                                    Part II

10.  Copies, certified by a director or the secretary of the Parent to be true
     copies, of resolutions passed at an extraordinary general meeting of the
     Parent approving an increase in the authorised share capital of the Parent
     necessary to implement the Acquisition.

11.  Evidence that the Merger Agreement has been executed, all conditions to the
     completion of the Merger set forth in the Merger Documents have been
     satisfied without waiver or amendment (except those which are required by
     law, those which are merely formal, minor or technical and those which have
     received the prior written consent of an Instructing Group), the necessary
     resolutions shall have been passed at a stockholders meeting of Snyder to
     enable the Acquisition to take place and the Merger shall have taken
     effect.

12.  An extract from the minutes of a meeting of the Board of Directors of the
     Parent approving the Press Release.

13.  A copy of all Merger Documents together with a certificate from a director
     of the Parent confirming that there have been no amendments or waivers in
     relation to the Merger Documents which were not required by law or were not
     merely formal, minor or technical.

14.  Copies of the following filings made in relation to the Acquisition:

     (A)  filings with the Securities and Exchange Commission (to the extent
          these do not form part of the Merger Documents);

     (B)  the clearance under the Hart Scott Rodino Act;

     (C)  filings with the Commission des Operations de Bourse;

     (D)  any anti-trust filing made in any member state of the European Union;
          and

     (E)  any other material filings made by the Parent with regulatory
          authorities,

     each certified by a director or the secretary of the Parent to be a true
     and complete copy.

<PAGE>

                                      83

SCHEDULE 4 : FORM OF NOTICE FOR AN ADVANCE


To:        Morgan Guaranty Trust Company of New York

           60 Victoria Embankment,
           London EC4Y OJP, England
           Attention: Loans Capital Markets Middle Office
           Fax No. 020 7325 8190

From:  [Borrower]
       Date: [           ]

Dear Sirs,

 US$400,000,000 CREDIT FACILITY UNDER LOAN AGREEMENT DATED  [           ] 2000
--------------------------------------------------------------------------------

1.   We refer to the above Agreement between yourselves as Agent, us as one of
     the Borrowers and various other parties (the "Agreement"). Terms defined in
     the Agreement have the same meaning in this notice.

2.   We would like to draw an Advance under the Agreement as follows:

     (a)  Currency .......................

     (b)  Amount .........................

     (c)  Advance Date ...................

     (d)  First Interest Period ...........................

3.   Please pay the above Advance to account number [              ] with [
     ] in favour of ourselves.

4.   We confirm that, today and on the Advance Date:

     (a)  the representations deemed repeated in Clause 15.2 of the Agreement
          are and will be true, and

     (b)  there is and will be no outstanding Termination Event, Potential
          Termination Event or Mandatory Prepayment Event.

                               Yours faithfully,


                             for and on behalf of

                        [                            ]

<PAGE>

                                      84

SCHEDULE 5 : COSTS RATE

References in this schedule to "Costs Rate" are references to paragraph (A) of
the definition of "Costs Rate" in Clause 1.1.

The Costs Rate is an addition to the interest rate on the Advance to compensate
the Lenders for the cost attributable to the Advance resulting from the
imposition from time to time by the Financial Services Authority (the "FSA") (or
other United Kingdom governmental authorities or agencies) of a requirement to
pay fees to the FSA calculated by reference to liabilities used to fund the
Advance.

The Costs Rate will be the rate determined by the Agent to be equal to the
arithmetic mean (and rounded upward, if necessary, to four decimal places) of
the respective rates notified by each of the Lenders to the Agent as the rate
resulting from the application (as appropriate) of the following formula:

                                   F x 0.01
                                   --------
                                      300

where, in each case, on the day of application of a formula, F is the rate of
charge equal to the average of the respective rates of charge notified to the
Agent by each Lender as being payable by that Lender to the FSA pursuant to
paragraph 2.02 or 2.03, as the case may be, of the Fees Regulations (but where
for this purpose, the figure at paragraph 2.02b or 2.03b, as the case may be,
shall be deemed to be zero) and expressed in pounds per (pounds)1,000,000 of
the Fee Base of such Lender.

If any Lender fails to notify any such rate to the Agent, the Costs Rate shall
be determined on the basis of the rate(s) notified to the Agent by the remaining
Lender(s).

The Costs Rate attributable to an Advance or other sum for any period shall be
calculated at or about 11.00 a.m. (London time) on the first day of such period
for the duration of such period.

The determination of the Costs Rate in relation to any period shall, in the
absence of manifest error, be conclusive and binding on the parties hereto.

If there is any change in circumstance (including the imposition of alternative
or additional requirements) which in the reasonable opinion of the Agent renders
or will render the above formula (or any element thereof, or any defined term
used therein) inappropriate or inapplicable, the Agent, following consultation
with the Borrowers' Agent shall be entitled to vary the same.  Any such
variation shall, in the absence of error, be conclusive and binding on all
parties and shall apply from the date specified in such notice.

For the purposes of this Schedule:

     Fee Base has the meaning ascribed to it for the purposes of, and shall be
     calculated in accordance with, the Fees Regulations.

     Fees Regulations means, as appropriate, either:

<PAGE>

                                      85

     (a)  the Banking Supervision (Fees) Regulations 2000; or

     (b)  such regulations as from time to time may be in force, relating to the
          payment of fees for banking supervision in respect of periods
          subsequent to 31 March 2001.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.

<PAGE>

                                      86

SCHEDULE 6 : FORMS OF DESIGNATION AGREEMENT

                                    PART I

                             DESIGNATION AGREEMENT
                             ---------------------

DATE :
------

PARTIES
-------

1.   [                                 ], a company incorporated in [
     ], of [address] (the "New Guarantor")

2.   HAVAS ADVERTISING, of 84 rue de Villiers, 92683 Levallois-Perret Cedex,
     France (the "Parent"), on its own behalf and on behalf of each of the
     Borrowers and each of the Guarantors (both as defined in the Loan Agreement
     referred to below)

3.   MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Agent"), on its own behalf
     and on behalf of each of the Lenders (each as defined in the Loan
     Agreement)

BACKGROUND
----------

A Loan Agreement (the "Loan Agreement") was made on [         ] 2000 between (1)
the Parent, Havas Advertising International SA, HAS Acquisition Corp. and EWDB
North America Inc. as Borrowers, (2) the Guarantors named in the Loan Agreement,
(3) the lenders named in the Loan Agreement, (4) J.P. Morgan Securities Ltd. and
Societe Generale as Arrangers and (5) the Agent.  Under the terms of the Loan
Agreement the Lenders agreed to provide to the Borrowers a US$400,000,000
multicurrency 364 day term loan facility.  A Guarantee (the "Guarantee") was
made on [             ] 2000 between the Guarantors named in the Loan Agreement
and the Agent guaranteeing amounts due under the Loan Agreement.

Under Clause 3.6 of the Loan Agreement an Instructing Group notified the Agent
that it wished the New Guarantor to be added as a Guarantor.

The parties agree as follows:

1.   INTERPRETATION

     Unless a contrary intention is indicated, words and expressions defined in
     the Loan Agreement and the Guarantee will have the same meanings
     respectively when used in this Agreement. References to the Loan Agreement
     and the Guarantee are to those documents as amended or supplemented.

2.   CONDITIONS PRECEDENT

     Clause 3 will take effect when the Agent has received all the items listed
     in the Schedule in a form satisfactory to the Agent.

<PAGE>

                                      87

3.   INCORPORATION OF ADDITIONAL GUARANTOR

     When this Clause takes effect the New Guarantor will:

     (a)  become a party to the Loan Agreement and the Guarantee as if it had
          been an original signatory as a guarantor; and

     (b)  become a "Guarantor" within the definition in Clause 1.1 of
                                                        ----------
          the Loan Agreement.

     The New Guarantor, and each of the Parent, the Borrowers, the Guarantors,
     the Lenders, the Arrangers and the Agent agrees to be bound by the Loan
     Agreement and the Guarantee on this basis.

4.   REPRESENTATIONS BY THE NEW GUARANTOR

     The New Guarantor confirms in respect of itself that each of the following
     is true:

     (A)  It is a Subsidiary of the Parent.

     (B)  The representations in Clause 15.1(A) to (G) inclusive and (S) to (U)
          inclusive of the Loan Agreement, if stated at the date of this
          Agreement with reference to the New Guarantor and the facts subsisting
          on the date of this Agreement, are true.

5.   CONSTRUCTION

     This Agreement and the Loan Agreement and this Agreement and the Guarantee
     will each be read and construed as one document. References in the Loan
     Agreement to the Loan Agreement and in the Guarantee to the Guarantee
     (however expressed) will be read and construed as, respectively, references
     to the Loan Agreement and this Agreement and the Guarantee and this
     Agreement.

6.   NOTICES

     The address details of the New Guarantor for the purpose of Clause 22.4 of
     the Loan Agreement and Clause 9.4 of the Guarantee are as follows:

     [                                                ]

     Fax number: [                   ]
     Attention:  [                   ]

7.   LAW

     This Agreement shall be governed by and construed in accordance with
     English law.

<PAGE>

                                      88

                                 THE SCHEDULE


1.   A copy of the constitutional documents of the New Guarantor. This copy must
     be certified by a director, secretary or appropriate officer of the New
     Guarantor to be complete, up-to-date and in full force and effect.

2.   A copy of a resolution of the board of directors or equivalent of the New
     Guarantor approving the Designation Agreement and authorising the signature
     and delivery of the Designation Agreement. The resolution must be
     accompanied by an extract from the minutes of the meeting at which it was
     passed. These minutes must show that the directors considered the giving of
     the Guarantee to be for the commercial benefit of the New Guarantor. The
     resolution must also appoint persons to sign notices on behalf of the New
     Guarantor under the Finance Documents. The copy must be certified by a
     director, secretary or appropriate officer of the New Guarantor to be a
     true copy of a duly passed resolution which is in full force and effect.

3.   A certificate of a director or equivalent of the New Guarantor to the
     effect that utilisation of the Facility in full will not cause the New
     Guarantor or, if applicable, its directors to be in default of any limit on
     borrowing or giving of guarantees.

4.   Specimen signatures of all persons authorised by the resolutions referred
     to above. These signatures must be certified by a director, secretary or
     appropriate officer of the appointing body to be genuine.

5.   Copies of any government or other public authority clearances, consents,
     licenses, registrations or authorisations required under local law for the
     Designation Agreement or for the Finance Documents, certified to be in full
     force and effect.

6.   Legal opinion(s) in a form satisfactory to the Agent.

7.   Such other items as the Agent may reasonably require.

<PAGE>

                                      89

     [New Guarantor]

     By:


     HAVAS ADVERTISING

     By:


     MORGAN GUARANTY TRUST COMPANY OF NEW YORK

     By:

<PAGE>

                                      90


                                    PART II

                             DESIGNATION AGREEMENT
                             ---------------------

DATE :
------

PARTIES
-------

1.   [                                 ], a company incorporated in [
     ], of [address] (the "New Guarantor")

2.   HAVAS ADVERTISING, of 84 rue de Villiers, 92683 Levallois-Perret Cedex,
     France (the "Parent"), on its own behalf and on behalf of each of the
     Borrowers and each of the Guarantors (both as defined in the Loan Agreement
     referred to below)

3.   MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Agent"), on its own behalf
     and on behalf of each of the Lenders (each as defined in the Loan
     Agreement)

BACKGROUND
----------

A Loan Agreement (the "Loan Agreement") was made on [         ] 2000 between (1)
the Parent, Havas Advertising International SA, HAS Acquisition Corp. and EWDB
North America Inc. as Borrowers, (2) the Guarantors named in the Loan Agreement,
(3) the lenders named in the Loan Agreement, (4) J.P. Morgan Securities Ltd. and
Societe Generale as Arrangers and (5) the Agent.  Under the terms of the Loan
Agreement the Lenders agreed to provide to the Borrowers a US$400,000,000
multicurrency 364 day term loan facility.

Under Clause 3.6 of the Loan Agreement an Instructing Group notified the Agent
that it wished the New Guarantor to be added as a Guarantor.

The parties agree as follows:

1.   INTERPRETATION

     Unless a contrary intention is indicated, words and expressions defined in
     the Loan Agreement will have the same meanings respectively when used in
     this Agreement. References to the Loan Agreement are to that agreement as
     amended or supplemented.

2.   CONDITIONS PRECEDENT

     Clause 3 will take effect when the Agent has received all the items listed
     in the Schedule in a form satisfactory to the Agent.

3.   INCORPORATION OF ADDITIONAL GUARANTOR

     When this Clause takes effect the New Guarantor will:

     (c)  become a party to the Loan Agreement as if it had been an original
          signatory as a guarantor; and

<PAGE>

                                      91

     (d)  become a "Guarantor" within the definition in Clause 1.1 of
                                                        ----------
          the Loan Agreement.

     The New Guarantor, and each of the Parent, the Borrowers, the Guarantors,
     the Lenders, the Arrangers and the Agent agrees to be bound by the Loan
     Agreement on this basis.

4.   REPRESENTATIONS BY THE NEW GUARANTOR

     The New Guarantor confirms in respect of itself that each of the following
     is true:

     (A)  It is a Subsidiary of the Parent.

     (B)  The representations in Clause 15.1(A) to (G) inclusive and (S) to (U)
          inclusive of the Loan Agreement, if stated at the date of this
          Agreement with reference to the New Guarantor and the facts subsisting
          on the date of this Agreement, are true.

5.   CONSTRUCTION

     This Agreement and the Loan Agreement will be read and construed as one
     document. References in the Loan Agreement to the Loan Agreement (however
     expressed) will be read and construed as references to the Loan Agreement
     and this Agreement.

6.   NOTICES

     The address details of the New Guarantor for the purpose of Clause 22.4 are
     as follows:

     [                                                ]

     Fax number: [                   ]
     Attention:  [                   ]

7.   LAW

     This Agreement shall be governed by and construed in accordance with
     English law.

<PAGE>

                                      92


                                 THE SCHEDULE


1.   A copy of the constitutional documents of the New Guarantor. This copy must
     be certified by a director, secretary or appropriate officer of the New
     Guarantor to be complete, up-to-date and in full force and effect.

2.   A copy of a resolution of the board of directors or equivalent of the New
     Guarantor approving the Designation Agreement and authorising the signature
     and delivery of the Designation Agreement and the new guarantee (the "New
     Guarantee") which the New Guarantor must execute under Clause 3.6(B)(ii)(b)
     of the Loan Agreement. The Resolution must be accompanied by an extract
     from the minutes of the meeting at which it was passed. These minutes must
     show that the directors considered the giving of the New Guarantee to be
     for the commercial benefit of the New Guarantor. The resolution must also
     appoint persons to sign notices on behalf of the New Guarantor under the
     Finance Documents. The copy must be certified by a director, secretary or
     appropriate officer of the New Guarantor to be a true copy of a duly passed
     resolution which is in full force and effect.

3.   A certificate of a director or equivalent of the New Guarantor to the
     effect that utilisation of the Facility in full will not cause the New
     Guarantor or, if applicable, its directors to be in default of any limit on
     borrowing or giving of guarantees.

4.   Specimen signatures of all persons authorised by the resolutions referred
     to above. These signatures must be certified by a director, secretary or
     appropriate officer of the appointing body to be genuine.

5.   Copies of any government or other public authority clearances, consents,
     licenses, registrations or authorisations required under local law for the
     Designation Agreement or for the Finance Documents, certified to be in full
     force and effect.

6.   The New Guarantee duly executed by the New Guarantor.

7.   Legal opinion(s) in a form satisfactory to the Agent.

8.   Such other items as the Agent may reasonably require.

<PAGE>

                                      93
[New Guarantor]

By:


HAVAS ADVERTISING

By:


MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:

<PAGE>

                                      94

SCHEDULE 7 : FORM OF TRANSFER CERTIFICATES

To:   Morgan Guaranty Trust Company of New York

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the
      "New Lender")

Dated:

                     Havas Advertising Facility Agreement
       dated [                         ] 2000 (the "Facility Agreement")

1.    We refer to Clause 23.6:

      (a)  The Existing Lender and the New Lender agree to the Existing Lender
           and the New Lender transferring by novation all or part of the
           Existing Lender's Commitment, rights and obligations referred to in
           the Schedule in accordance with Clause 23.6.

     (b)   The proposed Transfer Date is [                               ].

     (c)   The Facility Office and address, fax number and attention details for
           notices of the New Lender for the purposes of Clause 22.4 are set out
           in the Schedule.

     2.    The New Lender expressly acknowledges the limitations on the Existing
           Lender's obligations set out in paragraph (C) of Clause 23.5.

     3.    This Transfer Certificate is governed by English law.

                                 THE SCHEDULE

              Commitment/rights and obligations to be transferred

                           [insert relevant details]

[Facility Office address, fax number and attention details for notices and
account details for payments.]

[Existing Lender]                       [New Lender]
By:                                     By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [                           ]

Morgan Guaranty Trust Company of New York

By:

<PAGE>

                                       95


SCHEDULE 8 : MARGIN

The Margin shall be as follows.

(A)  On any day when the aggregate of the Available Commitments and the Loan is
     more than US$200,000,000, 0.65 per cent.

(B)  On any day when the aggregate of the Available Commitments and the Loan is
     US$200,000,000 or less, 0.50 per cent.

(C)  However, in relation to each Advance outstanding when a change of Margin is
     required under (A) or (B), the change in the Margin will only take effect
     on the first day of the next Interest Period.

<PAGE>

                                       96


SCHEDULE 9 : FORM OF GUARANTEE

                            GUARANTEE AND INDEMNITY
                            -----------------------

DATE:   [             ]


PARTIES

1.   HAVAS ADVERTISING of 84 rue de Villiers, 92683 Levallois-Perret Cedex,
     France, HAVAS ADVERTISING INTERNATIONAL SA of the same address, HAS
     ACQUISITION CORP. of Corporation Trust Center, 1209 Orange Street,
     Wilmington, DE 19801, U.S.A., EWDB NORTH AMERICA INC. of the same address
     and EVELINK PLC of 160-161 Drury Lane, London WC2B 5QG, England as
     guarantors (the "Guarantors")

2.   MORGAN GUARANTY TRUST COMPANY OF NEW YORK on its own behalf and on behalf
     of each of the Lenders and Arrangers (the "Agent")

BACKGROUND
----------

A loan agreement (the "Loan Agreement") was made on [         ] May, 2000
between (1) Havas Advertising, Havas Advertising International SA, HAS
Acquisition Corp. and EWDB North America Inc. as Borrowers, (2) the Guarantors
named in the Loan Agreement, (3) the Lenders named in the Loan Agreement, (4)
J.P. Morgan Securities Ltd. and Societe Generale as Arrangers and (5) the Agent.
Under the terms of the Loan Agreement the Lenders agreed to provide to the
Borrowers a US$400,000,000 multicurrency 364 day term loan facility.

The Borrowers may not borrow under the Loan Agreement until this Guarantee and
Indemnity is executed and delivered.

The parties agree as follows:

1.   INTERPRETATION

1.1  Definitions

     (A)  In this agreement unless a contrary intention is indicated, words and
          expressions defined in the Loan Agreement will have the same meanings
          respectively when used in this agreement. References to the Loan
          Agreement are to that agreement as amended or supplemented.

     (B)  References to "Borrower" do not include any company as borrower in
          relation to the Guarantee by that company.

1.2  Interpretation of certain references

     Unless a contrary intention is indicated:

     (A)  References to Clauses are to Clauses of this agreement. References to
          paragraphs are to paragraphs in the same sub-Clause.

<PAGE>

                                       97


          References to sub-paragraphs are to sub-paragraphs in the same
          paragraph.

     (B)  References to other documents include those documents as they may be
          amended. In particular, references to the Loan Agreement are to that
          document as it may be amended from time to time.

     (C)  References to times are to London time.

     (D)  References to assets are to present and future assets.

     (E)  References to "US$" and "dollars" are to U.S. dollars.

     (F)  References to fees or expenses include any value added tax on those
          fees or expenses.

1.3  Headings

     All headings and titles are inserted for convenience only. They are to be
     ignored in the interpretation of this agreement.

1.4  Calculations

     Interest will be calculated using the following formula:

     I =  D  x R x A
         ---
                   Y

     Where:

     I  = interest accrued

     D  = the number of days in the period for which the interest is to be
     calculated, including the first day but excluding the last day

     R =  the rate of interest expressed as a fraction

     A =  the amount on which interest is being calculated

     Y =  360.

     Interest will be treated as accruing uniformly over each period on a daily
     basis. In some cases "R" or "A" may change during a period for which
     interest is to be calculated. In this case the interest will be calculated
     for successive periods and then aggregated. These successive periods will
     be the periods during which "R" and "A" were constant.

1.5  Reimbursements

     If a party wishes to claim reimbursement of any amount to which it is
     entitled it will deliver a demand to the reimbursing party. This will set
     out the losses, expenses or other amounts to be reimbursed. It must also
     specify the currency of reimbursement. Save in the case of manifest error,
     the reimbursing party agrees to pay those amounts to the party entitled to
     them no later than two Business Days after the

<PAGE>

                                       98


     delivery of the certificate to the reimbursing party. Where there is an
     outstanding Termination Event which has not been waived or where a
     Mandatory Prepayment Event has occurred, payment will instead be due on
     delivery of this certificate.

2.   GUARANTEE

2.1  Guarantee

     Each Guarantor, jointly and severally, guarantees the due and punctual
     performance of all obligations of each Borrower under the Loan Agreement.
     This Guarantee is unconditional and irrevocable.

2.2  Agreement to pay

     Each Guarantor agrees to pay on demand each amount due and payable by each
     Borrower which is unpaid. The demand may be made at any time on or after
     the due date for payment. Payment will be made in the same currency as the
     amount due by the Borrower.

2.3  Limitations

     (A)  The obligations of all Guarantors under Clauses 2.1 and 3.1 shall at
          all times be limited so that none of the Guarantors is required to pay
          any moneys if such payment would result in a breach of any applicable
          laws in its jurisdiction by any Guarantor or any of its executive
          officers or directors.

     (B)  Without limiting the foregoing, the obligation, under Clauses 2.1 and
          3.1, of each Guarantor incorporated in France shall in any event be
          limited to US$480,000,000.

2.4  Continuing Guarantee

     This Guarantee is a continuing guarantee. No payment or other settlement
     will discharge any Guarantor's obligations until the Borrowers' obligations
     have been discharged in full.

2.5  Other guarantees and Security

     This Guarantee is in addition to, and independent of, any other guarantee
     or Security.

2.6  Enforcement

     This Guarantee may be enforced before any steps are taken against the
     Borrowers or under any other guarantee or Security.

<PAGE>

                                       99


2.7  Preservation of rights

     This Guarantee will be discharged only by the receipt of payment in full.
     It will not be discharged by any other action, omission or fact. The
     Guarantors' obligations will, therefore, not be affected by any of the
     following happening:

     (A)  The obligations of any Borrower are or become void, invalid, illegal
          or unenforceable.

     (B)  There is any change, waiver or release of any Borrower's obligations.

     (C)  Any concession or time is given to any Borrower.

     (D)  Any Borrower is wound up or reorganised.

     (E)  There is any change in the condition, nature or status of any
          Borrower.

     (F)  Any of the above events occur in relation to another Guarantor or
          provider of Security or the obligations of that Guarantor or provider.

     (G)  There is any failure to take, retain or enforce any other guarantee or
          Security.

     (H)  Any circumstances affect or prevent recovery of amounts due by any
          Borrower.

     (I)  Any other matter exists which might discharge any Guarantor.

     Any receipt from any person other than the Guarantor will reduce the
     outstanding balance only to the extent of the amount received.

2.8  Representations of the Guarantors

     Each Guarantor confirms that it does not have the benefit of any Security
     in respect of this Guarantee or the Indemnity in Clause 3.

2.9  Covenants of the Guarantors

     Each Guarantor agrees as follows:

     (A)  Security: It will not have the benefit of any Security in respect of
          this Guarantee or the Indemnity in Clause 3. If, in breach of this
          paragraph, a Guarantor at any time has the benefit of any Security, it
          will hold that Security on trust for the Agent, the Lenders and the
          Arrangers

     (B)  Exercise of rights: It will not at any time when any amount is due to
          be paid under this Guarantee or the Indemnity in Clause 3 but has not
          been paid:

<PAGE>

                                      100


          (i)  take the benefit of any right against any Borrower or any other
               person in respect of amounts paid under this Guarantee or the
               Indemnity in Clause 3; or

          (ii) claim or exercise against any Borrower any right to any payment
               (whether or not in connection with the Loan Agreement),

          except, in either case, to the extent necessary to preserve the claim.

     (C)  Competing proof: An Instructing Group may request it to submit a proof
          for amounts due to it by any Borrower or any other Guarantor. It
          agrees to submit a proof promptly in accordance with this request. All
          amounts received in respect of this proof will at any time when any
          amount is due to be paid under this Guarantee or the Indemnity in
          Clause 3 but has not been paid be held by it on trust for the Agent,
          the Lenders and the Arrangers.

     The obligations in this sub-Clause will cease to have effect when the
     Facility has ceased to be available and there are no amounts of the Loan
     outstanding.

2.10 Suspense account

     Any amount received under this Guarantee or in connection with amounts due
     by any Borrower may be placed on suspense account. Suspense accounts may be
     held by the Agent or by a Lender. While the amounts are in the suspense
     account the Agent or any Lender may claim and recover amounts from any
     Borrower and any other Guarantor as if the amount in the suspense account
     had not been received. Amounts may be taken out of a suspense account by
     the person holding that account at any time. The Agent or Lender must use
     amounts in the suspense account to repay the Loan if there is enough to
     repay all the Loan. Any surplus in the suspense account after discharge of
     all obligations of all Obligors under the Loan Agreement will immediately
     be paid by the account holder to the Parent.

2.11 Discharge conditional

     Any settlement with, or discharge of, each Guarantor will be subject to a
     condition. This condition is that the settlement or discharge will be set
     aside if any prior payment, or any other guarantee, is set aside,
     invalidated or reduced. In this event each Guarantor agrees to reimburse
     each Lender, Arranger and the Agent for the value of the payment or
     guarantee which is set aside, invalidated or reduced.

<PAGE>

                                      101


2.12 Principal debtor

     In addition to the Guarantor's obligations as Guarantor, each Guarantor
     agrees to pay any amount which is not recoverable from that Guarantor as a
     Guarantor. Any amount due under this sub-Clause will be recoverable from
     any Guarantor as though the obligation had been incurred by that Guarantor
     as sole or principal debtor.

3.   GUARANTOR'S INDEMNITY

3.1  Indemnity

     Each Guarantor agrees that if any Borrower fails to make a payment
     expressed to be due under the terms of the Loan Agreement on its due date
     it will reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result. It also agrees to reimburse each Lender, Arranger and the Agent for
     all losses and expenses arising from any obligations of any Borrower being
     or becoming void, invalid, illegal or unenforceable. Clause 2.3 applies to
     this indemnity.

3.2  Amount of loss

     For the purposes of this Clause a Lender, Arranger and the Agent will be
     treated as having suffered a loss equal to the amount which is expressed as
     being due to it by any Borrower and unpaid. If this treatment is incorrect
     the Lender, Arranger or the Agent will produce evidence of its loss.

4.   WITHHOLDINGS

     (A)  Withholdings and deductions: This sub-Clause applies if a Guarantor is
          required by law to make a payment under this Guarantee and Indemnity
          net of a withholding or deduction. It also applies if the Agent is
          required by law to make a payment to a Lender or an Arranger under
          this Guarantee and Indemnity net of a withholding or deduction.

     (B)  Notice: Each Guarantor agrees to notify the Agent if it becomes aware
          that this sub-Clause applies. The Agent agrees to notify the
          Guarantors, the Lenders and the Arrangers if it becomes aware that
          this sub-Clause applies to any payments to be made by it.

     (C)  Grossing up: Each Guarantor agrees to increase the amount of any
          payment which is subject to a withholding or deduction. This applies
          both where the withholding or deduction is required on the payment by
          the Guarantor itself and where it is required on the payment by the
          Agent to the Lenders or the Arrangers. As a result of this increase
          the person entitled to the payment will be entitled to receive the
          same amount it would have received if there had been no withholding or
          deduction. In the case of a payment by a Guarantor which is
          incorporated in France to or for the account of a Lender, this
          paragraph (C) will only apply if that Lender is a Qualifying Bank.

<PAGE>

                                      102


     (D)  Payment of tax: Each Guarantor agrees to pay to the appropriate
          authority all amounts withheld or deducted by it. If a receipt or
          other evidence of payment can be issued, the Guarantors agree to
          deliver this to the Agent as soon as practicable.

     (E)  Tax credits:  This paragraph applies if:

          (i)   any Guarantor pays an additional amount under this sub-Clause (a
                "Tax Payment");

          (ii)  a Lender or Arranger effectively obtains a refund of tax, or
                obtains and uses a credit against tax, by reason of the Tax
                Payment or the withholding or deduction that gave rise to the
                Tax Payment (a "Tax Credit"); and

          (iii) that Lender or Arranger is able to identify the Tax Credit as
                being attributable to the Tax Payment or such withholding or
                deduction.

          In this case the Lender or Arranger agrees to reimburse to the
          Guarantor the amount that the Lender or Arranger reasonably determines
          in good faith to be the proportion of the Tax Credit which will leave
          the Lender or Arranger (after that reimbursement) in no better or
          worse position than it would have been in if the Tax Payment had not
          been required. Each Lender and Arranger will be entitled to arrange
          its tax affairs in whatever manner it thinks fit. No Lender or
          Arranger is obliged to disclose any information regarding its tax
          affairs or computations to any Guarantor.

5.   TAXES ETC ON A LENDER

     This sub-Clause applies if any Lender, Arranger or the Agent on its behalf
     is liable to pay any tax or other amount on or by reference to any sum
     payable to it under this Guarantee and Indemnity. The Guarantors agree to
     reimburse that Lender, Arranger or the Agent for that liability. This sub-
     Clause does not however apply where the liability is for tax on the net
     income of a Lender, Arranger or the Agent which is imposed by the
     jurisdiction in which its principal office or the office through which it
     is acting for the purpose of this Guarantee and Indemnity is situated.

6.   PAYMENTS

6.1  Method and timing of payments

     All payments under this Guarantee and Indemnity must be made in immediately
     available and freely transferable funds. Each payment must be for value on
     the due date.

6.2  Payments through the Agent

     (A)  Normal arrangements: All payments under this Guarantee and Indemnity
          will be made through the Agent. Each dollar payment

<PAGE>

                                      103


          will be made to the account of the Agent with Morgan Guaranty Trust
          Company of New York, New York, Account Name "MGT NY-Del" (SWIFT
          MGTCUS33EOD), account number 001 39 968, Attention: European
          Operations Group. Each non-dollar payment will be made to an account
          of the Agent. The details of this account will be notified to the
          payer by the Agent. The Agent will pay on an amount received as soon
          as the Agent has ascertained that it has been received.

     (B)  Alternative arrangements: If the Agent believes that it is, or will
          be, illegal or impossible for it to pay on to a Lender or Arranger in
          accordance with paragraph (A), it agrees to notify the Guarantors and
          that Lender or Arranger. In this case the Guarantors and that Lender
          or Arranger may agree alternative arrangements for payments to be made
          to that Lender or Arranger. Paragraph (A) will not apply to the extent
          excluded by those alternative arrangements. That Lender or Arranger
          agrees to provide notice of the arrangements to the Agent and that
          Lender will notify the Agent of payments in accordance with Clause
          14.1 of the Loan Agreement.

6.3  Payments to the Lenders and Arrangers

     Each payment by the Agent to a Lender or Arranger will be made to the
     account of that Lender or Arranger notified to the Agent for this purpose.

6.4  Change of account

     A Lender or Arranger may change any of its receiving accounts by not less
     than five Business Days' notice to the Agent. The Agent may change any of
     its receiving accounts by not less than five Business Days' notice to the
     Guarantors, the Lenders and the Arrangers.

<PAGE>

                                      104


6.5  Refunding of payments by the Agent

     This sub-Clause applies if the Agent makes a payment out in the mistaken
     belief that it has received or will receive an incoming payment on a
     particular day. In this case the person which received the payment from the
     Agent agrees to return it. It will also reimburse the Agent for all losses
     and expenses incurred by the Agent as a result of the payment. This sub-
     Clause does not affect the rights of the person which received the payment
     against the person which failed to make the payment to the Agent.

6.6  Non-Business Days

     If a payment would be due on a non-Business Day the payment obligation will
     be deferred to the next Business Day, unless that day is in another
     calendar month. Where it is in another calendar month that payment
     obligation will be brought forward to the previous Business Day.

     Interest will be adjusted accordingly.

6.7  Payment in full

     All payments by the Guarantors will be made in full and without set off or
     counterclaim. No payment will be made net of a withholding or deduction,
     unless this is required by law. In this event Clause 4 applies.

6.8  Set-off

     If a Guarantor owes money under this Guarantee and Indemnity the person to
     whom it is owed may set off this obligation against any moneys owed by that
     party to that Guarantor. The moneys owed by that party may be in a
     different currency, arise on a separate transaction or involve another
     branch. This sub-Clause applies only if there is an outstanding Termination
     Event or if a Mandatory Prepayment Event has occurred. Where amounts are in
     different currencies the person to whom money is owed under this Guarantee
     and Indemnity may convert amounts into the same currency using the then
     current exchange rate. If a Lender or Arranger sets off an obligation under
     this Guarantee and Indemnity, that Lender or Arranger agrees to notify the
     Agent promptly. The notice will provide details of the amount set off.

7.   LATE PAYMENT

7.1  Default interest

     The Guarantors agree to pay interest on all amounts unpaid under a this
     Guarantee and Indemnity after their due date for payment. This interest
     will be computed by reference to successive periods selected by the Agent.
     The first of these periods will start on the due date for payment of the
     unpaid amount. The rate of interest applicable during each of these periods
     will be a rate per annum equal to 2% plus LIBOR (or, as the case may be,
     EURIBOR) for that period plus the Margin plus the Costs Rate. This interest
     will be paid in arrear on the last day of

<PAGE>

                                      105


     each of these periods and on the date of payment of the unpaid amount.
     Interest will be due under this sub-Clause both before and after judgment.

7.2  Indemnity

     If the Guarantors fail to make a payment on the due date the Guarantors
     agree to reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result. The computation of these losses and expenses will take into account
     any amount received under Clause 7.1. The person claiming reimbursement
     will take reasonable steps to minimise the losses or expenses it so incurs.

8.   EVIDENCE, CERTIFICATES AND DETERMINATIONS

8.1  Evidence of debt

     The Agent will maintain in its books an account showing all liabilities
     accrued and payments made in relation to the Facility. Details of amounts
     outstanding recorded in this account will be evidence of each Borrower's
     obligations unless there is shown to be an error.

8.2  Certificates and determinations

     Any certificate or determination relating to this Guarantee and Indemnity
     must contain reasonable detail of the matter being certified or determined.
     Certificates and determinations produced by a Lender, Arranger or the Agent
     will be conclusive unless there is an obvious error.

9.   NOTICES

9.1  Nature of notices

     No notice delivered under this Guarantee and Indemnity may be withdrawn or
     revoked. Each notice delivered by a Guarantor must be unconditional. It
     must also be signed by an Authorised Person.

9.2  Delivery of notices

     A notice under this Guarantee and Indemnity will be effective only if it is
     in writing and is received. Faxes are permitted.

9.3  Notices through the Agent

     Each notice from a Guarantor, Lender or Arranger will be delivered to the
     Agent. The Agent agrees to pass on the details of notices received by it to
     the appropriate recipient as soon as reasonably practicable.

9.4  Address details

     Notices will be delivered to the address of the intended recipient as set
     out on the execution page. A Guarantor, Lender or Arranger may change its
     address details by notice to the Agent. The Agent may change

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                                      106


     its address details by notice to the Borrower's Agent, Lenders and
     Arrangers.

10.  ASSIGNMENT

     A Lender may assign in whole or in part its rights under this Guarantee and
     Indemnity to any person to whom it assigns or novates the whole or part of
     its interest in the Facility.

11.  COUNTERPARTS

     There may be several signed copies of this Guarantee and Indemnity. There
     is intended to be a single instrument and each signed copy is a counterpart
     of that instrument.

12.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     The parties to this Guarantee and Indemnity do not intend that any term of
     this Guarantee and Indemnity should be enforceable, by virtue of the
     Contracts (Rights of Third Parties) Act 1999, by any person who is not a
     party to this Guarantee and Indemnity.

13.  LAW AND JURISDICTION

13.1 Law

     This Guarantee and Indemnity is to be governed by and construed in
     accordance with English law.

13.2 Jurisdiction

     The courts of England and any New York State Court or U.S. Federal Court,
     in either case sitting in the City and County of New York (the "New York
     Courts") are to have jurisdiction to settle any disputes in connection with
     this Guarantee and Indemnity. This submission is irrevocable and is for the
     exclusive benefit of the Lenders, the Arrangers and the Agent. It does not
     prevent proceedings being commenced by any Lender, the Arrangers or the
     Agent in the courts of any other country or, subject to applicable law, in
     the courts of more than one country at the same time. The Guarantors also
     irrevocably waive to the extent applicable, any privilege under Articles 14
     and 15 of the French Civil Code and any objection on the ground of forum
                                                                        -----
     non conveniens or on any other ground, to proceedings in the courts of
     --------------
     England or New York Courts. They also irrevocably agree that a judgment
     which is final (and the time within which any appeal may be made has
     expired) obtained in any proceedings brought in the courts of England and
     New York will be conclusive and binding on them and may be enforced in any
     other court.

13.3 Guarantors' agent for the service of process

     The Guarantors irrevocably appoint Evelink PLC of 160-161 Drury Lane,
     London WC2B 5QG, to be their agent for the service of process in

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                                      107


     England. Any documentation in connection with proceedings in the courts of
     England may be delivered to this agent and in that case will be treated as
     delivered to the relevant Guarantor. The Guarantors agree that, in the case
     of proceedings before the New York Courts, any writ or other notice of
     process shall be sufficiently served on the Guarantors or any of them if a
     copy of it is mailed by registered or certified mail (air mail, if
     overseas), postage prepaid, return receipt requested, to the address for
     the time being for the service of notices on the Guarantors under Clause
     9.4. Any documentation in connection with proceedings in the New York
     Courts shall be mailed, as described above, and in each case will be
     treated as delivered to the Guarantors or the relevant Guarantor(s).

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                                      108


                              EXECUTION AS A DEED

Guarantors

HAVAS ADVERTISING                          )
                                           )
Executed as a deed by HAVAS                )
ADVERTISING acting by [ ] who in           )
accordance with the laws of the            )
territory in which HAVAS ADVERTISING is    )
incorporated is acting under the           )
authority of HAVAS ADVERTISING

Address: 84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number: + 33 (0) 1 41 34 30 81

Attention: Alain Camon

HAVAS ADVERTISING INTERNATIONAL SA         )
                                           )
Executed as a deed by HAVAS ADVERTISING    )
INTERNATIONAL SA acting by [     ] who in  )
accordance with the laws of the            )
territory in which HAVAS ADVERTISING       )
INTERNATIONAL SA is incorporated is        )
acting under the authority of HAVAS        )
ADVERTISING INTERNATIONAL SA

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81

Attention:  Alain Camon

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                                      109


HAS ACQUISITION CORP.                            )
                                                 )
Executed as a deed by HAS ACQUISITION            )
CORP. acting by [       ] who in accordance      )
with the laws of the territory in which          )
HAS ACQUISITION CORP. is incorporated is         )
acting under the authority of HAS                )
ACQUISITION CORP.

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France
Fax Number:  + 33 (0) 1 41 34 30 81
Attention:  Alain Camon

EWDB NORTH AMERICA INC.                          )
                                                 )
Executed as a deed by EWDB NORTH AMERICA         )
INC. acting by [     ] who in accordance         )
with the laws of the territory in which          )
EWDB NORTH AMERICA INC. is incorporated          )
is acting under the authority of EWDB
NORTH AMERICA INC.

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81

Attention:  Alain Camon

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                                      110


EVELINK PLC                             )    ___________________________
                                        )    Director
Executed as a deed by EVELINK PLC       )
acting by [a director and its           )    ___________________________
secretary/two directors]                )    [Secretary/Director

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81

Attention:  Alain Camon

Agent

MORGAN GUARANTY TRUST COMPANY OF NEW    )
YORK                                    )
                                        )
Executed as a deed by MORGAN            )
GUARANTY TRUST COMPANY OF NEW YORK      )
acting by [                   ] who     )
in accordance with the laws of the      )
territory in which MORGAN GUARANTY      )
TRUST COMPANY OF NEW YORK is            )
incorporated is acting under the
authority of MORGAN GUARANTY TRUST
COMPANY OF NEW YORK

Address:  60 Victoria Embankment,
London EC4Y OJP

Fax Number:  0207 325 8190

Attention:  Loans Capital Markets
Middle Office

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                                      111


SCHEDULE 10 : FORM OF EFFECTIVE GLOBAL RATE LETTER

To:
       [Seat, number and address]

Date:  [            ],

Dear Sirs,

Subject: US$400,000,000 Credit Facility under a loan agreement dated
[      ], 2000 (the "Agreement")

We refer to the Agreement between (1) the Borrowers, (2) the Guarantor, (3) the
Lenders, (4) the Arrangers and (5) the Agent (each as defined in the Agreement).

Terms defined in the Agreement shall bear the same meaning in this letter unless
otherwise defined in this letter.

We confirm that:

1.   this is the letter referred to in Clause 8.7 (Taux Effectif Global) of the
     Agreement;

2.   the applicable effective global rate ("taux effectif global") referred to
     in Clause 8.7 (Taux Effectif Global), calculated on the basis of a 365 day
     year, is:

     .    for an Interest Period of one month and at [   ] the rate of [   ]%
          per annum, [    ]%;

     .    for an Interest Period of three months and at [   ] the rate of
          [    ]% per annum, [   ]%;

     .    for an Interest Period of six months and at [     ] the rate [   ]%
          per annum [    ]%.

     The above rates are given on an indicative basis and for information only,
     in order to comply with the provisions of articles L.313-1 to L.313-6 of
     the French Code de la Consommation and on the basis (i) that drawdown for
     the full amount of the Facility has been made in        on [date],
     (ii) that the [     ] rate, expressed as an

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                                      112

     annual rate, is as fixed on [date], (iii) [that the Margin is the [maximum]
     applicable and (iv)] of the commissions and various fees payable by you on
     the terms of the Agreement. Such rates shall not be binding on the
     [Lenders].


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                                      113


We should be grateful if you would confirm your acceptance of the terms of this
letter by signing and returning to us the enclosed copy.

                               Yours faithfully,

                               _________________
     Signed for and on behalf of Morgan Guaranty Trust Company of New York

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                                      114


                                  SIGNATURES

Borrowers
---------

HAVAS ADVERTISING

Address:       84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:    + 33 (0) 1 41 34 30 81

Attention:     Alain Camon

By:            /s/ Jacques Herail


HAVAS ADVERTISING INTERNATIONAL SA

Address:       84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:    + 33 (0) 1 41 34 30 81

Attention:     Alain Camon

By:            /s/ Jacques Herail


HAS ACQUISITION CORP.

Address:       84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:    + 33 (0) 1 41 34 30 81

Attention:     Alain Camon

By:            /s/ Jacques Herail


EWDB NORTH AMERICA INC.

Address:       84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:    + 33 (0) 1 41 34 30 81

Attention:     Alain Camon

By:            /s/ Jacques Herail

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                                      115


Guarantors
----------

Signed for and on behalf of
all the Guarantors listed below

By:  /s/ Jacques Herail


HAVAS ADVERTISING

Address:              84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:           + 33 (0) 1 41 34 30 81

Attention:            Alain Camon


HAVAS ADVERTISING INTERNATIONAL SA

Address:              84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:           + 33 (0) 1 41 34 30 81

Attention:            Alain Camon


HAS ACQUISITION CORP.

Address:              84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:           + 33 (0) 1 41 34 30 81

Attention:            Alain Camon


EWDB NORTH AMERICA INC.

Address:              84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:           + 33 (0) 1 41 34 30 81

Attention:            Alain Camon


EVELINK PLC

Address:              84 rue de Villiers, 92683 Levallois-Perret Cedex, France

Fax Number:           + 33 (0) 1 41 34 30 81

Attention:            Alain Camon

<PAGE>

                                      116


Arrangers
---------

J.P. MORGAN SECURITIES LTD.

By:  /s/ Arturo Miranda


SOCIETE GENERALE

By:  /s/ Yves Lallemand


Lenders
-------


MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Address:       60 Victoria Embankment, London EC4Y OJP, England

Fax number:    0207 325 8190

Attention:     Loans Capital Markets Middle Office

By:            /s/ Arturo Miranda


SOCIETE GENERALE

Address:       Tour Societe Generale, 17, Cours Valmy 92972 Paris La Defense,
               France

Fax number:    + 33 (0) 1 42 14 60 93

Attention:     Anne-Lise Lengrand

By:            /s/ Yves Lallemand


Agent
-----

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Address:       60 Victoria Embankment, London EC4 0JP, England

Fax Number:    0207 325 8190

Attention:     Loans Capital Markets Middle Office

By:            /s/ Arturo Miranda