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                                                                    Exhibit 4.16

THIS AGREEMENT is dated 28th March, 2003 between:

(1)  ADECCO SA (the "Company") and ADECCO REINSURANCE COMPANY, LIMITED (the "LC
     Borrower") as borrowers;

(2)  ADECCO SA as guarantor (in this capacity, the "Guarantor");

(3)  BANC OF AMERICA SECURITIES LIMITED, THE ROYAL BANK OF SCOTLAND plc and SG
     INVESTMENT BANKING as joint mandated lead arrangers (each an "MLA" and
     together the "MLAs");

(4)  THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "Banks");

(5)  THE ROYAL BANK OF SCOTLAND plc as agent for the Finance Parties (in this
     capacity the "Agent"); and

(6)  BANK OF AMERICA N.A. as issuing bank.

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:

     "Accession Agreement"

     means an accession agreement substantially in the form of Schedule 7 (Form
     of Accession Agreement).

     "Adecco CC"

     means Adecco Coordination Center SA.

     "Advance"

     means a cash advance made by a Bank under this Agreement.

     "Affiliate"

     means a Subsidiary or a Holding Company of a person or any other Subsidiary
     of that Holding Company.

     "Agent's Spot Rate of Exchange"

     means the Agent's spot rate of exchange for the purchase of the relevant
     Optional Currency in the London foreign exchange market with euros at or
     about 11.00 a.m. on a particular day.

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                                       2

     "Approved Bank"

     means a financial institution which (i) qualifies as a bank pursuant to the
     laws of the jurisdiction of the place of its registered office, provided
     that it has a genuine banking activity as per explanatory notes no.
     S-02.128 (1.2000) of the Swiss Federal Tax Administration and, (ii) is a
     company within the meaning of article 2, paragraph 2, 1 DEG. of the Belgian
     Income Tax Code (1992).

     "Availability Period"

     means the period from and including the Signing Date up to the Final
     Maturity Date.

     "Belgian Reservations"

     means the reservations contained in paragraphs ( a) to ( h) of the opinion
     provided pursuant to paragraph 7 of Part II of Schedule 2 (Adecco CC
     Conditions Precedent Documents) to this Agreement.

     "Beneficiary"

     means any beneficiary of an LC approved by the Borrowers' Agent, and
     accepted by the Agent and the Issuing Bank, such acceptance not to be
     unreasonably withheld or delayed, subject to the application of the Agent's
     and Issuing Bank's standard procedures in considering the acceptance of a
     beneficiary.

     "Bermudan Reservations"

     means the reservations contained in paragraphs ( a) to ( l) of the opinion
     provided pursuant to paragraph 7(d) of Part I of Schedule 2 (Initial
     Conditions Precedent Documents) to this Agreement.

     "Borrowers"

     means, subject to Clause 29.6 (New Borrower) and Clause 29.7 (Resignation
     of Adecco CC), each of the Company, Adecco CC and, where the context
     applies, the LC Borrower.

     "Borrowers' Agent"

     means the Company or such other member of the Group as is nominated by the
     Company with the previous consent of the Agent.

     "Break Costs"

     means the amount (if any) by which:

     (a)  the interest which a Bank should have received for the period from the
          date of receipt of all or any part of its participation in an Advance
          to the last day of the current Term in respect of that Advance, had
          the principal amount received been paid on the last day of that Term;

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                                       3

     exceeds:

     (b)  the amount which that Bank would be able to obtain by placing an
          amount equal to the principal amount received by it on deposit with a
          leading bank in the London or (in the case of euros) European
          interbank market for a period starting on the Business Day following
          receipt or recovery and ending on the last day of the current Term.

     "Business Day"

     means a day (other than a Saturday or a Sunday) on which banks are open for
     general interbank business in London, Zurich and Brussels and:

     (a)  in relation to a payment date for an Optional Currency, the principal
          financial centre of the country of that Optional Currency; and

     (b)  in relation to a payment day for euros, a TARGET Day.

     "Commitment"

     means;

     (a)  in respect of a Bank, which is a Bank on the date of this Agreement,
          the amount in euros set opposite the name of that Bank in Schedule 1
          and the amount of any other Bank's Commitment acquired by it under
          Clause 29 (Changes to the Parties); or

     (b)  in relation to a Bank which becomes a Bank after the date of this
          Agreement, the amount of any other Bank's Commitment acquired by it
          under Clause 29 (Changes to the Parties),

     to the extent not cancelled, reduced or transferred by it under this
     Agreement.

     "Consolidated Interest Expenses"

     means, in relation to any period, the aggregate, calculated on a
     consolidated basis, of all interest, fees, commissions and other costs,
     expenses or charges (including without limitation, the interest element of
     any hire payments under Finance Leases) accruing due from members of the
     Group during such a period in respect of Financial Indebtedness.

     "Default"

     means an Event of Default or an event which, with the giving of notice,
     lapse of time, determination of materiality or fulfilment of any other
     applicable condition (or any combination of the foregoing), would
     constitute an Event of Default.

     "Drawdown Date"

     means the date for the making of the relevant Advance.

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                                       4

     "EBIT"

     means, in relation to any period, consolidated profits of the Group from
     continuing operations before Consolidated Interest Expenses and taxes on
     income and profits during that period.

     "EBITDA"

     means, in relation to any period, EBIT after adding back depreciation and
     amortisation charged during that period.

     "EURIBOR"

     means in relation to any Advance in euros:

     (a)  the applicable Screen Rate; or

     (b)  if the applicable Screen Rate is not available for the relevant
          period, the arithmetic mean of the rates (rounded upwards to four
          decimal places) as supplied to the Agent at its request quoted by the
          Reference Banks to the leading banks in the European interbank market,

     at or about 11.00 a.m. Brussels time on the Rate Fixing Day for the
     offering of deposits in euros for a period comparable to the relevant Term.

     "euro", "euros" and "(euro)"

     means the single currency of the Participating Member States.

     "Event of Default"

     means an event specified as such in Clause 20.1 (Events of Default).

     "Existing Facility"

     means the facility made available on the terms of a facility agreement
     dated 27th January, 2000 and made between, inter alia, Adecco SA as a
     borrower, Bank of America International Limited and Societe Generale as
     arrangers and Bank of America International Limited as agent, as amended
     and restated on 24th January, 2001.

     "Existing LCs"

     means each of the following letters of credit:

     (a)  LC No. 972069 dated 17th February, 1998 in the sum of US$60,078,000.00
          (as increased and with approximately US$113,885,265.00 outstanding) in
          favour of National Union Fire Insurance Company of Pittsburgh; and

     (b)  LC No. 972999 dated 3rd March, 1998 in the sum of US$5,300,000.00
          (with approximately US$905,000.00 outstanding) in favour of The
          Travelers Indemnity.

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                                       5

     "Facility"

     means the facility made available under this Agreement as referred to in
     Clause 2.1 (Facility).

     "Facility Office"

     means the office(s) notified by a Bank to the Agent:

     (a)  on or before the date it becomes a Bank; or

     (b)  by not less than five Business Days' notice,

     as the office(s) through which it will perform all or any of its
     obligations under this Agreement.

     "Fee Letter"

     means the letter dated 18th February, 2003 between Bank of America, N.A.,
     Banc of America Securities Limited, The Royal Bank of Scotland plc, Societe
     Generale, SG Investment Banking and the Borrowers' Agent setting out the
     amount of various fees referred to in Clause 22 (Fees) and any subsequent
     letter relating to any such fees.

     "Final Maturity Date"

     means the day which is five years from the Signing Date or if that date is
     not a Business Day, the preceding Business Day.

     "Finance Document"

     means this Agreement, the Fee Letter, a Novation Certificate, an LC or any
     other document designated as such by both the Agent and the Borrowers'
     Agent.

     "Finance Lease"

     means a lease or hire purchase arrangement which constitutes a capital
     lease under GAAP.

     "Finance Party"

     means an MLA, a Bank, the Agent or the Issuing Bank.

     "Financial Indebtedness"

     means, in relation to any period, the aggregate of (but without including
     any item more than once):

     (a)  all principal amounts outstanding under this Agreement and other loan
          facilities;

     (b)  amounts raised by acceptance under any acceptance credit facility;

     (c)  all monies raised under any note purchase facility or by the issue of
          notes, bonds, debentures or other securities;

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                                       6

     (d)  rental payments under Finance Leases to the extent capitalised under
          GAAP;

     (e)  the amount of any liability in respect of any part of the purchase
          price for any property or services the payment of which is agreed to
          be deferred for a period in excess of 180 days, but excluding all
          Financial Indebtedness under this paragraph (e) which in aggregate
          totals not more than euro 20,000,000;

     (f)  amounts raised under any other transaction having the commercial
          effect of a borrowing entered into by any person in order to finance
          its operations or capital requirements; and

     (g)  the amounts raised pursuant to securitisation or other sales of
          receivables by any member of the Group,

     but excluding Indebtedness referred to in any of (a) to (g) above
     outstanding to another member of the Group.

     "Financial Officer"

     means the relevant Obligor's Chief Financial Officer, its Corporate
     Treasurer or its Corporate Controller and in the case of Adecco CC and the
     LC Borrower any board member.

     "GAAP"

     means:

     (a)  in relation to the Company, US GAAP or, on and following the time of
          the production of the first set of consolidated financial statements
          of the Group following the time at which it has determined to produce
          its financial statements in accordance with IAS (as notified to the
          Agent by the Company), IAS; and

     (b)  in relation to any other Obligor, US GAAP, IAS or the generally
          accepted accounting principles in its state of incorporation as in
          force from time to time.

     "Group"

     means the Company and its Subsidiaries from time to time.

     "Holding Company"

     means, in relation to a person, an entity to which that person is a
     Subsidiary.

     "IAS"

     means the International Accounting Standard referred to in Regulation (EC)
     No.1606/2002 of the European Parliament and of the Council of 19th July,
     2002 on the application of international accounting standards.

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                                       7

     "Indebtedness"

     means any obligation (whether incurred as principal or as surety) for the
     payment or repayment of money whether present or future, actual or
     contingent.

     "Information Memorandum"

     means the document concerning the Company which, at its request and on its
     behalf, was prepared in relation to this transaction and distributed by the
     MLAs to selected banks in February, 2003.

     "Issuing Bank"

     means Bank of America N.A., or such other Bank willing to act as Issuing
     Bank as may be agreed from time to time between the Borrowers' Agent, the
     Issuing Bank, the Agent and that Bank.

     "LC"

     means the Existing LCs and each standby letter of credit issued or to be
     issued by the Issuing Bank to a Beneficiary in accordance with the terms of
     this Agreement substantially in a form agreed between the Borrowers' Agent,
     the Agent and the Issuing Bank. The Agent and Issuing Bank shall act
     reasonably in agreeing the form of standby letter of credit, subject to the
     application of their standard procedure in agreeing a form of standby
     letter of credit.

     "LIBOR"

     means in relation to any Advance:

     (a)  the applicable Screen Rate; or

     (b)  if no Screen Rate is available for the currency or period of that
          Advance, the rates (rounded upward to four decimal places) as supplied
          to the Agent at its request quoted by the Reference Banks to leading
          banks in the London interbank market,

     at or about 11.00 a.m. on the applicable Rate Fixing Day for the offering
     of deposits in the currency of the relevant Advance for a period comparable
     to the Term for that Advance.

     "Majority Banks"

     means, at any time, Banks:

     (a)  whose participations in the Utilisations then outstanding aggregate
          more than 662/3 per cent. of all the Utilisations then outstanding; or

     (b)  if there are no Utilisations then outstanding, whose Commitments then
          aggregate more than 662/3 per cent. of the Total Commitments; or

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                                       8

     (c)  if there are no Utilisations then outstanding and the Total
          Commitments have been reduced to nil, whose Commitments aggregated
          more than 662/3 per cent. of the Total Commitments immediately before
          the reduction.

     "Mandatory Cost"

     means the percentage rate per annum calculated by the Agent in accordance
     with Schedule 5 (Mandatory Cost Formulae).

     "Margin"

     means at any time the percentage rate per annum determined at such time to
     be the Margin for Advances in accordance with Clause 10.5 (Calculation of
     Margin and utilisation fee).

     "Margin Certificate"

     has the meaning given to that term in Clause 10.5(c) (Calculation of Margin
     and utilisation fee).

     "Maturity Date"

     means in relation to a Utilisation, the last day of the Term of that
     Utilisation.

     "Net Consolidated Financial Debt"

     means at any time, the aggregate Financial Indebtedness, on a consolidated
     basis, of the Group minus cash or cash equivalents recognised under GAAP
     held by any member of the Group at that time.

     "New York Business Day"

     means a day (other than a Saturday or Sunday) on which banks are open for
     business in New York.

     "Novation Certificate"

     has the meaning given to it in Clause 29.3 (Procedure for novations).

     "Obligor"

     means the Borrower's Agent, a Borrower or the Guarantor (but shall exclude
     Adecco CC before it becomes a Borrower under Clause 29.6 (New Borrower) and
     should it cease to be a Borrower under Clause 29.7 (Resignation of Adecco
     CC)).

     "Optional Currency"

     means in relation to any Advance or proposed Advance:

     (a)  any currency approved by the Banks; and

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                                       9

     (b)  any currency (other than euros) which for the time being is freely
          transferable and convertible into euros.

     "Original Euro Amount"

     in relation to a Utilisation means:

     (a)  if that Utilisation is denominated in euros, the amount of that
          Utilisation; or

     (b)  if that Utilisation is denominated in an Optional Currency, the
          equivalent in euros of the amount of that Utilisation at the Agent's
          Spot Rate of Exchange three Business Days before its Utilisation Date,
          and save that, in the case of an LC with a Term of more than 12 months
          , the Original Euro Amount will be updated to the equivalent in euros
          of the amount of that LC at the Agent's Spot Rate of Exchange on each
          anniversary of the issuance of that LC.

     The Original Euro Amount of the Existing LCs will be calculated at the
     Agent's Spot Rate of Exchange on the Signing Date.

     "Original Financial Statements"

     means the audited consolidated financial statements of the Group for the
     financial year ended 31st December, 2002.

     "Participating Member State"

     means a member state of the European Communities that adopts the euro as
     its currency in accordance with legislation of the European Union relating
     to Economic and Monetary Union.

     "Party"

     means a party to this Agreement.

     "Permitted Security Interest"

     means any Security Interest:

     (a)  referred to in Schedule 6 (Schedule of Security Interests) and any
          other Security Interest created or outstanding with the prior written
          consent of the Majority Banks provided that, unless permitted by any
          other exception below, the aggregate principal amount secured by such
          Security Interest will not be increased without such further consent;

     (b)  that attaches to receivables, the underlying contract generating such
          receivables, the collections in respect thereof and the benefit of any
          insurances covering such contracts, pursuant to a securitisation or
          sale of receivables in respect of which an amount at least equal to
          the sale proceeds of such receivables is treated as Financial
          Indebtedness for the purpose of this Agreement;

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                                       10

     (c)  over receivables of any one or more members of the Group in a maximum
          aggregate amount of the greater of (i) euro 75,000,000 (or its
          equivalent in other currencies) and (ii) 5 per cent. of outstanding
          gross receivables as required to be included in the Company's
          consolidated financial statements to secure Financial Indebtedness
          incurred by members of the Group;

     (d)  arising solely by operation of law and either for so long as it
          remains unenforceable or otherwise is discharged within 30 days, or
          arising by virtue of a banker's right of set-off or combination of
          accounts arising by operation of law or any rights of set-off arising
          in the normal course of business and the aggregate amount of which is
          not material or netting arrangements arising in the ordinary course of
          banking business for cash management purposes, whether arising by
          operation of law or contract;

     (e)  over any security deposits required in respect of leased premises;

     (f)  arising under any retention of title arrangements entered into in the
          ordinary course of trading;

     (g)  over goods or documents of title to goods arising in the ordinary
          course of documentary credit transactions;

     (h)  on assets acquired after the Signing Date, or on assets of a body
          corporate which becomes a Subsidiary of the Company by acquisition
          after the Signing Date, provided that:

          (i)  any such Security Interest is in existence prior to such
               acquisition and is not created in contemplation of such
               acquisition; and

          (ii) the amounts secured by such Security Interest does not exceed, at
               any time, the amount secured by it as at the date of acquisition
               or agreed to be secured by it (in accordance with the original
               terms on which such Security Interest was created) as at the date
               of acquisition;

     (i)  over any assets to secure Indebtedness of any member of the Group
          where the lender has no right of recovery of such Indebtedness against
          the general assets and undertaking of such member of the Group but has
          a limited right of recourse only against the asset acquired with the
          proceeds of such Indebtedness;

     (j)  created in favour of a plaintiff or defendant in any action, or the
          court or tribunal before which such action is brought, as security for
          costs or expenses where any member of the Group is prosecuting or
          defending such action in the bona fide interests of that member and
          any other member of the Group;

     (k)  pursuant to any order of attachment, distraint, garnishee order or
          injunction restraining disposal of assets or similar legal process
          arising in connection with legal proceedings;

     (l)  created or outstanding on or over any assets of any member of the
          Group provided that the aggregate principal amount so secured under
          this paragraph (l) shall not at any time exceed euro 35,000,000 or its
          equivalent in other currencies;

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                                       11

     (m)  created pursuant to any arrangements to satisfy the mandatory
          requirements of a government or governmental agency applicable to the
          licensing or regulation of employment agencies or staffing services
          businesses; and

     (n)  securing Indebtedness incurred to refinance other Indebtedness
          permitted to be secured under paragraphs (a) to (l) above inclusive or
          this paragraph (n) provided that the aggregate principal amount of the
          Indebtedness secured by such Security Interest is not increased and
          such Security Interest does not extend to any assets other than those
          which are subject to the Security Interest securing the refinanced
          Indebtedness.

     "Principal Subsidiary"

     means each of Adecco Career Staff Limited (Japan), Adecco Travail
     Temporaire SASU, Adecco UK Limited, Adecco USA, Inc., Adecco Societa di
     Fornitura di Lavoro Temporaneo SPA and Adia SASU, and any operating
     Subsidiary of the Company whose net revenues, at any time, represent 5% or
     more of the consolidated net revenues of the Company's Group at any time,
     and for this purpose:

     (a)  the net revenues of any such Subsidiary shall be ascertained by
          reference to:

          (i)  the financial statements of such Subsidiary at the date to which
               the last audited consolidated financial statements of the Group
               have been prepared; or

          (ii) if such body corporate becomes a Subsidiary of the Company after
               that date, the latest financial statements of such Subsidiary
               adjusted to take into account subsequent acquisitions and
               disposals or other changes in circumstances;

     (b)  the consolidated net revenues of the Group shall be ascertained by
          reference to the Original Financial Statements until the date of first
          delivery of the audited consolidated financial statements of the
          Company pursuant to Clause 19.2 (Financial Information) and,
          thereafter, shall be ascertained by reference to the latest audited
          consolidated financial statements of the Company delivered pursuant to
          Clause 19.2 (Financial Information); and

     (c)  once a body corporate has become a Principal Subsidiary, it shall be
          considered to be one until it has been demonstrated to the reasonable
          satisfaction of the Agent that it has ceased to be a Principal
          Subsidiary, a written report from the Company's auditors to this
          effect being sufficient for this purpose.

     Provided that the Agent shall be entitled to seek information from the
     Company on the consolidated net revenues of any Subsidiary of the Company
     and, if following review thereof, the Agent is reasonably of the opinion
     that a particular Subsidiary is a Principal Subsidiary as defined above,
     such Subsidiary shall thenceforth be a Principal Subsidiary.

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                                       12

     "Proportion"

     means, in relation to each LC and each Bank, the proportion which the
     Commitment of that Bank bears to the Total Commitments.

     "Rate Fixing Day"

     means:

     (a)  the second Business Day before the Utilisation Date for an Advance; or

     (b)  in the case of an Advance in euros, the second TARGET Day before the
          Utilisation Date for an Advance,

     or, in each case, such other day on which it is market practice in the
     relevant interbank market for leading banks to give quotations for deposits
     in the relevant currency for delivery on the first day of the relevant Term
     of the Advance, as determined by the Agent.

     "Reference Banks"

     means, subject to Clause 29.4 (Reference Banks), Bank of America N.A.,
     Societe Generale, and The Royal Bank of Scotland plc.

     "Request"

     means a request made by a Borrower for a Utilisation, substantially in the
     form of Schedule 3 (Form of Request).

     "Requested Amount"

     means the Original Euro Amount of a Utilisation requested in a Request.

     "Reservations"

     means the principle that equitable remedies are remedies which may be
     granted or refused at the discretion of the court, the limitation of
     enforcement by laws relating to bankruptcy, insolvency, liquidation,
     reorganisation, court schemes, moratoria, administration and other laws
     generally affecting the rights of creditors, the time barring of claims
     under the Limitation Acts, the possibility that an undertaking to assume
     liability for or to indemnify a person against non-payment of UK stamp duty
     may be void, defences of set-off or counterclaim and similar principles,
     rights and defences under the laws of any jurisdiction in which relevant
     obligations may have to be performed.

     "Screen Rate"

     means:

     (a)  in relation to LIBOR, the British Bankers Association Interest
          Settlement Rate for the relevant currency and period; and

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                                       13

     (b)  in relation to EURIBOR, the percentage rate per annum determined by
          the Banking Federation of European Union for the relevant period,

     displayed on Telerate 3750 in the case of LIBOR and Telerate 248 in the
     case of EURIBOR. If the agreed page is replaced or service ceases to be
     available, the Agent may specify another page or service displaying the
     appropriate rate after consultation with the Company and the Banks.

     "Security Interest"

     means any mortgage, pledge, lien, charge, assignment, hypothecation or
     security interest or any other agreement or arrangement having the effect
     of conferring security or any other type of preferential arrangement
     (including title transfer and retention arrangements and arrangements
     whereby sums deposited with a financial institution are conditioned as to
     maturity so as to achieve quasi-security through set-off) having a similar
     effect.

     "SESTA"

     means the Swiss Federal Act on Stock Exchanges and Securities Trading of
     24th March, 1995.

     "Signing Date"

     means the date of this Agreement.

     "Sterling" or "(pound)"

     means the lawful currency for the time being of the United Kingdom.

     "Subsidiary"

     means, in relation to a company or corporation, any company or corporation:

     (a)  which is controlled, directly or indirectly, by the first-mentioned
          company or corporation;

     (b)  more than half the issued share capital of which is beneficially
          owned, directly or indirectly, by the first mentioned company or
          corporation; or

     (c)  which is a subsidiary of another subsidiary of the first-mentioned
          company or corporation

     and, for these purposes, a company or corporation shall be treated as being
     controlled by another if that other company or corporation is able to
     direct its affairs and/or to control the composition of its board of
     directors or equivalent body.

     "Swiss Franc"

     means the lawful currency for the time being of Switzerland.

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                                       14

     "Swiss Reservations"

     means the reservations contained in paragraphs (a) to (g) of the opinion
     provided pursuant to paragraph 7(c) of Part I of Schedule 2 (Initial
     Conditions Precedent Documents) of this Agreement.

     "TARGET Day"

     means a day on which the Trans-European Automated Real-time Gross
     settlement Express Transfer (TARGET) System is operating.

     "Tax(es)"

     includes any present or future tax, levy, impost, duty, charge, fee,
     deduction or withholding of any similar nature (including any penalty or
     interest payable in connection with any failure to pay or any delay in
     paying any of the same).

     "Term"

     means the period selected by a Borrower in a Request for which the relevant
     Utilisation is to be outstanding.

     "Total Commitments"

     means the aggregate for the time being of the Commitments being euro
     580,000,000 at the Signing Date.

     "US GAAP"

     means generally accepted accounting principles in the United States of
     America from time to time.

     "US Dollars" or "US$"

     means the lawful currency for the time being of the United States of
     America.

     "Utilisation"

     means an Advance and an LC in each case which is the subject of a Request
     by a Borrower.

     "Utilisation Date"

     means:

     (a)  in the case of an Advance, the date for the making of the relevant
          Advance; and

     (b)  in the case of an LC, the date for issuance of the relevant LC.

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                                       15

     "VAT"

     means value added tax as provided for in the Value Added Tax Act 1994 and
     any other tax of a similar nature.

     "Winding up"

     of a person includes the reorganisation, administration, dissolution or
     liquidation of that person, and any equivalent or analogous procedure under
     the law of any jurisdiction in which that person is incorporated, domiciled
     or resident or carries on business or has assets.

1.2  Construction

(a)  In this Agreement, unless the contrary intention appears, a reference to:

     (i)  the "Agent" shall be construed so as to include its and any subsequent
          successors, transferees and assigns in accordance with their
          respective interests;

          an "amendment" includes a supplement, novation or re-enactment and
          "amended" is to be construed accordingly;

          "assets" includes present and future properties, revenues and rights
          of every description;

          an "authorisation" includes an authorisation, consent, approval,
          resolution, licence, exemption, filing, registration or notarisation;

          a "Bank" shall be construed so as to include its and any subsequent
          successors, transferees and assigns in accordance with their
          respective interests;

          "control" means the power to direct the management and policies of an
          entity, whether through the ownership of voting capital, by contract
          or otherwise;

          "European interbank market" means the interbank market for euro
          operating in Participating Member States.

          a "material adverse effect" means a material adverse effect in the
          business or financial condition of the Company or any member of the
          Group which would be likely to have a material and adverse effect on
          the ability of each Obligor to meet its obligations under any of the
          Finance Documents;

          a "month" is a reference to a period starting on one day in a calendar
          month and ending on the numerically corresponding day in the next
          calendar month, except that:

          (1)  if there is no numerically corresponding day in the month in
               which that period ends, that period shall end on the last
               Business Day in that calendar month; or

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                                       16

          (2)  if a Term commences on the last Business Day of a calendar month,
               that Term shall end on the last Business Day in the calendar
               month in which it is to end;

          "outstanding" in relation to a Default or Event of Default means that
          the Default or Event of Default has not been remedied or waived;

          a "person" includes any individual, unincorporated association or body
          of persons (including a partnership, joint venture or consortium),
          government, state, agency, international organisation or other entity;

          a "principal amount" in relation to an LC is a reference to the
          maximum amount which is expressed to be capable of being demanded
          under the LC ignoring the aggregate of any cash cover held in relation
          to the LC;

          a "regulation" includes any regulation, rule, official directive,
          request or guideline (whether or not having the force of law) of any
          governmental, inter-governmental or supranational body, agency,
          department or regulatory, self-regulatory or other authority or
          organisation;

          a "Screen" or "page" on a Screen in the definition of "LIBOR" and
          "EURIBOR" includes any replacement screen or page nominated by the
          British Bankers Association as the information vendor for the purpose
          of displaying British Bankers Association Interest Settlement Rates
          for deposits in various currencies;

     (ii) a provision of law is a reference to that provision as amended or
          re-enacted;

     (iii) a Clause or a Schedule is a reference to a clause of or a schedule to
           this Agreement;

     (iv) a person includes its successors, transferees and assigns;

     (v)  a Finance Document or another document is a reference to that Finance
          Document or other document as amended; and

     (vi) a time of day is a reference to London time.

(b)  Unless the contrary intention appears:

     (i)  an LC being "repaid" or "prepaid," and any derivation thereof means:

          (A)  providing the Agent (for the Issuing Bank) with cash cover in US
               Dollars; or

          (B)  reducing (in accordance with the terms of this Agreement and the
               relevant LC) the amount that may be demanded under the relevant
               LC (or by that amount automatically reducing in accordance with
               the terms of the relevant LC);

          (C)  cancelling the LC by returning the original to the Issuing Bank
               for cancellation together with written confirmation (in form and
               substance

<PAGE>

                                       17

               reasonably satisfactory to the Issuing Bank) from the relevant
               Beneficiary that the Issuing Bank (as appropriate) has no further
               liability under the LC;

     (ii) "cash cover" being provided in respect of an LC at any time, means
          paying an amount in US Dollars equal to the outstanding amount of that
          LC at that time into an account with the Issuing Bank at its London
          branch in the name of the LC Borrower which shall bear interest at the
          Issuing Bank's usual market rate and from which withdrawals may only
          be made:

          (A)  to pay the Issuing Bank or any Bank amounts due and payable to it
               under this Agreement following any payment made by it under that
               LC; and

          (B)  to pay (through the Agent) any amount demanded under the relevant
               LC by the Beneficiary of that LC;

     (iii) an amount "outstanding" at any time under or in respect of an LC, is
           a reference to the principal amount of that LC less:

          (A)  the aggregate amount of cash cover held in relation to the LC at
               that time, but for the avoidance of doubt, when calculating Net
               Consolidated Financial Debt cash cover in respect of an LC shall
               not be double-counted; and

          (B)  (save to the extent that this is taken into account in the
               express provisions of the LC) the aggregate of all payments made
               by the Issuing Bank under demands made under the relevant LC on
               or prior to that time,

          and each provision of this Agreement which requires reference to the
          concept contained in this paragraph (iii) shall be construed
          accordingly; and

     (iv) the "participation" of a Bank in an LC for the purposes of Clause 2.2
          (Overall facility limit), is a reference to that Bank's Proportion of
          the Original Euro Amount of the relevant Utilisation and for the
          purposes of this paragraph (iv), disregarding, in the case of the
          Issuing Bank (if it is also a Bank), any amount by which the face
          amount of the relevant LC exceeds its Bank's Proportion of that face
          amount.

(c)  Unless the contrary intention appears, a term used in any other Finance
     Document or in any notice given under or in connection with any Finance
     Document has the same meaning in that Finance Document or notice as in this
     Agreement.

(d)  The index to and the headings in this Agreement are for convenience only
     and are to be ignored in construing this Agreement.

(e)  Unless expressly provided to the contrary in a Finance Document, a person
     who is not a party to a Finance Document may not enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding
     any term of any Finance Document, no consent of any third party is required
     for any variation (including any release or compromise of any liability) or
     termination of that Finance Document.

<PAGE>

                                       18

2.   THE FACILITY

2.1  Facility

     The Banks grant to the Borrowers a committed euro 580,000,000 multicurrency
     revolving credit facility, under which the Banks will, when requested by a
     Borrower, (other than the LC Borrower) make cash advances in euros or
     Optional Currencies to that Borrower on a revolving basis or when requested
     by the LC Borrower, issue LCs (up to an aggregate outstanding amount of
     euro 150,000,000) denominated in US Dollars subject to the terms of this
     Agreement.

2.2  Overall facility limit

     The aggregate Original Euro Amount of all outstanding Utilisations shall
     not at any time exceed the Total Commitments.

2.3  Nature of a Finance Party's rights and obligations

(a)  The obligations of a Finance Party under the Finance Documents are several.
     Failure of a Finance Party to carry out those obligations does not relieve
     any other Party of its obligations under the Finance Documents. No Finance
     Party is responsible for the obligations of any other Finance Party under
     the Finance Documents.

(b)  The rights of a Finance Party under the Finance Documents are divided
     rights. A Finance Party may, except as otherwise stated in the Finance
     Documents, separately enforce those rights.

2.4  Change of currency

(a)  Subject always to Clause 12.4 (Currency) if more than one currency or
     currency unit are at the same time recognised by the central bank of any
     country as the lawful currency of that country, then:

     (i)  any reference in the Finance Documents to, and any obligations arising
          under the Finance Documents in, the currency of that country shall be
          translated into, or paid in, the currency or currency unit of that
          country designated by the Agent and after consultation with the
          Company; and

     (ii) any translation from one currency or currency unit to another shall be
          at the official conversion rate recognised by the central bank for the
          conversion of that currency or currency unit into the other, rounded
          up or down by the Agent acting reasonably.

(b)  If a change in any currency of a country occurs, this Agreement will be
     amended to the extent the Agent acting reasonably and after consultation
     with the Company specifies to be necessary to reflect the change in
     currency and to put the Banks in the same position, so far as possible,
     that they would have been in if no change in currency had occurred.

<PAGE>

                                       19

2.5  Number of Requests and Utilisations

(a)  Each Request must specify one Utilisation only, but a Borrower may, subject
     to the other terms of this Agreement, deliver more than one Request on one
     day.

(b)  Unless otherwise agreed by the Agent, no more than 15 Utilisations, of
     which no more than 10 may be Advances, and five different currencies may be
     outstanding at any time.

(c)  A Utilisation made by a Bank under Clause 11.2(ii)(1) (Revocation of
     currency) shall not be taken into account as a Utilisation in calculating
     the maximum number of Utilisations.

(d)  Each Request in respect of an LC shall be accompanied by the agreed form of
     LC.

2.6  Borrowers' Agent

     Each Obligor irrevocably authorises and instructs the Borrowers' Agent to
     give and receive as agent on its behalf all notices (including Requests)
     and sign all documents in connection with the Finance Documents on its
     behalf and take such other action as may be necessary or desirable under or
     in connection with the Finance Documents and confirms that it will be bound
     by any action taken by the Borrowers' Agent under or in connection with the
     Finance Documents.

2.7  Actions of Borrowers' Agent

     The respective liabilities of each of the Obligors under the Finance
     Documents shall not be in any way affected by:

     (a)  any irregularity (or purported irregularity) in any act done by or any
          failure (or purported failure) by the Borrowers' Agent;

     (b)  the Borrowers' Agent acting (or purporting to act) in any respect
          outside any authority conferred upon it by any Obligor; or

     the failure (or purported failure) by or inability (or purported inability)
     of the Borrowers' Agent to inform any Obligor of receipt by it of any
     notification under this Agreement.

3.   PURPOSE

(a)  Each Utilisation will be applied for general corporate purposes including
     the refinancing of the Advances outstanding under the Existing Facility.

(b)  Without affecting the obligations of any Obligor in any way, no Bank is
     bound to monitor or verify the application of any Advance.

4.   CONDITIONS PRECEDENT

4.1  Documentary conditions precedent

     No Borrower may deliver a Request until the Agent has notified the Company
     and the Banks that it has received all of the documents set out in Part I
     of Schedule 2 (Initial Conditions Precedent Documents) in form and
     substance satisfactory to the Agent.

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                                       20

4.2  Further conditions precedent

     The obligations of each Bank to participate in any Utilisation are subject
     to the further conditions precedent that:

     (a)  on both the date of the Request and the Utilisation Date:

          (i)  the representations and warranties in Clause 18 (Representations
               and Warranties) to be repeated on those dates are correct and
               will be correct immediately after the Utilisation is made; and

          (ii) no Default is outstanding or is likely to result from the
               Utilisation; and

     (b)  the making of the Utilisation would not cause Clause 2.1 (Facility)
          and Clause 2.2 (Overall facility limit) to be contravened.

5.   ADVANCES

5.1  Receipt of Requests

(a)  Any Borrower (other than the LC Borrower) may borrow Advances under the
     Facility if the Agent receives, not later than 11.00 a.m. three Business
     Days before the proposed Drawdown Date, a duly completed Request. Each
     Request is irrevocable.

(b)  For the avoidance of doubt, the LC Borrower may not make a Request for any
     Advance under the Facility.

5.2  Completion of Requests for Advances

     A Request for an Advance will not be regarded as having been duly completed
     unless:

     (a)  the Drawdown Date is a Business Day falling during the Availability
          Period;

     (b)  if the currency selected is euro, the amount of the Advance is:

          (i)  a minimum of euro 10,000,000 in integral multiples of euro
               5,000,000;

          (ii) the balance of the undrawn Total Commitments (taken into account
               as repaid, Advances due to be repaid and LC Utilisations due to
               mature on or before the proposed Drawdown Date); or

          (iii) such other amount as the Agent may agree;

     (c)  if the currency selected is not euro, the amount of the Advance is:

          (i)  an integral multiple of 5,000,000 and a minimum of 10,000,000 of
               the largest currency unit of that Optional Currency, but at least
               the equivalent of euro 10,000,000;

<PAGE>

                                       21

          (ii) the balance of the undrawn Total Commitments (taking into account
               as repaid, Advances due to be repaid and LC Utilisations due to
               mature on or before the proposed Drawdown Date); or

          (iii) such other amount as the Agent may agree;

     (d)  the amount selected under paragraphs (b) and (c) above does not cause
          Clause 2.1 (Facility) and Clause 2.2 (Overall facility limit) to be
          contravened;

     (e)  the currency selected complies with Clause 11 (Optional Currencies);

     (f)  only one Term for each separate Advance is specified which:

          (i)  does not overrun the Availability Period; and

          (ii) is a period of one, two, three or six months (or such other
               period as the relevant Borrower and the Agent (with the prior
               consent of all of the Banks) may previously have agreed for the
               purposes of such Advances); and

     (g)  the payment instructions comply with Clause 12 (Payments).

5.3  Amount of each Bank's Participation

     The Original Euro Amount of a Bank's participation in each Advance will be
     the proportion of the Requested Amount which its Commitment bears to the
     Total Commitments on the date of receipt of the relevant Request.

5.4  Notification of the Banks

     The Agent shall promptly notify each Bank no later than the close of
     business three Business Days before the proposed Drawdown Date of the
     details of the requested Advance and the amount of its participation in the
     Advance.

5.5  Payment Proceeds

     Subject to the terms of this Agreement, each Bank shall make its
     participation in the Advance available to the Agent for the relevant
     Borrower in the currency in which it is to be borrowed, on the relevant
     Drawdown Date.

5.6  Amount of Optional Currencies

     If an Advance is to be made in an Optional Currency, the amount of the
     Advance will be determined by converting into that Optional Currency, the
     Original Euro Amount of that Advance on the basis of the Agent's Spot Rate
     of Exchange on the day which is three Business Days prior to the proposed
     Drawdown Date.

<PAGE>

                                       22

5.7  Automatic Request

     A Request for an Advance under any Facility in an amount greater than the
     remaining balance under that Facility shall be deemed to be a Request for
     the amount of the remaining balance of that Facility.

6.   LETTERS OF CREDIT

6.1  Delivery of Requests for LCs

     The LC Borrower may request a Utilisation by way of an LC by delivery to
     the Agent of the relevant Request no later than 11.00 a.m. five Business
     Days before the proposed Utilisation Date or such shorter period as may be
     agreed by the Agent and the Issuing Bank.

6.2  Completion of Requests

     A Request for an LC will not be regarded as being duly completed unless:

     (a)  the Utilisation Date is a Business Day falling on or before the Final
          Maturity Date;

     (b)  the Request specifies:

          (i)  the Requested Amount;

          (ii) the Beneficiary; and

          (iii) the expiry date of the LC, which shall not be later than the
                Final Maturity Date;

     (c)  following the issue of the LC which is the subject of the Request, the
          aggregate Original Euro Amount of all LCs outstanding shall not exceed
          euro 150,000,000 or such other amount agreed from time to time between
          the Borrowers' Agent and the Issuing Bank;

     (d)  the form of the proposed LC is attached to the Request, in a form
          previously agreed between the LC Borrower, the Agent and the Issuing
          Bank;

     (e)  details are provided for the delivery of the proposed LC to the
          Beneficiary or, as the case may be, the LC Borrower on its Utilisation
          Date; and

     (f)  the LC shall be denominated in US$.

6.3  Notification of the Banks

     The Agent shall promptly notify each Bank and the Issuing Bank of the
     details of the requested Utilisation and the amount of its participation in
     the Utilisation.

<PAGE>

                                       23

6.4  Amount of each Bank's participation in a Utilisation

     The amount of each Bank's participation in a Utilisation by way of an LC
     will be the proportion of such Utilisation which its Commitment bears to
     the Total Commitments on the date of receipt of the relevant Request.

6.5  Issue of LC

     Subject to the terms of this Agreement, the Issuing Bank shall issue and
     deliver the relevant LC to the relevant Beneficiary or, as the case may be,
     the LC Borrower on the relevant Utilisation Date.

6.6  Existing LCs

(a)  The Existing LCs shall be deemed to be outstanding Utilisations under this
     Agreement on and from the date on which the Agent provides its notification
     to the Banks under Clause 4.1 (Documentary conditions precedent). The Agent
     shall promptly notify each Bank of the details of the Existing LCs and the
     amount of its participation in the Existing LCs on that date.

(b)  For the avoidance of doubt, the LC Borrower will not be required to
     complete or deliver a Request with respect to the Existing LCs. The
     Existing LCs will be deemed issued and delivered in accordance with Clause
     6.5 (Issue of LC).

(c)

6.7  Extension of LCs

     An extension or amendment agreed between the Agent, Issuing Bank, LC
     Borrower and Beneficiary to an LC issued or deemed issued in accordance
     with this Clause 6 shall not constitute the issuance of a new LC.

6.8  Notification of changes to LCs

     To enable the Agent to monitor the LC Utilisations, the Issuing Bank will,
     as it becomes aware, notify the Agent of any matters arising affecting the
     LCs including, without limitation, payments made, demands received, cash
     cover received and termination.

     The Agent and the Issuing Bank will consult each other about the LCs
     generally.

7.   INDEMNITY IN RELATION TO LCS

7.1  Indemnity

     The LC Borrower unconditionally and irrevocably:

     (a)  authorises and directs the Issuing Bank to pay the amount of any
          demand made under or purporting to be made under and in accordance
          with an LC issued on its behalf without requiring investigation or
          confirmation from the LC Borrower;

<PAGE>

                                       24

     (b)  undertakes to reimburse the Issuing Bank on demand the amount required
          to satisfy any amount demanded under an LC and in the currency in
          which the LC is denominated together with interest at the rate
          specified in Clause 10.3 (Default interest) below from the date such
          payment is made by the Issuing Bank until the date of reimbursement in
          full by the LC Borrower provided that the relevant demand or
          document(s) presented appear on their face to be in order except to
          the extent that payment is made as a result of the Issuing Bank's
          gross negligence or wilful misconduct, including without limit, wilful
          failure to pay under the LC after the presentation to it of documents
          strictly complying with the terms and conditions of the LC;

     (c)  undertakes to keep the Issuing Bank indemnified against all
          liabilities, costs, losses, damages, demands, expenses or actions
          which the Issuing Bank may suffer or incur or which may be made
          against the Issuing Bank under or in connection with an LC, except to
          the extent that the liability or loss arises directly from the Issuing
          Bank's gross negligence or wilful misconduct, including without limit,
          wilful failure to pay under the LC after the presentation to it of
          documents strictly complying with the terms and conditions of the LC;

     (d)  confirms that the Issuing Bank shall be entitled to pay any demand
          which appears on its face to be in order and agrees that in respect of
          an LC the Issuing Bank deals in documents only and that the Issuing
          Bank is not concerned with the legality of the claim or any underlying
          transaction or any set-off, counterclaim or defence as between the LC
          Borrower and any other person. This Clause 7.1 shall apply in respect
          of amounts so paid without regard to any other condition, the
          sufficiency, accuracy or genuineness of any such request or demand or
          any certificate or statement in connection therewith or any incapacity
          of or limitation upon the powers of any person signing or issuing such
          request, demand or certificate. The Issuing Bank shall not be obliged
          to enquire as to any such matters and may assume that any such
          request, demand, certificate or statement is correct and properly
          made. If the Issuing Bank, in accordance with the foregoing, pays any
          demand which is not legally payable such amount shall nevertheless be
          regarded as having been properly paid for the purposes of this
          Agreement; and

     (e)  agrees that the obligations of the LC Borrower under this Clause 7.1
          shall not be affected by any act, omission, matter or thing which but
          for this provision might operate to release or otherwise exonerate the
          LC Borrower from its obligations under this Agreement in whole or in
          part, including without limitation and whether or not known to such
          counterparty:

          (i)  any time or waiver granted to or composition with the Issuing
               Bank, any Beneficiary or any other person;

          (ii) any taking, variation, compromise, renewal or release of, or
               refusal or neglect to perfect or enforce, any rights, remedies or
               securities available to the Issuing Bank or any other person or
               arising under any LC; or

          (iii) any variation of any LC made with the consent of the LC
               Borrower, counterparty and the Issuing Bank so that references in
               this Agreement to such LC shall include each such variation.

<PAGE>

                                       25

7.2  Notification of demand

     If a Beneficiary makes a demand under an LC in accordance with its terms,
     the Issuing Bank shall promptly notify the Agent, who shall promptly notify
     the LC Borrower, of the demand specifying:

     (a)  the latest date on which payment may be made in respect of the demand
          (the "Demand Date");

     (b)  the amount of the demand (the "Demand Amount"); and

     (c)  the details of the Issuing Bank's account to which payment is to be
          made.

7.3  Repayment

(a)  If the LC Borrower fails to reimburse the Issuing Bank as required in
     Clause 7.1(b) (Indemnity), by the Demand Date, the Issuing Bank shall
     promptly notify the Agent who shall promptly notify each Bank of the Demand
     Date, the Demand Amount and the amount of each Bank's pro rata share in the
     Demand Amount (which shall be the proportion of the Demand Amount which
     each Bank's Commitment bears to the Total Commitments) (the "Pro Rata
     Share"). In such event, the Company shall be deemed to have requested an
     Advance to be drawn on the Demand Date in an amount equal to the Demand
     Amount for a Term of one month, or as otherwise agreed by the Agent, at the
     rate of interest for Advances determined in accordance with Clause 10.1
     (Interest rate for all Advances), without regard to the minimum and
     multiples for Advances as specified in Clause 5.2(b) (Completion of
     Requests for Advances), but subject to the balance of the undrawn Total
     Commitments (taking into account as repaid, Advances due to be repaid and
     outstanding LCs (other than the LC in question) due to mature on or before
     the Demand Date) and Clause 4.2 (Further conditions precedent) and Clause
     5.2(d) (Completion of Requests for Advances).

(b)  Each Bank shall upon any notice pursuant to Clause 7.3(a) make funds
     available to the Agent for the account of the Issuing Bank in an amount
     equal to its Pro Rata Share of the Demand Amount not later than 1.00pm, New
     York time, on the Business Day specified as such in such notice by the
     agent, whereupon, subject to the provisions of Clause 7.3(c), each Bank
     that makes funds available shall be deemed to have made an Advance to the
     Company in such amount. The Agent shall remit the funds so received to the
     Issuing Bank.

(c)  With respect to a Demand Amount that is not fully refinanced by an Advance
     because the conditions set out in Clause 4.2 (Further conditions precedent)
     and Clause 5.2(d) (Completion of Requests for Advances) cannot be satisfied
     or for any other reason, provided that the relevant demand or document(s)
     presented appear on their face to be in order except to the extent that
     payment is made as a result of the Issuing Bank's gross negligence or
     wilful misconduct, including without limit, wilful failure to pay under the
     LC after the presentation to it of documents strictly complying with the
     terms and conditions of the LC the LC Borrower shall be deemed to have
     incurred from the Issuing Bank a Utilisation in the amount of the Demand
     Amount that is not so refinanced, which Utilisation shall be due and
     payable on demand (together with interest specified in Clause 10.3 (Default
     interest) from the date the Demand Amount was paid by the Issuing Bank to
     the Beneficiary until the date of reimbursement in full by the LC Borrower.
     In such event, each Bank's payment to the Agent

<PAGE>

                                       26

     for the Account of the Issuing Bank pursuant to paragraph (b) shall be
     deemed payment in respect of its participation in such Utilisation.

(d)  Until each Bank funds its Pro Rata Share pursuant to paragraph (b), to
     reimburse the Issuing Bank for any amount drawn under an LC, interest in
     respect of such Bank's Pro Rata Share of such amount shall be solely for
     the account of the Issuing Bank.

(e)  Each Bank's obligation to make an Advance to reimburse the Issuing Bank for
     amounts drawn under an LC, as contemplated by this Clause 7.3, shall be
     absolute and unconditional and shall not be affected by any circumstance,
     including but not limited to, any set-off or counterclaim, or the
     occurrence or continuance of an Event of Default. Any such reimbursement
     shall not relieve or otherwise impair the obligation of the LC Borrower to
     reimburse the Issuing Bank for the amount of any payment made by the
     Issuing Bank under an LC, together with interest as provided in this Clause
     7 provided that the relevant demand or document(s) presented appear on
     their face to be in order except to the extent that payment is made as a
     result of the Issuing Bank's gross negligence or wilful misconduct,
     including without limit, wilful failure to pay under the LC after the
     presentation to it of documents strictly complying with the terms and
     conditions of the LC.

(f)  If any Bank fails to make available to the Agent for the account of the
     Issuing Bank any amount required to be paid by such Bank pursuant to the
     foregoing provisions by the time specified in paragraph (b), the Issuing
     Bank shall be entitled to recover from such Bank (acting through the
     Agent), on demand, such amount with interest thereon for the period from
     the date such payment is required to the date on which such payment is
     immediately available to the Issuing Bank at a rate per annum equal to the
     Federal Funds Rate from time to time in effect.

7.4  Certificate

     A certificate in writing signed by one of the Agent's officers and
     certifying the total amounts, whether principal, interest, commission, fees
     or otherwise owing with respect to an LC shall, save for manifest error, be
     prima facie evidence of the matters so certified.

7.5  Continuing Indemnity

     The indemnity in this Clause 7 shall be a continuing indemnity, shall
     extend to the ultimate balance of all amounts expressed to be payable by
     the LC Borrower under the Finance Documents whether principal, interest,
     commission, fees or otherwise outstanding under or in relation to an LC and
     shall continue in full force and effect notwithstanding any intermediate
     payment in whole or in part of amounts, whether principal, interest,
     commission, fees or otherwise outstanding under or in relation to an LC.

7.6  Preservation of rights

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

<PAGE>

                                       27

7.7  Rights of subrogation

     Until all amounts which may be or become payable by the LC Borrower under
     or in connection with the Finance Documents have been irrevocably paid in
     full, the LC Borrower shall not, after a claim has been made or by virtue
     of any payment or performance by it under this Clause 7 be subrogated to
     any rights, security or moneys held, received or receivable by the Agent
     (or any trustee or agent on its behalf) or be entitled to any right of
     contribution or indemnity in respect of any payment made or moneys received
     on account of the LC Borrower's liability under this Clause 7.

7.8  Additional Security

     The obligations of the LC Borrower under this Clause 7 are in addition to
     and are not in any way prejudiced by any collateral or other security now
     or subsequently held by any Finance Party.

7.9  Banks' indemnity

     Each Bank undertakes by way of continuing indemnity to indemnify and hold
     harmless the Issuing Bank from and against all liabilities, costs, losses,
     damages and expenses which the Issuing Bank may incur (including as a
     result of a default by the LC Borrower under Clause 7.1 (Indemnity)) as a
     result of the issue of LCs in the proportion of any such liability, cost,
     loss, damage or expense so incurred which that Bank's Commitment bears to
     the Total Commitments except to the extent that the liability or loss
     arises directly from the Issuing Bank's gross negligence or wilful
     misconduct, including without limit, wilful failure to pay under the LC
     after the presentation to it of documents strictly complying with the terms
     and conditions of the LC.

7.10 Repayment under LCs

     If, under the terms of an LC, the relevant Beneficiary repays to the
     Issuing Bank all or part of any amount paid by the Issuing Bank to the
     relevant Beneficiary in respect of such LC then the Issuing Bank shall
     forthwith utilise such amount repaid to repay all amounts due and payable
     under this Agreement and any surplus shall be paid to the Borrower or other
     person entitled to it.

7.11 The Borrower's counter-indemnity to Banks and Banks' right of subrogation

(a)  If any Bank makes any payment to the Issuing Bank in accordance with Clause
     7.9 (Banks' indemnity):

     (i)  the LC Borrower shall forthwith on demand:

          (A)  reimburse that Bank in full the amount required to satisfy in
               full the amount so paid by that Bank; and

          (B)  indemnify that Bank against all liabilities, costs and losses
               that Bank may incur as a result of its entering into the
               indemnity set out in Clause 7.9 (Banks' indemnity),

<PAGE>

                                       28

               except in each case to the extent that the liability or loss
               arises directly from the Issuing Bank's gross negligence or
               wilful misconduct, including without limit, wilful failure to pay
               under the LC after the presentation to it of documents strictly
               complying with the terms and conditions of the LC; and

     (ii) each Obligor acknowledges and agrees that such Bank shall immediately
          be subrogated to the rights of the Issuing Bank against the Obligors
          under the Finance Documents to the extent of the relevant payment).

(b)  If the LC Borrower has reimbursed the Issuing Bank under Clause 7.1
     (Indemnity) in respect of all or part of any amount paid by the Borrower to
     the relevant Bank in respect of any amount paid under Clause 7.11(a)(i)
     then the Issuing Bank shall forthwith utilise such amount repaid to repay
     such Bank and following any such payment all amounts due and payable under
     this Agreement and any surplus shall be paid to the LC Borrower or other
     person entitled to it.

8.   REPAYMENT

8.1  Repayment of Advances

     The Borrowers shall repay each Advance in full on its Maturity Date to the
     Agent for distribution to the Banks, but since the Facility is available on
     a revolving basis, amounts repaid may be reborrowed subject to the terms of
     this Agreement. No Advances may be outstanding after the Final Maturity
     Date.

8.2  Repayment of LCs

     All outstanding LCs must be repaid by no later than the Final Maturity
     Date.

9.   PREPAYMENT AND CANCELLATION

9.1  Automatic cancellation

     The Commitment of each Bank shall be automatically cancelled at the close
     of business in London on the Final Maturity Date.

9.2  Voluntary cancellation

     The Borrowers' Agent may, by giving not less than 30 days' prior written
     notice (or such shorter period as the Majority Banks may agree) to the
     Agent, cancel the unutilised portion of the Total Commitments in whole or
     in part (but, if in part, in a minimum of euro 10,000,000 and an integral
     multiple of euro 5,000,000). Any cancellation in part shall be applied
     against the Commitment of each Bank pro rata.

9.3  Mandatory prepayment - change of control

(a)  For the purposes of this Clause 9.3:

     Key Shareholder means K J Jacobs A.G. and Akila Finance S.A. or either of
     them.

<PAGE>

                                       29

     A change of control event is any event which would trigger a requirement
     under SESTA for a person or persons to make a mandatory offer for the
     listed share capital of the Company regardless of any waiver to the
     contrary in the constitutional documents of the Company. Notwithstanding
     any provision of SESTA to the contrary, for the purposes of this definition
     the following will not be regarded as a change of control event:

     (i)  the reacquisition of control by either or both of K J Jacobs A.G. or
          Akila Finance S.A. and their respective connected persons;

     (ii) the reacquisition or subsequent sharing of control by the Key
          Shareholders (or either of them) and their respective connected
          persons, with a third party provided that the third party:

          (A)  could not itself have control of the Company (in the absence of
               its arrangement with the Key Shareholders or any connected
               person);

          (B)  does not have the ability to exercise the voting rights attached
               to the shares held by the Key Shareholders or those connected
               persons with whom control is shared without the agreement of the
               relevant Key Shareholders or those connected persons; and

          (C)  does not hold more shares or voting rights than any Key
               Shareholders and its related connected persons with whom control
               is shared,

     and for the purposes of (i) and (ii) above control means the ability to
     exercise one third of the voting rights attaching to the shares of the
     relevant company.

     A connected person in relation to a Key Shareholder means Mr. Klaus Jacobs
     (in relation to K J Jacobs A.G. and Mr. Foriel-Destezet (in relation to
     Akila Finance SA), a member of their immediate families (meaning spouse and
     children) or trusts for the benefit of any member of their immediate
     families or any companies controlled by them or by members of their
     immediate families and for the purposes of this paragraph controlled shall
     mean the ability to exercise direct or indirect control over the relevant
     company's affairs.

(b)  The Company must promptly notify the Agent of any change of control event.

(c)  After a change of control event, if the Majority Banks so require, the
     Agent must, by at least 30 days notice (to be given within six months from
     the date of notifications given by the Company under (b) above) to the
     Company:

     (i)  cancel the Total Commitments;

     (ii) declare all outstanding Advances, together with accrued interest and
          all other amounts accrued under the Finance Documents, to be
          immediately due and payable; and

     (iii) declare all LCs to be immediately repayable.

     Any  such notice will take effect in accordance with its terms.

<PAGE>

                                       30

(d)  After a change of control event, if an individual Bank so requires, the
     Facility Agent must, by at least 30 days' notice (to be given within six
     months from the date of notifications given by the Company under (b) above)
     to the Company:

     (i)  cancel the Commitments of the relevant Bank; and

     (ii) declare the outstanding Advances, in relation to the relevant Bank,
          together with any accrued interest and all other amounts accrued under
          the Finance Documents in relation to that Bank, to be immediately due
          and payable.

     (iii) declare the relevant Bank's participation in all outstanding LCs to
          be immediately repayable.

     Any such notice will take effect in accordance with its terms.

9.4  Voluntary prepayment

(a)  The Borrowers' Agent may, by giving not less than 30 days' prior written
     notice (or such shorter period as the Majority Banks may agree) to the
     Agent, prepay the whole or any part of any Advance (but, if in part, in a
     minimum Original Euro Amount of euro 10,000,000 and an integral multiple of
     euro 5,000,000 or, the equivalent if in an Optional Currency.

(b)  Any voluntary prepayment made under paragraph (a) above will be applied
     against all the Advances pro rata (or against such Advances as the
     Borrowers' Agent may designate in the notice of prepayment and pro rata
     between such Advances).

9.5  LC prepayment

     If at any time the aggregate Original Euro Amount of the outstanding LCs
     exceeds the amount permitted under Clause 2.1 (being euro 150,000,000) the
     LC Borrower shall, upon notice from the Agent, promptly repay the amount of
     the excess.

9.6  Additional right of prepayment and cancellation

     If any Borrower is required to pay or is notified by any Bank in writing
     that it will be required to pay any amount to a Bank under Clause 13
     (Taxes) or Clause 15 (Increased Costs), or if circumstances exist such that
     a Borrower will be required to pay any amount to a Bank under Clause 13
     (Taxes) or Clause 15 (Increased Costs), without prejudice to the
     obligations of any Obligor under those Clauses, the Borrowers' Agent may,
     whilst the circumstances giving rise or which will give rise to the
     requirement to continue, serve a notice of prepayment or cancellation on
     that Bank through the Agent. On the date falling five Business Days after
     the date of service of the notice:

     (a)  each Borrower shall prepay that Bank's participation in all the
          Advances and LCs; and

     (b)  the Bank's Commitment shall be permanently cancelled.

<PAGE>

                                       31

9.7  Miscellaneous provisions

(a)  Any notice of prepayment and/or cancellation under this Agreement is
     irrevocable. The Agent shall notify the Banks promptly of receipt of any
     such notice.

(b)  All prepayments under this Agreement shall be made together with accrued
     interest on the amount prepaid and, together with any Break Costs but
     otherwise without premium or penalty.

(c)  No prepayment or cancellation is permitted except in accordance with the
     express terms of this Agreement.

(d)  No amount of the Total Commitments cancelled under this Agreement may
     subsequently be reinstated.

10.  INTEREST

10.1 Interest rate for all Advances

     The rate of interest on each Advance for its Term is the rate per annum
     determined by the Agent to be the aggregate of:

     (i)  the applicable Margin;

     (ii) (A)  LIBOR (in the case of an advance denominated in a currency other
               than euros);

          (B)  EURIBOR (in the case of an advance denominated in euros); and

     (iii) the Mandatory Cost.

10.2 Due Dates

     Except as otherwise provided in this Agreement, accrued interest on each
     Advance is payable by the relevant Borrower in the case of an Advance on
     its Maturity Date and also, if the Term of the Advance is longer than six
     months, on the dates falling at six-monthly intervals after its Drawdown
     Date for so long as the Term is outstanding.

10.3 Default interest

(a)  If a Borrower fails to pay any amount payable by it under the Finance
     Documents, it shall, forthwith on demand by the Agent pay interest on the
     overdue amount from the due date up to the date of actual payment, as well
     after as before judgement, at a rate (the "default rate") determined by the
     Agent, to be one per cent. per annum above the rate which would have been
     payable if the overdue amount had, during the period of non-payment,
     constituted an Advance at the highest Margin shown in Clause 10.5
     (Calculation of Margin and utilisation fee) in the currency of the overdue
     amount for such successive Term of such duration as the Agent may determine
     (each a "Designated Term").

<PAGE>

                                       32

(b)  The default rate will be determined by the Agent on each Business Day or
     the first day of, or two Business Days before the first day of, the
     relevant Designated Term, as appropriate.

(c)  If the Agent determines that deposits in the currency of the overdue amount
     are not at the relevant time being made available by the Reference Banks to
     leading banks in the London (or, as the case may be, in the European)
     interbank market, the default rate will be determined by reference to the
     cost of funds to the Agent from whatever sources it may select.

(d)  Default interest will be compounded at the end of each Designated Term.

10.4 Notification of rate of interest

     The Agent shall promptly notify each relevant Party of the determination of
     a rate of interest under this Agreement.

10.5 Calculation of Margin and utilisation fee

(a)  Subject to the following provisions of this Clause 10.5, the Margin for an
     Advance will be 0.50 per cent. per annum, and the utilisation fee referred
     to in Clause 22.4 (Utilisation fee) will be 0.050 per cent. per annum.

(b)  On and from the end of the first financial quarter of the Group to end
     after the date of this Agreement, the Margin for all Advances and the
     utilisation fee will, if necessary, be adjusted (upwards or downwards) as
     provided for in paragraphs (c) and (d) below, to the percentage rates per
     annum specified in Columns 2 and Columns 3 respectively set opposite the
     range into which the Net Consolidated Financial Debt to EBITDA ratio falls,
     as shown in the Margin Certificate delivered under Clause 19.2 (Financial
     information).

(c)  For the purposes of this Clause 10.5, a "Margin Certificate" means a
     certificate, signed by one of the Company's Financial Officers relating to
     the end of each quarter of the Group's financial years and by the auditors
     (if so required by the Agent or if not so required, by one of the Company's
     Financial Officers) in respect of a Margin Certificate relating to the end
     of each of the Group's financial years confirming the ratio of Net
     Consolidated Financial Debt to EBITDA ratio for the relevant period. For
     the purposes of calculating EBITDA at the end of any given quarter, the
     EBITDA for the four consecutive quarters of the Group's financial year
     ending at the end of that first mentioned quarter will be used.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                Margin/Commission
---------------------------------------------------------------------------------------------------
                  Range of
    Net Consolidated Financial Debt to         Margin (% p.a.)   Margin (% p.a.)    Utilisation fee
               EBITDA  ratios                     Years 1-3       Years 4 & 5           (% p.a.)
---------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>               <C>
below 2:1                                           0.45              0.50              0.025
---------------------------------------------------------------------------------------------------
equal to or higher  than 2:1 and lower than
2.5:1                                               0.50              0.55              0.050
---------------------------------------------------------------------------------------------------
equal to or  higher  than  2.5:1  and  lower
than 3:1                                            0.55              0.60              0.075
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                       33

(d)  Any adjustment to the Margin and the utilisation fee (whether upwards or
     downwards) in accordance with paragraphs (b) and (c) above will only apply
     to the Term of any Advance commencing following receipt of the relevant
     consolidated financial statements of the Group and the related Margin
     Certificate.

(e)  Notwithstanding the provisions of (a) to (d) above, if an Event of Default
     occurs the applicable Margin and utilisation fee shall with immediate
     effect be 0.60 per cent. per annum and 0.075 per cent. per annum
     respectively for as long as an Event of Default continues.

(f)  For the purposes of the table above, reference to Years 1-3 means the
     period starting on the Signing Date and ending on the third anniversary of
     the Signing Date and reference to Years 4-5 means the period starting on
     the date one day after the third anniversary of the Signing Date and ending
     on the Final Maturity Date.

(g)  The ratios and calculations referred to in this Clause 10.5 shall be
     produced on the basis of the accounting policies as referred to in Clause
     19.5 (Accounting policies).

10.6 LC fee

(a)  The Borrowers' Agent will pay, in respect of each LC, a fee at an annual
     rate equal to the applicable Margin on the Utilisation Date of the LC, such
     fee to be payable from the Utilisation Date of that LC on the principal
     outstanding amount of that LC from time to time.

(b)  The fee in respect of each LC accrues on a daily basis and is payable
     quarterly in arrear with the payments being made on the same dates as those
     specified for the payment of commitment fees under Clause 22.2 (Commitment
     fee). Each Bank shall be entitled to receive its Proportion of all LC fees
     payable by the Borrowers' Agent.

10.7 Fronting fee

(a)  The Borrowers' Agent will pay to the Agent (for the account of the Issuing
     Bank) a fronting fee in respect of each LC at a rate equal to 0.10 per
     cent. per annum, such fee to be payable from the Utilisation Date of that
     LC and to be calculated on the principal outstanding amount of that LC from
     time to time.

(b)  Fronting fee in respect of each LC accrues on a daily basis and is payable
     quarterly in arrear with the payments being made on the same dates as those
     specified for the payment of commitment fees under Clause 22.2 (Commitment
     fee).

10.8 Other Adjustments

     The Agent and a Borrower may enter into such other arrangements as they may
     agree for the consolidation and/or splitting of Advances made to a
     Borrower.

11.  OPTIONAL CURRENCIES

11.1 Selection

(a)  A Borrower shall select the currency of a Utilisation in the relevant
     Request.

<PAGE>

                                       34

(b)  The currency of each Utilisation must be euros, Swiss Francs, US Dollars or
     another Optional Currency.

(c)  The currency of each LC must be US Dollars.

(d)  No Borrower may choose a currency if as a result the Utilisations would be
     denominated at any one time in more than five currencies.

(e)  The Agent shall notify each Bank of the currency and the Original Euro
     Amount of each Utilisation and the applicable Agent's Spot Rate of
     Exchange, as applicable, promptly after they are ascertained.

11.2 Revocation of currency

     If before 9.30 a.m. on any Rate Fixing Day, the Agent receives notice from
     a Bank that:

     (a)  it is impracticable for the Bank to fund its participation in the
          relevant Advance in the relevant Optional Currency during its Term in
          the ordinary course of business in the London or (in the case of
          euros) European interbank market; and/or

     (b)  the compliance with its obligations to participate in an Advance in
          the proposed Optional Currency would contravene any law or regulation
          applicable to it,

     the Agent shall give notice to the relevant Borrower and to the Banks to
     that effect before 11.00 a.m. Brussels time on that day. In this event:

     (i)  the relevant Borrower and the Banks may agree that the drawdown will
          not be made; or

     (ii) in the absence of agreement:

          (1)  that Banks' participation in the Advance (or, if more than one
               Bank is similarly affected, those Banks' participations in the
               Advance) shall be treated as a separate Advance denominated in
               euros during the relevant Term; and

          (2)  in the definition of "LIBOR" and "EURIBOR" (insofar as it applies
               to that Advance) in Clause 1.1 (Definitions):

               (A)  there shall be substituted for the time "11.00 a.m." the
                    time "1.00 p.m."; and

               (B)  paragraph (b) of the definition of LIBOR and EURIBOR shall
                    apply.

12.  PAYMENTS

12.1 Place of payment

     All payments by a Borrower or a Bank under the Finance Documents shall be
     made to the Agent to its account at such office or bank in the principal
     financial centre of a country of the relevant currency or in the case of
     euros, in the principal financial centre of a Participating

<PAGE>

                                       35

     Member State, in Stockholm or in London as it may notify to that Borrower
     or Bank for this purpose. Notwithstanding the above, all payments by the
     Company to the MLAs under Clause 23 (Expenses) shall be made direct to the
     MLAs in the manner agreed by the MLAs and the Borrowers' Agent.

12.2 Funds

     Payments under the Finance Documents to the Agent shall be made for value
     on the due date at such times and in such funds as the Agent, may specify
     to the Party concerned as being customary at the time for the settlement of
     transactions in the relevant currency in the place for payment.

12.3 Distribution

(a)  Each payment received by the Agent under the Finance Documents for another
     Party shall, subject to paragraphs (b) and (c) below, be made available by
     the Agent to that Party by payment (on the date and in the currency and
     funds of receipt) to its account with such office or bank in the principal
     financial centre of a country of the relevant currency or in the case of
     euros, in the principal financial centre of a Participating Member State,
     in Stockholm or in London as it may notify to the Agent for this purpose by
     not less than five Business Days' prior notice.

(b)  The Agent may apply any amount received by it for a Borrower in or towards
     payment (on the date and in the currency and funds of receipt) of any
     amount due from a Borrower under the Finance Documents or in or towards the
     purchase of any amount of any currency to be so applied.

(c)  Where a sum is to be paid to the Agent under the Finance Documents for
     another Party, the Agent is not obliged to pay that sum to that Party until
     it has established that it has actually received that sum. The Agent may,
     however, assume that the sum has been paid to it in accordance with this
     Agreement, and, in reliance on that assumption, make available to that
     Party a corresponding amount. If the sum has not been made available but
     the Agent has paid a corresponding amount to another Party, that Party
     shall forthwith on demand by the Agent refund the corresponding amount
     together with interest on that amount from the date of payment to the date
     of receipt, calculated at a rate determined by the Agent to reflect its
     cost of funds.

12.4 Currency

(a)  A repayment or prepayment of a Utilisation is payable in the currency in
     which the Utilisation is denominated on its due date.

(b)  Interest is payable in the currency in which the relevant amount in respect
     of which it is payable is denominated.

(c)  Amounts payable in respect of costs, expenses, taxes and the like are
     payable in the currency in which they are incurred.

(d)  Any other amount payable under the Finance Documents is, except as
     otherwise provided in this Agreement, payable in euros.

<PAGE>

                                       36

12.5 Set-off and counterclaim

     All payments made by a Borrower under the Finance Documents shall be made
     without set-off or counterclaim.

12.6 Non-Business Days

(a)  If a payment under the Finance Documents is due on a day which is not a
     Business Day, or as the case may be, a New York Business Day, the due date
     for that payment shall instead be the next Business Day or as the case may
     be, New York Business Day, in the same calendar month (if there is one) or
     the preceding Business Day or as the case may be, New York Business Day,
     (if there is not).

(b)  During any extension of the due date for payment of any principal under
     this Agreement interest is payable on that principal at the rate payable on
     the original due date.

12.7 Partial payments

(a)  If the Agent receives a payment insufficient to discharge all the amounts
     then due and payable by the Borrowers under the Finance Documents, the
     Agent shall apply that payment towards the obligations of the Borrowers
     under the Finance Documents in the following order:

     (i)  first, in or towards payment pro rata of any unpaid fees, costs and
          expenses of the Agent under the Finance Documents;

     (ii) secondly, in or towards payment pro rata of any accrued interest due
          but unpaid under this Agreement;

     (iii) thirdly, in or towards payment pro rata of any principal due but
          unpaid under this Agreement; and

     (iv) fourthly, in or towards payment pro rata of any other sum due but
          unpaid under the Finance Documents.

(b)  The Agent shall, if so directed by all the Banks, vary the order set out in
     sub-paragraphs (a)(ii) to (iv) above.

(c)  Paragraphs (a) and (b) above will override any appropriation made by a
     Borrower.

13.  TAXES

13.1 Gross up

(a)  All payments by an Obligor under the Finance Documents shall be made in
     full without any deduction or withholding whatsoever and free and clear of
     and without any deduction or withholding for or on account of any Taxes,
     except to the extent that the Obligor is required by law to make payment
     subject to any Taxes. Subject to paragraph (b) below, if any Taxes or
     amounts in respect of Taxes must be deducted or withheld, or any other
     deductions or withholdings must be made, from any amounts payable or paid
     by an Obligor, or paid or

<PAGE>

                                       37

     payable by the Agent to a Finance Party, under the Finance Documents, the
     Obligor shall pay such additional amounts as may be necessary to ensure
     that the relevant Bank receives and retains (after any deduction or
     withholding in respect of such additional amount) a net amount equal to the
     full amount which it would have received had payment not been made subject
     to Tax or any other deduction or withholding.

(b)  An Obligor is not obliged to pay any additional amounts pursuant to
     paragraph (a) above in respect of (i) any deduction or withholding which
     would not have been required if the relevant Finance Party had completed a
     declaration, claim, exemption or other form which it is able to complete;
     or (ii) any voluntary change by a Finance Party in the Facility Office.

13.2 Indemnity

     Each Obligor shall:

     (a)  pay when due all Taxes required by law to be deducted or withheld by
          it from any amounts paid or payable under the Finance Documents;

     (b)  within 30 days of the payment being made, deliver to the Agent for the
          relevant Finance Party evidence satisfactory to that Finance Party
          (including all relevant Tax receipts or certified copies thereof) that
          the payment has been duly remitted to the appropriate authority; and

     (c)  within 5 Business Days of a demand made by the Agent on behalf of a
          Finance Party identifying the circumstances giving rise to a claim
          indemnify each Finance Party against any loss or liability or cost
          which that Finance Party incurs as a consequence of the payment or
          non-payment of those Taxes (other than for the avoidance of doubt any
          additional amount payable pursuant to Clause 13.1(a) (Gross up) or in
          respect of which an Obligor is not liable to make any payment pursuant
          to Clause 13.1(a) (Gross up) by virtue of Clause 13.1(b) (Gross up).

13.3 Tax Credit

     If any Obligor pays any increased amount pursuant to this Clause 13 and any
     Finance Party effectively obtains a refund of Tax or credit against Tax by
     reason of that payment, and if the Finance Party is able to identify that
     refund or credit as being attributable to that payment having regard to its
     other activities, then such Finance Party shall reimburse to the Obligor
     such amount as it shall determine (any such determination being conclusive)
     to be the proportion of that refund or credit as would leave the Finance
     Party after that reimbursement in no better or worse position than it would
     have been if that payment had not been required. Neither the Agent nor any
     of the Banks shall be obliged to arrange their tax affairs in any
     particular manner or to disclose any confidential information regarding
     their tax affairs or computations to the Borrower.

13.4 Avoidance of Swiss Withholding Tax

     In order to avoid that Swiss withholding tax may become applicable on
     interest payments under this Agreement, the Company undertakes that:

<PAGE>

                                       38

     (a)  the number of persons who are not Approved Banks to whom the Company
          owes the aggregate of its interest-bearing borrowed money (other than
          bond issues which are subject to Swiss withholding tax) is not more
          than 20; and

     (b)  it is and will be in compliance with explanatory note S-02.122(4.99)
          of the Swiss Federal Tax Administration and any change or amendment
          thereof which has an impact on the Company's obligation in respect of
          Swiss withholding tax under this Agreement.

14.  MARKET DISRUPTION

14.1 Absence of quotations

     If LIBOR or EURIBOR is to be determined by reference to the Reference Banks
     but a Reference Bank does not supply an offered rate by 11.30 a.m. on a
     Rate Fixing Day, the applicable LIBOR or EURIBOR shall, subject to Clause
     14.2 (Market disruption), be determined on the basis of the quotations of
     the remaining Reference Banks.

14.2 Market disruption

     If, in relation to any proposed Advance:

     (a)  LIBOR or EURIBOR is to be determined by reference to the Reference
          Banks but no, or only one, Reference Bank supplies a rate by 11.30
          a.m. on the Rate Fixing Day or the Agent otherwise determines that
          adequate and fair means do not exist for ascertaining LIBOR or
          EURIBOR; or

     (b)  before the close of business on the Rate Fixing Date the Agent
          receives notification from Banks whose participations in an Advance
          exceed 35 per cent. of that Advance that the cost to them of obtaining
          matching deposits in the London or (in the case of euro) European
          interbank market would be in excess of LIBOR or EURIBOR, as
          appropriate, for the relevant Term,

     the Agent shall promptly notify the Obligor and the Banks of the fact and
     that this Clause 14 is in operation.

14.3 Substitute basis

(a)  After any notification under Clause 14.2 (Market disruption) the relevant
     Advance shall not be made. However, within five Business Days of receipt of
     the notification, the Obligor and the Agent shall enter into negotiations
     for a period of not more than 30 days with a view to agreeing a substitute
     basis for determining the rate of interest and/or funding applicable to
     that and (to the extent required) any future Advance. Any substitute basis
     agreed shall be, with the prior consent of all the Banks, binding on all
     the Parties.

(b)  During any period when a substitute basis is in force, the Agent and the
     Company shall consult not less frequently than once every 30 days with a
     view to reverting to the other provisions of this Agreement as soon as
     practicable.

<PAGE>

                                       39

(c)  Where an Advance is not made pursuant to Clause 14.3(a), and where such
     Advance would have been applied in repaying any outstanding Advances
     maturing on the proposed date for such Advance, the three day period
     referred to in Clause 20.2 (Non-payment) shall be treated as applicable,
     notwithstanding the absence of technical malfunction or administrative
     error, but extended to 30 days to the extent that the Borrower fails to
     repay such outstanding Advances on such date.

15.  INCREASED COSTS

15.1 Increased costs

(a)  Subject to Clause 15.2 (Exceptions), the Borrowers' Agent shall within 5
     Business Days following a demand by a Finance Party in accordance with
     Clause 15.3 (Notification) pay to that Finance Party the amount of any
     increased cost incurred by it or any Holding Company (which, for the
     purposes of this Clause 15.1, means any company or entity (if any) within
     the consolidated supervision of which such Finance Party is included) of
     such Finance Party as a result of:

     (i)  the introduction of, or any change in, or any change in the
          interpretation or application of, any law or regulation by a competent
          authority charged with that function; or

     (ii) compliance with any regulation made after the Signing Date by a
          central bank, monetary, regulatory or other similar authority,

     (including any law or regulation relating to taxation, change in currency
     of a country or reserve asset, special deposit, cash ratio, liquidity or
     capital adequacy requirements or any other form of banking or monetary
     control).

(b)  In this Agreement "increased cost" means:

     (i)  an additional cost incurred by a Finance Party or any Holding Company
          of such Finance Party as a result of it having entered into, or
          performing, maintaining or funding its obligations under, any Finance
          Document; or

     (ii) that portion of an additional cost incurred by a Finance Party or any
          Holding Company of such Finance Party in making, funding or
          maintaining all or any advances comprised in a class of advances
          formed by or including that Finance Party's participations in the
          Advances made or to be made under this Agreement as is attributable to
          that Finance Party making, funding or maintaining those
          participations; or

     (iii) a reduction in any amount payable to a Finance Party or any Holding
          Company of such Finance Party or in the effective return to a Finance
          Party or any of its Affiliates under this Agreement or (to the extent
          that it is attributable to this Agreement) on its capital; or

     (iv) the amount of any payment made by a Finance Party or any Holding
          Company of such Finance Party, or the amount of any interest or other
          return foregone by a Finance Party or any of its Affiliates,
          calculated by reference to any amount received

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                                       40

          or receivable by that Finance Party or any of its Affiliates from any
          other Party under this Agreement.

15.2 Exceptions

     Clause 15.1 (Increased costs) does not apply to any increased cost:

     (a)  compensated for by the payment of the Mandatory Cost;

     (b)  compensated for by the operation of Clause 13 (Taxes) or not required
          to be compensated for by reason of Clause 13.1(b) (Gross up) or 13.2
          (Indemnity);

     (c)  attributable to any change in the rate of, or change in the basis of
          calculating, Tax on the overall net income of a Bank (or the overall
          net income of a division or branch of the Bank) imposed in the
          jurisdiction in which (i) its principal office or Facility Office is
          for the time being situate, (ii) it is incorporated, or (iii) it is
          treated as resident for Tax purposes;

     (d)  attributable to the wilful breach by a Bank or Affiliate of any law or
          regulation applicable to it;

     (e)  arising from a request or requirement relating to the maintenance of
          capital made by way of implementation of the paper entitled
          "International Convergence of Capital Measurement and Capital
          Standards" dated July 1988 and prepared by the Basle Committee on
          Banking Regulations and Supervision, as amended in 1991, in the manner
          in which it is being implemented as at the Signing Date; or

     (f)  attributable to a voluntary change by any Finance Party of the
          Facility Office.

15.3 Notification

     If any Finance Party intends to make a claim under Clause 15.1 (Increased
     costs) then and in every such case it shall notify the Borrowers' Agent
     through the Agent of the claim and the circumstances giving rise to the
     claim promptly on becoming aware of those circumstances including, in
     reasonable detail, particulars of the circumstances and accompanied by a
     certificate specifying the amount of compensation claimed and setting out
     the calculation of the amount in reasonable detail. Nothing in this Clause
     15.3 shall oblige any Finance Party (or any Holding Company in or Affiliate
     to such Finance Party) to disclose any confidential information relating to
     the organisation of its affairs.

16.  ILLEGALITY

     If it is or becomes unlawful in any jurisdiction for a Finance Party to
     give effect to any of its obligations as contemplated by this Agreement or
     to fund or maintain its participation in any Utilisation, then:

     (a)  that Finance Party may notify the relevant Obligor through the Agent
          accordingly; and

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                                       41

     (b)  (i)  each Borrower shall, no earlier than three Business Days prior to
               the latest permitted lawful date for payment, prepay the
               participations of that Finance Party in all the Utilisations made
               to it; and

          (ii) the Commitment of that Finance Party shall forthwith be
               cancelled.

17.  GUARANTEE

17.1 Guarantee

     The Company irrevocably and unconditionally:

     (a)  guarantees to each Finance Party prompt performance by each other
          Obligor of all their obligations under the Finance Documents;

     (b)  undertakes with each Finance Party that whenever any other Obligor
          does not pay any amount when due under or in connection with any
          Finance Document, the Company shall forthwith on demand by the Agent
          pay that amount as if the Company instead of the other Obligors were
          expressed to be the principal obligor; and

     (c)  indemnifies each Finance Party on demand against any loss or liability
          suffered by it if any obligation guaranteed by the Company is or
          becomes unenforceable, invalid or illegal.

17.2 Continuing guarantee

     This guarantee is a continuing guarantee and will extend to the ultimate
     balance of all sums payable by each other Obligor under the Finance
     Documents, regardless of any intermediate payment or discharge in whole or
     in part.

17.3 Reinstatement

(a)  Where any discharge (whether in respect of the obligations of each other
     Obligor or any security for those obligations or otherwise) is made in
     whole or in part or any arrangement is made on the faith of any payment,
     security or other disposition which is avoided or must be restored on
     insolvency, liquidation or otherwise without limitation, the liability of
     the Company under this Clause 17 shall continue as if the discharge or
     arrangement had not occurred.

(b)  Each Finance Party may concede or compromise any claim that any payment,
     security or other disposition is liable to avoidance or restoration.

17.4 Waiver of defences

     The obligations of the Company under this Clause 17 will not be affected by
     an act, omission, matter or thing which, but for this provision, would
     reduce, release or prejudice any of its obligations under this Clause 17 or
     prejudice or diminish those obligations in whole or in part, including
     (whether or not known to it or any Finance Party):

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                                       42

     (a)  any time or waiver granted to, or composition with, each other Obligor
          or any other person;

     (b)  the release of each other Obligor or any other person under the terms
          of any composition or arrangement with any creditor of any member of
          the Group;

     (c)  the taking, variation, compromise, exchange, renewal or release of, or
          refusal or neglect to perfect, take up or enforce, any rights against,
          or security over assets of, each other Obligor or any other person or
          any non-presentation or non-observance of any formality or other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (d)  any incapacity or lack of powers, authority or legal personality of or
          dissolution or change in the members or status of each other Obligor
          or any other person;

     (e)  any variation (however fundamental) or replacement of a Finance
          Document or any other document or security so that references to that
          Finance Document in this Clause 17 shall include each variation or
          replacement;

     (f)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Finance Document or any other document or
          security, to the intent that the Company's obligations under this
          Clause 17 shall remain in full force and its guarantee be construed
          accordingly, as if there were no unenforceability, illegality or
          invalidity; or

     (g)  any postponement, discharge, reduction, non-provability or other
          similar circumstance affecting any obligation of each other Obligor
          under a Finance Document resulting from any insolvency, liquidation or
          dissolution proceedings or from any law, regulation or order so that
          each such obligation shall for the purposes of the Company's
          obligations under this Clause 17 be construed as if there were no such
          circumstance.

17.5 Immediate recourse

     The Company waives any right it may have of first requiring any Finance
     Party (or any trustee or agent on its behalf) to proceed against or enforce
     any other rights or security or claim payment from any person before
     claiming from the Company under this Clause 17.

17.6 Appropriations

     Until all amounts which may be or become payable by each other Obligor
     under or in connection with the Finance Documents have been irrevocably
     paid in full, each Finance Party (or any trustee or agent on its behalf)
     may:

     (a)  refrain from applying or enforcing any other moneys, security or
          rights held or received by that Finance Party (or any trustee or agent
          on its behalf) in respect of those amounts, or apply and enforce the
          same in such manner and order as it sees fit (whether against those
          amounts or otherwise) and the Company shall not be entitled to the
          benefit of the same; and

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                                       43

     (b)  hold in an interest-bearing suspense account any moneys received from
          the Guarantor or on account of the Guarantor liability under this
          Clause 17.

17.7 Non-competition

     Until all amounts which may be or become payable by each other Obligor
     under or in connection with the Finance Documents have been irrevocably
     paid in full, the Guarantor shall not, after a claim has been made which
     has not been satisfied in full or by virtue of any payment or performance
     by it under this Clause 17:

     (a)  be subrogated to any rights, security or moneys held, received or
          receivable by any Finance Party (or any trustee or agent on its
          behalf) or be entitled to any right of contribution or indemnity in
          respect of any payment made or moneys received on account of the
          Company's liability under this Clause 17;

     (b)  claim, rank, prove or vote as a creditor of each other Obligor or its
          estate in competition with any Finance Party (or any trustee or agent
          on its behalf); or

     (c)  receive, claim or have the benefit of any payment, distribution or
          security from or on account of each other Obligor, or exercise any
          right of set-off as against the other Obligors,

     unless the Agent otherwise directs. The Guarantor shall hold in trust for
     and forthwith pay or transfer to the Agent for the Finance Parties or as
     directed by the Agent any payment or distribution or benefit of security
     received by it contrary to this Clause 17.7 or as directed by the Agent.

17.8 Additional security

     This guarantee is in addition to and is not in any way prejudiced by any
     other security now or subsequently held by any Finance Party.

18.  REPRESENTATIONS AND WARRANTIES

18.1 Representations and warranties

     Each Obligor makes the representations and warranties set out in this
     Clause 18 to each Finance Party (but in the case of an Obligor other than
     the Company, only in respect of itself).

18.2 Status

     Each of them is a company, duly incorporated and validly existing under the
     laws of the jurisdiction of its incorporation and has power and authority
     to own its assets and to conduct the business which it conducts and/or
     proposes to conduct.

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                                       44

18.3 Powers and authority

     Each of them has the power to enter into and perform, and has taken all
     necessary action to authorize the entry into, performance and delivery of,
     the Finance Documents to which it is or will be a party and the
     transactions contemplated by those Finance Documents.

18.4 Legal validity

     Subject to the Reservations, Belgian Reservations, Bermudan Reservations
     and Swiss Reservations each Finance Document to which it is or will be a
     party constitutes, or when executed in accordance with its terms will
     constitute, its legal, valid and binding obligation enforceable in
     accordance with its terms.

18.5 Authorizations

     All authorizations required in connection with the entry into, performance,
     validity and enforceability of, and the transactions contemplated by, the
     Finance Documents have been obtained or effected (as appropriate) and are
     in full force and effect.

18.6 Pari passu ranking

     Its obligations under the Finance Documents rank and will rank at least
     pari passu with all its other unsecured obligations except for obligations
     mandatorily preferred by law applying to companies generally.

18.7 Taxes on payments

     All amounts payable by each Obligor under the Finance Documents may be made
     free and clear of and without deduction or withholding for or on account of
     any tax under the laws of its jurisdiction of incorporation in force as at
     the date hereof.

18.8 Stamp duties

     At the date hereof no stamp or registration duty or similar taxes or
     charges are payable in its jurisdiction of incorporation in respect of any
     Finance Document.

18.9 Immunity

(a)  The execution by each Obligor of each Finance Document constitutes, and its
     exercise of its rights and performance of its obligations under each
     Finance Document will constitute, private and commercial acts done and
     performed for private and commercial purposes; and

(b)  no Obligor will be entitled to claim immunity from suit, execution,
     attachment or other legal process in any proceedings taken in the
     jurisdiction of its incorporation in relation to any Finance Document.

18.10 Jurisdiction/governing law

(a)  Each Obligor's:

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                                       45

     (i)  irrevocable submission under Clause 38 (Jurisdiction) to the
          jurisdiction of the courts of England;

     (ii) agreement that this Agreement is governed by English law; and

     (iii) agreement not to claim any immunity to which it or its assets may be
          entitled,

     are legal, valid and binding under the laws of its jurisdiction of
     incorporation; and

(b)  Subject to the Swiss Reservations, the Bermudan Reservations or the Belgian
     Reservations (as the case may be) any judgment obtained in England will be
     recognised and be enforceable by the courts of its jurisdiction of
     incorporation.

18.11 Non-conflict

     The entry into and performance by it of, and the transactions contemplated
     by, the Finance Documents do not and will not:

     (a)  conflict with any applicable law or regulation or judicial or official
          order; or

     (b)  conflict with the constitutional documents of any Obligor; or

     (c)  conflict with any document which is binding upon any Obligor or any
          asset of any Obligor.

18.12 No default

(a)  No Default is outstanding or is likely to result from the making of any
     Utilisation; and

(b)  no other event is outstanding which constitutes a default under any
     document which is binding on the Obligors or any Principal Subsidiary or
     any asset of any Obligor or any Principal Subsidiary to an extent or in a
     manner which might have a material adverse effect.

18.13 Litigation

     No litigation, arbitration or administrative proceedings (other than
     proceedings where the Obligor has proven to the satisfaction of the Agent
     that such proceedings are being contested in good faith and in the
     competent forum) are, to its knowledge, current or pending or threatened,
     which is likely to, if adversely determined, have a material adverse
     effect.

18.14 Financial Statements

     The Original Financial Statements were prepared in accordance with US GAAP
     consistently applied unless expressly disclosed to the contrary, and truly
     and fairly present the financial condition and operations of the Group as
     at the date on which they were prepared. For the purposes of any repetition
     of this representation and warranty each Obligor's Financial Statements
     delivered pursuant to Clause 19.2 (Financial information) were prepared in
     accordance with GAAP and give (in conjunction with any notes thereto) a
     true and fair view of the financial condition of the Group as at the date
     as of which they were prepared and of the results of the Group's operations
     during the period thereby covered.

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                                       46

18.15 No Material Adverse Change

     Since the date of preparation of the Original Financial Statements, there
     has been no material adverse change in the business or financial condition
     of the Company or any member of the Group which would be likely to have a
     material and adverse effect on the ability of an Obligor to meet its
     payment obligations hereunder or to comply with the financial covenants in
     Clause 19.6 (Financial condition of the Group) below.

18.16 Full Disclosure

     The factual information contained in the Information Memorandum and all of
     the other written information supplied by an Obligor to any Finance Party
     in connection herewith was true and accurate in all material respects as at
     the date it was provided or as at the date (if any) at which it is stated,
     all opinions and financial projections of or supplied by such Obligor
     therein are based on fair and reasonable assumptions and it is not aware of
     any material facts or circumstances that have not been disclosed to the
     Finance Parties, the MLAs and the Banks and which might, if disclosed, be
     reasonably expected to adversely affect the decision of a person
     considering whether or not to provide finance to the Obligors on the terms
     set out in this Agreement.

18.17 Existing Security

     Save as permitted under Clause 19.12 (Negative pledge) no Security
     Interests exist on or over all or any of the present or future revenues or
     assets of any member of the Group save as disclosed in Schedule 6 (Schedule
     of Security Interests).

18.18 No Obligation to Create Security

     An Obligor's execution of this Agreement and its exercise of its rights and
     performance of its obligations hereunder will not result in the existence
     of nor oblige any member of the Group to create any Security Interest over
     all or any of its present or future revenues or assets.

18.19 Winding-up

     No meeting has been convened for Winding-up any Obligor nor any Principal
     Subsidiary, no step is intended by any of them and, as far as any of them
     is aware, no petition, application or the like is outstanding for
     Winding-up any Obligor nor any Principal Subsidiary (except for the purpose
     of a solvent amalgamation or reconstruction on terms, in the case of an
     Obligor or Principal Subsidiary, approved by the Majority Banks, such
     approval not to be unreasonably withheld or delayed).

18.20 Times for making representations and warranties

(a)  The representations and warranties set out in this Clause 18 (other than
     those set out in Clauses 18.7 (Taxes on payments), 18.8 (Stamp duties),
     18.16 (Full Disclosure) and 18.19 (Winding-up) are made by each Obligor on
     the Signing Date, and are deemed to be made again by each Obligor on the
     date of each Request, on each Utilisation Date and on the first day of each
     Term.

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                                       47

(b)  On each occasion when the representation and warranty set out in Clause
     18.15 (No Material Adverse Change) is repeated in accordance with Clause
     18.20(a), it is made by reference to the latest consolidated financial
     statements of the Group which have been delivered to the Agent pursuant to
     Clause 19.2 (Financial information).

19.  UNDERTAKINGS

19.1 Duration

     The undertakings in this Clause 19 remain in force from the Signing Date
     for so long as any amount is or may be outstanding under this Agreement or
     any Commitment is in force.

19.2 Financial information

     The Company shall supply to the Agent in sufficient copies for all the
     Banks:

     (a)  as soon as the same are available (and in any event within 120 days of
          the end of each of its financial years):

          (i)  in the case of the Company, the consolidated financial statements
               of the Group for that financial year; and

          (ii) in the case of each other Obligor, the financial statements of
               such Obligor for that financial year,

     (b)  as soon as the same are available (and in any event within 90 days of
          the end of each quarter of each of its financial years):

          (i)  in the case of the Company, its consolidated financial statements
               of the Group for such period;

          (ii) the financial statements of each other Obligor for such period;

          (iii) a statement confirming the Company's Principal Subsidiaries at
               that date; and

          (iv) the Margin Certificate.

          In the case of sub-paragraphs (b)(i) and (ii) above such financial
          statements shall include at least a balance sheet as at the end of,
          and a profit and loss account for the financial year to date.

19.3 Information - miscellaneous

     Each Obligor shall supply to the Agent:

     (a)  (in the case of the Company only) all documents despatched by it to
          its shareholders (or any class of them) or by it to its creditors
          generally or to any holders of listed debt securities issued by the
          Company at the same time as they are despatched;

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                                       48

     (b)  promptly upon becoming aware of them, details of any litigation,
          arbitration or administrative proceedings which are current,
          threatened or pending, and which might, if adversely determined, have
          a material adverse effect; and

     (c)  promptly, such further information in the possession or control of a
          Principal Subsidiary or an Obligor regarding its business and
          financial condition and operations as the Agent or any Bank through
          the Agent may reasonably request;

19.4 Requirements as to financial statements

     Each Obligor shall ensure that:

     (a)  each set of financial statements delivered by it under Clause 19.2
          (Financial information) is prepared in accordance with GAAP;

     (b)  each set of financial statements delivered by it under Clause 19.2
          (Financial information) is certified by a Financial Officer of such
          Obligor as giving a true and fair view of its financial condition as
          at the end of the period to which those financial statements relate
          and of the results of the Group's operations during such period; and

     (c)  each set of financial statements delivered by it under Clause 19.2(a)
          (Financial information) has been audited by an internationally
          recognised firm of independent auditors licensed to practise in the
          jurisdiction of incorporation of such Obligor.

19.5 Accounting policies

     Each Obligor shall ensure that each set of financial statements delivered
     to the Agent under Clause 19.2 (Financial information) is prepared in
     accordance with GAAP but where there have been one or more changes in any
     accounting policies, practices, procedures or reference period from those
     used in the preparation of the Original Financial Statements, the Company
     shall notify the Agent and provide:

     (a)  a description of the changes and the adjustments which would be
          required to be made to those financial statements in order to cause
          them to use the accounting policies, practices, procedures and
          reference period upon which the Original Financial Statements were
          prepared; and

     (b)  sufficient information, in such detail and format as may be reasonably
          required by the Agent, to enable the Banks to make an accurate
          comparison between the financial position indicated by those financial
          statements and the Original Financial Statements,

     to enable the ratios referred to in Clause 19.6 (Financial Condition of the
     Group) (and as used in Clause 9.2 (Margin)) to be tested on the basis of
     the accounting policies, practices, procedures and reference period upon
     which the Original Financial Statements were based.

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                                       49

19.6 Financial condition of the Group

     At all times, the consolidated financial condition of the Group, as
     evidenced by financial statements and supplemental further information
     prepared in accordance with the provisions of Clause 19.5 (Accounting
     policies), shall be such that:

     (i)  the ratio of EBITDA to Consolidated Interest Expenses shall be not
          less than 5:1, in respect of any four consecutive quarters of the
          Company;

     (ii) the ratio of Net Consolidated Financial Debt at the end of any
          financial quarter of the Company to EBITDA for the four consecutive
          quarters of the Company ending at the end of such first mentioned
          quarter shall be equal to or less than 3.0:1.

     For the purpose of testing the ratios referred to in this Clause 19.6, each
     Obligor will deliver to the Agent, at the time it delivers the quarterly
     statements requested under Clause 19.2 (Financial information), a
     certificate of any one of its Financial Officers:

     (a)  setting out the ratios and a brief description of the method of
          computation, together with such information as is required to support
          such certificate and computation; and

     (b)  confirming that no Default is outstanding, or if a Default is
          outstanding specifying the Default and the steps, if any being taken
          to remedy it.

     The ratios referred to in this Clause 19.6 shall be tested on the basis of
     accounts produced using the accounting policies, practices, procedures and
     reference period upon which the Original Financial Statements were
     prepared.

19.7 Accounting terms

     All accounting expressions which are not otherwise defined herein shall be
     construed in accordance with GAAP as adopted by the Company for the
     purposes of preparing its consolidated financial statements.

19.8 Notification of Default

     Each Obligor shall notify the Agent of any Default (and the steps, if any,
     being taken to remedy it) promptly upon becoming aware of its occurrence.

19.9 Compliance certificates

     Each Obligor shall supply to the Agent promptly if the Agent so requests in
     writing, a certificate signed by one of its Financial Officers on its
     behalf certifying that no Default is outstanding or, if a Default is
     outstanding, specifying the Default and the steps, if any, being taken to
     remedy it.

19.10 Authorisations

     Each Obligor shall promptly:

     (a)  obtain, maintain and comply with the terms of; and

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                                       50

     (b)  supply certified copies to the Agent of,

     any authorisation required under any law or regulation to enable it to
     perform its obligations under, or for the validity or enforceability of,
     any Finance Document.

19.11 Pari passu ranking

     Each Obligor shall procure that its obligations under the Finance Documents
     do and will rank at least pari passu with all its other present and future
     unsecured and unsubordinated obligations, except for obligations
     mandatorily preferred by law applying to companies generally.

19.12 Negative pledge

     No Obligor shall, and the Company shall procure that no other member of the
     Group will, without the prior consent of the Majority Banks, such consent
     not to be unreasonably withheld, create or permit to subsist any Security
     Interest (other than Permitted Security Interests) on any of its present or
     future revenues or assets.

19.13 Disposals

(a)  No Obligor shall, and the Company shall procure that no other member of the
     Group will, without the prior written consent of the Agent acting on the
     instructions of the Majority Banks, either in a single transaction or in a
     series of transactions, whether related or not and whether voluntarily or
     involuntarily, sell, transfer, grant or lease or otherwise dispose of all
     or any substantial part of its assets.

(b)  Paragraph (a) does not apply to:

     (a)  disposals made in the ordinary course of business of the disposing
          entity for market value on an arm's length basis;

     (b)  disposals from any member of the Group to any other member of the
          Group;

     (c)  disposals of property or assets (excluding receivables) in exchange
          for other property or assets of a comparable type in value, made in
          the ordinary course of business;

     (d)  the sale, transfer, loan or disposal in the ordinary course of trading
          of obsolete plant or machinery;

     (e)  the creation by an Obligor or any member of the Group of a Permitted
          Security Interest;

     (f)  disposals of cash raised or borrowed for the purpose for which it was
          raised or borrowed;

     (g)  the repayment of any monies borrowed and the payment of any dividend
          or distribution;

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                                       51

     (h)  a distribution of surplus assets of a member of the Group in
          liquidation or winding-up not involving insolvency;

     (i)  the application of cash in the acquisition of assets or services in
          the ordinary course of trading of an Obligor or the relevant member of
          the Group;

     (j)  the disposal of receivables under receivables financing arrangements
          or securitisation arrangements, on commercial terms;

     (k)  disposals of property or assets otherwise than as permitted by
          paragraphs (a) to (j) of this Clause 19.13 during the term of this
          Agreement so long as the aggregate book value of all such property or
          assets does not exceed 10 per cent. of the Total Consolidated Assets
          as shown in the latest audited consolidated financial statements of
          the Group,

     Provided that:

     (i)  an Obligor shall ensure that it provides to the Banks information
          setting out changes in the structure of the Group and the transfer,
          sale or disposal of property or assets by an Obligor or any Principal
          Subsidiary to any of its own subsidiaries where the book value of the
          relevant assets is equal to or greater than euro 15,000,000 such
          information to be provided with the quarterly financial statements to
          be delivered under Clause 19.2 (Financial information), and

     (ii) none of the above exceptions shall apply to the disposal by any person
          of a Principal Subsidiary to any person other than a member of the
          Group.

19.14 Change of business

     The Company will ensure that the business of the Group, taken as a whole,
     will continue to be principally that of the provision of general staffing
     services, consultancy and staff outsourcing services and all related
     services.

19.15 Loans and Guarantees

     The Company shall ensure that no member of the Group shall, without the
     prior written consent of the Majority Banks (such consent not to be
     unreasonably withheld or delayed):

     (a)  make any loans or grant any credit (save for credit in the ordinary
          course of business) other than:

          (i)  to another member of the Group;

          (ii) to employees in the ordinary course of business;

          (iii) loans of assets permitted by Clause 19.13 (Disposals) above;

          (iv) loans made in connection with and to facilitate the acquisition
               of any business or company on arm's length terms and which are
               repayable within twelve months;

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                                       52

          (v)  loans made by subsidiaries acquired after the date hereof which
               have committed, prior to the date of their acquisition, to make
               such Indebtedness;

          (vi) representing any deferred purchase price on any permitted sale of
               assets by any member of the Group;

          (vii) making loans or the grant of credit by any member of the Group
               and not falling within (i) to (v) above, up to an aggregate
               amount of euro 15,000,000 (or its equivalent in any other
               currencies);

     (b)  give any guarantee or indemnity to or for the benefit of any person
          other than:

          (i)  in the ordinary course of business;

          (ii) for the benefit of another member of the Group;

          (iii) any guarantee or indemnity in connection with and to facilitate
               a disposal permitted by Clause 19.13 (Disposals) above or an
               acquisition by any member of the Group of a business or a
               company; or

          (iv) any other guarantee or indemnity provided that the aggregate of
               the contingent liability of each member of the Group under all
               such guarantees and indemnities taken together shall not at any
               time exceed euro 15,000,000 (or its equivalent in any other
               currencies).

19.16 Insurance

     Each Obligor shall, and the Company shall procure that each other member of
     the Group will maintain insurance with financially sound and reputable
     insurers with respect to its assets of an insurable nature against such
     risks and in such amounts as are normally maintained by persons carrying on
     the same or a similar class of business.

19.17 Maintenance of status

     Each Obligor will and the Company shall procure that each Principal
     Subsidiary will:

     (a)  do all such things as are necessary to maintain its corporate
          existence (except where there is a merger, consolidation,
          reconstruction or amalgamation with another member of the Group in the
          context of a solvent transaction); and

     (b)  ensure that it has the right and is duly qualified to conduct its
          business as it is conducted in all applicable jurisdictions, where
          failure to do so would have a material adverse effect.

20.  DEFAULT

20.1 Events of Default

     Each of the events set out in this Clause 20 is an Event of Default
     (whether or not caused by any reason whatsoever outside the control of any
     Borrower or any other person).

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                                       53

20.2 Non-payment

     An Obligor does not pay any amount of principal or interest on the due date
     (or, where its failure is due solely to technical malfunction or
     administrative error, within three Business Days of being due) or fails to
     pay any other amount payable hereunder within five Business Days of being
     due by it under the Finance Documents at the place and in the currency in
     which it is expressed to be payable.

20.3 Breach of other obligations

     An Obligor does not comply with:

     (a)  the undertakings contained in Clauses 19.2 (Financial information) to
          Clause 19.5 (Accounting policies) (inclusive) and 19.7 (Accounting
          Terms) to 19.17 (Maintenance of status) (inclusive) and such failure
          to comply is not remedied within ten days; or

     (b)  the undertaking contained in Clause 19.6 (Financial condition of the
          Group); or

     (c)  any other obligation under this Agreement and such failure is not
          remedied within 30 days of the Agent giving notice to the Borrowers'
          Agent or 30 days of the Borrowers' Agent having become aware of such
          failure.

20.4 Misrepresentation

     A representation, warranty or statement made or repeated in or in
     connection with any Finance Document or in any document delivered by or on
     behalf of any Borrower under or in connection with any Finance Document is
     incorrect in any material respect when made or deemed to be made or
     repeated.

20.5 Cross-default

(a)  Any Financial Indebtedness of any Obligor or Principal Subsidiary is not
     paid when due or within any applicable grace period; or

(b)  any Financial Indebtedness of any Obligor or Principal Subsidiary becomes
     prematurely due and payable or is placed on demand as a result of an event
     of default (howsoever described) under the document relating to that
     Financial Indebtedness; or

(c)  any commitment for, or underwriting of, any Financial Indebtedness of any
     Obligor or Principal Subsidiary is cancelled or suspended as a result of an
     event of default (howsoever described) under the document relating to that
     Financial Indebtedness,

     provided that in the case of the events listed in (a) to (c) above;

     (i)  no Event of Default will occur under this Clause 20.5 if the aggregate
          amount of Financial Indebtedness or commitment for Financial
          Indebtedness falling within paragraphs (a) to (c) above (without
          taking into account any sum more than once in whatever capacity owed
          or by whom) is less than euro 15,000,000 (or its equivalent in any
          other currency or currencies); and

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                                       54

     (ii) for the purposes of this Clause 20.5, if any member of the Group
          disputes any Financial Indebtedness that is owing to any person
          pursuant to the terms of an agreement relating to the acquisition of
          any business or company by a member of the Group, on the basis of a
          bona fide claim by the member of the Group against such person (and
          where the Borrower has demonstrated to the Agent's reasonably
          satisfaction that its claim is bona fide) the Indebtedness
          (representing deferred purchase price or additional consideration) in
          respect of such acquisition shall not constitute Financial
          Indebtedness (to the extent that it would otherwise do so) unless and
          until the merits of the claim have been adjudicated upon (unless
          subject to appeal) or the claim is dropped or settled.

20.6 Insolvency

(a)  A Borrower or any Principal Subsidiary is, or is deemed for the purposes of
     any law to be, unable to pay its debts as they fall due or to be insolvent,
     or admits inability to pay its debts as they fall due; or

(b)  a Borrower or any Principal Subsidiary suspends making payments on all or
     any class of its debts or announces an intention to do so, or a moratorium
     is declared in respect of any of its indebtedness; or

(c)  a Borrower or any Principal Subsidiary, by reason of financial
     difficulties, begins negotiations with one or more of its creditors with a
     view to the readjustment or rescheduling of any of its indebtedness.

20.7 Insolvency proceedings

(a)  Any step (including petition, proposal or convening a meeting) is taken
     with a view to a composition, assignment or arrangement with any creditors
     of any Obligor or Principal Subsidiary; or

(b)  a meeting of any Obligor or Principal Subsidiary is convened for the
     purpose of considering any resolution for (or to petition for) its
     winding-up or for its administration or any such resolution is passed; or

(c)  any person presents a petition for the winding-up or for the administration
     of any Obligor or Principal Subsidiary; or

(d)  an order for the winding-up or administration of any Obligor or Principal
     Subsidiary is made; or

(e)  any other step (including petition, proposal or convening a meeting) is
     taken with a view to the rehabilitation, administration, custodianship,
     liquidation, winding-up or dissolution of any Obligor or Principal
     Subsidiary or any other insolvency proceedings involving any Obligor or
     Principal Subsidiary and including, in the case of a Swiss Obligor,
     bankruptcy proceedings (Konkursverfahren), reorganisation proceedings
     (Nachlassverfahren), and the postponement of the declaration of bankruptcy
     in accordance with art. 725a of the Swiss Federal Code of Obligations,

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                                       55

     (excluding orders which are frivolous or vexatious and which are withdrawn
     or stayed within 21 days).

20.8 Appointment of receivers and managers

(a)  Any liquidator, trustee in bankruptcy, judicial custodian, compulsory
     manager, receiver, administrative receiver, administrator or the like is
     appointed in respect of any Obligor or Principal Subsidiary or any
     substantial part of its assets; or

(b)  the directors of any Obligor or Principal Subsidiary requests the
     appointment of a liquidator, trustee in bankruptcy, judicial custodian,
     compulsory manager, receiver, administrative receiver, administrator or the
     like; or

(c)  any other steps are taken to enforce any Security Interest over any part of
     the assets with a value of euro 10,000,000 or more of any Obligor or
     Principal Subsidiary.

20.9 Creditors' process

     Any execution or distress is levied against, or an encumbrancer takes
     possession of, the whole or any material part of, the property, undertaking
     or assets of the Borrower or any Principal Subsidiary and any such action
     is not lifted or discharged within 14 days.

20.10 Analogous proceedings

     There occurs, in relation to any Obligor or Principal Subsidiary, any event
     anywhere which, in the opinion of the Majority Banks, appears to correspond
     with any of those mentioned in Clauses 20.6 (Insolvency) to 20.9
     (Creditors' process) (inclusive).

20.11 Cessation of business

     An Obligor or Principal Subsidiary ceases, or threatens to cease, to carry
     on all or a substantial part of its business, other than as a result of a
     merger, amalgamation, consolidation, reconstruction, transfer or sale
     within the Group.

20.12 Unlawfulness

     It is or becomes unlawful for any Obligor to perform any of its material
     obligations under the Finance Documents.

20.13 Guarantee

     The guarantee of the Company is not effective or is alleged by any Obligor
     to be ineffective for any reason.

20.14 Ownership of the Obligors

     An Obligor (other than the Company) is not or ceases to be a Subsidiary of
     the Company.

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                                       56

20.15 Material adverse change

     Any circumstances arise which are likely to have, in the reasonable opinion
     (formed after consultation with the Company where practicable) of the
     Majority Banks a material and adverse effect on the ability of an Obligor
     to meet its payment obligations or comply with the undertaking in Clause
     19.6 (Financial condition of the Group).

20.16 Acceleration

     On and at any time after the occurrence of an Event of Default the Agent
     may, and shall if so directed by the Majority Banks, by notice to the
     Obligors:

     (a)  cancel the Total Commitments; and/or

     (b)  demand that all or part of the Utilisations, together with accrued
          interest and all other amounts accrued under the Finance Documents be
          immediately due and payable, whereupon they shall become immediately
          due and payable; and/or

     (c)  demand that all or part of the Utilisations be payable on demand,
          whereupon they shall immediately become payable on demand by the Agent
          acting on the instructions of the Majority Banks,

     provided that the Agent shall not proceed to give such notice if, prior to
     that time, the Event of Default has, to the satisfaction of the Agent, been
     waived or remedied.

21.  THE AGENT AND THE MLAS

21.1 Appointment and duties of the Agent

(a)  Each Finance Party (other than the Agent) irrevocably appoints the Agent to
     act as its agent under and in connection with the Finance Documents.

(b)  Each Party appointing the Agent irrevocably authorizes the Agent on its
     behalf to:

     (i)  perform the duties and to exercise the rights, powers and discretions
          that are specifically delegated to it under or in connection with the
          Finance Documents, together with any other incidental rights, powers
          and discretions; and

     (ii) execute each Finance Document expressed to be executed by the Agent on
          that Party's behalf.

(c)  The Agent has only those duties which are expressly specified in this
     Agreement. Those duties are solely of a mechanical and administrative
     nature.

21.2 Role of the MLAs

     Except as specifically provided in this Agreement, the MLAs have no
     obligations of any kind to any other Party under or in connection with any
     Finance Document.

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                                       57

21.3 Relationship

     The relationship between the Agent and the other Finance Parties is that of
     agent and principal only. Nothing in this Agreement constitutes the Agent
     as trustee or fiduciary for any other Party or any other person and the
     Agent need not hold in trust any moneys paid to it for a Party or be liable
     to account for interest on those moneys.

21.4 Majority Banks' instructions

(a)  The Agent will be fully protected if it acts in accordance with the
     instructions of the Majority Banks in connection with the exercise of any
     right, power or discretion or any matter not expressly provided for in the
     Finance Documents. Any such instructions given by the Majority Banks will
     be binding on all the Banks. In the absence of such instructions, the Agent
     may act as it considers to be in the best interests of all the Banks.

(b)  The Agent is not authorized to act on behalf of a Bank (without first
     obtaining that Bank's consent) in any legal or arbitration proceedings
     relating to any Finance Document.

21.5 Delegation

     The Agent may act under the Finance Documents through its personnel and
     agents.

21.6 Responsibility for documentation

     Neither the Agent nor any MLA is responsible to any other Party for:

     (a)  the execution, genuineness, validity, enforceability or sufficiency of
          any Finance Document or any other document;

     (b)  the collectability of amounts payable under any Finance Document; or

     (c)  the accuracy of any statements (whether written or oral) made in or in
          connection with any Finance Document (including the Information
          Memorandum).

21.7 Default

(a)  The Agent is not obliged to monitor or enquire as to whether or not a
     Default has occurred. Except for a Default under Clause 20.2 (Non-payment),
     the Agent will not be deemed to have knowledge of the occurrence of a
     Default. However, if the Agent receives notice from a Party referring to
     this Agreement, describing the Default and stating that the event is a
     Default, it shall promptly notify the Banks.

(b)  The Agent may require the receipt of security satisfactory to it, whether
     by way of payment in advance or otherwise, against any liability or loss
     which it will or may incur in taking any proceedings or action arising out
     of or in connection with any Finance Document before it commences those
     proceedings or takes that action.

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                                       58

21.8 Exoneration

(a)  Without limiting paragraph (b) below, the Agent will not be liable to any
     other Party for any action taken or not taken by it under or in connection
     with any Finance Document, unless directly caused by its gross negligence
     or wilful misconduct.

(b)  No Party may take any proceedings against any officer, employee or agent of
     the Agent in respect of any claim it might have against the Agent or in
     respect of any act or omission of any kind (including gross negligence or
     wilful misconduct) by that officer, employee or agent in relation to any
     Finance Document.

21.9 Reliance

     The Agent may:

     (a)  rely on any notice or document believed by it to be genuine and
          correct and to have been signed by, or with the authority of, the
          proper person;

     (b)  rely on any statement made by a director or employee of any person
          regarding any matters which may reasonably be assumed to be within his
          knowledge or within his power to verify; and

     (c)  engage, pay for and rely on legal or other professional advisers
          selected by it (including those in the Agent's employment and those
          representing a Party other than the Agent).

21.10 Credit approval and appraisal

     Without affecting the responsibility of any Obligor for information
     supplied by it or on its behalf in connection with any Finance Document,
     each Bank confirms that it:

     (a)  has made 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
          Agent or the MLAs in connection with any Finance Document; and

     (b)  will continue to make its own independent appraisal of the
          creditworthiness of each Obligor and its related entities while any
          amount is or may be outstanding under the Finance Documents or any
          Commitment is in force.

21.11 Information

(a)  The Agent shall promptly forward to the person concerned the original or a
     copy of any document which is delivered to the Agent by a Party for that
     person.

(b)  The Agent shall promptly supply a Bank with a copy of each document
     received by the Agent under Clause 4 (Conditions Precedent), upon the
     request and at the expense of that Bank.

(c)  Except where this Agreement specifically provides otherwise, the Agent is
     not obliged to review or check the accuracy or completeness of any document
     it forwards to another Party.

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                                       59

(d)  Except as provided above, the Agent has no duty:

     (i)  either initially or on a continuing basis to provide any Bank with any
          credit or other information concerning the financial condition or
          affairs of any Obligor or of its related entities, whether coming into
          its possession before, on or after the Signing Date; or

     (ii) unless specifically requested to do so by a Bank in accordance with a
          Finance Document, to request any certificates or other documents from
          any Obligor.

21.12 The Agent and the MLAs individually

(a)  If it is also a Bank, each of the Agent and the MLAs have the same rights
     and powers under this Agreement as any other Bank and may exercise those
     rights and powers as though it were not the Agent or the MLAs.

(b)  Each of the Agent and MLAs may:

     (i)  carry on any business with an Obligor or its related entities;

     (ii) act as agent or trustee for, or in relation to any financing
          involving, an Obligor or its related entities; and

     (iii) retain any profits or remuneration in connection with its activities
          under this Agreement or in relation to any of the foregoing.

(c)  In acting as the Agent the agency division of the Agent will be treated as
     a separate entity from its other divisions and departments. Any information
     acquired by the Agent which, in its opinion, is acquired by it otherwise
     than in its capacity as the Agent may be treated as confidential by the
     Agent and will not be deemed to be information possessed by the Agent in
     its capacity as such.

(d)  Each Obligor irrevocably authorizes the Agent to disclose to the other
     Finance Parties any information which, in the opinion of the Agent, is
     received by it in its capacity as the Agent.

(e)  The Agent may deduct from any amount received by it for the Banks, pro rata
     any unpaid fees, costs and expenses of the Agent incurred by it in
     connection with the Finance Documents.

21.13 Indemnities

(a)  Without limiting the liability of any Obligor under the Finance Documents,
     each Bank shall forthwith on demand indemnify the Agent for that Bank's
     proportion of any liability or loss incurred by the Agent in any way
     relating to or arising out of its acting as the Agent save to the extent
     that the liability or loss arises directly from the Agent's gross
     negligence or wilful misconduct.

(b)  A Bank's proportion of the liability or loss set out in paragraph (a) above
     will be the proportion which the Original Euro Amount of its participation
     in the Advances (if any) bear to all the Advances on the date of the
     demand. However, if there are no Advances

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                                       60

     outstanding on the date of demand, then the proportion will be the
     proportion which its Commitment bears to the Total Commitments at the date
     of demand or, if the Total Commitments have then been cancelled, bore to
     the Total Commitments immediately before being cancelled.

21.14 Compliance

(a)  The Agent may refrain from doing anything which might, in its opinion,
     constitute a breach of any law or regulation or be otherwise actionable at
     the suit of any person, and may do anything which, in its opinion, is
     necessary or desirable to comply with any law or regulation of any
     jurisdiction.

(b)  Without limiting paragraph (a) above, the Agent need not disclose any
     information relating to any Obligor or any of its related entities if the
     disclosure might, in the opinion of the Agent constitute a breach of any
     law or regulation or any duty of secrecy or confidentiality or be otherwise
     actionable at the suit of any person.

21.15 Resignation of the Agent

(a)  Notwithstanding its irrevocable appointment, the Agent may resign by giving
     notice to the Banks and the Borrowers' Agent, in which case the Agent may
     forthwith appoint one of its Affiliates as successor Agent or, failing
     that, the Majority Banks may appoint a successor Agent.

(b)  If the appointment of a successor Agent is to be made by the Majority Banks
     but they have not, within 30 days after notice of resignation, appointed a
     successor Agent which accepts the appointment, the retiring Agent may
     appoint a successor Agent.

(c)  The resignation of the retiring Agent and the appointment of any successor
     Agent will both become effective only upon the successor Agent notifying
     all the Parties that it accepts its appointment. On giving the
     notification, the successor Agent will succeed to the position of the Agent
     and the term "Agent" will mean the successor Agent.

(d)  The retiring Agent shall at its own cost, make available to the successor
     Agent, such documents and records and provide such assistance as the
     successor Agent may reasonably request for the purposes of performing its
     functions as the Agent under this Agreement.

(e)  Upon its resignation becoming effective, this Clause 21 shall continue to
     benefit the retiring Agent in respect of any action taken or not taken by
     it under or in connection with the Finance Documents while it was the Agent
     and, subject to paragraph (d) above, it shall have no further obligations
     under any Finance Document.

(f)  The Majority Banks may, by notice to the Agent require it to resign in
     accordance with paragraph (a) above. In this event, the Agent shall resign
     in accordance with paragraph (a) above but it shall not be entitled to
     appoint one of its Affiliates as successor Agent.

21.16 Banks

(a)  The Agent may treat each Bank as a Bank, entitled to payments under this
     Agreement and as acting through its Facility Office(s) until it has
     received not less than five Business Days'

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                                       61

     prior notice from that Bank to the contrary. Each Bank, on the date on
     which it becomes a party to this Agreement, represents to the Agent and the
     Borrowers that it is an Approved Bank.

(b)  The Agent may at any time, and shall if requested to do so by the Majority
     Banks, convene a meeting of the Banks.

21.17 Extraordinary management time and resources

     The Company shall within five Business Days of demand pay the Agent for the
     cost of utilising its management time or other resources in connection
     with:

     (a)  any amendment, waiver, consent or suspension of rights (or any
          proposal for any of the foregoing) requested by or on behalf of an
          Obligor and relating to a Finance Document or a document referred to
          in any Finance Document; or

     (b)  the occurrence of a Default; or

     (c)  the enforcement of, or the preservation of any rights under, any
          Finance Document.

     Any amount payable to the Agent under this Clause 21 will be calculated on
     the basis of such reasonable daily or hourly rates as the Agent may notify
     to the Company, and is in addition to any fee paid or payable to the Agent
     under Clause 22 (Fees).

22.  FEES

22.1 Agent's fee

     The Borrowers' Agent shall pay to the Agent for its own account an agency
     fee in the amount and on the dates agreed in the Fee Letter. The agency fee
     is payable annually in advance.

22.2 Commitment fee

(a)  The Borrowers' Agent shall pay in euros to the Agent for distribution to
     each Bank pro rata to the proportion its Commitment bears to the Total
     Commitments from time to time a commitment fee computed at a rate of 45 per
     cent. per annum of the applicable Margin per annum for the time being
     (calculated in accordance with Clause 10.5 (Calculation of Margin and
     utilisation fee) on the undrawn, uncancelled, reduced amount of that Bank's
     Commitment during the Availability Period.

     For this purpose Utilisations are taken at their Original Euro Amount.

(b)  The commitment fee referred to in (a) above shall be calculated and accrue
     from the Signing Date and shall be payable quarterly in arrears. Accrued
     commitment fee shall also be payable to the Agent for the relevant Bank(s)
     on the cancelled amount of its Commitment at the time the cancellation
     comes into effect.

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                                       62

22.3 Management fee

     The Borrowers' Agent shall pay to the Agent for distribution to the MLAs a
     management fee as stated in the Fee Letter.

22.4 Utilisation fee

(a)  Each Obligor shall pay to the Agent in euros, for distribution to each Bank
     a utilisation fee on the Original Euro Amount of all Utilisations
     outstanding on each day during any quarter in which the utilisation fee is
     payable in accordance with Clause 22.4(b) at the rate per annum specified
     in Clause 10.5 (Margin and utilisation fee) above.

(b)  The utilisation fee is calculated and accrues from the Signing Date and
     shall be payable in respect of each quarter during which the total
     aggregate amount of Utilisations exceeds 50 per cent. of Total Commitments
     quarterly in arrears on the same date that the Commitment Fee referred to
     in Clause 22.2(b) (Commitment fee) above is paid. Accrued utilisation fee
     is also payable to the Agent for the relevant Banks on the Final Maturity
     Date.

22.5 VAT

     Any fee referred to in this Clause 22 is exclusive of any value added tax
     or any other tax which might be chargeable in connection with that fee. If
     any value added tax or other tax is so chargeable, it shall be paid by the
     relevant Obligor at the same time as it pays the relevant fee.

23.  EXPENSES

23.1 Initial and special costs

     The Borrowers' Agent shall within 5 Business Days following demand pay the
     Agent and the MLAs the amount of all costs and expenses (including legal
     fees) incurred by either of them in connection with:

     (a)  the negotiation, preparation, printing, execution and syndication of:

          (i)  this Agreement and any other documents referred to in this
               Agreement; and

          (ii) any other Finance Document (other than a Novation Certificate)
               executed after the Signing Date; and

     (b)  any amendment, waiver, consent or suspension of rights (or any
          proposal for any of the foregoing) requested by or on behalf of an
          Obligor or, in the case of Clause 2.4 (Change of currency), the Agent,
          and relating to a Finance Document or a document referred to in any
          Finance Document.

23.2 Enforcement costs

     The Borrowers' Agent shall within 5 Business Days following demand pay to
     each Finance Party the amount of all costs and expenses (including legal
     fees) incurred by it in connection with the enforcement of, or the
     preservation of any rights under, any Finance Document.

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                                       63

24.  STAMP DUTIES

     The Borrowers' Agent shall pay, and within 5 Business Days of demand
     indemnify each Finance Party against any liability it incurs in respect of,
     any stamp, registration and similar tax which is or becomes payable in
     connection with the entry into, performance or enforcement of any Finance
     Document.

25.  INDEMNITIES

25.1 Currency indemnity

(a)  If a Finance Party receives an amount in respect of an Obligor's liability
     under the Finance Documents or if that liability is converted into a claim,
     proof, judgment or order in a currency other than the currency (the
     "contractual currency") in which the amount is expressed to be payable
     under the relevant Finance Document:

     (i)  that Obligor shall indemnify that Finance Party as an independent
          obligation against any loss or liability arising out of or as a result
          of the conversion;

     (ii) if the amount received by that Finance Party, when converted into the
          contractual currency at a market rate in the usual course of its
          business is less than the amount owed in the contractual currency, the
          Obligor concerned shall forthwith on demand pay to that Finance Party
          an amount in the contractual currency equal to the deficit; and

     (iii) that Obligor shall forthwith on demand pay to the Finance Party
          concerned any exchange costs and taxes payable in connection with any
          such conversion.

(b)  Each Obligor waives any right it may have in any jurisdiction to pay any
     amount under the Finance Documents in a currency other than that in which
     it is expressed to be payable.

25.2 Other indemnities

     The Company shall forthwith on demand (but payment to be made within 5
     Business Days of demand) indemnify each Finance Party against any loss or
     liability which that Finance Party incurs as a consequence of:

     (a)  the occurrence of any Default;

     (b)  a change in currency of a country or the operation of Clause 2.4
          (Change of currency), Clause 20.16 (Acceleration) or Clause 32 (Pro
          Rata Sharing);

     (c)  a failure by an Obligor to pay any sum due under a Finance Document on
          its due date or any principal amount on a date otherwise than on the
          Maturity Date of the Designated Term (as defined in Clause 10.3
          (Default interest)) provided that in the case of a prepayment made in
          accordance with Clause 9.4 (Voluntary prepayment) or Clause 9.5
          (Additional right of prepayment and cancellation) it is agreed that
          the Break Costs shall satisfy in full any claim that would otherwise
          be made in respect of those prepayments under this paragraph (c); or

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     (d)  a Utilisation (or part of a Utilisation) not being prepaid in
          accordance with a notice of prepayment or (other than by reason of
          negligence or default by that Finance Party) a Utilisation not being
          made after a Borrower has delivered a Request for that Utilisation.

     The Obligor's liability in each case includes any loss of Margin or other
     loss or expense on account of funds borrowed, contracted for or utilised to
     fund any amount payable under any Finance Document, any amount repaid or
     prepaid or any Utilisation.

26.  MITIGATION BY THE BANKS

26.1 Mitigation

(a)  Each Finance Party shall, in consultation with the Company, take all
     reasonable steps to mitigate any circumstances which arise and which would
     result in any amount becoming payable under, or cancelled pursuant to, any
     of Clause 13 (Taxes), Clause 15 (Increased Costs) and Clause 16
     (Illegality) including (but not limited to) transferring its rights and
     obligations under the Finance Documents to another Affiliate or Facility
     Office (which steps will include the transfer of its rights, benefits and
     obligations under the Finance Documents to another financial institution
     acceptable to the Company and willing to participate in the Facility).

(b)  Paragraph (a) above does not in any way limit the obligations of any
     Obligor under the Finance Documents.

26.2 Limitation of Liability

(a)  The Company shall indemnify each Finance Party for all costs and expenses
     reasonably incurred by that Finance Party as a result of steps taken by it
     under Clause 26.1 (Mitigation).

(b)  A Finance Party is not obliged to take any steps under Clause 26.1
     (Mitigation) if, in the opinion of that Finance Party (acting reasonably),
     to do so might be prejudicial to it.

27.  EVIDENCE AND CALCULATIONS

27.1 Accounts

     Accounts maintained by a Finance Party in connection with the Finance
     Documents are prima facie evidence of the matters to which they relate.

27.2 Certificates and determinations

     Any certification or determination by a Finance Party of a rate or amount
     under the Finance Documents is, in the absence of manifest error,
     conclusive evidence of the matters to which it relates.

27.3 Calculations

     Interest (including any applicable Mandatory Cost) and the fees payable
     under Clause 22.2 (Commitment fee), Clause 22.4 (Utilisation fee), Clause
     10.6 (LC fee) and Clause 10.7

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                                       65

     (Fronting fee) accrue from day to day and are calculated on the basis of
     the actual number of days elapsed and a year of 360 days or, in the case of
     interest payable on an amount denominated in Sterling or where market
     practice otherwise dictates, 365 days.

28.  AMENDMENTS AND WAIVERS

28.1 Procedure

(a)  Subject to Clause 28.2 (Exceptions), any term of the Finance Documents may
     be amended or waived with the agreement of the Borrowers' Agent and the
     Majority Banks. The Agent may effect, on behalf of any Finance Party, an
     amendment or waiver permitted under this Clause 28.

(b)  The Agent shall promptly notify the other Parties of any amendment or
     waiver effected under paragraph (a) above, and any such amendment or waiver
     shall be binding on all the Parties.

28.2 Exceptions

(a)  An amendment or waiver not agreed by a Bank and which relates to:

     (i)  the definition of "Majority Banks" in Clause 1.1 (Definitions);

     (ii) an extension of the date for, or a decrease in an amount or a change
          in the currency of, any payment to that Bank under the Finance
          Documents (including the Margin and any fee payable under Clause 22.2
          (Commitment fee), Clause 22.4 (Utilisation fee), Clause 10.6 (LC fee)
          and Clause 10.7 (Fronting fee));

     (iii) an increase in that Bank's Commitment;

     (iv) a term of a Finance Document which expressly requires the consent of
          that Bank;

     (v)  Clause 2.3 (Nature of Finance Party's rights and obligations), Clause
          29.2 (Transfers by Banks), Clause 32 (Pro Rata Sharing) or this Clause
          28; or

     (vi) any release of the Company's liabilities under Clause 17 (Guarantee),

     is not binding on that Bank.

(b)  An amendment or waiver which affects the rights and/or obligations of the
     Agent, as the case may be, Issuing Bank, may not be effected without the
     agreement of the Agent, or as the case may be, Issuing Bank.

28.3 Waivers and remedies cumulative

     The rights of each Finance Party under the Finance Documents:

     (a)  may be exercised as often as necessary;

     (b)  are cumulative and not exclusive of its rights under the general law;
          and

     (c)  may be waived only in writing and specifically.

<PAGE>

                                       66

     Delay in exercising or non-exercise of any such right is not a waiver of
     that right.

29.  CHANGES TO THE PARTIES

29.1 Transfers by Obligors

     No Obligor may assign, transfer, novate or dispose of any of, or any
     interest in, its rights and/or obligations under the Finance Documents.

29.2 Transfers by Banks

(a)  A Bank (the "Existing Bank") may, subject to paragraph (c) below, at any
     time assign, transfer or novate any of its Commitment and/or rights and/or
     obligations under this Agreement to an Approved Bank (the "New Bank").

(b)  Any Bank which ceases to be an Approved Bank must notify the Agent of that
     fact and, as soon as reasonably practicable, transfer its Commitment and
     participations under this Agreement, unless the Borrowers and the Majority
     Banks agree otherwise.

(c)  (i)  A transfer of part of a Commitment must be in a minimum amount of at
          least euro 5,000,000;

     (ii) Except where an Event of Default has occurred which is continuing and
          which has been notified as a default to the Borrowers' Agent, the
          prior consent of the Borrowers' Agent is required for any such
          assignment, transfer or novation, unless the New Bank is another Bank
          or an Affiliate of a Bank. However, the prior consent of the
          Borrowers' Agent must not be unreasonably withheld or delayed and will
          be deemed to have been given if, within five days of receipt by the
          Borrowers' Agent of an application for consent, it has not been
          expressly refused;

     (iii) The consent of the Issuing Bank is required for any assignment or
          transfer of any Bank's rights and obligations under the LC Facility,
          such consent not to be unreasonably withheld or delayed; and

     (iv) The assignment, transfer or novation is to an Approved Bank.

(d)  A transfer of obligations will be effective only if either:

     (i)  (A)  the obligations are novated in accordance with Clause 29.3
               (Procedure for novations); or

          (B)  the New Bank confirms to the Agent and the Obligors that it
               undertakes to be bound by the terms of this Agreement as a Bank
               in form and substance satisfactory to the Agent. On the transfer
               becoming effective in this manner the Existing Bank shall be
               relieved of its obligations under this Agreement to the extent
               that they are transferred to the New Bank; and

     (ii) the New Bank represents to the other Banks and to the Borrowers that
          it is an Approved Bank.

<PAGE>

                                       67

(e)  Subject to (f) below, nothing in this Agreement restricts the ability of a
     Bank to sub-contract an obligation if that Bank remains liable under this
     Agreement for that obligation.

(f)  Banks must not transfer or grant any sub-participation to an institution
     which is not an Approved Bank.

(g)  On each occasion an Existing Bank assigns, transfers or novates any of its
     Commitment and/or any of its rights and/or obligations under this
     Agreement, the New Bank shall, on the date the assignment, transfer and/or
     novation takes effect, pay to the Agent for its own account a fee of euro
     1000.

(h)  An Existing Bank is not responsible to a New Bank for:

     (i)  the execution, genuineness, validity, enforceability or sufficiency of
          any Finance Document or any other document;

     (ii) the collectability of amounts payable under any Finance Document; or

     (iii) the accuracy of any statements (whether written or oral) made in or
          in connection with any Finance Document.

(i)  Each New Bank confirms to the Existing Bank and the other Finance Parties
     that it:

     (i)  has made 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 Bank 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 while any
          amount is or may be outstanding under this Agreement or any Commitment
          is in force.

(j)  Nothing in any Finance Document obliges an Existing Bank to:

     (i)  accept a re-transfer from a New Bank of any of the Commitment and/or
          rights and/or obligations assigned, transferred or novated under this
          Clause 29.2; or

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

(k)  Any reference in this Agreement to a Bank includes a New Bank but excludes
     a Bank if no amount is or may be owed to or by it under this Agreement and
     its Commitment has been cancelled or reduced to nil.

(l)  If:

     (i)  a Bank assigns or transfer or novates any of its rights or obligations
          under the Finance Documents; and

<PAGE>

                                       68

     (ii) as a result of circumstances existing at the date of the assignment,
          transfer, novation or change, an Obligor would be obliged to make a
          payment to the New Bank or Bank acting through its new Facility Office
          under Clause 13 (Taxes) or Clause 15 (Increased Costs),

     then the New Bank is only entitled to receive payment under those clauses
     to the same extent as the Existing Bank at the date of such assignment or
     transfer would have been if the assignment, transfer, novation or change
     had not occurred.

29.3 Procedure for novations

(a)  A novation is effected if:

     (i)  the Existing Bank and the New Bank deliver to the Agent a duly
          completed certificate, substantially in the form of Schedule 4 (Form
          of Novation Certificate) (a "Novation Certificate"); and

     (ii) the Agent executes it.

(b)  Each Party (other than the Existing Bank and the New Bank) irrevocably
     authorizes the Agent to execute any duly completed Novation Certificate on
     its behalf.

(c)  To the extent that they are expressed to be the subject of the novation in
     the Novation Certificate:

     (i)  the Existing Bank and the other Parties (the "existing Parties") will
          be released from their obligations to each other (the "discharged
          obligations");

     (ii) the New Bank and the existing Parties will assume obligations towards
          each other which differ from the discharged obligations only insofar
          as they are owed to or assumed by the New Bank instead of the Existing
          Bank;

     (iii) the rights of the Existing Bank against the existing Parties and vice
          versa (the "discharged rights") will be cancelled; and

     (iv) the New Bank and the existing Parties will acquire rights against each
          other which differ from the discharged rights only insofar as they are
          exercisable by or against the New Bank instead of the Existing Bank,

     all on the date of execution of the Novation Certificate by the Agent or,
     if later, the date specified in the Novation Certificate.

29.4 Reference Banks

     If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of
     which it is an Affiliate) ceases to be a Bank, the Agent shall (in
     consultation with the Borrowers' Agent) appoint another Bank or an
     Affiliate of a Bank to replace that Reference Bank.

<PAGE>

                                       69

29.5 Register

     The Agent shall keep a register of all the Parties and shall supply any
     other Party (at that Party's expense) with a copy of the register on
     request.

29.6 New Borrower

(a)  If the Company wishes Adecco CC to become a Borrower, then it may deliver
     to the Agent the relevant documents and evidence listed in Part II of
     Schedule 2 (Adecco CC Conditions Precedent Documents).

(b)  Adecco CC will become a Borrower when the Agent notifies the other Finance
     Parties and the Company that it has received all of the documents and
     evidence referred to in paragraph (a) above in form and substance
     satisfactory to it. The Agent must give this notification as soon as
     reasonably practicable.

(c)  Delivery of an Accession Agreement, executed by Adecco CC and the Company,
     to the Agent constitutes confirmation by Adecco CC and the Company that the
     Repeating Representations with respect to the Company, and the
     representations in Clauses 18.2 to 18.15 and 18.17 to 18.19 with respect to
     Adecco CC, are then correct and such representations will be deemed to be
     made again on the date on which Adecco CC becomes a Borrower under this
     Agreement.

29.7 Resignation of Adecco CC

(a)  The Borrower's Agent may request that Adecco CC ceases to be a Borrower by
     delivering to the Agent a resignation letter in the form set out in
     Schedule 8 (Form of Resignation Letter) (a "Resignation Letter");

(b)  The Agent shall accept a Resignation Letter and notify the Borrowers' Agent
     and the Banks of its acceptance if:

     (i)  no Default is continuing or would result from the acceptance of the
          Resignation Letter (and the Borrowers' Agent has confirmed this is the
          case); and

     (ii) Adecco CC is under no actual or contingent obligations as a Borrower
          under any Finance Documents (and the Borrowers' Agent has confirmed
          that this is the case);

     whereupon Adecco CC shall cease to be a Borrower and shall have no further
     rights or obligations under the Finance Documents.

30.  DISCLOSURE OF INFORMATION

     A Bank may disclose on a confidential basis to any one of its Affiliates or
     any person with whom it is proposing to enter, or has entered into, any
     kind of transfer, participation or other agreement in relation to this
     Agreement:

     (a)  a copy of any Finance Document; and

<PAGE>

                                       70

     (b)  any information which that Bank has acquired under or in connection
          with any Finance Document.

31.  SET-OFF

     A Finance Party may set off any matured obligation owed by an Obligor under
     the Finance Documents (to the extent beneficially owned by that Finance
     Party) against any matured obligation owed by that Finance Party to that
     Obligor, regardless of the place of payment, booking branch or currency of
     either obligation. If the obligations are in different currencies, the
     Finance Party may convert either obligation at a market rate of exchange in
     its usual course of business for the purpose of the set-off. If either
     obligation is unliquidated or unascertained, the Finance Party may set off
     in an amount estimated by it in good faith to be the amount of that
     obligation.

32.  PRO RATA SHARING

32.1 Redistribution

     If any amount owing by an Obligor under the Finance Documents to a Finance
     Party (the "recovering Finance Party") is discharged by payment, set-off or
     any other manner other than through the Agent in accordance with Clause 12
     (Payments) (a "recovery"), then:

     (a)  the recovering Finance Party shall, within three Business Days, notify
          details of the recovery to the Agent;

     (b)  the Agent shall determine whether the recovery is in excess of the
          amount which the recovering Finance Party would have received had the
          recovery been received by the Agent and distributed in accordance with
          Clause 12 (Payments);

     (c)  subject to Clause 32.3 (Exceptions), the recovering Finance Party
          shall, within three Business Days of demand by the Agent, pay to the
          Agent an amount (the "redistribution") equal to the excess;

     (d)  the Agent shall treat the redistribution as if it were a payment by
          the Obligor concerned under Clause 12 (Payments) and shall pay the
          redistribution to the Finance Parties (other than the recovering
          Finance Party) in accordance with Clause 12.7 (Partial payments); and

     (e)  after payment of the full redistribution, the recovering Finance Party
          will be subrogated to the portion of the claims paid under paragraph
          (d) above and that Obligor will owe the recovering Finance Party a
          debt which is equal to the redistribution, immediately payable and of
          the type originally discharged.

32.2 Reversal of redistribution

     If under Clause 32.1 (Redistribution):

     (a)  a recovering Finance Party must subsequently return a recovery, or an
          amount measured by reference to a recovery, to an Obligor; and

<PAGE>

                                       71

     (b)  the recovering Finance Party has paid a redistribution in relation to
          that recovery,

     each Finance Party shall, within three Business Days of demand by the
     recovering Finance Party through the Agent, reimburse the recovering
     Finance Party all or the appropriate portion of the redistribution paid to
     that Finance Party together with interest on the amount to be returned to
     the recovering Finance Party for the period whilst it held the
     re-distribution. Thereupon, the subrogation in Clause 32.1(e)
     (Redistribution) will operate in reverse to the extent of the
     reimbursement.

32.3 Exceptions

(a)  A recovering Finance Party need not pay a redistribution to the extent that
     it would not, after the payment, have a valid claim against the Obligor
     concerned in the amount of the redistribution pursuant to Clause 32.1(e)
     (Redistribution).

(b)  A recovering Finance Party is not obliged to share with any other Finance
     Party any amount which the recovering Finance Party has received or
     recovered as a result of taking legal proceedings, if the other Finance
     Party had an opportunity to participate in those legal proceedings but did
     not do so or did not take separate legal proceedings.

33.  VAT

(a)  All payments made by an Obligor under the Finance Documents are calculated
     without regard to VAT. If any such payment constitutes the whole or any
     part of the consideration for a taxable or deemed taxable supply (whether
     that supply is taxable pursuant to the exercise of an option or otherwise)
     by the Agent or a Bank, the amount of that payment shall be increased by an
     amount equal to the amount of VAT which is chargeable in respect of the
     taxable supply in question.

(b)  No payment or other consideration to be made or furnished by the Agent or a
     Bank, to an Obligor pursuant to or in connection with the Finance Documents
     or any transaction or document contemplated therein may be increased or
     added to by reference to (or as a result of any increase in the rate of)
     any VAT which shall be or may become chargeable in respect of any taxable
     supply.

34.  SEVERABILITY

     If a provision of any Finance Document is or becomes illegal, invalid or
     unenforceable in any jurisdiction, that shall not affect:

     (a)  the legality, validity or enforceability in that jurisdiction of any
          other provision of the Finance Documents; or

     (b)  the legality, validity or enforceability in other jurisdictions of
          that or any other provision of the Finance Documents.

<PAGE>

                                       72

35.  COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts, and
     this has the same effect as if the signatures on the counterparts were on a
     single copy of the Finance Document.

36.  NOTICES

36.1 Giving of notices

     All notices or other communications under or in connection with the Finance
     Documents shall be given in writing and, unless otherwise stated, may be
     made by letter, telex or facsimile. Any such notice will be deemed to be
     given as follows:

     (a)  if by letter, when delivered personally or on actual receipt;

     (b)  if by telex, when despatched, but only if, at the time of
          transmission, the correct answerback appears at the start and at the
          end of the sender's copy of the notice; and

     (c)  if by facsimile, when received in legible form.

     However, a notice given in accordance with the above but received on a
     non-working day or after business hours in the place of receipt will only
     be deemed to be given on the next working day in that place. A copy of any
     notice to an Obligor (other than the Company) is to be sent to the Company
     in accordance with the provisions of this Clause 36.1.

36.2 Addresses for notices

(a)  The address, telex number and facsimile number of each Party (other than
     the Obligor and the Agent) for all notices under or in connection with the
     Finance Documents are:

     (i)  those notified by that Party for this purpose to the Agent on or
          before the date it becomes a Party; or

     (ii) any other notified by that Party for this purpose to the Agent by not
          less than five Business Days' notice.

(b)  The address, telex number and facsimile number of the Obligors are:

     Adecco SA
     c/o Adecco Management and Consulting SA
     Sagereinstrasse 10
     8152 Glattburgg

     Switzerland

     Attn:   Patrick Dobler
     Fax No: 00 41 18 29 8820

<PAGE>

                                       73

     Adecco Reinsurance Company Limited
     c/o Marsh Management Services (Bermuda) Ltd.
     Victoria Hall
     11 Victoria Street
     Hamilton HM11
     Bermuda

     Attn:   Martine Purssell
     Fax No. +1 441 292 1563

     or such other as the relevant Obligor may notify to the Agent, by not less
     than five Business Days' notice.

(c)  The address, telex number and facsimile number of the Agent are:

     The Royal Bank of Scotland plc
     Corporate Banking Operations - Loans Administration
     2.5 Devonshire Square
     London
     EC2M 4BB

     Attention: Kevin Mann
     Fax No:    +44 207 615 7673

     or such other as the Agent may notify to the other Parties by not less than
     five Business Days' notice.

(d)  The address, telex number and facsimile number of the Issuing Bank are:

     Bank of America N.A.
     333 S. Beaudry Avenue
     Los Angeles
     California 90017-1466
     USA

     Attention: Margaret Kwiatek
     Fax No:    +1 213 345 0265

     or such other as the Issuing Bank may notify to the other parties by not
     less than five Business Days' notice.

(e)  All notices from or to an Obligor shall be sent through the Agent.

(f)  The Agent shall, promptly upon request from any Party, give to that Party
     the address, telex number or facsimile number of any other Party applicable
     at the time for the purposes of this Clause 36.

37.  LANGUAGE

(a)  Any notice given under or in connection with any Finance Document shall be
     in English.

<PAGE>

                                       74

(b)  All other documents provided under or in connection with any Finance
     Document shall be:

     (i)  in English; or

     (ii) if not in English, accompanied by a certified English translation and,
          in this case, the English translation shall prevail unless the
          document is a statutory or other official document.

38.  JURISDICTION

38.1 Submission

     For the benefit of each Party, each other Party agrees that the courts of
     England have jurisdiction to settle any disputes in connection with any
     Finance Document and accordingly irrevocably submits to the jurisdiction of
     the English courts.

38.2 Service of process

     Without prejudice to any other mode of service, each Obligor:

     (a)  irrevocably appoints Adecco UK Limited of Adecco House, Elstree Way,
          Borehamwood, Hertfordshire WD6 1HY Attn: The Company Secretary as its
          agent for service of process in relation to any proceedings before the
          English courts in connection with any Finance Document;

     (b)  agrees that failure by a process agent to notify the relevant Obligor
          of the process will not invalidate the proceedings concerned;

     (c)  consents to the service of process relating to any such proceedings by
          prepaid posting of a copy of the process to its address for the time
          being applying under Clause 36.2 (Addresses for notices); and

     (d)  agrees that if the appointment of any person mentioned in paragraph
          (a) above ceases to be effective, the relevant Obligor shall
          immediately appoint a further person in England to accept service of
          process on its behalf in England and, failing such appointment within
          15 days, the Agent is entitled to appoint such a person by notice to
          the Obligors.

38.3 Forum convenience and enforcement abroad

     Each Obligor:

     (a)  waives objection to the English courts on grounds of inconvenient
          forum or otherwise as regards proceedings in connection with a Finance
          Document; and

     (b)  agrees that a judgment or order of an English court in connection with
          a Finance Document is conclusive and binding on it and may be enforced
          against it in the courts of any other jurisdiction.

<PAGE>

                                       75

38.4 Non-exclusivity

     Nothing in this Clause 38 limits the right of a Finance Party to bring
     proceedings against an Obligor in connection with any Finance Document:

     (a)  in any other court of competent jurisdiction; or

     (b)  concurrently in more than one jurisdiction.

39.  WAIVER OF IMMUNITY

     Each Obligor irrevocably and unconditionally:

     (a)  agrees that if a Finance Party brings proceedings against it or its
          assets in relation to a Finance Document, no immunity from those
          proceedings (including, without limitation, suit, attachment prior to
          judgment, other attachment, the obtaining of judgment, execution or
          other enforcement) will be claimed by or on behalf of itself or with
          respect to its assets; and

     (b)  waives any such right of immunity which it or its assets now has or
          may subsequently acquire.

40.  GOVERNING LAW

     This Agreement is governed by English law.

     This Agreement has been entered into on the date stated at the beginning of
     this Agreement.

<PAGE>

                                       76

                                   SCHEDULE 1

                              BANKS AND COMMITMENTS

<TABLE>
<CAPTION>
                                                                          Commitments
Banks                                                                    --------------
-----
<S>                                                                      <C>
Bank of America, N.A.                                                     50,000,000.00
The Royal Bank of Scotland plc                                            50,000,000.00
Societe Generale                                                          50,000,000.00
Bank Brussels Lambert, Brussels, Geneva Branch                            38,000,000.00
Credit Agricole Indosuez                                                  21,111,111.11
Caisse Regionale de Credit Agricole Mutuel de Paris et d'Ile de France    16,888,888.89
Credit Lyonnais                                                           38,000,000.00
Credit Suisse First Boston, London branch                                 38,000,000.00
Deutsche Bank Luxembourg S.A.                                             38,000,000.00
Fortis Bank SA                                                            38,000,000.00
Natexis Banques Populaires                                                38,000,000.00
ABN AMRO N.V., Niederlassung Deutschland                                  18,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A.                                     18,000,000.00
Banca Commerciale Italiana (France) S.A. Gruppo Intesa                    18,000,000.00
Banca Nazionale del Lavoro S.p.A., London branch                          18,000,000.00
BNP Paribas (Suisse) SA                                                   18,000,000.00
CCF                                                                       18,000,000.00
Mellon Bank, N.A.                                                         18,000,000.00
Nordea Bank Sweden AB (publ)                                              18,000,000.00
Goldman Sachs International Bank                                          10,000,000.00
Lyonnaise de Banque                                                       10,000,000.00

                                                                 TOTAL   580,000,000.00
</TABLE>

<PAGE>

                                       77

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

                                     PART I

                     INITIAL CONDITIONS PRECEDENT DOCUMENTS

1.   A copy of the constitutional documents of each Obligor.

2.   A copy of a resolution of the board of directors of each Obligor approving
     the terms of, and the transactions contemplated by, this Agreement.

3.   A specimen of the signature of each person authorised to sign this
     Agreement on behalf of each Obligor and to sign and/or despatch all
     documents and notices to be signed and/or despatched by each Obligor under
     or in connection with this Agreement.

4.   Evidence that the process agents referred to in Clause 38.2 (Service of
     process) has/have accepted its/their appointment(s) under that Clause.

5.   A copy of any other authorisation or other document, opinion or assurance
     which the Agent considers to be necessary in connection with the entry into
     and performance of, and the transactions contemplated by, any Finance
     Document or for the validity and enforceability of any Finance Document.

6.   A certificate of an authorised signatory of the Obligor certifying that
     each copy document delivered under this Part I of Schedule 2 is correct,
     complete and in full force and effect as at a date no earlier than the
     Signing Date.

7.   (a)  A legal opinion of Marcel Schmocker the Company's General Counsel,
          addressed to the Finance Parties;

     (b)  a legal opinion of Allen & Overy, legal advisers in England to the
          MLAs and the Agent, substantially in the form distributed to the Banks
          prior to the Signing Date, addressed to the Finance Parties;

     (c)  a legal opinion of Niederer Kraft & Frey, legal advisers in
          Switzerland to the MLAs and the Agent substantially in the form
          distributed to the Banks prior to the Signing Date, addressed to the
          Finance Parties; and

     (d)  a legal opinion of Appleby, Spurling & Kempe, legal advisors in
          Bermuda to the MLAs and the Agent substantially in the form
          distributed to the Banks prior to the Signing Date, addressed to the
          Finance Parties.

<PAGE>

                                       78

8.   Evidence that the Existing Facility will be prepaid and cancelled in full
     from the proceeds at the first drawing on the first Utilisation Date (save
     for the incorporation of the Existing LCs in accordance with Clause 6.6
     (Existing LCs)).

9.   Evidence that all fees and expenses then due and payable from the
     Borrowers' Agent under the Finance Documents have been or will be paid by
     the first Utilisation Date.

<PAGE>

                                       79

                                   SCHEDULE 2

                                     PART II

                    ADECCO CC CONDITIONS PRECEDENT DOCUMENTS

1.   An Accession Agreement, duly executed by the Company and Adecco CC.

2.   A copy of the constitutional documents of Adecco CC, including a copy of
     the memorandum and articles of association, or by-laws as the case may be,
     and certificate of incorporation.

3.   A copy of a resolution of the board of directors of Adecco CC approving the
     terms of, and the transactions contemplated by, the Accession Agreement.

4.   A specimen of the signature of each person authorised on behalf of Adecco
     CC to execute or witness the execution of any Finance Document or to sign
     or send any document or notice in connection with any Finance Document.

5.   A certificate of an authorised signatory of Adecco CC certifying that each
     copy document specified in this Part II of Schedule 2 is correct, complete
     and in full force and effect as at a date no earlier than the date of the
     Accession Agreement.

6.   A legal opinion of Allen & Overy, London, as to English law, legal advisers
     to the Agent in England, addressed to the Finance Parties.

7.   A legal opinion of Allen & Overy, Belgium, as to Belgian law, legal
     advisers in Belgium, addressed to the Finance Parties.

8.   Evidence that all expenses due and payable from the Company under this
     Agreement in respect of the Accession Agreement have been paid.

9.   A copy of any other authorisation or other document, opinion or assurance
     which the Agent considers to be necessary in connection with the entry into
     and performance of, and the transactions contemplated by, the Accession
     Agreement or for the validity and enforceability of any Finance Document.

10.  Evidence that the process agent referred to in Clause 38.2 (Service of
     process) has accepted its appointment under that Clause with respect to
     Adecco CC.

<PAGE>

                                       80

                                   SCHEDULE 3

                                 FORM OF REQUEST

To:   [THE ROYAL BANK OF SCOTLAND plc as Agent]

From: [BORROWER]

                                                                   Date: [_____]


            ADECCO SA EURO 580,000,000 Credit Agreement dated [DATE]

1.   We wish to utilise the Facility by way of Advances as follows:

     (a)  Utilisation Date:

     (b)  Requested Amount/Currency

     (c)  Term:                                     [_____]

     (d)  Purpose:

     (e)  Payment Instructions:

2.   We wish the Issuing Bank to issue an LC on our behalf with the following
     specifications:

     (a)  Utilisation Date:                                           [_____]

     (b)  Amount:                                                     [_____]

     (c)  Expiry Date:                                                [_____]

     (d)  Name and address of the Beneficiary:                        [_____]

     (e)  Place of delivery of the LC:                                [_____]

3.   We confirm that each condition specified in Clause 4.2 (Further conditions
     precedent) is satisfied on the date of this Request and this Utilisation
     would not cause any borrowing limit binding on us to be exceeded.

<PAGE>

                                       81


By:
   ------------------------------

[BORROWER]
Authorised Signatory

<PAGE>

                                       82

                                   SCHEDULE 4

                          FORM OF NOVATION CERTIFICATE

To:   THE ROYAL BANK OF SCOTLAND plc as Agent

From: [THE EXISTING BANK] and [THE NEW BANK]                       Date: [_____]

            ADECCO SA EURO 580,000,000 Credit Agreement dated [DATE]

We refer to Clause 29.3 (Procedure for novations).

1.   We [_____] (the "Existing Bank") and [_____] (the "New Bank") agree to the
     Existing Bank and the New Bank novating the Existing Bank's Commitment (or
     part) and/or rights and obligations referred to in the Schedule in
     accordance with Clause 29.3 (Procedure for novations).

2.   The specified date for the purposes of Clause 29.3(c) (Procedure for
     novations) is [date of novation].

3.   The Facility Office and address for notices of the New Bank for the
     purposes of Clause 36.2 (Addresses for notices) are set out in the
     Schedule.

4.   Each New Bank warrants that it is an Approved Bank as at the date it
     executed this Certificate.

5.   This Novation Certificate is governed by English law.

                                  THE SCHEDULE

                 Commitment/Rights and obligations to be novated
                            [Insert relevant details]

[Existing Bank]                               [New Bank]


By:                                           By:
   -------------------------------               -------------------------------

Date:                                         Date:

[New Bank]

[Facility Office                              Address for notices]

[AGENT]


By:
   -------------------------------
Date:

<PAGE>

                                       83

                                   SCHEDULE 5

                             MANDATORY COST FORMULAE

1.   The Mandatory Cost is an addition to the interest rate to compensate Banks
     for the cost of compliance with (a) the requirements of the Bank of England
     and/or the Financial Services Authority (or, in either case, any other
     authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Term (or as soon as possible thereafter) the Agent
     shall calculate, as a percentage rate, a rate (the "Additional Cost Rate")
     for each Bank, in accordance with the paragraphs set out below. The
     Mandatory Cost will be calculated by the Agent as a weighted average of the
     Additional Cost Rates (weighted in proportion to the percentage
     participation of each Bank in the relevant Utilisation) and will be
     expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Bank lending from a Facility Office in a
     Participating Member State will be the percentage notified by that Bank to
     the Agent as the cost of complying with the minimum reserve requirements of
     the European Central Bank.

4.   The Additional Cost Rate for any Bank lending from a Facility Office in the
     United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a Sterling Utilisation:

               AB + C(B-D) + E * 0.01
               ---------------------- per cent. per annum
                      100-(A+C)

     (b)  in relation to a Utilisation in any currency other than sterling:

               E * 0.01
               -------- per cent. per annum.
                 300

     Where:

     A    is the percentage of that Lender's Eligible Liabilities (in excess of
          any stated minimum) which the Bank of England requires it to hold on a
          non-interest-bearing deposit account in accordance with its h cash
          ratio requirements.

     B    is LIBOR for that Term.

     C    is the percentage (if any) of Eligible Liabilities which that Bank is
          required from time to time to maintain as interest bearing Special
          Deposits with the Bank of England.

<PAGE>

                                       84

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.

     E    is the rate of charge payable by that Bank to the Financial Services
          Authority pursuant to the Fees Regulations (but, for this purpose,
          ignoring any minimum fee required pursuant to the Fees Regulations)
          and expressed in pounds per (pound)1,000,000 of the Fee Base of that
          Bank.

5.   For the purposes of this Schedule 5:

     (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
          to them from time to time by the Bank of England;

     (b)  "Fees Regulations" means The Financial Services Banking Supervision
          (Fees) Regulations 2001 or such other law or regulation as may be in
          force from time to time in respect of the payment of fees for banking
          supervision; and

     (c)  "Fee Base" has the meaning given to it, and will be calculated in
          accordance with, the Fees Regulations.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as figures and not percentages, e.g. if A = 0.5% and B = 15%, AB
     is calculated as 0.5 x 15. A negative result obtained by subtracting D from
     B shall be taken as zero. The resulting figures shall be rounded to four
     decimal places.

7.   Each Bank shall supply any information required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation, each Bank shall supply the following information in writing on
     or prior to the date on which it becomes a Lender:

     (a)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     (b)  any other information that the Agent may reasonably require for such
          purpose.

     Each Bank shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

8.   The percentages or rates of charge of each Bank for the purpose of A, C and
     E above shall be determined by the Agent based upon the information
     supplied to it pursuant to paragraph 7 above and on the assumption that,
     unless a Bank notifies the Agent to the contrary, each Bank's obligations
     in relation to cash ratio deposits, Special Deposits and the Fees
     Regulations are the same as those of a typical bank from its jurisdiction
     of incorporation with a Facility Office in the same jurisdiction as its
     Facility Office.

9.   The Agent shall have no liability to any person if such determination
     results in an Additional Cost Rate which over or under compensates any Bank
     and shall be entitled to assume that the

<PAGE>

                                       85

     information provided by any Bank pursuant to paragraphs 3 and 7 above is
     true and correct in all respects.

10.  The Agent shall distribute the additional amounts received as a result of
     the Mandatory Cost to the Banks on the basis of the Additional Cost Rate
     for each Bank based on the information provided by each Bank pursuant to
     paragraphs 3 and 7 above.

11.  Any determination by the Agent pursuant to this Schedule 5 in relation to a
     formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Bank shall, in the absence of manifest error, be conclusive and
     binding on all Parties.

12.  The Agent may from time to time, after consultation with the Company and
     the Banks, determine and notify to all Parties any amendments which are
     required to be made to this Schedule 5 in order to comply with any change
     in law, regulation or any requirements from time to time imposed by the
     Bank of England, the Financial Services Authority or the European Central
     Bank (or, in any case, any other authority which replaces all or any of its
     functions) and any such determination shall, in the absence of manifest
     error, be conclusive and binding on all Parties.

<PAGE>

                                       86

                              SCHEDULE 6

                    SCHEDULE OF SECURITY INTERESTS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
No.                                Maximum
            Company           Principal Amount
           Granting           Secured (whether
           Security           utilised  or not)         Type of Secured Assets             Security Holder
----------------------------------------------------------------------------------------------------------------
<S>   <C>                   <C>                    <C>                                <C>
1.    Roevin Technical      Cdn$1,000,000          (i)  All assets except real        Royal Bank of Canada
      People Limited                                    property
      (Canada)

                                                   (ii) General Assignment of Book
                                                        Debts
----------------------------------------------------------------------------------------------------------------
2.    Adecco Colombia       US$80,000              Personal Guarantee of General      Banco de Bogota
                                                   Manager


                            US$80,000              Personal Guarantee of General      Banco de Occidente
                                                   Manager
----------------------------------------------------------------------------------------------------------------
3.    Secad Limited         US$ 400,000,000        First priority security            Adecco Coordination Center
                                                   interest in and to receivables     SA
                                                   of several Adecco US group
                                                   companies sold to Secad Limited
                                                   to secure repayment of funds
                                                   provided by the Security
                                                   Holders to Secad Limited to
                                                   acquire such receivables.
                                                   (limited recourse)
----------------------------------------------------------------------------------------------------------------
4.    Adecco Top Service    BRL 4.000.000          Guaranteed by invoices (accounts   Banco Bradesco SA
      RH S.A.                                      receivable). Agreement dated
                                                   Feb'2003.
----------------------------------------------------------------------------------------------------------------
5.    Adecco Top Service    BRL 850.000            Guaranteed by promissory notes.    Banco Itau SA
      RH S.A.                                      Agreement dated Feb'2003.
----------------------------------------------------------------------------------------------------------------
6.    Roevin Management     80% of discountable    Fixed and Floating charge over     Royal Bank of Scotland
      Services together     book debts up to a     Book Debts                         Commercial Services
      with Stratton Betts   maximum of
                            (pound)9,000,000.
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                       87

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                  Maximum
            Company           Principal Amount
           Granting           Secured (whether
No.        Security           utilised  or not)         Type of Secured Assets             Security Holder
----------------------------------------------------------------------------------------------------------------
<S>   <C>                   <C>                    <C>                                <C>
7.    Roevin Management     (pound)800,000.        Standard Charge over all monies    Royal Bank of Scotland
      Services together                            and property created 21/02/92
      with Stratton Betts
      and Professional &
      Technical Services
----------------------------------------------------------------------------------------------------------------
8.    Adecco Personnel      SGD 230,959            Pledged against Fixed deposits     United Overseas Bank
      Pte Ltd                                                                         Limited
----------------------------------------------------------------------------------------------------------------
9.    Adecco Personnel      SGD 25,085             Pledged against Fixed deposit      DBS Bank Ltd
      Pte Ltd
----------------------------------------------------------------------------------------------------------------
10.   jobpilot AG           (euro) 401.635,84      Guaranty and indemnity dated       IBM UK Financial Services
                                                   15th November 2000 in              Ltd.
                                                   favour of IBM UK

                                                   Financial Services Ltd.
                                                   guaranteeing the obligations of
                                                   Intellicruit Ltd. as lessee
                                                   under a hardware leasing
                                                   agreement dated 15th November
                                                   2000 with IBM IBM UK

                                                   Financial Services Ltd. as
                                                   lessor for hardware leasing of
                                                   Intellicruit Ltd.
----------------------------------------------------------------------------------------------------------------
11.   jobpilot AG           (euro) 50.660,06       Guaranty and Indemnity dated       Torres Ltd.
                                                   November 2001 in favour of
                                                   Torres Ltd. guaranteeing the
                                                   obligations of Intellicruit Ltd.
                                                   as tenant under a rental
                                                   agreement dated November 2001
                                                   with Torres Ltd as Landlord for
                                                   office premises in Richmond UK
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                       88

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                  Maximum
            Company           Principal Amount
           Granting           Secured (whether
No.        Security           utilised  or not)         Type of Secured Assets             Security Holder
----------------------------------------------------------------------------------------------------------------
<S>   <C>                   <C>                    <C>                                <C>
12.   jobpilot AG           (euro) 462.000         Leasing of ATG Software Package    Disko Leasing GmbH
                                                   - cash deposit on a blocked bank
                                                   account to secure leasing
                                                   payments. Periodically amounts
                                                   can be withdrawn with the
                                                   consent of Disko Leasing
----------------------------------------------------------------------------------------------------------------
13.   Adecco Norge AS       NOK 30.000.000.-       Pledge of Receivables              Den Norske Bank
----------------------------------------------------------------------------------------------------------------
14.   Adecco Nederland      (euro) 18.100.000      Pledge of Receivables              ING Bank Nederland
      Beheer B.V.(and
      subsidiaries)
      (together with
      Ajilon Professional
      Staffing BV)
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                       89

                                   SCHEDULE 7

                           FORM OF ACCESSION AGREEMENT

To:   THE ROYAL BANK OF SCOTLAND plc as Agent

From: ADECCO SA AND ADECCO COORDINATION CENTER SA

Date: [___________]

                  ADECCO S.A. - EUR580,000,000 credit agreement
               dated [__________], 2003 (the "Facility Agreement")

We refer to the Facility Agreement. This is an Accession Agreement.

Adecco Coordination Center S.A. of Assesteenweg 65, B-1740 Ternat, Belgium
agrees to become a Borrower and to be bound by the terms of the Facility
Agreement as a Borrower.

This Accession Agreement is governed by English law.

Each of us agrees that the Courts of England have jurisdiction to settle any
disputes in connection with this Accession Agreement and, accordingly,
irrecovably submits to the jurisdiction of the English Court.

ADECCO S.A.


By:


ADECCO COORDINATION CENTER S.A.


By:

<PAGE>

                                       90

                                   SCHEDULE 8

                           FORM OF RESIGNATION LETTER

To:   THE ROYAL BANK OF SCOTLAND plc as Agent

From: ADECCO SA AND ADECCO COORDINATION CENTER SA

Dated:

Dear Sirs

                 Adecco S.A. - US$ 580,000,000 credit agreement
                  dated [_________] (the "Facility Agreement")

1.   Pursuant to Clause 29.7 (Resignation of Adecco CC), we request that Adecco
     CC be released from its obligations as a Borrower under the Facility
     Agreement.

2.   We confirm that:

     (a)  no Default is continuing or would result from the acceptance of this
          request; and

     (b)  Adecco CC is under no actual or contingent obligations as a Borrower
          under any Finance Documents.

3.   This letter is governed by English law.

     Adecco S.A.                        Adecco Coordination Center SA


     By:                                By:
        ---------------------------        --------------------------

<PAGE>

                                       91

                                   SIGNATORIES

Guarantor

ADECCO SA


By: JEROME CAILLE              FELIX WEBER


Borrowers


ADECCO SA


By: JEROME CAILLE              FELIX WEBER


ADECCO REINSURANCE COMPANY LIMITED


By: JEROME CAILLE              FELIX WEBER


Mandated Lead Arrangers


BANC OF AMERICA SECURITIES LIMITED


By: CHARLES R. BINGHAM


SG INVESTMENT BANKING


By: MATHILDE CLAUDON


THE ROYAL BANK OF SCOTLAND plc


By: SANFORD L. WAX

<PAGE>

                                       92

Banks:

ABN AMRO N.V., Niederlassung Deutschland


By: SANFORD L. WAX    (by Power of Attorney)


BANCO BILBAO VIZCAYA ARGENTARIA, S.A.


By: JOSE MARIA SAGARDOY        CAROLINA SANCHEZ-TABERNERO


BANCA COMMERCIALE ITALIANA (FRANCE) S.A. GRUPPO INTESA


By: SANFORD L. WAX    (by Power of Attorney)


BANCA NAZIONALE DEL LAVORO S.P.A., LONDON BRANCH


By: SANFORD L. WAX    (by Power of Attorney)


BANK BRUSSELS LAMBERT, BRUSSELS, GENEVA BRANCH


By: SANFORD L. WAX    (by Power of Attorney)


BANK OF AMERICA N.A.


By: CHARLES R. BINGHAM


BNP PARIBAS (SUISSE) SA


By: SANFORD L. WAX    (by Power of Attorney)


CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET D'ILE DE FRANCE


By: SANFORD L. WAX    (by Power of Attorney)


CCF


By: SANFORD L. WAX    (by Power of Attorney)

<PAGE>

                                       93

CREDIT AGRICOLE INDOSUEZ


By: CHARLES R. BINGHAM         (by Power of Attorney)


CREDIT LYONNAIS


By: CHARLES R. BINGHAM         (by Power of Attorney)


CREDIT SUISSE FIRST BOSTON, LONDON BRANCH


By: CHARLES R. BINGHAM         (by Power of Attorney)


DEUTSCHE BANK LUXEMBOURG S.A.


By: CHARLES R. BINGHAM         (by Power of Attorney)


FORTIS BANK SA


By: CHARLES R. BINGHAM         (by Power of Attorney)


GOLDMAN SACHS INTERNATIONAL BANK


By: LUKE GILLAM


LYONNAISE DE BANQUE


By: CHARLES R. BINGHAM         (by Power of Attorney)


MELLON BANK, N.A.


By: CHARLES R. BINGHAM         (by Power of Attorney)


NATEXIS BANQUES POPULAIRES


By: CHARLES R. BINGHAM         (by Power of Attorney)


NORDEA BANK SWEDEN AB (PUBL)


By: CHARLES R. BINGHAM         (by Power of Attorney)

<PAGE>

                                       94

THE ROYAL BANK OF SCOTLAND plc


By: SANFORD L. WAX


SOCIETE GENERALE


By: MATHILDE CLAUDON


Agent

THE ROYAL BANK OF SCOTLAND plc


By: SANFORD L. WAX


Issuing Bank

BANK OF AMERICA N.A.


By: CHARLES R. BINGHAM

<PAGE>

                                                                  CONFORMED COPY

                               FACILITY AGREEMENT

                             DATED 28TH MARCH, 2003

                                EURO 580,000,000

                            REVOLVING CREDIT FACILITY

                                       for

                                    ADECCO SA

                                   arranged by

                       BANC OF AMERICA SECURITIES LIMITED
                         THE ROYAL BANK OF SCOTLAND plc

                                       and

                              SG INVESTMENT BANKING

                           as Mandated Lead Arrangers

                         THE ROYAL BANK OF SCOTLAND plc

                                    as Agent

                                  Allen & Overy
                                     London
                                    newchange
                                  BK:1037576.5

<PAGE>

                                      INDEX

Clause                                                                      Page
                                                                            ----

1.    Interpretation..........................................................1
2.    The Facility...........................................................18
3.    Purpose................................................................19
4.    Conditions Precedent...................................................19
5.    Advances...............................................................20
6.    Letters of Credit......................................................22
7.    Indemnity in Relation to LCs...........................................23
8.    Repayment..............................................................28
9.    Prepayment and Cancellation............................................28
10.   Interest...............................................................31
11.   Optional Currencies....................................................33
12.   Payments...............................................................34
13.   Taxes..................................................................36
14.   Market Disruption......................................................38
15.   Increased Costs........................................................39
16.   Illegality.............................................................40
17.   Guarantee..............................................................41
18.   Representations and Warranties.........................................43
19.   Undertakings...........................................................47
20.   Default................................................................52
21.   The Agent and the MLAs.................................................56
22.   Fees...................................................................61
23.   Expenses...............................................................62
24.   Stamp Duties...........................................................63
25.   Indemnities............................................................63
26.   Mitigation by the Banks................................................64
27.   Evidence and Calculations..............................................64
28.   Amendments and Waivers.................................................65
29.   Changes to the Parties.................................................66
30.   Disclosure of Information..............................................69
31.   Set-off................................................................70
32.   Pro Rata Sharing.......................................................70
33.   VAT....................................................................71
34.   Severability...........................................................71
35.   Counterparts...........................................................72
36.   Notices................................................................72
37.   Language...............................................................73
38.   Jurisdiction...........................................................74
39.   Waiver of Immunity.....................................................75
40.   Governing Law..........................................................75

<PAGE>

Schedules

1.    Banks and Commitments..................................................76
2.    Conditions Precedent Documents.........................................77
Part I - Initial Conditions Precedent Documents..............................77
Part II - Adecco CC Conditions Precedent Documents...........................79
3.    Form of Request........................................................80
4.    Form of Novation Certificate...........................................82
5.    Mandatory Cost Formulae................................................83
6.    Schedule of Security Interests.........................................86
7.    Form of Accession Agreement............................................89
8.    Form of Resignation Letter.............................................90

Signatories..................................................................91