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                                U.S. $200,000,000

                                CREDIT AGREEMENT
                            Dated as of June 30, 1999

                              YOUNG & RUBICAM INC.
                                   as Borrower

                             THE BANKS NAMED HEREIN
                                    as Banks
                                 CITIBANK, N.A.
                 as Administrative Agent and Documentation Agent

                            SALOMON SMITH BARNEY INC.
                          as Arranger and Book Manager




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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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       Section                                                                                               Page
       -------                                                                                               ----

                                                        ARTICLE I

                                            DEFINITIONS AND ACCOUNTING TERMS

<S>                <C>                                                                                          <C>
    SECTION 1.01.  CERTAIN DEFINED TERMS..........................................................................1
    SECTION 1.02.  COMPUTATION OF TIME PERIODS...................................................................16
    SECTION 1.03.  ACCOUNTING TERMS..............................................................................16
    SECTION 1.04.  TYPES OF ADVANCES.............................................................................16

                                                       ARTICLE II

                                            AMOUNTS AND TERMS OF THE ADVANCES

    SECTION 2.01.  THE ADVANCES..................................................................................17
    SECTION 2.02.  FEES..........................................................................................19
    SECTION 2.03.  CHANGES IN COMMITMENTS........................................................................20
    SECTION 2.04.  REPAYMENT OF ADVANCES.........................................................................22
    SECTION 2.05.  INTEREST......................................................................................22
    SECTION 2.06.  ADDITIONAL INTEREST ON LIBO RATE ADVANCES.....................................................23
    SECTION 2.07.  INTEREST RATE DETERMINATIONS; CHANGES IN PRICING LEVELS.......................................23
    SECTION 2.08.  CONVERSION AND CONTINUATION OF ADVANCES.......................................................24
    SECTION 2.09.  PREPAYMENTS OF ADVANCES.......................................................................25
    SECTION 2.10.  INCREASED COSTS...............................................................................26
    SECTION 2.11.  ILLEGALITY....................................................................................27
    SECTION 2.12.  PAYMENTS AND COMPUTATIONS.....................................................................27
    SECTION 2.13.  TAXES.........................................................................................29
    SECTION 2.14.  PRO RATA TREATMENT............................................................................31
    SECTION 2.15.  SHARING OF PAYMENTS, ETC......................................................................31

                                                       ARTICLE III

                                                  CONDITIONS OF LENDING

    SECTION 3.01.  CONDITIONS PRECEDENT TO INITIAL BORROWING BY THE BORROWER.....................................33
    SECTION 3.02.  CONDITIONS PRECEDENT TO EACH BORROWING........................................................34

                                                       ARTICLE IV

                                             REPRESENTATIONS AND WARRANTIES

    SECTION 4.01.  REPRESENTATIONS AND WARRANTIES................................................................34

                                                        ARTICLE V

                                                COVENANTS OF THE BORROWER

    SECTION 5.01.  AFFIRMATIVE COVENANTS.........................................................................40
    SECTION 5.02.  NEGATIVE COVENANTS............................................................................44
    SECTION 5.03   FINANCIAL COVENANTS...........................................................................49

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       Section                                                                                               Page
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                                                       ARTICLE VI

                                                    EVENTS OF DEFAULT

<S>                <C>                                                                                          <C>
    SECTION 6.01.  EVENTS OF DEFAULT.............................................................................49

                                                       ARTICLE VII

                                                THE ADMINISTRATIVE AGENT

    SECTION 7.01.  AUTHORIZATION AND ACTION......................................................................52
    SECTION 7.02.  ADMINISTRATIVE AGENT'S RELIANCE, ETC..........................................................52
    SECTION 7.03.  CITIBANK AND AFFILIATES.......................................................................53
    SECTION 7.04.  BANK CREDIT DECISION..........................................................................53
    SECTION 7.05.  INDEMNIFICATION...............................................................................53
    SECTION 7.06.  SUCCESSOR ADMINISTRATIVE AGENT................................................................54

                                                      ARTICLE VIII

                                                      MISCELLANEOUS

    SECTION 8.01.  AMENDMENTS, ETC...............................................................................54
    SECTION 8.02.  NOTICES, ETC..................................................................................55
    SECTION 8.03.  NO WAIVER; REMEDIES...........................................................................55
    SECTION 8.04.  COSTS, EXPENSES AND INDEMNIFICATION...........................................................55
    SECTION 8.05.  RIGHT OF SET-OFF..............................................................................57
    SECTION 8.06.  BINDING EFFECT................................................................................57
    SECTION 8.07.  ASSIGNMENTS AND PARTICIPATIONS................................................................58
    SECTION 8.08.  GOVERNING LAW.................................................................................60
    SECTION 8.09.  SEVERABILITY..................................................................................60
    SECTION 8.10.  EXECUTION IN COUNTERPARTS.....................................................................61
    SECTION 8.11.  SURVIVAL......................................................................................61
    SECTION 8.12.  WAIVER OF JURY TRIAL..........................................................................61
    SECTION 8.13.  CONFIDENTIALITY...............................................................................61

                                                      SCHEDULES

Schedule I........-        ERISA Matters
Schedule II.......-        Existing Liens

                                                       EXHIBITS

Exhibit A         -        Form of Note
Exhibit B         -        Form of Notice of Borrowing
Exhibit C         -        Form of Opinion of General Counsel to the Borrower
Exhibit D         -        Form of Opinion of Special New York Counsel to the Administrative Agent
Exhibit E         -        Form of Assignment and Acceptance

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<PAGE>

                  CREDIT  AGREEMENT  dated as of June 30,  1999,  among  YOUNG &
RUBICAM INC., a Delaware  corporation (the "Borrower"),  the banks (the "Banks")
listed on the  signature  pages  hereof,  and  CITIBANK,  N.A.  ("Citibank")  as
administrative  agent (in such  capacity,  the  "Administrative  Agent") for the
Banks hereunder.

                  The Borrower has requested  that the Banks make loans to it in
an aggregate  principal  amount up to but not exceeding  $200,000,000 at any one
time outstanding in Dollars for general corporate purposes, including the making
of  acquisitions,  and the Banks are  prepared to make such loans upon the terms
and conditions hereof. Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

                  "Acquisition" means any transaction,  or any series of related
         transactions,  consummated  after the date of this Agreement,  by which
         the  Borrower  and/or any of its  Subsidiaries  (a)  acquires any going
         business  or all or  substantially  all of the  Property  of any  firm,
         corporation  or  division  thereof,  whether  through  the  purchase of
         assets,  merger or otherwise,  (b) directly or indirectly  acquires (in
         one  transaction  or as the most  recent  transaction  in a  series  of
         transactions)  control  of at least a  majority  of  Voting  Shares  of
         another Person or (c) directly or indirectly  acquires control of a 50%
         or more ownership  interest in any partnership,  joint venture or other
         entity, or of any general  partnership (or equivalent)  interest in any
         such entity.

                  "Additional  Commitment  Bank" has the  meaning  specified  in
         Section 2.16(b).

                  "Administrative  Agent's Account" means the account maintained
         by the  Administrative  Agent at Citibank  with its office at Two Penns
         Way, Suite 200, Delaware 19720, ABA # 021-00-0089,  Account # 36852248,
         Attention NAIB Agency Medium Term Finance Re: Young & Rubicam Inc.

                  "Advance"  means an advance by a Bank to the  Borrower as part
         of a Borrowing.

                  "Affiliate"  means,  as to any Person,  any other Person that,
         directly or indirectly,  controls,  is controlled by or is under common
         control with such Person.  For  purposes of this  definition,  the term
         "control"  (including  the  terms  "controlling",  "controlled  by" and
         "under common control with") of a Person means the  possession,  direct
         or indirect,  of the

                                   Schedule I
<PAGE>


         power to vote 10% or more of the  Voting  Shares  of such  Person or to
         direct or cause the  direction of the  management  and policies of such
         Person,  whether  through  the  ownership  of such  Voting  Shares,  by
         contract or otherwise.

                  "Applicable  Facility  Fee Rate" for any Pricing  Level Period
         means the rate set forth below  opposite the  reference to such Pricing
         Level Period:

                                                            Applicable
             Pricing Level                                    Facility
                Period                                    Fee Rate (% p.a.)
                ------                                    -----------------
        Pricing Level 1 Period                                 0.100%
        Pricing Level 2 Period                                 0.125%
        Pricing Level 3 Period                                 0.175%

         Each  change  in the  Applicable  Facility  Fee Rate  resulting  from a
         Pricing Level Change shall be effective on the  effective  date of such
         Pricing Level Change.  The Applicable  Facility Fee Rate at the Closing
         Date and until the first Pricing Level Change will be 0.100% per annum.

                  "Applicable  Lending Office" means, with respect to each Bank,
         for each Type of Advance,  the Domestic Lending Office of such Bank (or
         of an  Affiliate  of such Bank) in the case of a Base Rate  Advance and
         the LIBO Lending  Office of such Bank (or of an Affiliate of such Bank)
         in the case of a LIBO Rate Advance.

                  "Applicable  Margin" in respect of any Advance for any Pricing
         Level  Period  means the rate for the  respective  Type of Advance  set
         forth below opposite the reference to such Pricing Level Period:

                                       Base Rate                    LIBO
            Pricing Level              Advances                Rate Advances
               Period                  (% p.a.)                   (% p.a.)
               ------                  --------                   --------
       Pricing Level 1 Period           0.0000%                     0.525%
       Pricing Level 2 Period           0.0000%                     0.575%
       Pricing Level 3 Period           0.0000%                     0.700%

         Each change in the  Applicable  Margin  resulting  from a Pricing Level
         Change shall take effect on the  effective  date of such Pricing  Level
         Change.  The Applicable  Margin at the Closing Date and until the first
         Pricing  Level  Change  will be (a)  0.0000%  per  annum  for Base Rate
         Advances and (b) 0.525% per annum for LIBO Rate Advances.

                                Credit Agreement

                                       2
<PAGE>

                  "Applicable Utilization Fee Rate" for any Pricing Level Period
         means the rate set forth below  opposite the  reference to such Pricing
         Level Period:

                                                      Applicable
                  Pricing Level                       Utilization
                     Period                        Fee Rate (% p.a.)
             Pricing Level 1 Period                     0.075%
             Pricing Level 2 Period                     0.100%
             Pricing Level 3 Period                     0.125%

                  Each change in the Applicable Utilization Fee Rate resulting
         from a Pricing Level Change shall be effective on the effective date of
         such Pricing Level Change. The Applicable Utilization Fee Rate at the
         Closing Date and until the first Pricing Level Change will be 0.075%
         per annum.

                  "Assignment and Acceptance" means an assignment and acceptance
         entered  into  by  a  Bank  and  an  assignee,   and  accepted  by  the
         Administrative Agent, in substantially the form of Exhibit E.

                  "Banks" means the Banks listed on the signature  pages hereof,
         and each Person that shall  become a party  hereto  pursuant to Section
         2.03(a) or Section  8.07(a),  (b) and (c) and, for purposes of Sections
         2.01, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.11, 2.12, 2.13, 2.14,
         2.15 and  Article IX and any  related  definitions  used in any of such
         Sections or Article IX;  provided  that,  anything in this Agreement to
         the contrary notwithstanding, no such Affiliate shall have a Commitment
         hereunder.

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

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

                  (b)      0.50% per annum above the Federal Funds Rate; and

                  (c)      the sum  (adjusted to the nearest 1/16 of one percent
                           or, if there is no nearest  1/16 of one  percent,  to
                           the next higher 1/16 of one percent) of (i) 0.50% per
                           annum plus (ii) the rate obtained by dividing (x) the
                           latest  three-week moving average of secondary market
                           morning  offering  rates  in the  United  States  for
                           three-month  certificates  of deposit of major United
                           States money center  banks,  such  three-week  moving
                           average (adjusted to the basis of a year of 365 days)
                           being  determined  weekly on each Monday (or, if such
                           day is not a  Business  Day,  on the next  succeeding
                           Business

                                Credit Agreement

                                       3
<PAGE>


                           Day) for the three-week period ending on the previous
                           Friday  by  Citibank  on  the  basis  of  such  rates
                           reported  by  certificate  of deposit  dealers to and
                           published by the Federal Reserve Bank of New York or,
                           if such publication shall be suspended or terminated,
                           on the basis of quotations for such rates received by
                           Citibank from three New York  certificate  of deposit
                           dealers of recognized  standing  selected by Citibank
                           by (y) a  percentage  equal to 100% minus the average
                           of  the  daily  percentages   specified  during  such
                           three-week  period by the Board of  Governors  of the
                           Federal   Reserve   System  (or  any  successor)  for
                           determining   the   maximum    reserve    requirement
                           (including,   but  not  limited  to,  any  emergency,
                           supplemental or other marginal  reserve  requirement)
                           for Citibank with respect to  liabilities  consisting
                           of or including (among other liabilities) three-month
                           Dollar  non-personal  time  deposits  in  the  United
                           States plus (iii) the average during such  three-week
                           period of the annual  assessment ---- rates estimated
                           by Citibank for  determining  the then current annual
                           assessment  rate  payable by  Citibank to the Federal
                           Deposit Insurance  Corporation (or any successor) for
                           insuring  Dollar  deposits  of Citibank in the United
                           States.

         Each change in any  interest  rate  provided  for herein based upon the
         Base Rate resulting from a change in the Base Rate shall take effect at
         the time of such change in the Base Rate.

                  "Base Rate Advance" means, at any time, an Advance which bears
         interest at the Base Rate.

                  "Borrowing"  means (a) a borrowing  consisting of simultaneous
         Advances of the same Type having the same Interest Period and (b) other
         than for purposes of Section 3.02, (i) the  simultaneous  Conversion of
         Advances of one Type to Advances of the other Type (having, in the case
         of Conversions  into LIBO Rate Advances,  the same Interest Period) and
         (ii) the simultaneous  Continuation of Advances of one Type as Advances
         of the same Type and having the same Interest Period.

                  "Business  Day" means a day of the year (a) on which banks are
         not required or  authorized  to close in New York,  New York and (b) if
         the applicable  Business Day relates to any LIBO Rate Advance, on which
         dealings  in Dollar  deposits  are  carried on in the London  interbank
         market.

                  "Capital  Lease  Obligations"  means,  as to any  Person,  the
         obligations  of such Person to pay rent or other  amounts under a lease
         of (or other agreement conveying the right to use) real and/or personal
         Property which  obligations are required to be classified and accounted
         for as a capital  lease on a balance  sheet of such  Person  under GAAP
         and, for  purposes of this  Agreement,  the amount of such  obligations
         shall be the capitalized amount thereof,  determined in accordance with
         GAAP.

                                Credit Agreement

                                       4
<PAGE>


                  "Cash Equivalents" means (a) securities with maturities of one
         year or less  from  the date of  acquisition  thereof  issued  or fully
         guaranteed  or insured by the United  States  Government  or any agency
         thereof,  (b) certificates of deposit and Eurodollar time deposits with
         maturities of one year or less from the date of acquisition thereof and
         overnight  bank deposits of any Bank or of any  commercial  bank having
         capital  and  surplus  in  excess  of   $500,000,000,   (c)  repurchase
         obligations  of any  Bank  or of any  commercial  bank  satisfying  the
         requirements  of clause  (b) of this  definition,  having a term of not
         more than 30 days with respect to securities issued or fully guaranteed
         or insured by the United States  Government,  (d) commercial paper of a
         domestic  issuer rated at least A-2 by Standard and Poor's Rating Group
         ("S&P") or P-2 by Moody's  Investors  Service,  Inc.  ("Moody's"),  (e)
         securities  with  maturities  of one  year or  less  from  the  date of
         acquisition   thereof   issued  or  fully   guaranteed  by  any  state,
         commonwealth  or  territory  of the  United  States,  by any  political
         subdivision  or taxing  authority  of any such state,  commonwealth  or
         territory or by any foreign government,  the securities of which state,
         commonwealth,  territory,  political  subdivision,  taxing authority or
         foreign  government (as the case may be) are rated at least A by S&P or
         A by Moody's,  (f) securities  with maturities of one year or less from
         the date of  acquisition  thereof  backed by standby  letters of credit
         issued by any Bank or any commercial bank  satisfying the  requirements
         of clause (b) of this  definition  or (g) shares of money market mutual
         or similar  funds which invest  exclusively  in assets  satisfying  the
         requirements of clauses (a) through (f) of this definition.

                  "Change in Control" means:

                  (i) any  "person"  or  "group"  (as  such  terms  are  used in
         Sections 13(d)(3) and 14(d)(2) of the Securities  Exchange Act of 1934,
         as amended),  other than (a) the HFCP Investors and their  "affiliates"
         (as such term is defined in Rule 12b-2  under the  Securities  Exchange
         Act of 1934,  as amended)  or (b) the  Management  Voting  Trust or the
         Management  Investors become the "beneficial owner" (as defined in Rule
         13d-3 of the Securities Exchange Act of 1934, as amended),  directly or
         indirectly,  of Voting  Shares  of the  Borrower  (or other  securities
         convertible into such Voting Shares)  representing not less than 30% of
         the combined voting power of all Voting Shares of the Borrower; or

                  (ii)  individuals  who as of the date hereof are  directors of
         the  Borrower  (together  with any new director  whose  election by the
         board of directors or whose nomination for election by the stockholders
         of the  Borrower  was  approved by a vote of at least a majority of the
         directors  then in office  who  either  were  directors  as of the date
         hereof or whose  election or nomination  for election was previously so
         approved)  shall cease for any reason (other than solely as a result of
         (a) death or disability or (b) voluntary  retirement of any  individual
         in the  ordinary  course  and not for  reasons  related to an actual or
         proposed change in control of the Borrower) to constitute a majority of
         the board of directors of the Borrower; or

                                Credit Agreement

                                       5
<PAGE>

                  (iii) any  Person  or two or more  Persons  acting in  concert
         (excluding (a) the HFCP Investors and their  "affiliates" (as such term
         is defined in Rule 12b-2 under the Securities  Exchange Act of 1934, as
         amended))  or  (b)  the  Management  Voting  Trust  or  the  Management
         Investors  shall  have  acquired  the power to  exercise,  directly  or
         indirectly, effective control for any purpose over Voting Shares of the
         Borrower  (or  other  securities   convertible  into  such  securities)
         representing  not less  than 30% of the  combined  voting  power of all
         Voting Shares of the Borrower.

                  "Closing  Date"  means  the date on which  the  Administrative
         Agent notifies the Borrower that the conditions  precedent set forth in
         Section 3.01 shall have been satisfied or waived.

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
         from time to time.

                  "Commitment" has the meaning specified in Section 2.01(a)(i).

                  "Commitment Termination Date" means June 29, 2000 (as the same
         may be extended  from time to time as provided in Section 2.16 hereof),
         provided,  that if such date is not a Business Day, then the Commitment
         Termination Date shall be the immediately preceding Business Day.

                  "Commonly  Controlled Entity" means an entity,  whether or not
         incorporated,  which is under common  control with the Borrower  within
         the  meaning  of  Section  4001 of  ERISA  or is part of a group  which
         includes the Borrower and which is treated as a single  employer  under
         Section 414 of the Code.

                  "Consent Date" has the meaning specified in Section 2.16(a).

                  "Consolidated"  means,  when used in connection  with any term
         (which is not otherwise defined herein), such term as it applies to the
         Borrower and its  Subsidiaries  on a  consolidated  basis in accordance
         with GAAP, after eliminating all intercompany items.

                  "Consolidated   Debt"  means,   at  any  time,  the  aggregate
         outstanding  principal  amount  of all  Debt  of the  Borrower  and its
         Subsidiaries,  determined on a  consolidated  basis in accordance  with
         GAAP.

                  "Consolidated  EBITDA" means, for any period, the amount equal
         to  Consolidated  Net Income for such  period  excluding  non-operating
         gains  or  losses,  plus,  in  each  case  to the  extent  deducted  in
         determining  Consolidated  Net Income for such period,  the sum for the
         Borrower and its  Subsidiaries,  determined on a consolidated  basis in
         accordance  with GAAP,  of the  following:  (a)  Consolidated  Interest
         Expense for such period,  (b)  Consolidated  provision for income taxes
         for such period, (c) Consolidated depreciation and amortization expense
         for such period, (d) any amounts in respect of the minority interest of
         any other Person in the Borrower and its  Subsidiaries for such period,
         (e) the  amount of all  dividends  received  during  such  period  from
         Persons which are  partially-

                                Credit Agreement

                                       6
<PAGE>

         owned by the Borrower,  but which are not Wholly-Owned  Subsidiaries of
         the  Borrower  and  which are not  Consolidated  for such  period,  (f)
         expenses  incurred or reserves taken during such period associated with
         (i) the sale of the New York Real Property, including the relocation or
         consolidation  of  individuals  and  offices  located  in New York City
         (whether or not  occupying  the New York Real  Property) in  connection
         with,  or in  anticipation  of, such sale,  or (ii) the  relocation  or
         consolidation  of  individuals  and  offices  located in New York City,
         currently  occupying more than 300,000  square feet,  including in each
         case all expenses of  renovating  office  space,  and (g) equity losses
         from any other  Person  which is  partially-owned  by the  Borrower but
         which is not a Wholly-Owned Subsidiary of the Borrower and which is not
         Consolidated  for such period,  minus, in each case to the extent added
         in determining such  Consolidated  Net Income for such period,  (x) any
         amounts in respect of the minority  interest of any other Person in the
         Borrower and its  Subsidiaries  for such period,  (y) the amount of all
         dividends paid during such period by Persons which are not Wholly-Owned
         Subsidiaries  of the  Borrower,  but which the  Borrower  reports  on a
         consolidated  basis in accordance  with GAAP, and (z) equity gains from
         any other Person which is  partially-owned by the Borrower but which is
         not a  Wholly-Owned  Subsidiary  of  the  Borrower  and  which  is  not
         Consolidated for such period.

                  "Consolidated Interest Expense" means, for any period, for the
         Borrower and its Consolidated  Subsidiaries,  the sum,  determined on a
         consolidated basis in accordance with GAAP and without duplication,  of
         the  aggregate  amount of interest  accruing  during such period by the
         Borrower  and its  Consolidated  Subsidiaries,  including  the interest
         portion of payments under Capital Lease Obligations and any capitalized
         interest and  amortization of debt discount and expense,  but excluding
         interest  paid in kind and  amortization  or write-off of debt issuance
         costs  in  connection  with  the  termination  of the  Existing  Credit
         Agreement.

                  "Consolidated  Net  Income"  means,  for any  period,  the net
         income of the Borrower and its Consolidated  Subsidiaries determined on
         a consolidated basis in accordance with GAAP for such period.

                  "Consolidated  Subsidiary"  means, at any date, any Subsidiary
         of the Borrower the  accounts of which are  consolidated  with those of
         the  Borrower  in its  consolidated  financial  statements  prepared in
         accordance with GAAP.

                  "Continue",  "Continuation"  and "Continued"  each refers to a
         continuation  of  Advances  of one Type as  Advances  of the same  Type
         pursuant to Section 2.08(b).

                  "Contractual   Obligation"   means,  as  to  any  Person,  any
         provision  of any security  issued by such Person or of any  agreement,
         instrument or other  undertaking  to which such Person is a party or by
         which it or any of its Property is bound.

                                Credit Agreement

                                       7
<PAGE>

                  "Convert",  "Conversion"  and  "Converted"  each  refers  to a
         conversion  of  Advances  of one Type into  Advances  of the other Type
         pursuant to Section 2.08(a), (c) or (d).

                  "Debt"  of  any  Person  means,   without   duplication,   (a)
         indebtedness of such Person for borrowed money, (b) obligations of such
         Person  evidenced  by  bonds,   debentures,   notes  or  other  similar
         instruments,  (c)  obligations  of  such  Person  to pay  the  deferred
         purchase price of Property or services,  (d) Capital Lease  Obligations
         of such Person,  (e) Debt of others Guaranteed by such Person, (f) Debt
         of others  secured by a Lien on the  Property of such  Person,  (g) all
         obligations of such Person to redeem, retire, defease or otherwise make
         any payment in respect of shares of capital stock of such Person (other
         than any subordinated  payment obligations existing on the Closing Date
         in respect of the repurchase, retirement or redemption of capital stock
         of  the  Borrower  from  former  Management  Investors),  and  (h)  all
         obligations,  contingent  or  otherwise,  of such  Person in respect of
         letters of credit or acceptances  (excluding,  however,  trade accounts
         payable  arising in the ordinary  course of business and deferred  rent
         and deferred employee  compensation  incurred in the ordinary course of
         business, and, in each case, not overdue).

                  "Debt to EBITDA  Ratio" means,  on any date,  the ratio of (i)
         Consolidated  Debt on such  date to (ii)  Consolidated  EBITDA  for the
         period of four consecutive fiscal quarters of the Borrower ending on or
         most recently ended prior to such date.

                  "Default"  means an Event of  Default or an event  that,  with
         notice or lapse of time or both, would become an Event of Default.

                  "Divestiture"  shall  mean any  transaction,  or any series of
         related transactions,  consummated after the date of this Agreement, by
         which the Borrower and/or any of its Subsidiaries  sells,  transfers or
         otherwise  disposes of (a) any going  business or all or  substantially
         all of the  Property of any of its  Subsidiaries,  whether  through the
         purchase of assets,  merger or  otherwise or (b) at least a majority of
         Voting Shares of any of its Subsidiaries.

         "Dollars" and "$" means lawful money of the United States of America.

                  "Domestic Lending Office" means, with respect to any Bank, the
         office of such Bank (or of an Affiliate of such Bank)  specified as its
         "Domestic  Lending  Office"  below  its  signature  hereto  or  in  the
         Assignment and  Acceptance  pursuant to which it became a Bank, or such
         other  office of such Bank (or of an  Affiliate  of such  Bank) as such
         Bank  may  from  time  to  time   specify  to  the   Borrower  and  the
         Administrative Agent.

                  "Domestic Operating Subsidiary" means any Operating Subsidiary
         organized under the laws of any jurisdiction within the United States.

                                Credit Agreement

                                       8
<PAGE>

                  "Environmental  Laws"  means any and all  present  and  future
         United  States  Federal,  state,  local  and  foreign  laws,  rules  or
         regulations,  and  any  orders  or  decrees,  in  each  case  as now or
         hereafter in effect,  relating to the regulation or protection of human
         health, safety or the environment or to emissions, discharges, releases
         or threatened releases of pollutants,  contaminants, chemicals or toxic
         or  hazardous   substances   or  wastes  into  the  indoor  or  outdoor
         environment,  including, without limitation, ambient air, soil, surface
         water, ground water, wetlands,  land or subsurface strata, or otherwise
         relating to the manufacture,  processing, distribution, use, treatment,
         storage, disposal,  transport or handling of pollutants,  contaminants,
         chemicals or toxic or hazardous substances or wastes.

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

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

                  "Existing  Termination  Date"  has the  meaning  specified  in
         Section 2.16(a).

                  "Extending Bank" has the meaning specified in Section 2.16(a).

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

                  "Facility Fee" has the meaning specified in Section 2.02(a).

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

                  "Foreign Operating  Subsidiary" means any Operating Subsidiary
         of the Borrower  organized under the laws of any  jurisdiction  outside
         the United States of America.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Governmental  Authority" means any nation or government,  any
         state or other political  subdivision thereof and any entity exercising
         executive,   legislative,   judicial,   regulatory  or   administrative
         functions of or pertaining to government.

                                Credit Agreement

                                       9
<PAGE>

                  "Guarantee" by any Person means any obligation,  contingent or
         otherwise,  of such Person directly or indirectly guaranteeing any Debt
         of another Person,  including without limitation any obligation of such
         Person  (a) to  purchase  or pay (or  supply or  advance  funds for the
         purchase  or  payment  of) such  Debt  (whether  arising  by  virtue of
         partnership  arrangements,  by  agreement  to  keep-well,  to  purchase
         assets, goods,  securities or services, to take-or-pay,  or to maintain
         financial statement  conditions or otherwise),  or (b) entered into for
         the purpose of assuring in any other  manner the holder of such Debt of
         the  payment  thereof  in  whole or in  part;  provided,  that the term
         "Guarantee"  shall not include any  endorsement  of an  instrument  for
         deposit or collection in the ordinary course of business.
         The term "Guarantee" used as verb has a corresponding meaning.

                  "Hedging   Agreement"   means  any  interest  rate  protection
         agreement,   foreign  currency  exchange  agreement,   commodity  price
         protection  agreement or other  interest or currency  exchange  rate or
         commodity price hedging arrangement.

                  "Hedging  Obligations"  means, with respect to any Person, the
         obligations  of such  Person in  respect  of  Hedging  Agreements.  The
         "principal  amount" of the  obligations of any Person in respect of any
         Hedging  Agreement  at any time shall be the maximum  aggregate  amount
         (giving effect to any netting  arrangements)  that such Person would be
         required to pay if such Hedging Agreement were terminated at such time.

                  "HFCP  Investors"  means,  collectively,  Hellman  &  Friedman
         Capital  Partners  III,  L.P., a California  limited  partnership,  H&F
         Orchard Partners III, L.P. , a California limited partnership,  and H&F
         International Partners III, L.P. , a California limited partnership.

                  "Hostile  Acquisition"  means an Acquisition that has not been
         approved by the board of directors of the target  company  prior to the
         commencement of a tender offer or proxy contest in respect thereof.

                  "Inactive  Subsidiary"  means any  Subsidiary  of the Borrower
         which (and only for so long as such  Subsidiary) (a) is not a Borrower,
         (b) is not then  actually  engaged in any  business,  (c) does not have
         liabilities  or  obligations,  and is not a party to any  litigation or
         other  proceeding  involving  amounts,  in excess of  $1,000,000 in the
         aggregate,  (d) does not own Property  with an aggregate  book value in
         excess of $1,000,000,  (e) does not own any capital stock of any Person
         (other than  another  Inactive  Subsidiary)  and (f) does not incur any
         liabilities or obligations  other than in connection with its continued
         inactive existence or the liquidation or dissolution thereof.

                  "Insolvent" means, with respect to any Multiemployer Plan, the
         condition  that such Plan is  insolvent  within the  meaning of Section
         4245 of ERISA. "Insolvency" has a correlative meaning.

                                Credit Agreement

                                       10
<PAGE>

                  "Interest Coverage Ratio" means, on any date, the ratio of (a)
         Consolidated  EBITDA for the period of four consecutive fiscal quarters
         most  recently  ended  on or  prior  to such  date to (b)  Consolidated
         Interest Expense for such period.

                  "Interest  Period"  means,  with  respect  to  any  LIBO  Rate
         Advance,  the period  beginning  on the date such LIBO Rate  Advance is
         made, or Converted from a Base Rate Advance or Continued as a LIBO Rate
         Advance,  and  ending  on the last day of the  period  selected  by the
         Borrower  pursuant  to the  provisions  below.  The  duration  of  each
         Interest Period in respect of any LIBO Rate Advance shall be 1, 2, 3 or
         6  months,   as  the  Borrower  may,   upon  notice   received  by  the
         Administrative  Agent not later than 12:00 noon (New York City time) on
         the third Business Day prior to the first day of such Interest  Period,
         select; provided, however, that:

                           (a) the Borrower  may not select any Interest  Period
                  in  respect  of any LIBO  Rate  Advance  that  ends  after the
                  Commitment Termination Date;

                           (b) each  Interest  Period  that  begins  on the last
                  Business  Day of a  calendar  month  (or on any day for  which
                  there is no numerically  corresponding  day in the appropriate
                  subsequent  calendar month) shall end on the last Business Day
                  of the appropriate subsequent calendar month; and

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

                  "Investment" has the meaning specified in Section 5.02(d).

                  "Joint   Venture"   means   any   corporation,    partnership,
         association,  business trust or other entity or  organization  which is
         not a  Subsidiary  of the  Borrower  and in  which  the  Borrower  or a
         Subsidiary of the Borrower has a significant ownership interest.

                  "LIBO Lending  Office"  means,  with respect to any Bank,  the
         office of such Bank (or of an Affiliate of such Bank)  specified as its
         "LIBO Lending  Office" below its signature  hereto or in the Assignment
         and  Acceptance  pursuant  to which it  became a Bank  (or,  if no such
         office is specified, its Domestic Lending Office), or such other office
         of such Bank (or of an  Affiliate  of such  Bank) as such Bank may from
         time to time specify to the Borrower and the Administrative Agent.

                  "LIBO  Rate"  means,  with  respect  to each  day  during  the
         relevant  Interest  Period,  the rate per  annum  equal to the  average
         (rounded  upward to the nearest whole multiple of 1/16 of 1% per annum,
         if such average is not such a multiple) of the rates per annum at

                                Credit Agreement

                                       11
<PAGE>

         which  deposits in Dollars are offered by the principal  office of each
         of the Reference Banks in London,  England to prime banks in the London
         interbank  market at 11:00 A.M.  (London time) two Business Days before
         the first day of such Interest  Period for a period  comparable to such
         Interest Period and in an amount  approximately equal to such Reference
         Banks'  collective  pro rata share of the requested  Advance.  The LIBO
         Rate for any Interest Period for each LIBO Rate Advance comprising part
         of each Borrowing  shall be determined by the  Administrative  Agent on
         the  basis  of  applicable  rates  furnished  to  and  received  by the
         Administrative  Agent from the Reference Banks two Business Days before
         the  first  day of  such  Interest  Period,  subject,  however,  to the
         provisions of Section 2.07.

                  "LIBO Rate Advance"  means an Advance which bears  interest as
         provided in Section 2.05(a)(ii) or 2.05(b)(i)(y).

                  "LIBO Rate  Reserve  Percentage"  of any Bank for any Interest
         Period for any LIBO Rate Advance means the effective rate (expressed as
         a  percentage)  at  which  reserve  requirements  (including,   without
         limitation,   emergency,   supplemental   and  other  marginal  reserve
         requirements)  are imposed on such Bank during such Interest Period (or
         if more  than one such  percentage  shall be so  applicable,  the daily
         average  of such  percentages  for those days in such  Interest  Period
         during  which  any  such  percentage  shall  be  so  applicable)  under
         regulations  issued from time to time by the Board of  Governors of the
         Federal  Reserve System (or any successor)  with respect to liabilities
         or assets consisting of or including Eurocurrency  Liabilities having a
         term equal to such Interest Period.

                  "Lien"  means any lien,  security  interest or other charge or
         encumbrance  of any kind on or with  respect  to  Property,  including,
         without  limitation,  the  retained  security  title  of a  conditional
         vendor,  any easement,  right of way or other  encumbrance  on title to
         real Property and any sale of accounts or general intangibles for money
         due or to become due.

                  "Majority Banks" means at any time Banks holding more than 50%
         of the  Commitments  or,  if  the  Commitments  have  expired  or  been
         terminated,  Banks holding more than 50% of the then  aggregate  unpaid
         principal  amount of the  Advances  held by Banks  (for  which  purpose
         Advances  held by any Affiliate of a Bank shall be deemed to be held by
         such Bank).

                  "Management  Investor" means any holder of Voting Shares or of
         a right to acquire Voting Shares who is a current or former employee of
         the Borrower.

                  "Management  Voting Trust" means the voting trust  established
         pursuant to the Management Voting Trust Agreement, dated as of December
         12, 1996.

                                Credit Agreement

                                       12
<PAGE>

                  "Material  Adverse Effect" means a material  adverse effect on
         (a) the  business,  condition  (financial or otherwise) or prospects of
         the  Borrower  and  its  Subsidiaries,  taken  as a  whole,  or (b) the
         legality,  validity or enforceability of this Agreement or any Note, or
         (c) the ability of the Borrower to perform its  obligations  under this
         Agreement or any Note.

                  "Material  Foreign  Operating  Subsidiary"  means any  Foreign
         Operating  Subsidiary  of the  Borrower  (a) which has  liabilities  or
         obligations,  or is a  party  to any  litigation  or  other  proceeding
         involving amounts,  in excess of $5,000,000 in the aggregate,  provided
         that no  Foreign  Operating  Subsidiary  shall  be a  Material  Foreign
         Operating  Subsidiary  under this clause (a) unless the Borrower or any
         Domestic  Operating  Subsidiary  or other  Material  Foreign  Operating
         Subsidiary  is or may be  liable  for  such  liabilities,  obligations,
         litigations  or  proceedings,  or (b) which owns assets (net of current
         liabilities  (other  than  those  owed  to the  Borrower  or any of its
         Subsidiaries) immediately prior to the occurrence of the relevant event
         described in Section  6.01(g)  with  respect to such Foreign  Operating
         Subsidiary) with an aggregate book value in excess of $5,000,000.

                  "Material Lease" means any lease,  sublease,  license or other
         occupancy  agreement (a) which  involves an obligation  with respect to
         50,000 or more  square feet in area of real  Property  and (b) to which
         the Borrower or any of its Subsidiaries is a party or pursuant to which
         the Borrower or any such Subsidiary uses or occupies real Property.

                  "Materials  of  Environmental  Concern"  means any gasoline or
         petroleum  (including  crude oil or any fraction  thereof) or petroleum
         products or any  hazardous  or toxic  substances,  materials or wastes,
         defined  or  regulated  as  such in or  under  any  Environmental  Law,
         including, without limitation, asbestos,  polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Multiemployer  Plan"  means a Plan  which is a  multiemployer
         plan as defined in Section 4001(a)(3) of ERISA.

                  "Net Amount" means,  with respect to any Investment,  the cost
         to the Borrower and its Subsidiaries of such Investment  (determined in
         accordance with GAAP, but without regard to any increase or decrease in
         the value of such Investment, whether resulting from profits and losses
         or from  changes  in  currency  exchange  rates  or  otherwise,  or the
         existence of any undistributed profits or losses with respect thereto),
         less any net return of capital  realized  upon the sale,  repayment  or
         other  liquidation of such  Investment  (determined in accordance  with
         GAAP,  but without  regard to any amounts  realized as earnings on such
         Investment).

                  "New York Real Property"  means the real Property owned by the
         Borrower located at 285 Madison Avenue, New York City.

                  "Non-Extending Bank" has the meaning specified in 2.16(a).

                                Credit Agreement

                                       13
<PAGE>

                  "Note" means a promissory note of the Borrower  payable to the
         order of any  Bank,  in  substantially  the form of  Exhibit  A hereto,
         evidencing  the  aggregate  indebtedness  of the  Borrower to such Bank
         resulting from the Advances made by such Bank.

                  "Notice of  Borrowing"  has the meaning  specified  in Section
         2.01(d)(i).

                  "Operating  Subsidiary"  means any  Subsidiary  other  than an
         Inactive Subsidiary.

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

                  "Person"   means  an  individual,   partnership,   corporation
         (including a business trust),  limited liability  company,  joint stock
         company,  trust,  unincorporated  association,  joint  venture or other
         entity, or a Government Authority.

                  "Plan" means, at any time, any employee  benefit plan which is
         covered  by ERISA and in respect  of which the  Borrower  or a Commonly
         Controlled  Entity is (or, if such plan were  terminated  at such time,
         would under  Section  4069 of ERISA be deemed to be) an  "employer"  as
         defined in Section 3(5) of ERISA.

                  "Pricing  Level  Change"  means a change in the Debt to EBITDA
         Ratio that  results  in the change  from one  Pricing  Level  Period to
         another,  each  Pricing  Level  Change to be  effective  on the date of
         delivery by the Borrower pursuant to Section 5.01(a)(i) and (ii) of the
         financial  statements that demonstrate such change;  provided,  that if
         the Borrower shall fail to deliver when due such financial  statements,
         the  Pricing  Level 3 Period  shall be deemed to apply from the date on
         which such  financial  statements  were due until they are delivered in
         accordance with said Section 5.01(a)(i) or (ii).

                  "Pricing  Level  Period"  means a Pricing  Level 1  Period,  a
         Pricing Level 2 Period or a Pricing Level 3 Period.

                  "Pricing  Level 1 Period" means a period during which the Debt
         to EBITDA Ratio is less than 1.0 to 1.0.

                  "Pricing  Level 2 Period" means a period that is not a Pricing
         Level 1 Period  during  which the Debt to EBITDA Ratio is less than 2.5
         to 1.0.

                  "Pricing  Level 3 Period" means a period during which the Debt
         to EBITDA Ratio is greater than or equal to 2.5 to 1.0.

                  "Property"  means,  with respect to any Person,  any property,
         assets or  revenues  of such  Person  or any  interest  of such  Person
         therein.

                                Credit Agreement

                                       14
<PAGE>

                  "Quarterly  Date" means the last  Business  Day of each March,
         June, September and December.

                  "Reference Banks" means the principal London office of each of
         Citibank,  Bank of America  National Trust and Savings  Association and
         The Bank of Nova Scotia.

                  "Register" has the meaning specified in Section 8.07(d).

                  "Related Equity  Securities"  means, all options,  warrants or
         other rights to acquire,  or  obligations  to issue,  shares of capital
         stock  of,  equity  interests  in, or  partnership  interests  in,  the
         Borrower  or  any  of  its  Subsidiaries,   or  similar  securities  or
         contractual obligations the value of which is derived from the value of
         an equity  interest  in the  Borrower  or any of its  Subsidiaries,  or
         securities  convertible  into or  exchangeable  for  capital  stock of,
         equity interests in, partnership interests in, or similar securities or
         contractual obligations of, the Borrower or any of its Subsidiaries.

                  "Reportable  Event"  means  any of the  events  set  forth  in
         Section  4043(b)  of ERISA,  other  than  those  events as to which the
         thirty-day  notice  period is waived under  subsections  .13, .14, .16,
         .18, .19 or .20 of PBGC Reg. ss. 2615.

                  "Reorganization"  means,  with  respect  to any  Multiemployer
         Plan,  the  condition  that such plan is in  reorganization  within the
         meaning of Section 4241 of ERISA.

                  "Requirement of Law" means, as to any Person,  the certificate
         of  incorporation  and  by-laws or other  organizational  or  governing
         documents of such Person,  and any law,  treaty,  rule or regulation or
         determination  of  an  arbitrator  or a  court  or  other  Governmental
         Authority,  in each case  applicable  to or binding upon such Person or
         any of its  Property or to which such Person or any of its  Property is
         subject.

                  "Responsible  Officer"  means,  as to any  Person,  the  chief
         executive  officer,  the  president,   any  member  of  the  management
         committee of such Person or any other officer of such Person designated
         as such in writing by any of the foregoing  officers of such Person or,
         with respect to financial  matters,  the chief financial  officer,  the
         chief accounting officer or the treasurer of such Person.

                  "Single  Employer  Plan"  means any Plan  which is  covered by
         Title IV of ERISA, but which is not a Multiemployer Plan.

                  "SSB" means Salomon Smith Barney Inc.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
         corporation,  partnership, limited liability company or other entity of
         which at least a majority of the Voting  Shares is at the time directly
         or  indirectly  owned  or  controlled  by  such  Person  or one or more
         Subsidiaries  of  such  Person  or by  such  Person  and  one  or  more
         Subsidiaries of such

                                Credit Agreement

                                       15
<PAGE>

         Person.  Unless the  context  otherwise  indicates,  a  reference  to a
         Subsidiary, shall mean a Subsidiary of the Borrower.

                  "Termination   Date"  means  the  earlier  of  the  Commitment
         Termination   Date  and  the  date  of  termination  in  whole  of  the
         Commitments pursuant to Section 2.03(b) or 6.01.

                  "Utilization   Fee"  has  the  meaning  specified  in  Section
         2.02(e).

                  "Voting  Shares"  means,  at any time,  as to any Person,  the
         outstanding  securities  of  such  Person  the  holders  of  which  are
         ordinarily,  in the absence of contingencies,  entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person.

                  "Wholly-Owned  Subsidiary"  means, with respect to any Person,
         any  Subsidiary  of such  Person  100%  of the  Voting  Shares  (except
         qualifying  shares held by  directors or others in order to comply with
         local law) of which are owned by such  Person  and/or one or more other
         Wholly-Owned Subsidiaries of such Person.

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

                  SECTION  1.03.  Accounting  Terms.  All  accounting  terms not
specifically  defined  herein shall be construed in  accordance  with  generally
accepted  United  States  accounting  principles  ("GAAP"),  applied  on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited  consolidated  financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided,
that if after the date of this  Agreement  there are any  changes  to GAAP,  the
Borrower or the Required Banks may request an amendment to any provision of this
Agreement  to take  account of such  changes,  and,  until such  provision is so
amended or such request withdrawn, all determinations of such provision shall be
made on the  basis  of GAAP  applied  on a basis  consistent  with  the  audited
financial  statements  of the Borrower and its  Consolidated  Subsidiaries  most
recently delivered prior to the time such changes to GAAP became effective.

                  SECTION 1.04. Types of Advances. Advances are distinguished by
"Type". The "Type" of an Advance refers to whether it is at the time a Base Rate
Advance or a LIBO Rate Advance.

                                Credit Agreement

                                       16
<PAGE>


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES


                  SECTION 2.01.  The Advances.

                  (a)(i) Each Bank severally agrees, on the terms and conditions
         hereinafter set forth, to make Advances to the Borrower in Dollars from
         time to time on any Business Day during the period from the date hereof
         until the Termination  Date in an aggregate amount not to exceed at any
         time  outstanding  the  amount set  opposite  such  Bank's  name on the
         signature pages hereof or, if such Bank has entered into any Assignment
         and Acceptance, set forth for such Bank in the Register, as such amount
         may be  increased  or reduced  pursuant  to Section  2.03 (such  Bank's
         "Commitment").

                  (ii) If after giving  effect to any LIBO Rate  Advances  under
         this Section  2.01(a)  more than twelve  separate  Interest  Periods in
         respect of LIBO Rate Advances  would be  outstanding  at the same time,
         then  such  Advances  shall  not be  required  to be made as LIBO  Rate
         Advances.

                  (b) Each Borrowing (i) shall (except as otherwise  provided in
Sections 2.08(c) and (d)) be in an aggregate amount not less than $10,000,000 or
an integral  multiple of $1,000,000 in excess  thereof and (ii) shall consist of
Advances of the same Type (and, if such Advances are LIBO Rate Advances,  having
the same Interest Period),  and made,  Converted or Continued on the same day by
the Banks  ratably  according to their  respective  Commitments.  Subject to the
terms and  conditions  of this  Agreement,  the  Borrower  may from time to time
borrow under this Section 2.01,  prepay pursuant to Section 2.09(b) and reborrow
the  amount of the  Commitments;  provided,  that no such  reborrowing  shall be
permitted  hereunder at any time if, after giving effect thereto,  the aggregate
outstanding  principal  amount of Advances would exceed the aggregate  amount of
the Commitments at such time.

                  (c) The Advances of each Bank made to the Borrower  under this
Section 2.01 shall be evidenced by a single  promissory  note of the Borrower in
the amount of such Bank's Commitment in substantially the form of Exhibit A.

                  (d) (i) The  Borrower  shall  give  the  Administrative  Agent
         notice of each  Borrowing  not later than (x) 12:00 noon (New York City
         time) on the third  Business Day prior to the date of such Borrowing in
         the case of a Borrowing  consisting of LIBO Rate Advances,  or than (y)
         11:00 A.M.  (New York City time) on the  Business  Day of the  proposed
         Borrowing in the case of a Borrowing  consisting of Base Rate Advances,
         and the  Administrative  Agent  shall give to each Bank  prompt  notice
         thereof by telecopier,  telex or cable. Each such notice of a Borrowing
         (a "Notice of Borrowing")  shall be by telecopier,  telex or cable,  in
         substantially  the  form  of  Exhibit  B,  specifying  therein  (i) the
         requested date of such  Borrowing,  (ii) the requested Type of Advances
         comprising such

                                Credit Agreement

                                       17
<PAGE>

         Borrowing,  (iii) the requested aggregate amount of such Borrowing, and
         (iv) in the case of a Borrowing  consisting of LIBO Rate Advances,  the
         requested initial Interest Period for each such Advance.

                  (ii) Each Bank shall,  before 1:00 P.M.  New York City time on
         the date of such  Borrowing,  make  available  for the  account  of its
         Applicable   Lending  Office  to  the   Administrative   Agent  at  the
         Administrative  Agent's Account, in same day funds, such Bank's ratable
         portion of such Borrowing.  After the Administrative Agent's receipt of
         such funds and upon fulfillment of the applicable  conditions set forth
         in Article III, the Administrative Agent will make such funds available
         to the  applicable  Borrower at such  account as the  Borrower  and the
         Administrative Agent may agree.

                  (e) Each Notice of Borrowing  shall be irrevocable and binding
on the  Borrower.  In the case of any  Borrowing  which  the  related  Notice of
Borrowing specifies is to be comprised of LIBO Rate Advances, the Borrower shall
indemnify each Bank against any loss, cost or expense incurred by such Bank as a
result of any failure to fulfill, on or before the date specified in such Notice
of Borrowing,  the applicable  conditions  set forth in Article III,  including,
without limitation,  any loss (excluding loss of anticipated  profits),  cost or
expense  incurred by reason of the  liquidation or  reemployment  of deposits or
other funds acquired by such Bank to fund the Advance to be made by such Bank as
part of such  Borrowing.  The Borrower shall not be liable under this clause for
the payment of any amounts  incurred or accrued  more than 180 days prior to the
date on which notice of the event or circumstance  giving rise to the obligation
to make such  payment is given to the Borrower  hereunder,  except to the extent
such  amounts  were  incurred  or  accrued  prior to such date due solely to the
retroactive nature of the relevant  requirement.  The Borrower shall pay amounts
owing to any Bank pursuant to this Section  2.01(e) within 30 days after receipt
from  such  Bank  of a  certificate  setting  forth  in  reasonable  detail  the
calculation  of the amount such Bank is  entitled  to claim  under this  Section
2.01(e)  (which  certificate  shall be  conclusive  and binding on the Borrower,
absent  manifest  error).  If the Borrower  objects in good faith to any payment
demanded  under this clause on or before the date such payment is due,  then the
Borrower and the Bank  demanding  such payment shall enter into  discussions  to
review the amount due, and the Borrower's  obligation to pay such amount to such
Bank shall be deferred for 45 days after the original demand for payment, and if
the Borrower and such Bank do not reach  agreement  during such 45-day period on
the amount due,  the  Borrower  shall pay to such Bank at the end of such 45-day
period the amount certified by such Bank to be due.

                  (f) Unless the Administrative Agent shall have received notice
from a Bank  prior to the date of any  Borrowing  that  such  Bank will not make
available  to the  Administrative  Agent  such  Bank's  ratable  portion of such
Borrowing,  the  Administrative  Agent may  assume  that such Bank has made such
portion available to the  Administrative  Agent on the date of such Borrowing in
accordance  with Section 2.01(d) and the  Administrative  Agent may, in reliance
upon such assumption,  make available to the applicable  Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such ratable portion  available to the  Administrative  Agent, such Bank and the
Borrower  severally  agree to repay to the

                                Credit Agreement

                                       18
<PAGE>


Administrative Agent forthwith on demand such corresponding amount together with
interest  thereon,  for each day from the date such amount is made  available to
the Borrower until the date such amount is repaid to the  Administrative  Agent,
at (i) in the case of the Borrower,  the interest rate applicable at the time to
the Advances and (ii) in the case of such Bank,  the Federal Funds Rate. If such
Bank shall repay to the  Administrative  Agent such corresponding  amount,  such
amount so repaid shall  constitute such Bank's Advance as part of such Borrowing
for purposes of this  Agreement  (and such Advance  shall be deemed to have been
made by  such  Bank on the  date  on  which  such  amount  is so  repaid  to the
Administrative Agent).

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

                  (h) The  Advances of each Type made by each Bank shall be made
and  maintained at such Bank's  Applicable  Lending  Office for Advances of such
Type.

                  SECTION 2.02.  Fees.

                  (a)  Facility   Fee.  The  Borrower   agrees  to  pay  to  the
Administrative  Agent for the account of each Bank a facility fee (the "Facility
Fee") on the  daily  average  amount  (both  used  and  unused)  of such  Bank's
Commitment  from the date (in the case of each Bank that is a signatory  hereto)
on which the Borrower signs this Agreement and from the effective date specified
in the  Assignment and Acceptance (in the case of each Bank that becomes a party
hereto pursuant to Section 2.03(a), 2.16(b) or 8.07) pursuant to which it became
a Bank, until the Termination  Date, at a rate per annum equal to the Applicable
Facility  Fee Rate as in effect  from time to time.  Any accrued  Facility  Fees
shall be paid on each Quarterly Date and on the Termination Date.

                  (b) Administrative  Agent's Fee. The Borrower agrees to pay to
the Administrative Agent, for the Administrative  Agent's own account, an annual
administrative  agency  fee at the times and in the  amounts  heretofore  agreed
between the Borrower and the Administrative Agent.

                  (c)  Arrangement  Fee. The  Borrower  agrees to pay to SSB for
SSB's  own  account,  an  arrangement  fee on the  Closing  Date  in the  amount
heretofore agreed between the Borrower and SSB.

                  (d)  Upfront  Fee.   The   Borrower   agrees  to  pay  to  the
Administrative  Agent for the account of each Bank an upfront fee on the Closing
Date in the amount  heretofore agreed between the Borrower,  the  Administrative
Agent and SSB.

                  (e)  Utilization  Fee.  The  Borrower  agrees  to  pay  to the
Administrative  Agent  for the  account  of each  Bank a  utilization  fee  (the
"Utilization Fee") on the aggregate principal

                                Credit Agreement

                                       19
<PAGE>

amount of such Bank's  Advances for each day on which the aggregate  outstanding
principal amount of the Advances exceeds an amount equal to 50% of the aggregate
amount  of  the  Commitments  at a  rate  per  annum  equal  to  the  Applicable
Utilization  Fee Rate as in effect from time to time.  Any  accrued  Utilization
Fees shall be paid on each day on which interest is payable hereunder.

                  SECTION 2.03.  Changes in Commitments.

                  (a) Commitment  Increases.  The Borrower shall have the right,
no more than once in any calendar year, to increase the aggregate  amount of the
Commitments hereunder on and subject to the following terms and conditions:

                  (i) The Borrower  may, by notice to the  Administrative  Agent
         (which  shall  promptly  notify  the  Banks),  request  that the  Banks
         increase ratably their respective Commitments by an aggregate amount up
         to  but  not  exceeding  $100,000,000,  specifying  the  amount  of the
         proposed increase and the proposed effective date thereof.

                  (ii) The Borrower may offer the increase to (x) then  existing
         Banks,  and each  such  existing  Bank  shall  have the  right  (but no
         obligation)  to commit to all or a  specified  portion of the  proposed
         increase,  or (y) other  financial  institutions  (each an  "Additional
         Bank")  that are not Banks and that are  reasonably  acceptable  to the
         Administrative Agent;  provided,  that the commitment of any such other
         financial institution shall be at least $10,000,000.

                  (iii)  Each Bank,  acting in its sole  discretion,  shall,  by
         notice to the Borrower and the Administrative Agent given no later than
         the date (the  "Increase  Consent Date") that is 15 days after the date
         of such  increase  request (or, if such date is not a Business Day, the
         next   succeeding   Business   Day),   advise  the   Borrower  and  the
         Administrative  Agent whether or not such Bank agrees to such increase;
         provided, that each Bank that determines not to increase its Commitment
         (a "Non-Increasing  Bank") shall notify the Administrative Agent (which
         shall notify the Banks) of such fact promptly after such  determination
         (but in any event no later than the Increase Consent Date) and any Bank
         that does not advise the  Borrower  on or before the  Increase  Consent
         Date shall be deemed to be a  Non-Increasing  Bank. The election of any
         Bank to agree to such increase  shall not obligate any other Bank to so
         agree.

                  (iv) The  Administrative  Agent shall notify each Bank of such
         increase,   confirming  the  effective  date  thereof  (the  "Increased
         Commitment  Date") and the aggregate  amount  thereof and the amount of
         the increase (if any) in each Bank's Commitment;  and on such effective
         date, each Bank's  Commitment  shall  automatically,  without any other
         action by any Person,  be increased by the additional  amount agreed to
         by such Bank;  provided that, in the event that the amount by which the
         Banks have agreed to increase their  Commitments  exceeds the amount of
         the requested  increase of the Commitments  offered to the Banks,  such
         increase in the Commitments shall be

                                Credit Agreement

                                       20
<PAGE>

         allocated  among such Banks pro rata in accordance  with the respective
         amounts  of  by  which  such  Banks  have  agreed  to  increase   their
         Commitments.

                  (v)  Each  Additional  Bank  shall,  prior  to  the  Increased
         Commitment Date, execute and deliver an agreement in form and substance
         satisfactory to the Borrower and the  Administrative  Agent pursuant to
         which it undertakes a Commitment  hereunder (and such  Additional  Bank
         shall thereupon become a "Bank" for all purposes of this Agreement).

                  (vi) On the  Increased  Commitment  Date,  if the Borrower has
         borrowed Advances that remain  outstanding on the Increased  Commitment
         Date,  it shall  borrow  from,  and each  Bank that is  increasing  its
         Commitment on the Increased  Commitment  Date and each  Additional Bank
         shall  make  Advances  to,  the  Borrower,   and  (notwithstanding  the
         provisions of Section 2.14 requiring  that  prepayments be made ratably
         in accordance  with the  principal  amounts of the Advances held by the
         Banks) the Borrower shall have prepaid Advances made by the other Banks
         in such amounts as shall be  necessary,  so that after giving effect to
         such  borrowings  and  prepayments,  the Advances  shall be held by the
         Banks  pro rata in  accordance  with the  respective  amounts  of their
         Commitments (as increased hereby).

                  (vii)  Notwithstanding  the  foregoing,  any  increase  in the
         aggregate  Commitments hereunder pursuant to this Section 2.03(a) shall
         not be effective unless:

                           (x) the Borrower shall have given the  Administrative
                  Agent  notice of any such  increase at least 20 Business  Days
                  prior to any such Increased Commitment Date;

                           (y) no Default  shall have occurred and be continuing
                  as of the  date of the  notice  referred  to in the  foregoing
                  clause (x) or on the Increased Commitment Date; and

                           (z) the aggregate amount of increase in the aggregate
                  Commitments  pursuant to this  Section  2.03(a) may not exceed
                  $100,000,000,  and the  amount of any single  increase  in the
                  aggregate  Commitments  pursuant to this Section 2.03(a) shall
                  be at least $25,000,000.

                  (b)  Commitment  Reductions.  (i) The aggregate  amount of the
Commitments shall automatically be reduced to zero on the Commitment Termination
Date.

                  (ii) The  Borrower  shall have the right,  upon at least three
         Business  Days'  notice to the  Administrative  Agent,  to terminate in
         whole  or  reduce  ratably  in  part  the  unutilized  portions  of the
         respective  Commitments  of the  Banks,  provided,  that the  aggregate
         amount of the  Commitments  of the Banks  shall  not be  reduced  to an
         amount  which  is less  than  the  aggregate  principal  amount  of the
         Advances then  outstanding,  and provided,

                                Credit Agreement

                                       21
<PAGE>

         further, that each partial reduction shall be in an aggregate amount of
         $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (c) Reductions  Permanent.  The Commitments once terminated or
reduced under this Section 2.03 may not be reinstated.

                  SECTION  2.04.  Repayment  of Advances.  The  Borrower  hereby
promises to repay to the  Administrative  Agent for the account of each Bank the
principal  amount of each  Advance  made by such Bank,  and each  Advance  shall
mature, on the Termination Date.

                  SECTION 2.05.  Interest.

                  (a) Ordinary Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Advance made by each Bank, from the date of such
Advance  until such  principal  amount shall be paid in full,  at the  following
rates per annum:

                  (i)  Base  Rate  Advances.  If  such  Advance  is a Base  Rate
         Advance,  a rate per annum  equal to the sum of the Base Rate in effect
         from time to time plus the Applicable  Margin for Base Rate Advances as
         in effect  from time to time,  payable  quarterly  in  arrears  on each
         Quarterly  Date  and on the  date  such  Base  Rate  Advance  shall  be
         Converted or paid in full.

                  (ii)  LIBO  Rate  Advances.  If such  Advance  is a LIBO  Rate
         Advance,  a rate per annum for the  Interest  Period for such  Advance,
         equal to the sum of the LIBO  Rate for such  Interest  Period  plus the
         Applicable  Margin  for LIBO Rate  Advances  as in effect  from time to
         time,  payable on the last day of such  Interest  Period  and,  if such
         Interest  Period  has a  duration  of more than  three  months,  on the
         three-month  anniversary of the first day of such Interest Period,  and
         on the date such LIBO Rate Advance shall be Converted or paid in full.

                  (b) Default  Interest.  The Borrower shall pay interest on the
unpaid  principal  amount of each  Advance that is not paid when due (whether at
stated maturity, by acceleration or otherwise),  and on the unpaid amount of any
interest, fee or other amount whatsoever payable hereunder that is not paid when
due, payable on demand,  at a rate per annum during the period from the due date
thereof to the date on which such amount is paid in full equal to:

                  (i)  in the case of any amount of principal of such Advance:

                           (x) in the case of any Base Rate Advance 2% per annum
                  plus the rate which  would  otherwise  be  applicable  to such
                  Advance, and

                           (y) in the case of any  LIBO  Rate  Advance,  for the
                  balance of the then current Interest Period, 2% per annum plus
                  the rate which would  otherwise be

                                Credit Agreement

                                       22
<PAGE>
                  applicable  to such  Advance  for such  Interest  Period  and,
                  thereafter,  2% per annum plus the Base Rate as in effect from
                  time to time, and

                  (ii) in the case of all other  amounts,  2% per annum plus the
         Base Rate as in effect from time to time.

                  SECTION 2.06.  Additional Interest on LIBO Rate Advances.  The
Borrower  shall pay to each Bank,  so long as such Bank shall be required  under
regulations of the Board of Governors of the Federal  Reserve System to maintain
reserves  with  respect to  liabilities  or assets  consisting  of or  including
Eurocurrency Liabilities (or the equivalent),  additional interest on the unpaid
principal  amount of each LIBO Rate Advance of such Bank,  from the date of such
LIBO Rate Advance  until such  principal  amount is paid in full, at an interest
rate per annum equal at all times to the remainder  obtained by subtracting  (a)
the LIBO Rate for the then  current  Interest  Period for such LIBO Rate Advance
from (b) the rate obtained by dividing  such LIBO Rate by a percentage  equal to
100%  minus  the LIBO Rate  Reserve  Percentage  of such Bank for such  Interest
Period,  payable  on each date on which  interest  is  payable on such LIBO Rate
Advance.  Any Bank wishing to require payment of such additional interest on any
LIBO Rate Advance shall so notify the Borrower and the Administrative  Agent and
shall  furnish  to the  Borrower  a  certificate  (which  certificate  shall  be
conclusive and binding on the Borrower, absent manifest error) setting forth the
basis for such  assertion  and the  amount to which  such Bank is then  entitled
under this Section.

                  SECTION 2.07. Interest Rate Determinations; Changes in Pricing
         Levels.

                  (a)  Each   Reference   Bank   agrees   to   furnish   to  the
Administrative   Agent,  upon  request  of  the  Administrative   Agent,  timely
information  for the purpose of determining  the LIBO Rate from time to time. If
any one or more of the
 shall not furnish such timely information to the  Administrative  Agent for the
purpose of determining the LIBO Rate, the  Administrative  Agent shall determine
the LIBO Rate on the  basis of timely  information  furnished  by the  remaining
Reference Banks (subject to clause (c) below).

                  (b) The  Administrative  Agent shall give prompt notice to the
Borrower  and the  Banks  of the  applicable  interest  rate  determined  by the
Administrative Agent for the purpose of Section 2.05 and the applicable rate, if
any,  furnished  by each  Reference  Bank for the  purpose  of  determining  the
applicable interest rate under Section 2.05(a)(ii).

                  (c)  If  fewer  than  two  Reference   Banks  furnish   timely
information to the  Administrative  Agent for  determining the LIBO Rate for the
Interest Period for any LIBO Rate Advances,

                  (i)  the  Administrative  Agent  shall  forthwith  notify  the
         Borrower and the Banks that the interest rate cannot be determined  for
         such LIBO Rate Advances for such Interest Period,

                               Credit Agreement

                                       23
<PAGE>

                  (ii) each such  Advance  will  instead  be made as a Base Rate
         Advance, and

                  (iii)  the  obligation  of the  Banks to make,  or to  Convert
         Advances into, or to Continue  Advances as, LIBO Rate Advances shall be
         suspended until the Administrative  Agent shall notify the Borrower and
         the Banks that the  circumstances  causing  such  suspension  no longer
         exist.

                  (d) If prior to the  commencement  of the Interest  Period for
any  Borrowing  the  Majority  Banks  notify the  Administrative  Agent (and the
Administrative  Agent  notifies the Borrower)  that, by reason of  circumstances
generally  affecting the London or Paris interbank  market,  as the case may be,
the LIBO Rate does not  adequately  reflect  the cost to such  Banks of  funding
their  Advances  constituting  part  of such  Borrowing,  the  rate of  interest
applicable to each such Advance for such Interest Period shall be the Applicable
Margin  plus the cost to each such Bank from time to time of funding its Advance
constituting part of such Borrowing. A certificate or certificates of such Bank,
given in good faith,  as to such cost of funding shall be conclusive and binding
on the Borrower in the absence of manifest error.

                  (e) If the  Borrower  shall fail to select the duration of the
Interest  Period for any LIBO Rate  Advances in accordance  with the  provisions
contained  in  the  definition  of  "Interest   Period"  in  Section  1.01,  the
Administrative  Agent will  forthwith  so notify the  Borrower and the Banks and
such Advances will be made as Base Rate Advances.

                  SECTION 2.08.  Conversion and Continuation of Advances.

                  (a) The Borrower may on any Business Day, upon notice given to
the  Administrative  Agent not later than 12:00 noon (New York City time) on the
third  Business Day prior to the date of the proposed  Conversion and subject to
the  provisions  of  Sections  2.07 and 2.11,  Convert all or any portion of the
outstanding  Advances of one Type  comprising  part of the same  Borrowing  into
Advances of the other Type provided,  that in the case of any such Conversion of
a LIBO Rate Advance into a Base Rate Advance on a day other than the last day of
an  Interest  Period  therefor,  the  Borrower of such LIBO Rate  Advance  shall
reimburse the Banks in respect thereof  pursuant to Section  8.04(c).  Each such
notice of a Conversion shall, within the restrictions  specified above,  specify
(i) the date of such  Conversion,  (ii) the  Advances or portions  thereof to be
Converted, and (iii) if such Conversion is into LIBO Rate Advances, the duration
of the Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.  Each portion of the Advances Converted
as herein provided shall be in an aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof.

                  (b) The Borrower may on any Business Day, upon notice given to
the  Administrative  Agent not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed Continuation and subject to
the  provisions  of Sections  2.07 and 2.11,  Continue all or any portion of the
outstanding  LIBO Rate Advances  comprising part of the

                               Credit Agreement

                                       24
<PAGE>

same Borrowing into LIBO Rate Advances;  provided, that any such Continuation of
a LIBO Rate  Advance  shall be made only on the last day of an  Interest  Period
therefor.  Each such notice of a  Continuation  shall,  within the  restrictions
specified above, specify (i) the date of such Continuation, (ii) the Advances or
portions thereof to be Continued,  and (iii) the duration of the Interest Period
for each such Advance.  Each notice of  Continuation  shall be  irrevocable  and
binding on the  Borrower.  Each  portion  of the  Advances  Continued  as herein
provided shall be in an aggregate amount of $10,000,000 or an integral  multiple
of $1,000,000 in excess thereof.

                  (c) On the date on which the aggregate unpaid principal amount
of LIBO Rate Advances  comprising any Borrowing shall be reduced,  by payment or
prepayment  or  otherwise,   to  less  than  $2,500,000,   such  Advances  shall
automatically Convert into Base Rate Advances.

                  (d) Upon the  occurrence  and  during the  continuance  of any
Event of Default or any Default under  Section  6.01(b) and upon notice from the
Administrative  Agent to the Borrower at the request of the Majority Banks,  (i)
each LIBO  Rate  Advance  will  automatically,  on the last day of the  Interest
Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the
Banks to make, or to Convert  Advances  into,  or to Continue  Advances as, LIBO
Rate Advances shall be suspended.

                  (e) In the event that the  Borrower  fails to give a notice of
Continuation  of a LIBO Rate Advance as provided in subsection  (b) above,  such
LIBO Rate Advance shall  automatically  be Converted into a Base Rate Advance on
the last day of the Interest Period therefor.

                  SECTION 2.09.  Prepayments of Advances. The Borrower may, upon
giving  notice to the  Administrative  Agent not later than 11:00 a.m.  New York
City time on the date of prepayment, in the case of a Base Rate Advance, and not
later than two Business  Days prior to the date of  prepayment  in the case of a
LIBO Rate  Advance,  in each case  stating  the  Advances  to be prepaid and the
proposed  date and aggregate  principal  amount of the  prepayment,  and if such
notice is given the Borrower shall, prepay the outstanding  principal amounts of
such Advances in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, that (i) each
partial  prepayment of an Advance shall be in an aggregate  principal amount not
less than  $10,000,000  or an integral  multiple of $1,000,000 in excess thereof
(ii) in the case of any such  prepayment  of a LIBO Rate  Advance on a day other
than the last day of an Interest Period  therefor,  the Borrower shall reimburse
the Banks in respect thereof pursuant to Section 8.04(c).

                  SECTION 2.10.  Increased Costs.

                  (a) If,  due to either (i) the  introduction  of or any change
(other than any change  relating to taxes (as to which  Section 2.13 applies) or
any change by way of imposition or increase of reserve requirements  included in
the LIBO Rate Reserve  Percentage) in or in the interpretation of (to the extent
any such  introduction  or  change  occurs  after  the date  hereof)  any law or
regulation or (ii) the  compliance  with any guideline or request of any central
bank or other  Governmental  Authority  adopted  or made  after the date  hereof
(whether or not having the force

                               Credit Agreement

                                       25
<PAGE>

of law),  there shall be any increase  deemed by such Bank to be material in the
cost to any Bank of agreeing to make or making, funding or maintaining LIBO Rate
Advances, the Borrower shall from time to time, within 30 days after delivery by
such  Bank  to the  Borrower  (with  a copy to the  Administrative  Agent)  of a
certificate as to the amount of (and  specifying in reasonable  detail the basis
for) such increased cost, pay (subject to Section 2.10(c)) to the Administrative
Agent for the account of such Bank the amount of the  increased  costs set forth
in such certificate  (which  certificate shall be conclusive and binding for all
purposes of this  Agreement,  absent manifest  error);  provided,  that,  before
making any such demand,  each Bank agrees to use reasonable efforts  (consistent
with its internal policy and legal and regulatory  restrictions)  to designate a
different  Applicable  Lending Office if the making of such a designation  would
avoid the need for, or reduce the amount of, such  increased cost and would not,
in the reasonable  judgment of such Bank, be otherwise  disadvantageous  to such
Bank.

                  (b) (i) If any Bank determines that compliance with any law or
         regulation enacted or introduced after the date hereof or any guideline
         or request of any central bank or other Governmental  Authority adopted
         or made after the date hereof  (whether or not having the force of law)
         affects or would  affect the amount of capital  required or expected to
         be maintained  by such Bank or any  corporation  controlling  such Bank
         deemed by such Bank to be material  and that the amount of such capital
         is increased by or based upon the  existence of such Bank's  Commitment
         and other  commitments of this type, or the Advances,  then,  within 30
         days after  delivery by such Bank to the  Borrower  (with a copy to the
         Administrative  Agent)  of a  certificate  as  to  (and  specifying  in
         reasonable detail the basis for) the Additional Amounts (as hereinafter
         defined)  requested by such Bank,  the  Borrower  shall pay (subject to
         Section  2.10(c)) to the  Administrative  Agent for the account of such
         Bank, from time to time as specified by such Bank, the amount specified
         in such certificate  (which certificate shall be conclusive and binding
         for all purposes, absent manifest error); provided, that, before making
         any such demand, each Bank agrees to use reasonable efforts (consistent
         with its  internal  policy and legal and  regulatory  restrictions)  to
         designate a different Applicable Lending Office if the making of such a
         designation  would  avoid the need for,  or reduce the amount of,  such
         increased cost and would not, in the reasonable  judgment of such Bank,
         be otherwise disadvantageous to such Bank.

                  (ii) For purposes hereof, the "Additional Amounts" that may be
         requested by any Bank under this Section  2.10(b) means such amounts as
         such Bank shall  reasonably  determine to be  sufficient  to compensate
         such Bank or any corporation  controlling  such Bank for any costs that
         such Bank reasonably  determines are attributable to the maintenance by
         such Bank (or such corporation) of capital in respect of its Commitment
         or the  Advances  hereunder  (such  compensation  to  include,  without
         limitation,  an amount equal to any  reduction of the rate of return on
         assets or equity of such Bank (or such  corporation)  to a level  below
         that which such Bank (or such corporation)  could have achieved but for
         the enactment or introduction of such law or regulation or the adoption
         or making of such guideline or request).

                               Credit Agreement

                                       26
<PAGE>

                  SECTION 2.11. Illegality.  Notwithstanding any other provision
of this Agreement,  if any Bank shall notify the  Administrative  Agent that the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  makes  it  unlawful,  or any  central  bank  or  other  Governmental
Authority asserts that it is unlawful,  for such Bank or its LIBO Lending Office
to perform its  obligations  hereunder to make LIBO Rate  Advances or to fund or
maintain  LIBO Rate  Advances  hereunder,  then,  on notice  thereof  and demand
therefor by such Bank to the Borrower through the Administrative  Agent, (a) the
obligation  of the  Banks  to make or to  Convert  Advances  into,  or  Continue
Advances  as, LIBO Rate  Advances  shall be suspended  until the  Administrative
Agent shall  notify the Borrower  and the Banks that the  circumstances  causing
such suspension no longer exist and (b) the Borrower shall upon demand prepay in
full all LIBO  Rate  Advances  of all  Banks  then  outstanding,  together  with
interest  accrued  thereon,  unless the  Borrower,  within five Business Days of
notice from the Administrative Agent, Converts all LIBO Rate Advances of all the
Banks then  outstanding into Base Rate Advances in accordance with Section 2.08;
provided,  that,  before  making  any  such  demand,  such  Bank  agrees  to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different LIBO Lending Office if the making of such
a  designation  would allow such Bank or its LIBO Lending  Office to continue to
perform  its  obligations  to make LIBO Rate  Advances or to continue to fund or
maintain  LIBO Rate  Advances  and would not, in the  judgment of such Bank,  be
otherwise disadvantageous to such Bank.

                  SECTION 2.12.  Payments and Computations.

                  (a) (i) All  payments  of  principal  of and  interest  on any
         Advance and all fees and other amounts to be paid by the Borrower under
         this  Agreement and the Notes shall be made in Dollars,  in immediately
         available funds, without set-off or counterclaim, to the Administrative
         Agent's  Account  not later than  11:00 a.m.  New York City time on the
         date on which such payment  shall  become due (each  payment made after
         such  time on such due date to be  deemed to have been made on the next
         Business Day).

                  (ii)  The  Administrative  Agent  will  promptly  cause  to be
         distributed  like funds relating to the payment of principal,  interest
         or fees ratably (other than amounts  payable  pursuant to Section 2.06,
         2.10, 2.13 or 8.04(c)) to the Banks for the account of their respective
         Applicable  Lending Offices,  and like funds relating to the payment of
         any other  amount  payable to any Bank to such Bank for the  account of
         its Applicable Lending Office, in each case to be applied in accordance
         with the terms of this Agreement.

                  (iii) Upon its  acceptance of an Assignment and Acceptance and
         recording of the information contained therein in the Register pursuant
         to Section 8.07(c), from and after the effective date specified in such
         Assignment  and  Acceptance,  the  Administrative  Agent shall make all
         payments  hereunder  and  under the Notes in  respect  of the  interest
         assigned  thereby to the Bank assignee  thereunder,  and the parties to
         such Assignment and Acceptance  shall make all appropriate  adjustments
         in such  payments for periods  prior to such  effective  date  directly
         between themselves.

                               Credit Agreement

                                       27
<PAGE>

                  (b) All  computations of interest based on the Base Rate shall
be made by the  Administrative  Agent on the basis of a year of 365 or 366 days,
as the case may be, and all  computations of interest based on the LIBO Rate and
the Federal Funds Rate and of Facility Fees and  Utilization  Fees shall be made
by the  Administrative  Agent,  and all  computations  of  interest  pursuant to
Section  2.06  shall be made by a Bank,  on the basis of a year of 360 days,  in
each case for the actual number of days  (including  the first day but excluding
the last day) occurring in the period for which such interest,  Facility Fees or
Utilization Fees are payable.  Each determination by the Administrative Agent of
an interest rate  hereunder  shall be  conclusive  and binding for all purposes,
absent manifest error.

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

                  (d) Unless the Administrative Agent shall have received notice
from the  Borrower  prior to the date on which any  payment  is due to the Banks
hereunder that a Borrower will not make such payment in full, the Administrative
Agent  may  assume  that the  Borrower  has  made  such  payment  in full to the
Administrative  Agent on such date and the Administrative Agent may, in reliance
upon such  assumption,  cause to be distributed to each Bank on such due date an
amount  equal to the amount  then due such Bank.  If and to the extent  that the
Borrower  shall  not have so made  such  payment  in full to the  Administrative
Agent,  each Bank shall repay to the  Administrative  Agent  forthwith on demand
such amount  distributed to such Bank together with interest  thereon,  for each
day from the date such  amount is  distributed  to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

                  SECTION 2.13.  Taxes.

                  (a) (i) Subject to Section  2.13(f),  any and all  payments by
         the Borrower  hereunder or under the Notes shall be made, in accordance
         with Section 2.12, free and clear of and without  deduction for any and
         all present or future taxes, levies,  imposts,  deductions,  charges or
         withholdings,  and all liabilities with respect thereto,  excluding, in
         the case of each Bank and the  Administrative  Agent,  taxes imposed on
         its net income, and franchise taxes imposed on it in lieu of net income
         taxes,  by the  jurisdiction  under the laws of which  such Bank or the
         Administrative Agent (as the case may be) is organized or any political
         subdivision  thereof  or by any  other  jurisdiction  as a result  of a
         present or former  connection  between such Bank or the  Administrative
         Agent  and  such  jurisdiction  and,  in the case of each  Bank,  taxes
         imposed on its net income, and franchise taxes imposed on it in lieu of
         net income taxes, by the jurisdiction of such Bank's Applicable Lending
         Office or any  political  subdivision  thereof  (all such  non-excluded
         taxes,  levies,   imposts,   deductions,   charges,   withholdings  and
         liabilities being hereinafter referred to as "Taxes").

                               Credit Agreement

                                       28
<PAGE>

                      (ii) If the  Borrower  shall be  required by law to deduct
         any  Taxes  from or in  respect  of any  sum  payable  by the  Borrower
         hereunder  or under any Note to any Bank or the  Administrative  Agent,
         (i) subject to Section  2.13(f),  the sum payable shall be increased as
         may  be  necessary  so  that  after  making  all  required   deductions
         (including  deductions applicable to additional sums payable under this
         Section  2.13) of Taxes such Bank or the  Administrative  Agent (as the
         case may be) receives an amount equal to the sum it would have received
         had no such deductions of Taxes been made, (ii) the Borrower shall make
         such  deductions  and (iii)  the  Borrower  shall  pay the full  amount
         deducted to the  relevant  taxation  authority  or other  authority  in
         accordance with applicable law.

                  (b) In  addition,  the  Borrower  agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made by the Borrower hereunder or
under the Notes or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or the Notes (hereinafter  referred to as "Other
Taxes").

                  (c) Subject to Section  2.13(f),  the Borrower will  indemnify
each Bank and the  Administrative  Agent  for the full  amount of Taxes or Other
Taxes (including,  without limitation,  any Taxes and Other Taxes imposed by any
jurisdiction  on amounts  payable  under this Section 2.13) paid by such Bank or
the Administrative Agent (as the case may be) in respect of Advances made to the
Borrower and any liability (including penalties,  interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made within 30
days from the date such  Bank or the  Administrative  Agent (as the case may be)
makes written demand therefor, accompanied by a calculation in reasonable detail
of the amount  demanded  and  evidence of the Taxes or Other  Taxes  (including,
without  limitation,  taxes of any kind imposed by any  jurisdiction  or amounts
payable under this Section 2.13) imposed on or paid by the Administrative  Agent
or such Bank.

                  (d) Within 30 days  after the date of any  payment of Taxes by
the Borrower,  the Borrower  will furnish to the  Administrative  Agent,  at its
address  referred to in Section  8.02,  the  original  or a certified  copy of a
receipt evidencing payment thereof.

                  (e)  Each  Bank  that is  entitled  to any  exemption  from or
reduction of  withholding  tax with respect to payments  hereunder and under the
Notes  payable to such Bank shall,  on or prior to the date of its execution and
delivery of this Agreement (in the case of each Bank that is a signatory hereto)
and on the date of the Assignment and Acceptance  pursuant to which it becomes a
Bank (in the case of each other Bank that  becomes a party  hereto  pursuant  to
Section 2.03(a), 2.16(b) or 8.07), and from time to time thereafter if requested
in writing by the Borrower (but only so long as such Bank remains  lawfully able
to do so), provide the Borrower with such documentation prescribed by applicable
law and reasonably  requested by the Borrower to permit payments by the Borrower
under  this  Agreement  and the  Notes to be made  without  withholding  or at a
reduced rate of withholding.  Each Bank hereby agrees to use reasonable  efforts
to inform

                               Credit Agreement

                                       29
<PAGE>

the  Borrower of any such  documentation  or other  requirements  of which it is
aware that may provide an exemption from or reduction in the rate of withholding
applicable  to  payments  hereunder  to such  Bank.  Notwithstanding  any  other
provision of this  Agreement to the  contrary,  Taxes shall not include (and the
Borrower  shall  not be  responsible  for):  (x)  any  taxes,  levies,  imposts,
deductions,  charges  or  withholdings  that  would be  imposed  on any  payment
hereunder  or under a Note to a Bank  under the law at the time such Bank  first
becomes a party to this  Agreement  and (y) any other  taxes,  levies,  imposts,
deductions,  charges or withholdings imposed on any payment hereunder or under a
Note other than such amounts  imposed by reason of (A) a change in law after the
date such Bank becomes a party to this Agreement or (B) a change in the location
of such Bank's Applicable Lending Office pursuant to Section 2.13(g).

                  (f) For any period with  respect to which a Bank has failed to
provide the Borrower  with the  appropriate  documentation  described in Section
2.13(e)  (other  than  if  such  failure  is due to a  change  in law  occurring
subsequent  to the date on which  documentation  originally  was  required to be
provided,  or if such  documentation  otherwise is not required  under the first
sentence of paragraph(e)(i)  or (ii) above),  such Bank shall not be entitled to
indemnification  by the Borrower  under  Section  2.13(a) or (c) with respect to
Taxes imposed by the jurisdiction  with respect to which such failure  occurred;
provided,  however,  that should a Bank become  subject to Taxes  because of its
failure to deliver  documentation  required  hereunder,  the Borrower shall take
such  steps as the Bank shall  reasonably  request to assist the Bank to recover
such Taxes.

                  (g) Any Bank claiming any additional  amounts payable pursuant
to this Section 2.13 shall use reasonable efforts  (consistent with its internal
policy and legal and regulatory  restrictions) to change the jurisdiction of its
Applicable Lending Office(s) if the making of such a change would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not,  in the  reasonable  judgment of such Bank,  be  otherwise
disadvantageous  to such  Bank.  In  addition,  each Bank  shall use  reasonable
efforts   (consistent   with  its  internal  policy  and  legal  and  regulatory
restrictions) not to change the jurisdiction of its Applicable Lending Office(s)
if the making of such a change would  increase the aggregate  amount  payable by
the Borrower pursuant to this Section 2.13.

                  SECTION  2.14.  Pro  Rata  Treatment.  Except  to  the  extent
otherwise provided herein:

                  (a) each  Borrowing  under  Section  2.01 hereof shall be made
         from the Banks pro rata according to their respective Commitments;

                  (b) each  payment of Facility  Fee and  Utilization  Fee under
         Section  2.02  shall be made for the  account  of the  Banks,  and each
         termination or reduction of the amount of the Commitments under Section
         2.03 shall be applied to the respective  Commitments of the Banks,  pro
         rata according to the amounts of their respective Commitments;

                               Credit Agreement

                                       30
<PAGE>

                  (c) LIBO Rate Advances  having the same Interest  Period shall
         be allocated  pro rata among the Banks  according  to their  respective
         Commitments;

                  (d) each payment or prepayment by the Borrower of principal of
         Advances  of any Type  shall be made for the  account  of the Banks pro
         rata in accordance with the respective  unpaid principal amounts of the
         Advances of such Type; and

                  (e) each  payment by the  Borrower  of interest on Advances of
         any  Type  shall  be made  for the  account  of the  Banks  pro rata in
         accordance  with the  amounts of interest on Advances of such Type then
         due and payable to them.

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

                  SECTION 2.16.  Extension of Maturity Date

                 (a) The  Borrower  may, by notice to the  Administrative  Agent
(which shall promptly  notify the Banks) not less than 30 days and not more than
45 days prior to the Commitment  Termination  Date then in effect hereunder (the
"Existing  Termination  Date"),  request  that the Banks  extend the  Commitment
Termination Date for an additional 364 days from the Existing  Termination Date.
Each Bank, acting in its sole discretion, shall, by notice to the Administrative
Agent  given  not more  than 30 days and not less  than the date  (the  "Consent
Date") 20 days prior to the Existing Termination Date, advise the Administrative
Agent whether or not such Bank agrees to such extension;  provided that, if such
Bank gives notice of its consent prior to the Consent  Date,  such consent shall
be revocable until the Consent Date,  whereupon it will become irrevocable;  and
provided,  further,  that each Bank that  determines  not to extend the Existing
Termination Date (a "Non-Extending  Bank") shall notify the Administrative Agent
of such fact promptly after such  determination  (but in any event no later than
the Consent Date) and any Bank that does not advise the Administrative  Agent on
or before the  Consent  Date  shall be deemed to be a  Non-Extending  Bank.  The
election of any Bank to agree to such extension (such

                               Credit Agreement

                                       31
<PAGE>

a Bank being  herein  called an  "Extending  Bank") shall not obligate any other
Bank to so agree.  Each  Extending  Bank  shall have the right to  increase  its
Commitment  pro rata in  accordance  with the  Commitments  of all the Extending
Banks who are prepared to so increase their  Commitments,  up to an amount equal
to the aggregate  amount of the  Commitments  represented  by the  Non-Extending
Banks.  The  Commitment  of each  Extending  Bank that  chooses to increase  its
Commitment  as  provided  for in  this  paragraph  (a)  shall  be  automatically
increased  on  the  date  the  Existing   Termination  Date  is  extended.   The
Administrative Agent shall notify the Borrower of the decisions of the Banks and
the amount the increase,  if any, of any Extending  Bank's  Commitment  not less
than  the  date  (the  "Determination  Date")  15  days  prior  to the  Existing
Termination Date.

         (b) Subject to paragraph  (c) of this Section (and subject to the right
of the  Extending  Banks  to  increase  their  Commitments  in  accordance  with
paragraph  (a)  above),  the  Borrower  shall  have the right  during the period
commencing on the Consent Date and ending on the  Determination  Date to replace
such  Non-Extending  Bank, up to an amount equal to the aggregate  amount of the
Commitments of the Non-Extending Banks, with, and add to this Agreement,  one or
more new banks (each, an "Additional  Commitment Bank") with the approval of the
Administrative Agent (which approval shall not be unreasonably  withheld),  each
of which  Additional  Commitment Banks shall enter into an agreement in form and
substance  satisfactory to the Borrower and the Administrative Agent pursuant to
which such  Additional  Commitment  Bank  shall,  effective  as of the  Existing
Termination Date, undertake a Commitment.

         (c) If (and only if) (i) the aggregate amount of the Commitments of the
Banks and the  Additional  Commitment  Banks  that have  agreed to so extend the
Commitment  Termination Date as of the Determination Date shall be more than 50%
of the aggregate  amount of the Commitments in effect  immediately  prior to the
Consent Date, and (ii) the Borrower shall agree in writing,  then,  effective as
of the Existing  Termination  Date,  the  Commitment  Termination  Date shall be
extended  to the date  falling  364 days  after the  Existing  Termination  Date
(provided that, if such date is not a Business Day, such  Termination Date as so
extended  shall  be  the  next  preceding  Business  Day)  and  each  Additional
Commitment  Bank  shall  thereupon  become a  "Bank"  for all  purposes  of this
Agreement.

         Notwithstanding   the   foregoing,   the   extension  of  the  Existing
Termination Date shall not be effective with respect to any Bank unless:

                  (i) no Default  shall have  occurred and be continuing on each
         of the date of the notice  requesting  such  extension,  on the Consent
         Date and on the Existing Termination Date;

                  (ii) each of the  representations  and warranties  made by the
         Borrower in Article IV (including  without  limitation Section 4.01(b))
         shall be true and  complete on and as of each of the date of the notice
         requesting   such   extension,   the  Consent  Date  and  the  Existing
         Termination Date with the same force and effect as if made on and as of
         such

                               Credit Agreement

                                       32
<PAGE>

         date  (or, if  any  such  representation  or  warranty   is   expressly
         stated to have been made as of a  specific  date,  as of such  specific
         date); and

                  (iii) each  Non-Extending Bank shall have been paid in full by
         the Borrower all amounts owing to such Bank  hereunder on or before the
         Existing Termination Date.

Even if the Commitment Termination Date is extended as aforesaid, the Commitment
of each Non-Extending Bank shall terminate on the Existing Termination Date.


                                   ARTICLE III

                              CONDITIONS OF LENDING


                  SECTION 3.01. Conditions Precedent to Initial Borrowing by the
Borrower.  The obligation of each Bank to make an Advance to the Borrower on the
occasion of the initial  Borrowing by the  Borrower is subject to the  condition
precedent that the Administrative Agent shall have received,  on or prior to the
Closing Date,  the following  documents  and  evidence,  each (unless  otherwise
specified  below) dated the date of the Closing  Date and in form and  substance
satisfactory  to  the  Administrative  Agent  and  (except  for  the  Notes)  in
sufficient copies for each Bank:

                  (a) The Notes, payable to the order of the respective Banks.

                  (b) Certified copies of the charter and by-laws (or equivalent
         documents)  of the  Borrower  and of all  corporate  authority  for the
         Borrower (including,  without limitation, board of director resolutions
         and  evidence of the  incumbency,  including  specimen  signatures,  of
         officers)  with respect to the execution,  delivery and  performance of
         this Agreement and the Notes and each other document to be delivered by
         the  Borrower  from  time  to  time  in  connection  herewith  and  the
         extensions of credit hereunder (and the  Administrative  Agent and each
         Bank may conclusively rely on such certificate until it receives notice
         in writing from the Borrower to the contrary).

                  (c) A  favorable  opinion  of  Stephanie  W.  Abramson,  Esq.,
         General Counsel for the Borrower,  substantially in the form of Exhibit
         C.

                  (d) A  favorable  opinion of Milbank,  Tweed,  Hadley & McCloy
         LLP,   special  New  York   counsel  for  the   Administrative   Agent,
         substantially in the form of Exhibit D.

                  (e)  A  certificate  of  a  senior  officer  of  the  Borrower
         certifying that (i) no Default has occurred and is continuing as of the
         date thereof,  and (ii) the representations and warranties contained in
         Section  4.01 are true and correct on and as of the date  thereof as

                               Credit Agreement

                                       33
<PAGE>
         if  made on and as of  such  date  (except  to the  extent  any of such
         representations and warranties expressly relate to an earlier date).

                  SECTION  3.02.  Conditions  Precedent to Each  Borrowing.  The
obligation  of each Bank to make an Advance on the  occasion  of each  Borrowing
(including,  without limitation, the initial Borrowing), shall be subject to the
further  conditions  precedent  that on the date of such Borrowing the following
statements  shall be true (and each of the  giving of the  applicable  Notice of
Borrowing and the acceptance by the applicable  Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

                  (a) the  representations  and warranties  contained in Section
         4.01 (not  including,  in the case of any  Borrowing  after the initial
         Borrowing  hereunder,  the  representation  and  warranty  set forth in
         Section  4.01(b)) are true and correct in all material  respects on and
         as of the date of such  Borrowing,  before and after  giving  effect to
         such  Borrowing and to the  application of the proceeds  therefrom,  as
         though  made on and as of such date  (except  to the extent any of such
         representations  and warranties  expressly  relate to an earlier date),
         and

                  (b) no Default has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds thereof.



                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  Representations  and  Warranties.  The Borrower
represents and warrants that:

                  (a) Financial Condition. The Consolidated balance sheet of the
         Borrower and its Consolidated  Subsidiaries as at December 31, 1998 and
         the related Consolidated statements of income and of cash flows for the
         fiscal year ended on such date,  reported on by  PricewaterhouseCoopers
         LLP,  copies of which  have  heretofore  been  furnished  to each Bank,
         present fairly the Consolidated financial condition of the Borrower and
         its  Consolidated  Subsidiaries  as at such date, and the  Consolidated
         results of their operations and their  Consolidated  cash flows for the
         fiscal year then ended.  All such financial  statements,  including the
         related  schedules and notes thereto,  have been prepared in accordance
         with GAAP applied  consistently  throughout the period involved (except
         as  approved  by  such  accountants  or a  Responsible  Officer  of the
         Borrower,  as the case may be, and as disclosed  therein).  Neither the
         Borrower nor any of its Consolidated  Subsidiaries had, at December 31,
         1998, any material contingent  liability or liability for taxes, or any
         long-term lease or unusual forward or long-term commitment,  including,

                               Credit Agreement

                                       34
<PAGE>

         without  limitation,  any  interest  rate or foreign  currency  swap or
         exchange   transaction,   which  is  not  reflected  in  the  foregoing
         statements or in the notes thereto.

                  (b) No Change.  Since  December  31,  1998,  there has been no
         development  or event which has had or could  reasonably be expected to
         have a Material Adverse Effect.

                  (c) Existence;  Compliance  with Law. The Borrower (i) is duly
         organized and validly  existing and in good standing  under the laws of
         the State of Delaware, (ii) has the power and authority,  and the legal
         right,  to own and  operate  its  Property,  to lease the  Property  it
         operates as lessee and to conduct the business in which it is currently
         engaged,  (iii) is duly qualified as a foreign organization and in good
         standing under the laws of each jurisdiction where its ownership, lease
         or operation of Property or the conduct of its business  requires  such
         qualification,  except where the failure to be so  qualified  and/or in
         good standing could not,  individually or in the aggregate,  reasonably
         be  expected  to  have  a  Material  Adverse  Effect,  and  (iv)  is in
         compliance  with all  Requirements of Law except to the extent that the
         failure  to  comply  therewith  could  not,   individually  or  in  the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (d) Corporate Power;  Authorization;  Enforceable Obligations.
         The Borrower has the power and authority, and the legal right, to make,
         deliver and perform  this  Agreement  and to borrow  hereunder  and has
         taken all necessary action to authorize the borrowings on the terms and
         conditions  of  this  Agreement  and the  Notes  and to  authorize  the
         execution,  delivery and performance of this Agreement and the Notes to
         which it is a party.  No  consent or  authorization  of,  filing  with,
         notice to or other act by or in  respect  of  (including  any  exchange
         control  approval),  any Governmental  Authority or any other Person is
         required  in  connection  with  the  borrowings  hereunder  or with the
         execution,  delivery,  performance,  validity or enforceability of this
         Agreement or the Notes. This Agreement has been, and the Notes to which
         it is a party will be, duly  executed  and  delivered  on behalf of the
         Borrower.  This Agreement  constitutes,  and the Notes to which it is a
         party when executed and delivered will constitute, the legal, valid and
         binding obligations of the Borrower enforceable against the Borrower in
         accordance  with their  terms,  subject to the  effects of  bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws  relating to or  affecting  creditors'  rights  generally,
         general  equitable  principles  (whether  considered in a proceeding in
         equity  or at law)  and an  implied  covenant  of good  faith  and fair
         dealing.

                  (e) No Legal Bar. The execution,  delivery and  performance by
         the Borrower of this Agreement and the Notes, the Borrowings  hereunder
         and the use of the proceeds thereof will not violate any Requirement of
         Law  or  Contractual  Obligation  of  the  Borrower  or of  any  of its
         Subsidiaries  and will not  result  in, or  require,  the  creation  or
         imposition  of any  Lien on any of its or their  respective  Properties
         pursuant to any such Requirement of Law or Contractual Obligation.

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<PAGE>

                  (f) No Material  Litigation.  No litigation,  investigation or
         proceeding  of or before any  arbitrator or  Governmental  Authority is
         pending or, to the knowledge of the Borrower,  threatened by or against
         the Borrower or any of its  Subsidiaries or against any of its or their
         respective  Properties (i) with respect to any of this  Agreement,  the
         Notes or any of the transactions contemplated hereby or thereby or (ii)
         which could reasonably be expected to have a Material Adverse Effect.

                  (g)  No  Default.   Neither  the   Borrower  nor  any  of  its
         Subsidiaries  is in  default  under  or  with  respect  to  any  of its
         Contractual  Obligations  in any  respect  which  could  reasonably  be
         expected to have a Material Adverse Effect. No Default has occurred and
         is continuing.

                  (h) Ownership of Properties;  Liens.  The Borrower and each of
         its  Subsidiaries has good record and marketable title in fee simple to
         all  real  Property  owned  by it and  the  Borrower  and  each  of its
         Subsidiaries  has a valid leasehold  interest or occupancy  rights with
         respect  to all  real  Property  leased  or  occupied  pursuant  to the
         Material Leases, and none of such owned real Property is subject to any
         Lien except Liens permitted by Section  5.02(b).  The Borrower and each
         of its  Subsidiaries  has  such  title  to  their  respective  personal
         Property,  tangible and  intangible,  as is necessary to conduct  their
         respective  businesses in the same manner as such  businesses have been
         conducted,  and none of such  Property is subject to any Lien except as
         permitted by Section 5.02(b).

                  (i)  Intellectual  Property.  The  Borrower  and  each  of its
         Subsidiaries  owns, or is licensed to use, all trademarks,  tradenames,
         copyrights,  technology,  know-how  and  processes  necessary  for  the
         conduct of its  business  as  currently  conducted  (the  "Intellectual
         Property")  except for those the failure to own or license  which could
         not, individually or in the aggregate, reasonably be expected to have a
         Material  Adverse Effect.  No claim has been asserted and is pending by
         any Person challenging or questioning the use by the Borrower or any of
         its Subsidiaries of any such  Intellectual  Property or the validity or
         effectiveness of any such Intellectual  Property, nor does the Borrower
         know of any valid basis for any such claim,  except for any such claims
         which  could  not,  individually  or in the  aggregate,  reasonably  be
         expected  to  have  a  Material   Adverse  Effect.   The  use  of  such
         Intellectual  Property by the  Borrower and its  Subsidiaries  does not
         infringe  on the  rights of any  Person,  except  for such  claims  and
         infringements  that,  individually  or  in  the  aggregate,  could  not
         reasonably be expected to have a Material Adverse Effect.

                  (j)  No  Burdensome  Restrictions.  No  Requirement  of Law or
         Contractual  Obligation  of  the  Borrower  or  any  of  its  Operating
         Subsidiaries  could  reasonably be expected to have a Material  Adverse
         Effect.

                  (k) Taxes. The Borrower and each of its Subsidiaries has filed
         or caused to be filed all tax returns  which,  to the  knowledge of the
         Borrower,  are  required to be filed and has paid all taxes shown to be
         due and payable on said returns or on any  assessments

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<PAGE>

         made against it or any of its  Property  and all other  taxes,  fees or
         other charges imposed on it or any of its Property by any  Governmental
         Authority (other than any such taxes,  fees or other charges the amount
         or validity of which are  currently  being  contested  in good faith by
         appropriate   proceedings   and  with  respect  to  which  reserves  in
         conformity with GAAP have been provided on the books of the Borrower or
         its  Subsidiaries,  as the case may be, and other  than where  failures
         timely  and  properly  to  file  could  not,  individually  or  in  the
         aggregate,  reasonably be expected to have a Material  Adverse Effect);
         no tax Lien has been filed,  and, to the knowledge of the Borrower,  no
         claim is being  asserted,  with  respect to any such tax,  fee or other
         charge (other than, such Liens,  taxes, fees and other charges as could
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect).

                  (l)  Margin  Regulations.  No  part  of  the  proceeds  of any
         Advances will be used for "purchasing" or "carrying" any "margin stock"
         within  the  respective  meanings  of each of the  quoted  terms  under
         Regulation U of the Board of Governors of the Federal Reserve System as
         now and from time to time hereafter in effect.

                  (m)  ERISA.  Neither a  Reportable  Event nor an  "accumulated
         funding  deficiency"  (within the meaning of Section 412 of the Code or
         Section 302 of ERISA) has occurred during the five-year period prior to
         the date on which  this  representation  is made or  deemed  made  with
         respect to any Plan or is reasonably  expected to occur,  and each Plan
         has complied in all material respects with the applicable provisions of
         ERISA  and the  Code.  No  termination  of a Single  Employer  Plan has
         occurred,  no Lien in favor of the  PBGC or a Plan has  arisen,  during
         such  five-year  period,  and neither  the  Borrower  nor any  Commonly
         Controlled  Entity has  received  any notice  relating  to an intent to
         terminate any such Single Employer Plan or impose any such Lien. Except
         as set forth on Schedule I, the present  value of all accrued  benefits
         under each Single  Employer Plan (based on those  assumptions  used for
         purposes of  Statement of Financial  Accounting  Standards  No. 87) did
         not,  as of the last annual  valuation  date prior to the date on which
         this  representation  is made or deemed  made,  exceed the fair  market
         value of the assets of such Plan  allocable to such  accrued  benefits.
         Neither  the  Borrower  nor any  Commonly  Controlled  Entity has had a
         complete or partial withdrawal from any Multiemployer Plan, and neither
         the Borrower nor any Commonly Controlled Entity would become subject to
         any  liability  under  ERISA  if  the  Borrower  or any  such  Commonly
         Controlled  Entity were to withdraw  completely from all  Multiemployer
         Plans as of the valuation date most closely preceding the date on which
         this  representation  is made or deemed  made.  No filing has been made
         pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
         application  for waiver of the minimum  funding  standard of any Single
         Employer  Plan.  No such  Multiemployer  Plan is in  Reorganization  or
         Insolvent.

                  (n) Investment Company Act; Other Regulations. The Borrower is
         not  an  "investment   company",   or  a  company  "controlled"  by  an
         "investment company",  within the meaning of the Investment Company Act
         of 1940, as amended.  The Borrower is not subject to  regulation  under
         any United States  Federal or state  statute or regulation  (other

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                                       37
<PAGE>

         than  Regulation  X of the Board of  Governors  of the Federal  Reserve
         System) which limits its ability to incur Debt.

                  (o) Use of Proceeds. The proceeds of the Advances will be used
         by the Borrower (i) for acquisitions that are not Hostile  Acquisitions
         in accordance with Section 5.02(c) and (ii) for other general corporate
         purposes.

                  (p)  Environmental Matters.

                           (i) To  the  best  knowledge  of  the  Borrower,  the
                  facilities  and  Property  owned,  leased or  operated  by the
                  Borrower  or  any  of  its   Subsidiaries   (the   "Applicable
                  Properties")   do  not  contain,   and  have  not   previously
                  contained,  any Materials of Environmental  Concern in amounts
                  or  concentrations  which  (x)  constitute  or  constituted  a
                  violation of, or (y) could reasonably be expected to give rise
                  to liability  under, any  Environmental  Law, except in either
                  case  insofar  as  such   violation  or   liability,   or  any
                  aggregation thereof,  could not reasonably be expected to have
                  a Material Adverse Effect.

                           (ii)  To the  best  knowledge  of the  Borrower,  the
                  Applicable  Properties  and all  operations at the  Applicable
                  Properties are in compliance,  and have in the last five years
                  been  in  compliance,   in  all  material  respects  with  all
                  applicable  Environmental  Laws, and there is no contamination
                  at,  under  or  about  the  Properties  or  violation  of  any
                  Environmental Law with respect to the Applicable Properties or
                  the   business   operated  by  the  Borrower  or  any  of  its
                  Subsidiaries (the  "Business"),  except in either case insofar
                  as any such noncompliance,  contamination or violation, or any
                  aggregation thereof,  could not reasonably be expected to have
                  a Material Adverse Effect.

                           (iii)   Neither   the   Borrower   nor   any  of  its
                  Subsidiaries  has  received any notice of  violation,  alleged
                  violation,  non-compliance,  liability or potential  liability
                  regarding    environmental    matters   or   compliance   with
                  Environmental  Laws  with  regard  to any  of  the  Applicable
                  Properties  or  the  Business,  nor  does  the  Borrower  have
                  knowledge  or reason to believe  that any such  notice will be
                  received or is being threatened, except insofar as such notice
                  or threatened  notice, or any aggregation  thereof,  could not
                  reasonably be expected to have a Material Adverse Effect.

                           (iv) Materials of Environmental Concern have not been
                  transported or disposed of from the  Applicable  Properties in
                  violation  of, or in a manner  or to a  location  which  could
                  reasonably  be expected to give rise to liability  under,  any
                  Environmental  Law, nor have any  Materials  of  Environmental
                  Concern been generated,  treated, stored or disposed of at, on
                  or under any of the Applicable  Properties in violation of, or
                  in a manner that could  reasonably be expected to give rise to
                  liability  under,  any applicable  Environmental  Law,  except
                  insofar as

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                                       38
<PAGE>

                  any such violation or liability referred to in this paragraph,
                  or any aggregation  thereof,  could not reasonably be expected
                  to have a Material Adverse Effect.

                           (v)  No  judicial   proceeding  or   governmental  or
                  administrative  action is pending or, to the  knowledge of the
                  Borrower, threatened, under any Environmental Law to which the
                  Borrower or any of its  Subsidiaries  is or will be named as a
                  party  with  respect  to  the  Applicable  Properties  or  the
                  Business,  nor are there any consent decrees or other decrees,
                  consent  orders,  administrative  orders or other  orders,  or
                  other  administrative  or  judicial  requirements  outstanding
                  under any  Environmental  Law with  respect to the  Applicable
                  Properties or the Business, except insofar as such proceeding,
                  action, decree, order or other requirement, or any aggregation
                  thereof,  could not  reasonably be expected to have a Material
                  Adverse Effect.

                           (vi) To the best knowledge of the Borrower, there has
                  been  no  release  or  threat  of  release  of   Materials  of
                  Environmental  Concern at or from the  Properties,  or arising
                  from or  related  to the  operations  of the  Borrower  or any
                  Subsidiary in  connection  with the  Applicable  Properties or
                  otherwise in connection with the Business,  in violation of or
                  in amounts or in a manner that could  reasonably  give rise to
                  liability under Environmental Laws, except insofar as any such
                  violation or liability  referred to in this paragraph,  or any
                  aggregation thereof,  could not reasonably be expected to have
                  a Material Adverse Effect.

                  (q)  Accuracy of  Information.  No  statement  or  information
         contained in this  Agreement,  or any other  document,  certificate  or
         written statement furnished to the Administrative Agent or the Banks or
         any of them, by or on behalf of the Borrower for use in connection with
         the  transactions  contemplated by this Agreement  (including,  without
         limitation,  any financial  information  furnished  pursuant to Section
         5.01(a)),  taken as a whole,  contained as of the date such  statement,
         information,   document,   certificate  or  written  statement  was  so
         furnished any untrue statement of a material fact or omitted to state a
         material  fact  necessary  in order to make  the  statements  contained
         herein or therein in light of the  circumstances in which they were was
         made  not   misleading.   The   projections  and  pro  forma  financial
         information,  if any,  contained in the materials  referenced above are
         based upon good faith estimates and assumptions  believed by management
         of the Borrower to be reasonable at the time made, it being  recognized
         by the Banks that such  financial  information  as it relates to future
         events is not to be viewed as fact and that actual  results  during the
         period or periods covered by such financial information may differ from
         the projected results set forth therein.  There is no fact known to the
         Borrower that could  reasonably be expected to have a Material  Adverse
         Effect that has not been  expressly  disclosed  herein or in such other
         documents,   certificates  and  written  statements  furnished  to  the
         Administrative Agent for the benefit of the Banks for use in connection
         with the transactions contemplated hereby.

                  (r)  Insurance.  The Borrower and its  Operating  Subsidiaries
         maintain  with  financially  sound and  reputable  insurance  companies
         insurance  on (or,  to the  extent

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                                       39
<PAGE>

         consistent with prudent business practice,  a program of self-insurance
         with respect to) all their  respective  Property and  operations  in at
         least such  amounts and against at least such risks (but  including  in
         any  event   public   liability,   product   liability   and   business
         interruption)  as are usually  insured against in the same general area
         by companies engaged in the same or a similar business.

                  (s) Year 2000.  The Borrower has reviewed its  operations  and
         those of its  Subsidiaries  with a view to assessing  whether it or its
         Subsidiaries' respective businesses will, in the receipt, transmission,
         processing,  manipulation,  storage, retrieval, retransmission or other
         utilization  of data,  be vulnerable to a Year 2000 Problem (as defined
         below).  Based on such  review,  the  Borrower has no reason to believe
         that a Material  Adverse Effect could  reasonably be expected to result
         from a Year 2000 Problem.  For purposes of this  paragraph  (s),  "Year
         2000 Problem"  means any  significant  risk that  computer  hardware or
         software  used in the business or  operations of the Borrower or any of
         its  Subsidiaries  will  not,  in the  case of  dates  or time  periods
         occurring after December 31, 1999,  function at least as effectively as
         in the case of dates or time  periods  occurring  prior to December 31,
         1999.

                  (t) Ranking. The payment obligations of the Borrower hereunder
         and under the Notes are and will at all times be unconditional,  senior
         unsecured and unsubordinated  general obligations of the Borrower,  and
         rank and will at all  times  rank at least  pari  passu  with all other
         present and future unsecured and unsubordinated Debt of the Borrower.


                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants.  So long as any principal
of or interest on any Advance or any Note or any other amount payable  hereunder
shall remain  outstanding or any Bank shall have any Commitment  hereunder,  the
Borrower covenants and agrees that:

                  (a)  Financial  Statements;   Compliance   Certificates.   The
         Borrower will furnish to the Administrative Agent and each Bank:

                           (i) as soon as available, but in any event within 100
                  days after the end of each fiscal year of the Borrower, a copy
                  of the  Consolidated  balance  sheet of the  Borrower  and its
                  Consolidated  Subsidiaries  as at the end of such year and the
                  related   Consolidated   statements  of  income  and  retained
                  earnings  and of cash  flows for such year,  setting  forth in
                  each case in  comparative  form the figures  for the  previous
                  year,   reported   on  without  a  "going   concern"  or  like
                  qualification or exception,  or  qualification  arising out of
                  the scope of the audit, by PricewaterhouseCoopers LLP or other
                  independent   certified   public   accountants  of  nationally
                  recognized standing; and

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                                       40
<PAGE>

                           (ii) as soon as available, but in any event not later
                  than 50 days after the end of each of the first three quarters
                  of  each  fiscal   year  of  the   Borrower,   the   unaudited
                  Consolidated   balance   sheet   of  the   Borrower   and  its
                  Consolidated  Subsidiaries  as at the end of such  quarter and
                  the related  unaudited  Consolidated  statements of income and
                  retained  earnings  and of cash flows of the  Borrower and its
                  Consolidated  Subsidiaries for such quarter and the portion of
                  the fiscal year through the end of such quarter, setting forth
                  in each case in comparative  form the figures for the previous
                  year,  certified by a  Responsible  Officer of the Borrower as
                  being  fairly  stated in all  material  respects  (subject  to
                  normal year-end audit adjustments);

         all such  financial  statements  shall be  complete  and correct in all
         material  respects  and shall be prepared in  reasonable  detail and in
         accordance  with  GAAP  applied  consistently  throughout  the  periods
         reflected  therein and with prior  periods  (except as approved by such
         accountants or officer, as the case may be, and disclosed therein).

                  (b) Certificates; Other Information. The Borrower will furnish
         to the Administrative Agent and each Bank:

                           (i)  concurrently  with the delivery of the financial
                  statements referred to in Section 5.01(a)(i), a certificate of
                  the independent certified public accountants reporting on such
                  financial  statements  stating that in making the  examination
                  necessary  therefor no knowledge  was obtained of any Default,
                  except as specified in such certificate;

                           (ii)  concurrently with the delivery of the financial
                  statements  referred to in  Sections  5.01(a)(i)  and (ii),  a
                  certificate  of a  Responsible  Officer of the  Borrower,  (x)
                  stating  that,  to the  best  of  such  Responsible  Officer's
                  knowledge,  during such period the  Borrower  has  observed or
                  performed  all of its  covenants  and  other  agreements,  and
                  satisfied every  condition,  contained in this Agreement to be
                  observed,   performed  or  satisfied  by  it,  and  that  such
                  Responsible  Officer has  obtained no knowledge of any Default
                  except as specified in such  certificate and (y) setting forth
                  in reasonable  detail the  calculations  required to determine
                  compliance with Section 5.03, together with, in the event that
                  there is any change in GAAP  subsequent to the date hereof,  a
                  reconciliation   of  the   calculations   used  to   determine
                  compliance  with  Section  5.03  to the  financial  statements
                  delivered in connection with such certificate;

                           (iii)  within  five  days  after  the same are  sent,
                  copies  of all  financial  statements  and  reports  which the
                  Borrower sends to the holders of its capital stock  generally,
                  and within  five days after the same are filed,  copies of all
                  financial  statements  and reports which the Borrower may make
                  to, or file with, the

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<PAGE>

                  Securities  and  Exchange   Commission  or  any  successor  or
                  analogous Governmental Authority;

                           (iv)  concurrently with the delivery of the financial
                  statements referred to in Sections 5.01(a)(i) and (ii), in the
                  event  that any  Subsidiary  of the  Borrower  has  become  an
                  Operating Subsidiary or any Operating Subsidiary has ceased to
                  constitute  an Operating  Subsidiary,  in each case during the
                  immediately  preceding  fiscal quarter (or, in the case of the
                  financial  statements referred to in Section  5.01(a)(i),  the
                  fourth fiscal quarter), a notice thereof; and

                           (v)  promptly,  such  additional  financial and other
                  information as the  Administrative  Agent or any Bank may from
                  time to time reasonably request.

                  (c) Payment of Obligations.  The Borrower will, and will cause
         each of its  Operating  Subsidiaries  to, pay,  discharge  or otherwise
         satisfy at or before maturity or before they become delinquent,  as the
         case may be, all its obligations of whatever  nature,  except where the
         amount  or  validity  thereof  is  being  contested  in good  faith  by
         appropriate  proceedings  and reserves in conformity  with GAAP (or, in
         the  case  of  a  Foreign  Operating  Subsidiary,   generally  accepted
         accounting  principles  in effect in the  relevant  jurisdiction)  with
         respect  thereto have been provided on the books of the Borrower or its
         Operating  Subsidiaries,  as the case may be,  and except to the extent
         that  the  failure  to so  pay,  discharge  or  otherwise  satisfy  its
         obligations could not, individually or in the aggregate,  reasonably be
         expected to have a Material Adverse Effect.

                  (d)  Conduct  of  Business  and   Maintenance   of  Existence;
         Compliance with  Contractual  Obligations and  Requirements of Law. The
         Borrower  will, and will cause each of its Operating  Subsidiaries  to,
         (i)  continue  to  engage  in  business  of the  same  general  type as
         conducted by the Borrower and its  Operating  Subsidiaries  on the date
         hereof,  together with such other businesses as are reasonably  related
         or complementary  thereto, (ii) preserve,  renew and keep in full force
         and effect its corporate  existence  except (x) as otherwise  permitted
         pursuant  to  Section  5.02(c)  and  (y)  solely  with  respect  to its
         Operating   Subsidiaries   and  other  than  by  reason  of  a  merger,
         consolidation, amalgamation, liquidation, winding up or dissolution, if
         failure  to do so would not be  adverse  to the  Banks in any  material
         respect,  (iii) take all  reasonable  action to  maintain  all  rights,
         privileges  and  franchises  necessary  in the  normal  conduct  of its
         business except as otherwise  permitted pursuant to Section 5.02(c) and
         except if  failure  to do so would not be  adverse  to the Banks in any
         material respect, and (iv) comply with all Contractual  Obligations and
         Requirements  of Law  except  to the  extent  that  failure  to  comply
         therewith could not,  individually  or in the aggregate,  reasonably be
         expected to have a Material Adverse Effect.

                  (e) Maintenance of Property; Insurance. The Borrower will, and
         will cause each of its Operating Subsidiaries to, (i) keep all material
         Property useful and necessary in its business in good working order and
         condition  (ordinary  wear  and  tear  excepted),  (ii)

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<PAGE>

         maintain  with  financially  sound and  reputable  insurance  companies
         insurance  on (or,  to the  extent  consistent  with  prudent  business
         practice, a program of self-insurance with respect to) all its Property
         and operations in at least such amounts and against at least such risks
         (but  including in any event public  liability,  product  liability and
         business  interruption)  as are  usually  insured  against  in the same
         general  area by companies  engaged in the same or a similar  business,
         and (iii)  furnish  to the  Administrative  Agent and each  Bank,  upon
         written request, full information as to the insurance carried.

                  (f)  Inspection of Property;  Books and Records;  Discussions.
         The Borrower  will,  and will cause each of its Operating  Subsidiaries
         to, keep proper  books of records and account in  conformity  with GAAP
         (or, in the case of a Foreign Operating Subsidiary,  generally accepted
         accounting   principles   in  effect  or   applied   in  the   relevant
         jurisdiction)  and all Requirements of Law; and permit  representatives
         of any Bank to visit and  inspect any of its  Property  and examine and
         make abstracts from any of its books and records at any reasonable time
         and as often as may  reasonably be desired and to discuss the business,
         operations,  Property and financial and other condition of the Borrower
         and its  Subsidiaries  with  officers and employees of the Borrower and
         its Subsidiaries and with its independent certified public accountants.

                  (g) Notices.  The Borrower  will  promptly  give notice to the
         Administrative Agent and each Bank of:

                           (i)  the occurrence of any Default;

                           (ii) any (x)  default or event of  default  under any
                  Contractual   Obligation   of  the  Borrower  or  any  of  its
                  Subsidiaries  which  could  reasonably  be  expected to have a
                  Material  Adverse Effect or (y) litigation,  investigation  or
                  proceeding  which may exist at any time as to which there is a
                  reasonable  possibility of an adverse  determination and which
                  if adversely determined,  could reasonably be expected to have
                  a Material Adverse Effect;

                           (iii) the following  events,  as soon as possible and
                  in any event  within 30 days after the  Borrower  knows or has
                  reason  to  know  thereof:  (x)  the  occurrence  or  expected
                  occurrence of any Reportable Event with respect to any Plan, a
                  failure  to make  any  required  contribution  to a Plan,  the
                  creation  of any  Lien in  favor  of the PBGC or a Plan or any
                  withdrawal  from,  or  the  termination,   Reorganization   or
                  Insolvency of, any  Multiemployer  Plan or (y) the institution
                  of  proceedings  or the taking of any other action by the PBGC
                  or the  Borrower  or any  Commonly  Controlled  Entity  or any
                  Multiemployer Plan with respect to the withdrawal from, or the
                  terminating, Reorganization or Insolvency of, any Plan; and

                           (iv) any development or event which could  reasonably
                  be expected to have a Material Adverse Effect.

                               Credit Agreement

                                       43
<PAGE>

         Each  notice  pursuant to this  subsection  shall be  accompanied  by a
         statement  of a  Responsible  Officer  of the  Borrower  setting  forth
         details of the  occurrence  referred to therein and stating what action
         the  relevant  Borrower or  Subsidiary  proposes  to take with  respect
         thereto.

                  (h) Environmental Laws. The Borrower will, and will cause each
         of its Operating Subsidiaries to:

                           (i) comply with, and ensure compliance by all tenants
                  and  subtenants,  if any, with,  all applicable  Environmental
                  Laws and obtain and comply with and maintain,  and ensure that
                  all  tenants  and  subtenants   obtain  and  comply  with  and
                  maintain,  any and  all  licenses,  approvals,  notifications,
                  registrations or permits required by applicable  Environmental
                  Laws, except in any such case to the extent that failure to do
                  so could not, individually or in the aggregate,  be reasonably
                  expected to have a Material Adverse Effect; and

                           (ii)  conduct  and   complete   all   investigations,
                  studies,  sampling and testing, and all remedial,  removal and
                  other actions required under Environmental Laws, except to the
                  extent that the failure to do so could not, individually or in
                  the  aggregate,  reasonably  be  expected  to have a  Material
                  Adverse Effect, and promptly comply with all lawful orders and
                  directives   of   all   Governmental   Authorities   regarding
                  Environmental  Laws,  except to the  extent  that the same are
                  being  contested in good faith by appropriate  proceedings and
                  the  pendency  of such  proceedings  could  not be  reasonably
                  expected to have a Material Adverse Effect.

                  (i)  Governmental  Authorizations.  The Borrower will promptly
         from time to time  obtain  and  maintain  in full  force and effect all
         consents  or  authorizations  of, or  approvals  by,  any  Governmental
         Authority  necessary  under the laws of each  jurisdiction  under whose
         laws it is  organized or in which it is  domiciled  for the  execution,
         delivery and performance by it of this Agreement and the Notes.

                  (j) Ranking.  The Borrower  will  promptly take all actions as
         may be necessary to ensure that the payment obligations of the Borrower
         under  this  Agreement  and  the  Notes  will at all  times  constitute
         unconditional,  senior unsecured and unsubordinated general obligations
         of the Borrower  ranking at least pari passu with all other present and
         future unsecured and unsubordinated Debt of the Borrower.


                  SECTION 5.02. Negative Covenants.  So long as any principal of
or  interest on any Advance or any Note or any other  amount  payable  hereunder
shall remain  outstanding or any Bank shall have any Commitment  hereunder,  the
Borrower covenants and agrees that:

                               Credit Agreement

                                       44
<PAGE>

                  (a)  Subsidiary  Debt. The Borrower will not permit any of its
         Subsidiaries  to create,  incur,  assume or at any time be liable  with
         respect to any Debt, except for:

                           (i) Debt  incurred  pursuant to the Credit  Agreement
                  dated as of May 8, 1998  among the  Borrower,  certain  of the
                  Borrower's Subsidiaries, the banks party thereto and Citibank,
                  N.A., as Administrative Agent;

                           (ii) Debt  outstanding  on December  31, 1998 and any
                  refinancings, renewals, extensions or refundings thereof which
                  do not increase the aggregate principal amount thereof;

                           (iii)  Debt  owing  to  the   Borrower  or  to  other
                  Wholly-Owned Subsidiaries of the Borrower; and

                           (iv) additional Debt in an aggregate principal amount
                  for all Subsidiaries at any one time outstanding not exceeding
                  $200,000,000.

                  (b) Liens.  The Borrower  will not, and will not permit any of
         its Subsidiaries to, create,  incur, assume or suffer to exist any Lien
         of any kind upon or in any of their  respective  Property,  whether now
         owned or hereafter acquired, except for:

                           (i)  Liens  for  taxes not yet due or which are being
                  contested in good faith by appropriate  proceedings,  provided
                  that adequate  reserves with respect thereto are maintained on
                  the books of the Borrower or its Subsidiaries, as the case may
                  be, in  conformity  with  GAAP  (or,  in the case of a Foreign
                  Operating Subsidiary, generally accepted accounting principles
                  in the relevant jurisdiction);

                           (ii)    carriers',    warehousemen's,     mechanics',
                  materialmen's,  repairmen's or other like Liens arising in the
                  ordinary course of business which are not overdue for a period
                  of more  than 60 days or which  are  being  contested  in good
                  faith by appropriate proceedings or which are bonded;

                           (iii) pledges or deposits in connection with workers'
                  compensation, unemployment insurance and other social security
                  legislation  and  deposits  securing  liability  to  insurance
                  carriers under insurance or self-insurance arrangements;

                           (iv)  deposits  to secure  the  performance  of bids,
                  trade  contracts  (other  than for  borrowed  money),  leases,
                  statutory  obligations,  surety and appeal bonds,  performance
                  bonds and other  obligations of a like nature  incurred in the
                  ordinary course of business;

                           (v) easements, rights-of-way,  restrictions and other
                  similar  encumbrances  incurred  in  the  ordinary  course  of
                  business  which,  in the  aggregate,  are not

                               Credit Agreement

                                       45
<PAGE>

                  substantial in amount and which do not in any case  materially
                  detract  from the value of the  Property  subject  thereto  or
                  materially interfere with the ordinary conduct of the business
                  of the Borrower or such Subsidiary;

                           (vi)  Liens  securing  Debt of the  Borrower  and its
                  Subsidiaries  incurred to finance the  acquisition of fixed or
                  capital assets,  provided that (x) such Liens shall be created
                  substantially  simultaneously  with  the  acquisition  of such
                  fixed or  capital  assets,  (y) such  Liens do not at any time
                  encumber any Property other than the Property financed by such
                  Debt and (z) the principal  amount of Debt secured by any such
                  Lien  shall at no time  exceed an amount  equal to 100% of the
                  original purchase price of such Property;

                           (vii)  Liens on the  Property of a  corporation  that
                  becomes a Subsidiary after the date hereof, provided that such
                  Liens existed at the time such corporation became a Subsidiary
                  and were not created in anticipation thereof;

                           (viii) any Lien  renewing,  extending,  refunding  or
                  refinancing  any Lien  permitted by clause (vi) or (vii) above
                  or (xii) below,  provided  that the  principal  amount of Debt
                  secured  by such Lien is not  increased,  and such Lien is not
                  extended to other Property;

                           (ix)  Liens on  Property  of a  Subsidiary  to secure
                  obligations  of such  Subsidiary  to the  Borrower  or another
                  Subsidiary;

                           (x) judgment  Liens,  so long as the finality of such
                  judgment  is  being  actively   contested  in  good  faith  by
                  appropriate proceedings and execution thereon is stayed;

                           (xi) other Liens  securing  Debt,  provided  that the
                  aggregate  principal  amount of Debt of the  Borrower  and its
                  Subsidiaries  secured by such Liens  permitted  by this clause
                  (xi) does not at any time exceed $25,0000,000; and

                           (xii)  Liens set forth in Schedule II;

                  provided,  however,  that no Lien  otherwise  permitted  under
                  clause (vi),  (vii),  (viii) or (xi) hereof shall be permitted
                  if such Lien  secures  Debt  which is  prohibited  under  this
                  Agreement.

                  (c) Fundamental  Changes.  The Borrower will not, and will not
         permit any of its Subsidiaries to, enter into any merger, consolidation
         or  amalgamation,  or  liquidate,  wind up or  dissolve  (or suffer any
         liquidation or dissolution),  or convey, sell, lease, assign,  transfer
         or otherwise  dispose of (each a "Transfer"),  all or substantially all
         of their respective Property, except that:

                               Credit Agreement

                                       46
<PAGE>

                           (i) any  Subsidiary  of the  Borrower  may be merged,
                  consolidated   or  amalgamated   with  or  into  the  Borrower
                  (provided  that  the  Borrower  shall  be  the  continuing  or
                  surviving  corporation)  or with or into any one or more other
                  Subsidiaries of the Borrower;

                           (ii) any  Subsidiary  of a  Borrower  may  liquidate,
                  wind-up  or  dissolve  if  such  liquidation,   winding-up  or
                  dissolution is in the best interests of the Borrower and would
                  not be adverse to the  interests  of the Banks in any material
                  respect;

                           (iii) any  Subsidiary  of a Borrower may Transfer any
                  or  all  of  its  Property  (upon  voluntary   liquidation  or
                  otherwise)  to the  Borrower  or any other  Subsidiary  of the
                  Borrower;

                           (iv) the  Borrower and any  Subsidiary  of a Borrower
                  may merge,  consolidate or amalgamate  with or into, any other
                  Person  provided  that  (x)  both  immediately  prior  to such
                  merger,  consolidation or amalgamation and after giving effect
                  thereto,  no  Default  shall  exist,  (y)  in  the  Borrower's
                  reasonable  judgment,  a  Default  under  Section  5.03 is not
                  likely  to  occur  on  the  last  day of  the  fiscal  quarter
                  immediate    succeeding   such   merger,    consolidation   or
                  amalgamation and (z) in the case of a merger, consolidation or
                  amalgamation involving the Borrower, the Borrower shall be the
                  continuing  or  surviving  corporation  and in the  case  of a
                  merger consolidation or amalgamation involving any Subsidiary,
                  such   Subsidiary   shall  be  the   continuing  or  surviving
                  corporation;

                           (v)  the  Borrower  and  its  Subsidiaries  may  make
                  Investments permitted by Section 5.02(d);

                           (vi) the Borrower and its  Subsidiaries  may Transfer
                  obsolete  or  worn-out  Property  in the  ordinary  course  of
                  business;

                           (vii) the Borrower and its  Subsidiaries may Transfer
                  Property  for not less than fair market  value in the ordinary
                  course of business, provided that the aggregate purchase price
                  for all such  Transfers by the  Borrower and its  Subsidiaries
                  after the date hereof shall not exceed $100,000,000;

                           (viii) the  Borrower  and its  Subsidiaries  may sell
                  inventory in the ordinary course of business;

                           (ix) the  Borrower and its  Subsidiaries  may sell or
                  discount without recourse accounts  receivable  arising in the
                  ordinary  course of business in connection with the compromise
                  or collection thereof; and

                           (x) the  Borrower and its  Subsidiaries  may sell the
                  New York Real Property for not less than fair market value.

                               Credit Agreement

                                       47
<PAGE>

                  (d)  Loans,  Advances,   Acquisitions  and  Liabilities.   The
         Borrower will not, and will not permit any of its Subsidiaries to, make
         any advance,  loan,  extension of credit or capital contribution to, or
         purchase any stock, bonds, notes,  debentures or other securities of or
         any  Property  constituting  a  business  unit of,  or make  any  other
         investment in, any Person ("Investments"), except:

                           (i) extensions of trade credit in the ordinary course
                  of business;

                           (ii)  investments in Cash Equivalents;

                           (iii) the Borrower and any Subsidiary of the Borrower
                  may  consummate  any   Acquisition   provided  that  (w)  both
                  immediately  prior to such Acquisition and after giving effect
                  thereto,  no  Default  shall  exist,  (x)  in  the  Borrower's
                  reasonable  judgment,  a  Default  under  Section  5.03 is not
                  likely  to  occur  on  the  last  day of  the  fiscal  quarter
                  immediate  succeeding such Acquisition,  (y) in the case of an
                  Acquisition involving the Borrower,  the Borrower shall be the
                  continuing  or  surviving  corporation  and in the  case of an
                  Acquisition involving any Subsidiary, such Subsidiary shall be
                  the  continuing  or  surviving   corporation,   and  (z)  such
                  Acquisition is not a Hostile Acquisition;

                           (iv) loans and  advances to employees of the Borrower
                  and its Subsidiaries for travel,  entertainment and relocation
                  expenses and in connection with management incentive plans, in
                  each case in the  ordinary  course of  business,  and loans to
                  officers of the Borrower and their respective  Subsidiaries in
                  the ordinary  course of business,  in an aggregate  amount for
                  the Borrower and their  respective  Subsidiaries not to exceed
                  $10,000,000 at any one time outstanding;

                           (v)  Investments by the Borrower in any Subsidiary of
                  the Borrower and  Investments by  Subsidiaries of the Borrower
                  in the Borrower and in any Subsidiary of the Borrower; and

                           (vi) other Investments  (including Investments in any
                  Joint   Venture),   provided  that  the  Net  Amount  of  such
                  Investments shall not exceed, in the aggregate, $100,000,000.

                  (e)  Dividends  and  Purchase  of  Stock.  At any time  when a
         Default has occurred and is continuing, the Borrower will not, nor will
         it permit any of its  Subsidiaries  to, declare or pay any dividends on
         any shares of any class of its capital stock, or make any distributions
         to partners or members,  or apply any of its Property to the  purchase,
         redemption or other retirement of, or set apart any sum for the payment
         of  any  dividends  on,  or  for  the  purchase,  redemption  or  other
         retirement of, or make any other  distribution  by reduction of capital
         or otherwise in respect of, any shares of any class of capital stock or
         other  equity  ownership  interests  of the  Borrower,  or  purchase or
         acquire  any  shares  of

                               Credit Agreement

                                       48
<PAGE>

         any class of capital stock or other equity  ownership  interests of the
         Borrower  except that (i) any  Subsidiary may declare and pay dividends
         with respect to its capital stock and (ii) the Borrower may (x) declare
         and pay dividends payable solely in shares of its capital stock and (y)
         pay any dividend  declared prior to the occurrence of such Default (and
         not in anticipation thereof), provided, in the case of this clause (y),
         that such payment is made within 30 days after the  declaration of such
         dividend.

                  (f) Transactions  with Affiliates.  The Borrower will not, and
         will not permit any of its Subsidiaries to, enter into any transaction,
         including, without limitation, any purchase, sale, lease or exchange of
         Property or the  rendering of any service,  with any  Affiliate  unless
         such  transaction is (i) not otherwise  prohibited under this Agreement
         and (ii)  upon  fair and  reasonable  terms  no less  favorable  to the
         Borrower or such  Subsidiary,  as the case may be, than it would obtain
         in a comparable arm's length  transaction with a Person which is not an
         Affiliate.

                  SECTION 5.03 Financial Covenants.  So long as any principal of
or  interest on any Advance or any Note or any other  amount  payable  hereunder
shall remain  outstanding or any Bank shall have any Commitment  hereunder,  the
Borrower covenants and agrees that:

                  (a)  Debt to  EBITDA  Ratio.  It will not  permit  the Debt to
         EBITDA  Ratio as at the last day of any  fiscal  quarter  to be greater
         than 3.25 to 1.0.

                  (b) Interest  Coverage  Ratio. It will not permit the Interest
         Coverage Ratio as at the last day of any fiscal quarter to be less than
         3.50 to 1.0.


                                   ARTICLE VI

                                EVENTS OF DEFAULT


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

                  (a)  The  Borrower  shall  fail to pay  any  principal  of any
         Advance  when due in  accordance  with the  terms  hereof,  whether  at
         maturity, by notice of intention to prepay or otherwise; or

                  (b)  The  Borrower  shall  fail  to pay  any  interest  on any
         Advance,  or any fee or other amount  payable  hereunder,  within three
         days after any such interest or other amount  becomes due in accordance
         with the terms hereof; or

                               Credit Agreement

                                       49
<PAGE>

                  (c) Any  representation or warranty made or deemed made by the
         Borrower herein or which is contained in any  certificate,  document or
         financial  or other  statement  furnished by it at any time under or in
         connection  with this  Agreement  shall prove to have been incorrect in
         any material respect on or as of the date made or deemed made; or

                  (d)  The  Borrower   shall   default  in  the   observance  or
         performance  of  any  agreement  contained  in  Section  5.02  of  this
         Agreement; or

                  (e)  The  Borrower   shall   default  in  the   observance  or
         performance of any other agreement  contained in this Agreement  (other
         than as provided in paragraphs  (a) through (d) of this  Section),  and
         such default shall  continue  unremedied  for a period of 30 days after
         the earlier of (i) the date upon which written  notice thereof is given
         to the Borrower by the  Administrative  Agent or the Majority  Banks or
         (ii) the date upon which a Responsible  Officer of the Borrower becomes
         aware of such default; or

                  (f) The Borrower or any of its Subsidiaries  shall (i) default
         in any payment of  principal of or interest of any Debt (other than the
         Advances) or any Hedging Obligation, beyond the period of grace (not to
         exceed 30 days), if any,  provided in the instrument or agreement under
         which such Debt or Hedging Obligation, as the case may be, was created;
         or (ii) default in the observance or performance of any other agreement
         or condition  relating to any such Debt or such Hedging  Obligation  or
         contained  in any  instrument  or  agreement  evidencing,  securing  or
         relating  thereto,  or any other event shall occur or condition  exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders of such Debt or such Hedging Obligation
         (or a trustee or agent on behalf of such  holder or  holders) to cause,
         with the  giving of  notice  or the lapse of time or both if  required,
         such Debt or such Hedging  Obligation to become due prior to its stated
         maturity;  provided,  however,  that no Default  shall exist under this
         paragraph unless the aggregate  amount of Debt and Hedging  Obligations
         at any time in respect of which any default or other event or condition
         referred to in this paragraph  shall have occurred shall be equal to at
         least   $5,000,000  (or  the  equivalent  in  any  one  or  more  other
         currencies); or

                  (g)  (i)  The  Borrower  or  any  of  its  Domestic  Operating
         Subsidiaries or Material Foreign Operating  Subsidiaries shall commence
         any case,  proceeding  or other action (x) under any existing or future
         law of any jurisdiction,  domestic or foreign,  relating to bankruptcy,
         insolvency,  reorganization  or relief of  debtors,  seeking to have an
         order for relief  entered with respect to it, or seeking to  adjudicate
         it a bankrupt or  insolvent,  or seeking  reorganization,  arrangement,
         adjustment, winding-up, liquidation,  dissolution, composition or other
         relief with respect to it or its debts, or (y) seeking appointment of a
         receiver, trustee, custodian, conservator or other similar official for
         it or for all or any substantial part of its Property,  or the Borrower
         or any of its  Domestic  Operating  Subsidiaries  or  Material  Foreign
         Operating  Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Borrower
         or any of its  Domestic  Operating  Subsidiaries  or  Material  Foreign
         Operating Subsidiaries

                               Credit Agreement

                                       50
<PAGE>

         any case,  proceeding or other action of a nature referred to in clause
         (i) above  which (x) results in the entry of an order for relief or any
         such   adjudication   or  appointment   or  (y)  remains   undismissed,
         undischarged  or unbonded for a period of 60 days; or (iii) there shall
         be  commenced  against the  Borrower or any of its  Domestic  Operating
         Subsidiaries  or  Material  Foreign  Operating  Subsidiaries  any case,
         proceeding or other action seeking issuance of a warrant of attachment,
         execution,  distraint or similar process against all or any substantial
         part of its  Property  which  results  in the entry of an order for any
         such relief which shall not have been vacated, discharged, or stayed or
         bonded pending  appeal within 60 days from the entry  thereof;  or (iv)
         the Borrower or any of its Domestic Operating  Subsidiaries or Material
         Foreign Operating Subsidiaries shall take any action in furtherance of,
         or indicating its consent to, approval of, or  acquiescence  in, any of
         the acts set forth in clause (i), (ii), or (iii) above; or the Borrower
         or any of its  Domestic  Operating  Subsidiaries  or  Material  Foreign
         Operating  Subsidiaries  shall generally not, or shall be unable to, or
         shall admit in writing its  inability  to, pay its debts as they become
         due; or

                  (h)  (i)  any   Person   shall   engage  in  any   "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA),  whether or not  waived,  shall exist
         with  respect  to any  Plan or any  Lien in favor of the PBGC or a Plan
         shall arise on the assets of the  Borrower or any  Commonly  Controlled
         Entity,  (iii) a  Reportable  Event  shall  occur with  respect  to, or
         proceedings  shall commence to have a trustee  appointed,  or a trustee
         shall be appointed, to administer or to terminate,  any Single Employer
         Plan,   which  Reportable  Event  or  commencement  of  proceedings  or
         appointment of a trustee is, in the reasonable  opinion of the Majority
         Banks, likely to result in the termination of such Plan for purposes of
         Title IV of ERISA,  (iv) any Single  Employer Plan shall  terminate for
         purposes  of  Title  IV of  ERISA,  (v) the  Borrower  or any  Commonly
         Controlled  Entity shall or in the  reasonable  opinion of the Majority
         Banks  is  likely  to,  incur  any  liability,  in  connection  with  a
         withdrawal   from,   or  the   Insolvency  or   Reorganization   of,  a
         Multiemployer  Plan or (vi) any other event or condition shall occur or
         exist with  respect to a Plan;  and in each case in clauses (i) through
         (vi)  above,  such  event or  condition,  together  with all other such
         events or conditions,  if any,  could  reasonably be expected to have a
         Material Adverse Effect; or

                  (i) One or more judgments or decrees shall be entered  against
         the Borrower or any of its Subsidiaries  involving in the aggregate for
         the Borrower and their  respective  Subsidiaries,  taken as a whole,  a
         liability  (to the extent not paid or fully  covered  by  insurance  or
         third-party  indemnification  from third parties which could reasonably
         be expected  to satisfy any  indemnification  claim) of  $5,000,000  or
         more,  and all such  judgments or decrees  shall not have been vacated,
         discharged,  stayed or bonded  pending  appeal  within 60 days from the
         entry thereof; or

                  (j)  A Change in Control shall occur;

                               Credit Agreement

                                       51
<PAGE>

then, and in any such event, the Administrative  Agent (i) shall at the request,
or may with the  consent,  of the  Majority  Banks,  by notice to the  Borrower,
declare the obligation of each Bank to make, Convert and/or Continue Advances to
be terminated,  whereupon the same shall forthwith terminate,  and (ii) shall at
the request,  or may with the consent,  of the Majority  Banks, by notice to the
Borrower, declare the Advances and the Notes, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable,  whereupon
the Advances and the Notes,  all such interest and all such amounts shall become
and be  forthwith  due and  payable,  without  presentment,  demand,  protest or
further  notice of any kind,  all of which are  hereby  expressly  waived by the
Borrower;  provided,  however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower under the United States Federal
Bankruptcy Code or any analogous  statute or law in any jurisdiction  outside of
the United  States,  (x) the  obligation  of each Bank to make,  Convert  and/or
Continue Advances shall automatically be terminated and (y) the Advances and the
Notes, all such interest and all such amounts shall automatically  become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.


                                   ARTICLE VII

                            THE ADMINISTRATIVE AGENT

                  SECTION  7.01.  Authorization  and  Action.  Each Bank  hereby
appoints  and  authorizes  the  Administrative  Agent  to take  such  action  as
administrative  agent on its  behalf  and to  exercise  such  powers  under this
Agreement as are  delegated  to the  Administrative  Agent by the terms  hereof,
together  with  such  powers as are  reasonably  incidental  thereto.  As to any
matters  not  expressly  provided  for by  this  Agreement  (including,  without
limitation,  enforcement or collection of the Notes), the  Administrative  Agent
shall not be required to exercise any  discretion or take any action,  but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining  from acting) upon the  instructions of the Majority Banks,
and such instructions  shall be binding upon all Banks and all holders of Notes;
provided,  however,  that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or applicable law. The Administrative Agent agrees
to give to each Bank prompt  notice of each notice  given to it by the  Borrower
pursuant to the terms of this Agreement.

                  SECTION 7.02.  Administrative  Agent's Reliance,  Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action  taken or omitted to be taken by it or them under
or in  connection  with  this  Agreement,  except  for its or  their  own  gross
negligence or willful  misconduct.  Without  limitation of the generality of the
foregoing,  the Administrative Agent: (a) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and  Acceptance  entered  into by the Bank which is the payee of such  Note,  as
assignor,  and an assignee as provided  in Section  8.07;  (b) may consult  with
legal  counsel  (including   counsel  for  the  Borrower),   independent  public
accountants  and other  experts  selected  by it and shall not be

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                                       52
<PAGE>
liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or  representation to any Bank and shall not be responsible to any Bank
for any statements, warranties or representations (whether written or oral) made
in or in  connection  with  this  Agreement;  (d)  shall  not  have  any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants  or  conditions  of this  Agreement  on the part of the Borrower or to
inspect the Property (including the books and records) of the Borrower or any of
its  Subsidiaries;  (e)  shall  not be  responsible  to any  Bank  for  the  due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other instrument or document furnished pursuant hereto;
and (f) shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent,  certificate or other instrument or writing (which may
be by  telecopier,  telegram,  cable or telex)  believed by it to be genuine and
signed or sent by the proper party or parties.

                  SECTION  7.03.  Citibank and  Affiliates.  With respect to its
Commitment,  the Advances made by it and the Notes issued to it,  Citibank shall
have the same rights and powers  under this  Agreement as any other Bank and may
exercise the same as though it were not the  Administrative  Agent; and the term
"Bank" or "Banks" shall, unless otherwise expressly indicated,  include Citibank
in its individual  capacity.  Citibank and its  Affiliates  may accept  deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Borrower,  any of its Subsidiaries and any Person
who  may  do  business  with  or own  securities  of the  Borrower  or any  such
Subsidiary, all as if Citibank were not the Administrative Agent and without any
duty to account therefor to the Banks.

                  SECTION 7.04.  Bank Credit  Decision.  Each Bank  acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Bank and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate,  made its
own credit  analysis of the Borrower and decision to enter into this  Agreement.
Each Bank also  acknowledges  that it will,  independently  and without reliance
upon the Administrative  Agent or any other Bank and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under this Agreement.

                  SECTION  7.05.  Indemnification.  The Banks agree to indemnify
the  Administrative  Agent (to the extent not  reimbursed  by the  Borrower  but
without limiting the reimbursement obligations the Borrower hereunder),  ratably
according to the respective  principal  amounts of the Notes held by them at the
time  indemnification  is  sought  hereunder  (or if no  Notes  are at the  time
outstanding, ratably according to the respective amounts of their Commitments at
such  time),  from and  against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or  nature  whatsoever  which may be  imposed  on,  incurred  by, or
asserted against the Administrative  Agent in any way relating to or arising out
of this  Agreement  or any action taken or omitted by the  Administrative  Agent
under this Agreement,  provided, that no Bank shall be liable for any portion of
such liabilities,  obligations,  losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements  resulting  from the  Administrative
Agent's gross negligence or willful

                               Credit Agreement

                                       53
<PAGE>


misconduct.  Without  limiting the foregoing,  each Bank agrees to reimburse the
Administrative  Agent  promptly  upon  demand  for  its  ratable  share  of  any
out-of-pocket  expenses  (including counsel fees) incurred by the Administrative
Agent in connection with the preparation,  execution, delivery,  administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities  under, this Agreement,  to the extent that the  Administrative
Agent is not reimbursed for such expenses by the Borrower.

                  SECTION   7.06.    Successor    Administrative    Agent.   The
Administrative  Agent may resign at any time by giving written notice thereof to
the Banks and the Borrower and may be removed at any time with or without  cause
by the Majority Banks. Upon any such resignation or removal,  the Majority Banks
shall have the right to appoint a successor  Administrative Agent from among the
Banks that, unless a Default or Event of Default shall have occurred and then be
continuing,   is  reasonably   acceptable  to  the  Borrower.  If  no  successor
Administrative  Agent shall have been so appointed by the  Majority  Banks,  and
shall  have  accepted  such  appointment,  within  30 days  after  the  retiring
Administrative  Agent's giving of notice of  resignation or the Majority  Banks'
removal of the retiring  Administrative Agent, then the retiring  Administrative
Agent may,  on behalf of the Banks,  appoint a successor  Administrative  Agent,
which  shall be a Bank or a  commercial  bank  organized  under  the laws of the
United States of America or of any State  thereof and having a combined  capital
and surplus of at least $100,000,000.  Upon the acceptance of any appointment as
Administrative  Agent  hereunder  by  a  successor  Administrative  Agent,  such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights,  powers,  privileges  and duties of the retiring  Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement.  After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions  taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

                  SECTION 7.07. Arranger.  SSB shall not have any rights (except
to the  extent  expressly  provided  herein)  or  obligations  hereunder  in its
capacity as Arranger.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01.  Amendments,  ETC. No amendment or waiver of any
provision of this  Agreement or the Notes,  nor consent to any  departure by the
Borrower therefrom,  shall in any event be effective unless the same shall be in
writing and signed by the Majority  Banks, or by the  Administrative  Agent with
the consent of the  Majority  Banks,  and then such  waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given; provided,  however, that no amendment, waiver or consent shall, unless in
writing  and signed by all the Banks,  or by the  Administrative  Agent with the
consent  of  all  the  Banks  do  any of the  following:  (a)  waive  any of the
conditions specified in Section 3.01, (b) except as provided in Section 2.03(a),
increase the  Commitments  of such Banks or subject such Banks to


                                Credit Agreement

                                       54
<PAGE>


any  additional  obligations,  (c) reduce the  principal of, or interest on, the
Advances  or the  Notes or any  fees or other  amounts  payable  hereunder,  (d)
postpone  any date fixed for any payment of  principal  of, or interest  on, the
Advances or the Notes or any fees or other amounts payable hereunder, (e) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Advances or the Notes,  or the number of Banks,  which shall be required for
the Banks or any of them to take any action  hereunder,  (f) amend this  Section
8.01, or (g) amend Section 2.14; provided, further, that no amendment, waiver or
consent  shall,  unless in  writing  and signed by the  Administrative  Agent in
addition to the Banks required  above to take such action,  affect the rights or
duties of the  Administrative  Agent  under  this  Agreement  or any Note.  This
Agreement and the Notes and the other  documents  referred to herein  constitute
the entire  agreement of the parties with respect to the subject  matter  hereof
and thereof.

                  SECTION   8.02.   Notices,   Etc.   All   notices   and  other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied,  telegraphed,
telexed,  cabled  or  delivered,  if to the  Borrower,  to it at the  Borrower's
address at Young & Rubicam Inc, 1114 Avenue of the Americas,  New York, New York
10036,  Attention:  Paul Rourke,  telephone no. 212-798-1033,  telecopier number
212-798-1269;  if to any Bank, at the Domestic Lending Office specified  beneath
its signature hereto; and if to the Administrative  Agent,  Citibank,  N.A., 399
Park Avenue, New York, New York 10043,  Attention:  Eric Huttner,  telephone no.
212-559-8564,  telecopier  no.  212-793-6873;  or,  as to  the  Borrower  or the
Administrative Agent, at such other address as shall be designated by such party
in a written  notice to the other  parties and, as to each other party,  at such
other address as shall be  designated  by such party in a written  notice to the
Borrower  and the  Administrative  Agent.  All such  notices and  communications
shall,  when mailed,  telecopied,  telegraphed,  telexed or cabled, be effective
when  deposited in the mails,  telecopied,  delivered to the telegraph  company,
confirmed by telex  answerback or delivered to the cable company,  respectively,
except that notices and communications to the  Administrative  Agent pursuant to
Article II or VII shall not be effective  until  received by the  Administrative
Agent.

                  SECTION 8.03. No Waiver;  Remedies.  No failure on the part of
any Bank or the  Administrative  Agent to exercise,  and no delay in exercising,
any right  hereunder or under any Note shall  operate as a waiver  thereof;  nor
shall any single or partial  exercise  of any such right  preclude  any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04.  Costs, Expenses and Indemnification.

                  (a) The Borrower  agrees to pay and reimburse  promptly  after
demand  all  reasonable  costs  and  expenses  of the  Administrative  Agent  in
connection   with  the   preparation,   execution,   delivery,   administration,
modification and amendment of this Agreement,  the Notes and the other documents
to be delivered hereunder,  including,  without limitation,  the reasonable fees
and out-of-pocket  expenses of counsel for the Administrative Agent with respect
thereto and with respect to advising the  Administrative  Agent as to its rights
and  responsibilities  under this

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                                       55
<PAGE>



Agreement. The Borrower further jointly and severally agree to pay on demand all
costs and expenses,  if any (including,  without limitation,  reasonable counsel
fees and expenses of the Administrative  Agent and each of the Banks),  incurred
by the  Administrative  Agent or any  Bank in  connection  with the  enforcement
(whether  through   negotiations,   legal  proceedings  or  otherwise)  of  this
Agreement,  the  Notes  and  the  other  documents  to be  delivered  hereunder,
including,   without  limitation,   reasonable  counsel  fees  and  expenses  in
connection with the enforcement of rights under this Section 8.04(a).

                  (b) The Borrower hereby indemnifies the Administrative  Agent,
the Syndication  Agent,  SSB, each Bank and each of their respective  Affiliates
and their  respective  officers,  directors,  employees,  agents,  advisors  and
representatives  (each,  an  "Indemnified  Party")  from and against any and all
claims,   damages,   losses,   liabilities  and  expenses  (including,   without
limitation,  fees and disbursements of counsel),  joint or several,  that may be
incurred by or asserted or awarded against any  Indemnified  Party, in each case
arising  out  of or  in  connection  with  or  relating  to  any  investigation,
litigation or proceeding or the  preparation of any defense with respect thereto
arising out of or in connection with or relating to this Agreement, the Notes or
the transactions  contemplated  hereby or thereby or any use made or proposed to
be made with the proceeds of the  Advances,  whether or not such  investigation,
litigation or proceeding is brought by the Borrower,  any of its shareholders or
creditors,  an Indemnified Party or any other Person, or an Indemnified Party is
otherwise a party thereto,  and whether or not any of the  conditions  precedent
set forth in Article III are satisfied or the other transactions contemplated by
this Agreement are consummated,  except to the extent such claim,  damage, loss,
liability  or  expense  is found by a court of  competent  jurisdiction  to have
resulted from such Indemnified  Party's gross negligence or willful  misconduct,
or from a violation by such Indemnified  Party of any law, order,  regulation or
agreement to which such Indemnified Party or its properties is subject,  or from
a breach of this Agreement.

                  The Borrower  hereby further agrees that no Indemnified  Party
shall have any  liability  (whether  direct or indirect,  in  contract,  tort or
otherwise)  to the  Borrower  for or in  connection  with  or  relating  to this
Agreement,  the Notes or the transactions  contemplated hereby or thereby or any
use made or proposed to be made with the proceeds of the Advances, except to the
extent such  liability  is found by a court of  competent  jurisdiction  to have
resulted from such Indemnified  Party's gross negligence or willful  misconduct,
nor any liability for consequential or punitive damages.

                  (c) If any payment of principal of, or Conversion of, any LIBO
Rate  Advance is made other than on the last day of an Interest  Period for such
Advance,  as a result of  acceleration  of the  maturity of the Advances and the
Notes pursuant to Section 6.01 or for any other reason whatsoever,  the Borrower
of such Advance  shall pay to the  Administrative  Agent for the account of each
Bank any amounts  required to compensate  such Bank for any  additional  losses,
costs or expenses which it may  reasonably  incur as a result of such payment or
Conversion,   including,   without  limitation,  any  loss  (excluding  loss  of
anticipated  profits),  cost or expense incurred by reason of the liquidation or
reemployment  of  deposits  or  other  funds  acquired  by such  Bank to fund or
maintain such Advance.  Subject to the next two sentences  hereof,  the Borrower
shall

                                Credit Agreement


                                       56
<PAGE>

pay amounts owing to such Bank pursuant to this Section  8.04(c)  within 30 days
after receipt from such Bank of a certificate setting forth in reasonable detail
the  calculation of the amount such Bank is entitled to claim under this Section
8.04(c)  (which  certificate  shall be  conclusive  and binding on the Borrower,
absent manifest  error).  The Borrower shall not be liable under this clause for
the payment of any amounts  incurred or accrued  more than 180 days prior to the
date on which notice of the event or circumstance  giving rise to the obligation
to make such  payment is given to the Borrower  hereunder,  except to the extent
such  amounts  were  incurred  or  accrued  prior to such date due solely to the
retroactive nature of the relevant requirement.  If the Borrower objects in good
faith to any  payment  demanded  under  this  clause on or before  the date such
payment is due,  then the Borrower  and the Bank  demanding  such payment  shall
enter into  discussions to review the amount due, and the Borrower's  obligation
to pay such amount to such Bank shall be deferred for 45 days after the original
demand for payment,  and if the  Borrower and such Bank do not reach  agreements
during such 45-day period on the amount due, the Borrower shall pay to such Bank
at the end of such 45-day period the amount certified by such Bank to be due.

                  SECTION 8.05.  Right of Set-off.  Upon (a) the  occurrence and
during the  continuance of any Event of Default under Section  6.01(a) or (b) or
(b) the making of the  request  or the  granting  of the  consent  specified  by
Section 6.01 to authorize the Administrative  Agent to declare the Notes due and
payable  pursuant to the  provisions of Section 6.01,  each Bank and each of its
Affiliates  is  hereby  authorized  at any time and  from  time to time,  to the
fullest  extent  permitted  by law,  to set off and apply  any and all  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time owing by such Bank or such  Affiliate to or for
the  credit  or the  account  of the  Borrower  (all  such  deposits  and  other
indebtedness  being  herein  called  "Obligations")  against  any and all of the
obligations  of the Borrower now or hereafter  existing under this Agreement and
any Note held by such Bank,  whether or not such Bank shall have made any demand
under this Agreement or such Note and although the Obligations may be unmatured.
Each Bank agrees  promptly  to notify the  Borrower  after any such  set-off and
application  made by such Bank or such  Affiliate,  provided that the failure to
give such notice shall not affect the validity of such set-off and  application.
The rights of each Bank and its Affiliate  under this Section are in addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
set-off) which such Bank or such Affiliate may have.

                  SECTION 8.06.  Binding  Effect.  This  Agreement  shall become
effective   when  it  shall  have  been   executed  by  the   Borrower  and  the
Administrative  Agent and when the Administrative Agent shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and each Bank
and their respective successors and assigns,  except that no Borrower shall have
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent of the Banks.

                                Credit Agreement



                                       57
<PAGE>

                  SECTION 8.07.  Assignments and Participations.

                  (a) Each  Bank may,  with  notice  to and the  consent  of the
Administrative  Agent and (unless at the time an Event of Default  has  occurred
and is continuing) the Borrower,  such consents not to be unreasonably  withheld
(but not  otherwise),  assign to another bank,  financial  institution  or other
entity  (other than the  Borrower or any  Affiliate of the  Borrower),  all or a
portion of its rights and obligations under this Agreement  (including,  without
limitation, all or a portion of its Commitment, the Advances owing to it and the
Note or Notes held by it);  provided,  however,  that (i) no such consent by the
Borrower  or the  Administrative  Agent  shall  be  required  in the case of any
assignment to a Subsidiary of the assigning  Bank or to another Bank,  (ii) each
such  assignment  shall be of a constant,  and not a varying,  percentage of all
rights and obligations of the assigning Bank under this Agreement,  (iii) except
in the case of an  assignment  of the entire  remaining  portion of an assigning
Bank's rights and obligations under this Agreement, the amount of the Commitment
of  the  assigning  Bank  being  assigned   pursuant  to  each  such  assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment)  shall in no event be less than $10,000,000 and shall be an integral
multiple of $1,000,000,  (iv) the parties to each such assignment  shall execute
and deliver to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance,  together with any Note or Notes subject
to such assignment,  and (v) the parties to each such assignment (other than the
Borrower) shall deliver to the Administrative Agent a processing and recordation
fee of $3,000. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each  Assignment and  Acceptance,  (x) the
assignee  thereunder  shall be a party hereto and, to the extent that rights and
obligations  hereunder have been assigned to it pursuant to such  Assignment and
Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank
assignor  thereunder shall, to the extent that rights and obligations  hereunder
have been assigned by it pursuant to such Assignment and Acceptance,  relinquish
its rights and be released from its  obligations  under this Agreement  (and, in
the case of an Assignment and Acceptance  covering all or the remaining  portion
of an assigning  Bank's rights and obligations  under this Agreement,  such Bank
shall cease to be a party hereto).

                  (b) By executing and delivering an Assignment and  Acceptance,
the Bank assignor  thereunder and the assignee  thereunder  confirm to and agree
with each  other and the other  parties  hereto as  follows:  (i) other  than as
provided  in such  Assignment  and  Acceptance,  such  assigning  Bank  makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency  or value of this  Agreement  or any other  instrument  or  document
furnished  pursuant hereto;  (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility  with respect to the financial  condition
of the Borrower or the  performance  or observance by the Borrower of any of its
obligations  under this Agreement or any other instrument or document  furnished
pursuant  hereto;  (iii) such  assignee  confirms that it has received a copy of
this Agreement,  together with copies of the financial statements referred to in
Section  4.01  and  such  other  documents  and  information  as it  has  deemed
appropriate  to make its own credit  analysis  and

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                                       58
<PAGE>


decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Bank or any other Bank and based on such  documents and  information as it shall
deem  appropriate  at the time,  continue  to make its own credit  decisions  in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative  Agent to take such action as administrative agent
on its behalf and to exercise such powers under this  Agreement as are delegated
to the  Administrative  Agent by the terms hereof,  together with such powers as
are reasonably  incidental  thereto;  and (vi) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Bank.

                  (c) Upon its receipt of an Assignment and Acceptance  executed
by an assigning Bank and an assignee, together with any Note or Notes subject to
such  assignment,  the  Administrative  Agent  shall,  if  such  Assignment  and
Acceptance  has been completed  (and the Borrower and the  Administrative  Agent
shall have consented to the relevant  assignment to the extent required pursuant
to Section  8.07(a)) and is in substantially  the form of Exhibit E hereto,  (i)
accept such  Assignment and Acceptance,  (ii) record the  information  contained
therein in the Register and (iii) give prompt  notice  thereof to the  Borrower.
Within five Business Days after its receipt of such notice, the Borrower, at its
own expense,  shall execute and deliver to the Administrative Agent, in exchange
for the  surrendered  Note or Notes,  a Note to the order of such assignee in an
amount equal to the  Commitment  assumed by it pursuant to such  Assignment  and
Acceptance and, if the assigning Bank has retained a Commitment hereunder, a new
Note to the order of the  assigning  Bank in an amount  equal to the  Commitment
retained by it hereunder.  Such new Note(s)  shall be in an aggregate  principal
amount equal to the aggregate  principal amount of such  surrendered  Notes. All
such Notes shall be dated the effective  date of such  Assignment and Acceptance
and shall otherwise be in substantially the form of Exhibit A hereto.

                  (d) The  Administrative  Agent  shall  maintain at its address
referred to in Section 8.02 a copy of each  Assignment and Acceptance  delivered
to and  accepted  by it and a  register  for the  recordation  of the  names and
addresses of each of the Banks and, with respect to Banks,  the  Commitment  of,
and principal  amount of the Advances owing to, each such Bank from time to time
(the  "Register").  The entries in the Register  shall be conclusive and binding
for the purposes,  absent manifest error, and the Borrower,  the  Administrative
Agent and the Banks may treat each Person whose name is recorded in the Register
as a Bank  hereunder for the purposes of this  Agreement.  The Register shall be
available for inspection by the Borrower or any Bank at any reasonable  time and
from time to time upon reasonable prior notice.

                  (e) Each Bank may sell  participations to one or more banks or
other  entities  in or to all or a portion of its rights and  obligations  under
this  Agreement  (including,  without  limitation,  all  or  a  portion  of  its
Commitment,  the  Advances  owing  to it and  the  Note  or  Notes  held by it);
provided,  however,  that (i)  such  Bank's  obligations  under  this  Agreement
(including,   without  limitation,   its  Commitment   hereunder)  shall  remain
unchanged,  (ii) such Bank shall remain solely  responsible to the other parties
hereto for the performance of such obligations, (iii) such Bank shall remain the
holder of any such Note for all purposes of this  Agreement,  (iv) the

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                                       59
<PAGE>

Borrower,  the  Administrative  Agent and the other Banks shall continue to deal
solely and directly  with such Bank in  connection  with such Bank's  rights and
obligations  under  this  Agreement,  and  (v) no  participant  under  any  such
participation  agreement shall have any right to approve any amendment or waiver
of any  provision of this  Agreement or any Note, or to consent to any departure
by the Borrower therefrom,  except to the extent that any such amendment, waiver
or consent  would (x) reduce the  principal of, or interest on, the Notes or any
fee or other amounts payable hereunder,  in each case to the extent the same are
subject to such participation, or (y) postpone any date fixed for the payment of
principal  of, or interest  on, the Notes or any fees or other  amounts  payable
hereunder,   in  each  case  to  the  extent  the  same  are   subject  to  such
participation.

                  (f) Any  Bank  may,  in  connection  with  any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
8.07,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant any information  relating to the Borrower or any of its Subsidiaries
furnished to such Bank by or on behalf of the Borrower; provided, that, prior to
any such  disclosure,  the  assignee  or  participant  or  proposed  assignee or
participant  shall agree to preserve  the  confidentiality  of any  confidential
information  relating to the Borrower or any such Subsidiary received by it from
such Bank on the terms set forth in Section 8.13.

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

                  (h) All  amounts  payable  by the  Borrower  to any Bank under
Sections 2.06,  2.10, 2.13 and 8.04(c) in respect of Advances held by such Bank,
and such Bank's Commitment,  shall be determined as if such Bank had not sold or
agreed to sell any  participations in such Advances or Commitment and as if such
Bank were funding each of such Advances and  Commitments in the same way that it
is  funding  the  portion  of  such   Advances  and   Commitment   in  which  no
participations  have been sold.  No assignee or other  transferee  of any Bank's
rights shall be entitled to receive any greater  payment under Section 2.10 than
such Bank  would  have been  entitled  to  receive  with  respect  to the rights
transferred,  unless such transfer is made (i) with the Borrower's prior written
consent,  (ii) by reason of the  provisions of said Section 2.10  requiring such
Bank to  designate a  different  Applicable  Lending  Office as provided in said
Section  2.10 or (iii)  at a time  when the  circumstances  giving  rise to such
greater payment did not exist.

                  SECTION  8.08.  Governing  Law.  This  Agreement and the Notes
shall be governed by, and construed in accordance  with, the law of the State of
New York.

                  SECTION  8.09.  Severability.  In case any  provision  in this
Agreement or in any Note shall be held to be invalid,  illegal or unenforceable,
such provision  shall be severable from the rest of this Agreement or such Note,
as the  case  may be,  and the  validity,  legality  and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

                                Credit Agreement

                                       60
<PAGE>

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.

                  SECTION 8.11. Survival.  The obligations of the Borrower under
Sections  2.06,  2.10,  2.13 and 8.04,  and the  obligations  of the Banks under
Section 7.05, shall survive the repayment of the Advances and the termination of
the Commitments.  In addition,  each representation and warranty made, or deemed
to be made by or in connection with any Notice of Borrowing,  herein or pursuant
hereto shall  survive the making of such  representation  and warranty as of the
date made,  and no Bank shall be deemed to have waived,  by reason of making any
Advance,  any  Default  or Event of  Default  that may  arise by  reason of such
representation   or  warranty   proving  to  have  been  false  or   misleading,
notwithstanding  that such Bank or the Administrative  Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such extension of credit was made.

                  SECTION 8.12. Waiver of Jury Trial. EACH OF THE BORROWER,  THE
ADMINISTRATIVE  AGENT AND THE BANKS HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST
EXTENT  PERMITTED BY  APPLICABLE  LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,  THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

                  SECTION  8.13.  Confidentiality.  Each Bank agrees to hold all
non-public  information obtained pursuant to the provisions of this Agreement in
accordance with its customary procedure for handling confidential information of
this nature and in accordance with safe and sound banking  practices,  provided,
that nothing herein shall prevent any Bank from disclosing such  information (a)
to any other Bank or to the Administrative Agent (or to SSB), (b) upon the order
of any court or  administrative  agency or otherwise  to the extent  required by
statute, rule, regulation or judicial process, (c) to bank examiners or upon the
request or demand of any other  regulatory  agency or  authority,  (d) which had
been  publicly  disclosed  other  than  as a  result  of  a  disclosure  by  the
Administrative Agent or any Bank prohibited by this Agreement, (e) in connection
with any litigation to which any one or more of the Banks or the  Administrative
Agent is a party, or in connection with the exercise of any remedy  hereunder or
under any Note, (f) to such Bank's or  Administrative  Agent's legal counsel and
independent auditors and accountants and (g) subject to provisions substantially
similar  to  those  contained  in  this  Section,  to  any  actual  or  proposed
participant or assignee.

                                Credit Agreement


                                       61
<PAGE>



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

                              YOUNG & RUBICAM INC.



                              By /s/ Daniel Snopkowski
                                 ------------------------------
                                Title: V.P. Assistant Treasurer


                              ADMINISTRATIVE AGENT

                              CITIBANK, N.A., as Administrative
                               Agent


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


                                Credit Agreement



                                       62
<PAGE>


Commitment
$25,000,000                   CITIBANK, N.A.


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

                              Domestic Lending Office:

                              Citibank, N.A.
                              399 Park Avenue
                               New York, NY 10043

                              LIBO Lending Office:

                              Citibank, N.A.
                              399 Park Avenue
                              New York, NY 10043

                              Address for Notices:

                              Citibank, N.A.
                              399 Park Avenue
                              New York, NY 10043

                              Attention:  Eric Huttner

                              Telephone:        212-559-8564
                              Facsimile:        212-793-6873

                                Credit Agreement


                                       63
<PAGE>



Commitment                    BANK OF AMERICA NATIONAL TRUST
$21,000,000                     AND SAVINGS ASSOCIATION


                              By: /s/ [Signature Indecipherable]
                                 -------------------------------
                                Title: Vice President

                              Domestic Lending Office:

                              Bank of America National Trust
                                 and Savings Association
                              335 Madison Avenue, 5th Floor
                              New York, New York  10017

                              LIBO Lending Office:

                              Bank of America National Trust
                                and Savings Association
                              335 Madison Avenue, 5th Floor
                              New York, New York  10017

                              Address for Notices (other than Notices of
                                Borrowings, Continuations or Conversions):

                              Bank of America National Trust
                                 and Savings Association
                              335 Madison Avenue, 5th Floor
                              New York, New York  10017

                              Attention:  Carl F. Salas
                              Telephone:        212-503-8425
                              Facsimile:        212-503-7173

                              Address for Notices of Borrowings,
                                 Continuations or Conversions):

                              Bank of America National Trust
                                 and Savings Association
                              231 South LaSalle Street
                              Chicago, Illinois  60697

                              Attention:  Clyde Langham
                              Telephone:        312-828-3876
                              Facsimile:        312-974-9626

                                Credit Agreement

                                       64
<PAGE>


Commitment                    THE BANK OF NEW YORK
$17,000,000

                              By: /s/ Georgia Pan-Kita
                                 -------------------------
                                 Title: Vice President

                              Domestic Lending Office:

                              The Bank of New York
                                 One Wall Street
                              New York, New York 10286

                              LIBO Lending Office:

                              The Bank of New York
                                 One Wall Street
                              New York, New York 10286

                              Address for Notices:

                              The Bank of New York
                              One Wall Street - 22nd Floor
                              New York Corporate Division
                              New York, New York  10286

                              Attention:  Georgia Pan-Kita

                              Telephone:        212-635-1475
                              Facsimile:        212-635-1480


                                Credit Agreement


                                       65
<PAGE>


Commitment                    THE BANK OF NOVA SCOTIA
$21,000,000

                              By: /s/ Todd S. Meller
                                  ------------------------------
                               Title: Senior Relationship Manager

                              Domestic Lending Office:

                              The Bank of Nova Scotia, New York Agency
                                One Liberty Plaza
                              New York, New York 10006
                              Attention: Pier Griffiths

                              LIBO Lending Office:

                              The Bank of Nova Scotia, New York Agency
                                One Liberty Plaza
                              New York, New York 10006
                              Attention: Pier Griffiths

                              Address for Notices:

                              The Bank of Nova Scotia
                                One Liberty Plaza
                              New York, New York 10006

                              Attention:  Todd S. Meller

                              Telephone:        212-225-5096
                              Facsimile:        212-225-5090

                                Credit Agreement


                                       66
<PAGE>



Commitment                    CREDIT AGRICOLE INDOSUEZ
$17,000,000

                              By: /s/ Craig Welch
                                 ------------------------------------
                                Title: FVP


                              By: /s/ Rene LeBlanc
                                  -----------------------------------
                                Title: VP, Sr. Rel. Mgr.

                              Domestic Lending Office:

                              Credit Agricole Indosuez
                              55 East Monroe Street, Suite 4700
                              Chicago, Illinois  60603

                              LIBO Lending Office:

                              Credit Agricole Indosuez
                              55 East Monroe Street, Suite 4700
                              Chicago, Illinois  60603

                              Address for Credit Matters:

                              Credit Agricole Indosuez
                              520 Madison Avenue, 8th Floor
                              New York, New York  10022

                              Attention:  Janet Alexander

                              Telephone:        212-418-7077
                              Facsimile:        212-418-2228

                              Address for Funding Notices:

                              Credit Agricole Indosuez
                              55 East Monroe Street, Suite 4700
                              Chicago, Illinois  60603

                              Attention:  Patricia Purvis

                              Telephone:        312-917-7474
                              Facsimile:        312-372-4421


                                Credit Agreement


                                       67
<PAGE>


Commitment                    THE FIRST NATIONAL BANK OF CHICAGO
$17,000,000

                              By: /s/ [Signature Indecipherable]
                                  ------------------------------
                                Title: VP

                              Domestic Lending Office:

                              The First National Bank of Chicago
                              1 First National Plaza
                              Chicago, Illinois  60670

                              LIBO Lending Office:

                              The First National Bank of Chicago
                              1 First National Plaza
                              Chicago, Illinois  60670

                              Address for Notices:

                              The First National Bank of Chicago
                              153 West 51st Street
                              New York, New York 10019

                              Attention:  Marguarite Burtzlaff

                              Telephone:        212-373-1056
                              Facsimile:        212-373-1180


                                Credit Agreement


                                       68
<PAGE>


Commitment                    FLEET BANK, N.A.
$17,000,000

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

                              Domestic Lending Office:

                              Fleet Bank, N.A.
                              1185 Avenue of the Americas
                              New York, New York  10036

                              LIBO Lending Office:

                              Fleet Bank, N.A.
                              1185 Avenue of the Americas
                              New York, New York  10036

                              Address for Notices:

                              Fleet Bank, N.A.
                              1185 Avenue of the Americas
                              3rd Floor
                              New York, New York  10036

                              Attention:  Thomas J. Levy, Vice President

                              Telephone:        212-819-5751
                              Facsimile:        212-819-4112

                                Credit Agreement


                                       69
<PAGE>


Commitment                    WACHOVIA BANK, N.A.
$17,000,000

                              By: /s/ William C. Christie
                                  ----------------------------
                                 Title: Senior Vice President

                              Domestic Lending Office:

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303

                              LIBO Lending Office:

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303

                              Address for Credit Notices:

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303

                              Attention:  William C. Christie

                              Telephone:        404-332-1434
                              Facsimile:        404-332-6898

                              Address for Administrative and Funding Notices
                                 and Notices Relating to Repayment:

                              Wachovia Bank, N.A.
                              191 Peachtree Street, N.E.
                              Atlanta, Georgia 30303

                              Attention:  Peaches Brown

                              Telephone:        404-332-6688
                              Facsimile:        404-332-4320


                                Credit Agreement


                                       70
<PAGE>


Commitment                    BANK OF TOKYO-MITSUBISHI TRUST
$12,000,000                     COMPANY


                              By: /s/ N. Saffra
                                 -----------------------------
                                Title: Vice President

                              Domestic Lending Office:

                              Bank of Tokyo-Mitsubishi Trust Company
                              1251 Avenue of the Americas, 12th Floor
                              New York, New York  10020-1104

                              LIBO Lending Office:

                              Bank of Tokyo-Mitsubishi Trust Company
                              1251 Avenue of the Americas, 12th Floor
                              New York, New York  10020-1104

                              Address for Credit Notices:

                              Bank of Tokyo-Mitsubishi Trust Company
                              1251 Avenue of the Americas, 12th Floor
                              New York, New York  10020-1104

                              Attention:  Mr. Rolando Uy

                              Telephone:        212-782-5637
                              Facsimile:        212-782-5635/5636


                                Credit Agreement


                                       71
<PAGE>



Commitment                    CREDIT LYONNAIS NEW YORK BRANCH
$12,000,000

                              By: /s/ D.E. Bradley
                                 --------------------------
                                Title: First Vice President

                              Domestic Lending Office:

                              Credit Lyonnais New York Branch
                              1301 Avenue of the Americas
                              New York, New York  10019

                              LIBO Lending Office:

                              Credit Lyonnais New York Branch
                              1301 Avenue of the Americas
                              New York, New York  10019

                              Address for Credit Notices:

                              Credit Lyonnais New York Branch
                              1301 Avenue of the Americas
                              New York, New York  10019

                              Attention:  Deborah E. Bradley

                              Telephone:        212-261-3886
                              Facsimile:        212-459-3179


                                Credit Agreement


                                       72
<PAGE>


Commitment                    ING BANK N.V.
$12,000,000

                              By: /s/ Peter Nabney
                                  -----------------------
                                Title: Country Manager


                              By: /s/ Alan Duffy
                                  -------------------------
                                Title: Assistant Director

                              Domestic Lending Office:

                              ING Bank N.V.
                              49, St. Stephen's Green
                              Dublin 2, Ireland

                              LIBO Lending Office:

                              ING Bank N.V.
                              49, St. Stephen's Green
                              Dublin 2, Ireland

                              Address for Notices:

                              ING Bank N.V.
                              49, St. Stephen's Green
                              Dublin 2, Ireland

                              Attention:  Alan Duffy

                              Telephone:        353-1-638-4017
                              Facsimile:        353-1-638-4050

                                Credit Agreement


                                       73
<PAGE>




Commitment                    NATIONAL WESTMINSTER BANK PLC
$12,000,000

                              Nassau Branch

                              By: /s/ Richard Freedman
                                 -----------------------------
                                Title: Director, North America

                              New York Branch

                              By: /s/ Wendy Bateman
                                 ----------------------------
                                Title: Corporate Manager
                                       Major Corporate Group

                              Domestic Lending Office:

                              National Westminster Bank PLC
                              65 East 55th Street-24th Floor
                              New York, New York 10022

                              LIBO Lending Office:

                              National Westminster Bank PLC
                              65 East 55th Street-24th Floor
                              New York, New York 10022

                              Address for Notices:

                              National Westminster Bank PLC
                              65 East 55th Street-24th Floor
                              New York, New York 10022

                              Attention:  Evonne Wearing

                              Telephone:        212-401-1407
                              Facsimile:        212-401-1494



                                Credit Agreement


                                       74
<PAGE>


                              SCHEDULE I

                              ERISA Matters


None



                                   Schedule I

<PAGE>


                                   SCHEDULE II

                                 Existing Liens


None





                                  Schedule II

<PAGE>


                                                                       EXHIBIT A

                                  FORM OF NOTE


$_________________                                    Dated: _________ __, _____


                  FOR VALUE RECEIVED,  the undersigned,  YOUNG & RUBICAM INC., a
corporation  organized  under  the laws of  Delaware  (the  "Borrower"),  HEREBY
PROMISES TO PAY to the order of  _________________  (the "Bank") for the account
of its Applicable Lending Office (as defined in the Credit Agreement referred to
below) on the Termination  Date (as so defined) the principal sum of $[amount of
the Bank's Commitment in figures] or, if less the aggregate  principal amount of
the Advances (as defined below) made by the Bank to the Borrower pursuant to the
Credit Agreement then outstanding.

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

                  Both principal and interest on each Advance are payable to the
Administrative  Agent's Account (as defined in the Credit Agreement  referred to
below),  in same  day  funds.  Each  Advance  made by the  Bank to the  Borrower
pursuant to the Credit Agreement,  and all payments made on account of principal
thereof,  shall be  recorded  by the Bank  and,  prior to any  transfer  hereof,
endorsed on the grid attached  hereto which is part of this Note;  provided that
the failure of the Bank to make any such  recordation or  endorsement  shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.

                  This Note is one of the Notes  referred to in, and is entitled
to the benefits of, the Credit  Agreement dated as of June 30, 1999 (the "Credit
Agreement")  among Young & Rubicam Inc.,  the Bank and certain other banks party
thereto, and Citibank, N.A., as Administrative Agent for the Bank and such other
banks. The Credit Agreement,  among other things, (i) provides for the making of
advances  (the  "Advances")  by the Bank to the Borrower from time to time in an
aggregate  amount not to exceed at any time  outstanding the Dollar amount first
above  mentioned,  the  indebtedness  of the Borrower  resulting  from each such
Advance  being  evidenced  by  this  Note,  and  (ii)  contains  provisions  for
acceleration  of the maturity hereof upon the happening of certain stated events
and also for  prepayments  on account of principal  hereof prior to the maturity
hereof upon the terms and conditions therein specified.

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

                  This Note shall be governed by, and  construed  in  accordance
with, the law of the State of New York, United States.

                                  Form of Note



<PAGE>


                              YOUNG & RUBICAM INC.



                              By__________________________
                                Title:



                                  Form of Note



                                        2
<PAGE>

<TABLE>
<CAPTION>


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

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

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

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

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

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



                                  Form of Note



                                       3
<PAGE>


                                                                      EXHIBIT B


                               NOTICE OF BORROWING


Citibank, N.A., as Administrative
  Agent for the Banks parties
  to the Credit Agreement
  referred to below
399 Park Avenue
New York, New York 10043
Attention:  ___________

                                                              [Date]

Ladies and Gentlemen:

                  The  undersigned,  Young & Rubicam Inc.,  refers to the Credit
Agreement dated as of June 30, 1999 (the "Credit  Agreement",  the terms defined
therein being used herein as therein  defined),  among the undersigned,  certain
Banks party thereto and Citibank,  N.A., as Administrative Agent for said Banks,
and hereby  gives you notice,  irrevocably,  pursuant to Section  2.01(d) of the
Credit  Agreement that the  undersigned  hereby  requests a Borrowing  under the
Credit  Agreement,  and in that  connection  sets  forth  below the  information
relating to such  Borrowing  (the  "Proposed  Borrowing") as required by Section
2.01(d) of the Credit Agreement:

                  (i) The Business Day of the Proposed  Borrowing is ___________
__, _____.

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

                  (iii)  The  aggregate  amount  of the  Proposed  Borrowing  is
___________.

                  [(iv) The initial  Interest  Period for each  Advance  made as
         part of the Proposed Borrowing is ______ month[s]]1.


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

                  (A) the  representations  and warranties  contained in Section
         4.01 [(not  including  the  representation  and  warranty  set forth in
         Section  4.01(b))]2  are true and  correct  in all


_____________________________
1 For LIBO Rate Advances only.


                          Form of Notice of Borrowing



<PAGE>


         material   respects,  before and after  giving  effect to the  Proposed
         Borrowing  and to the application of the proceeds therefrom,  as though
         made on and  as of such date (except to the extent such representations
         and warranties expressly relate to an earlier date); and

                  (B) no Default has occurred and is continuing, or would result
         from the  Proposed  Borrowing or from the  application  of the proceeds
         therefrom.

                                Very truly yours,

                              YOUNG & RUBICAM INC.



                              By___________________________
                                Title:











          _____________________________________
 ....   (continued)
2    Exclude  bracketed text if the Proposed  Borrowing is the initial Borrowing
     under the Credit Agreement.


                           Form of Notice of Borrowing
<PAGE>


                                                                      EXHIBIT C


              [Form of Opinion of General Counsel to the Borrower]


                                 ________, 1999

To the Banks party to the
  Credit Agreement referred to
  below

Citibank, N.A., as Administrative
  Agent
399 Park Avenue
New York, New York  10043

     Re:  Credit  Agreement  dated as of June 30, 1999 (the "Credit  Agreement")
          among Young & Rubicam Inc. (the  "Borrower"),  the Banks party thereto
          and Citibank, N.A., as Administrative Agent


Ladies and Gentlemen:

                  I am the  general  counsel of the  Borrower  and have acted as
counsel to the  Borrower  in  connection  with the  preparation,  execution  and
delivery of the following documents:

                  (a) the Credit Agreement; and

                  (b) the Notes delivered to the Banks on the date hereof;

The documents  described in the foregoing  clauses (a) and (b) are  collectively
referred  to herein  as the  "Credit  Documents".  Unless  otherwise  indicated,
capitalized terms used but not defined herein shall have the respective meanings
set forth in the Credit Agreement.  This opinion is furnished to you pursuant to
subsection 3.01(c) of the Credit Agreement.

                  In connection with this opinion, I have examined:

                  (A) the Credit Documents; and

                  (B) forms of the Notes to be delivered after the date hereof.

I also have  examined the  originals,  or certified,  conformed or  reproduction
copies,  of such records,  agreements,  instruments and other documents and have
made such other  investigations  as I have  deemed  relevant  and  necessary  in
connection with the opinions  expressed herein. As to questions of fact material
to this opinion, I have relied upon certificates as to matters of fact of public
officials and of officers and  representatives of the Borrower.  In addition,  I
have

               Form of Opinion of General Counsel to the Borrower



<PAGE>


examined,  and have relied as to matters of fact, upon the  representations
made in the Credit Documents.

                  In rendering the opinions set forth below,  I have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to me as originals,  the conformity to
original documents of all documents  submitted to me as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  Based upon and  subject to the  foregoing,  and subject to the
qualifications and limitations set forth herein, I am of the opinion that:

                  1. The  Borrower  (a) has been duly  organized  and is validly
existing and in good standing  under the laws of the State of Delaware,  (b) has
the power and  authority  to execute,  deliver  and  perform  each of the Credit
Documents to which it is a party and has taken all necessary action to authorize
the  borrowings  on the terms and  conditions  of the Credit  Agreement  and the
Notes,  and (c) has duly  executed and  delivered  the Credit  Agreement and the
Notes.

                  2.  Each  Credit  Document  constitutes  and each of the Notes
delivered after the date hereof,  assuming the due authorization,  execution and
delivery  by the  Borrower,  will  constitute  the  valid  and  legally  binding
obligation of the Borrower,  enforceable against the Borrower in accordance with
its terms.

                  3. The  execution,  delivery  and  performance  of the  Credit
Documents,  the  borrowings  under the Credit  Agreement and the use of proceeds
thereof will not violate any Requirement of Law or Contractual Obligation of the
Borrower and will not result in, or require,  the creation or  imposition of any
Lien on any of its  properties or revenues  pursuant to any such  Requirement of
Law or Contractual Obligation.

                  4. No consent or authorization  of, filing with, notice to, or
other act by or in respect of, any Governmental Authority or any other Person is
required by the  Borrower in  connection  with the  borrowings  under the Credit
Agreement   or  with  the   execution,   delivery,   performance,   validity  or
enforceability of the Credit Documents.

                  5. To my knowledge,  there is no litigation,  investigation or
proceeding of or before any arbitrator or  Governmental  Authority is pending or
threatened by or against the Borrower or against any of its  Properties (a) with
respect to any Credit Document or any of the transactions  contemplated  thereby
or (b) which could reasonably be expected to have a Material Adverse Effect.

                  6. The  Borrower is not an  "investment  company" or a company
"controlled"  by an  "investment  company"  within the meaning of and subject to
regulation under the Investment Company Act of 1940, as amended.

                  7. The execution,  delivery and performance by the Borrower of
the Credit  Documents and the making of the Advances under the Credit  Agreement
(assuming  the proceeds


               Form of Opinion of General Counsel to the Borrower


                                      2
<PAGE>


of the Advances are used in the manner  provided in the Credit  Agreement)  will
not  violate  Regulation  T, U or X of the  Board of  Governors  of the  Federal
Reserve System.

                  The  opinions  expressed  herein are subject to the  following
qualifications and comments:

                    (a) In connection  with my opinion  expressed in paragraph 1
               above, I have relied upon  certificates of public officials as to
               good standing.

                    (b) Each of the Credit Documents is subject to the effect of
               (i) bankruptcy, insolvency,  reorganization,  moratorium or other
               similar  laws  relating to or  affecting  the rights of creditors
               generally  and (ii) the  application  of  general  principles  of
               equity  (regardless  of  whether  enforcement  is  considered  in
               proceedings at law or in equity).

                    (c) Insofar as certain  provisions  of the Credit  Agreement
               may provide for  indemnification  with respect to  violations  of
               Federal or state securities law, the  enforceability  thereof may
               be limited by public policy considerations.

                    (d) The  provisions  of the  Credit  Agreement  that  permit
               Administrative  Agent or any of the Banks to take  action or make
               determinations,  or  to  benefit  from  indemnities  and  similar
               undertakings of any party to the Credit Documents, may be subject
               to a requirement that such action be taken or such determinations
               be made,  and any action or inaction by  Administrative  Agent or
               any of the  Banks  that may give rise to a  request  for  payment
               under such an undertaking be taken or not taken,  on a reasonable
               basis and in good faith.

                    (e) I express  no  opinion  as to (i)  whether a Federal  or
               state court outside of the State of New York would give effect to
               the choice of New York law provided for in the Credit  Agreement,
               or (ii) the  waiver of jury trial  found in  Section  8.12 of the
               Credit Agreement.

                    (f) To the extent that the  obligations  of the Borrower may
               be dependent  upon such  matters,  I have assumed for purposes of
               this opinion that each party other than the  Borrower  (each,  an
               "Other  Party"  and  collectively,  the "Other  Parties")  to the
               agreements  and contracts  referred to herein is duly  organized,
               validly  existing  and in good  standing  under  the  laws of its
               jurisdiction  of  incorporation;  that each  Other  Party has the
               requisite corporate or other  organizational  power and authority
               to perform its  obligations  under such agreements and contracts,
               as applicable;  and that such  agreements and contracts have been
               duly  authorized,  executed and delivered by each Other Party.  I
               have  also  assumed  that  each  such   agreement   and  contract
               constitutes  the legally  valid and binding  obligation of all of
               the  Other  Parties  party  thereto,  enforceable  against  Other
               Parties  in  accordance  with its  respective  terms.  Except  as
               expressly  covered  in  this  opinion,  I am not  expressing  any
               opinion as to the effect of compliance by any Bank with any state
               or Federal laws or  regulations  applicable  to the  transactions
               because of the nature of any of its businesses.


               Form of Opinion of General Counsel to the Borrower


                                        3
<PAGE>


                    (g) My opinions in paragraphs 3 and 4 above as to compliance
               with certain  statutes,  rules and  regulations  are based upon a
               review of those  statutes,  rules and  regulations  which,  in my
               experience,  are  normally  applicable  to  borrowers  engaged in
               transactions of the type contemplated by the Credit Documents and
               statutes,   rules  and  regulations  applicable  to  corporations
               conducting businesses similar to those conducted by the Borrower.

             I am a  member  of the Bar of the  State  of New  York,  and do not
express any opinion herein concerning any law other than the law of the State of
New York,  the  Federal  law of the  United  States,  and the  Delaware  General
Corporation Law.

             This opinion letter is rendered to you and your permitted assignees
in connection with the above described transactions. This opinion letter may not
be relied upon by you for any other purpose, or relied upon by any other person,
firm or corporation without my prior written consent.

                                                       Very truly yours,






               Form of Opinion of General Counsel to the Borrower


                                       4

<PAGE>

                                                                      EXHIBIT D


                  [Form of Opinion of Special New York Counsel
                          to the Administrative Agent]


                                ___________, 1999


To the Banks party to the
  Credit Agreement referred to
  below

Citibank, N.A., as Administrative
  Agent
399 Park Avenue
New York, New York  10043

Ladies and Gentlemen:

                  We have acted as special New York counsel to  Citibank,  N.A.,
as  Administrative  Agent, in connection  with the Credit  Agreement dated as of
June  30,  1999  (the  "Credit  Agreement")  among  Young &  Rubicam  Inc.  (the
"Borrower"),  the Banks party  thereto and  Citibank,  N.A.,  as  Administrative
Agent,  providing  for  loans  to be made by said  Banks to the  Borrower  in an
aggregate   principal   amount  at  any  one  time   outstanding  not  exceeding
$200,000,000.  Terms defined in the Credit  Agreement are used herein as defined
therein.  This  opinion is being  delivered  pursuant to Section  3.01(d) of the
Credit Agreement.

                  In rendering the opinions  expressed  below,  we have assumed,
with respect to all of the documents referred to in this opinion letter, that:

                    (i)  such documents have been duly  authorized by, have been
                         duly  executed  and  delivered  by, and  (except to the
                         extent  set  forth  in  the  opinions  below  as to the
                         Borrower)   constitute   legal,   valid,   binding  and
                         enforceable  obligations of, all of the parties to such
                         documents;

                    (ii) all  signatories  to  such  documents  have  been  duly
                         authorized;

                    (iii)all  of  the  parties  to  such   documents   are  duly
                         organized  and validly  existing and have the power and
                         authority (corporate or other) to execute,  deliver and
                         perform such documents; and


                       Form of Opinion of Special New York
                       Counsel to the Administrative Agent



<PAGE>


                    (iv) all  and  other  governmental  consents  and  approvals
                         required in connection  with the  execution,  delivery,
                         performance,  validity or  enforceability of the Credit
                         Agreement  and the Notes have been made or obtained and
                         are in full force and effect.

                  Based upon and subject to the  foregoing  and subject  also to
the comments and  qualifications  set forth below,  and having  considered  such
questions  of law as we  have  deemed  necessary  as a basis  for  the  opinions
expressed  below, we are of the opinion that the Credit  Agreement  constitutes,
and the Notes when duly executed and delivered for value will constitute, legal,
valid and binding obligation of the Borrower,  enforceable  against the Borrower
in  accordance  with  their  terms,  except  as may be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium,  fraudulent  conveyance or transfer or
other similar laws  relating to or affecting  the rights of creditors  generally
and  except as the  enforceability  thereof is  subject  to the  application  of
general  principles of equity  (regardless of whether considered in a proceeding
in  equity  or  at  law),  including,   without  limitation,  (a)  the  possible
unavailability of specific performance, injunctive relief or any other equitable
remedy and (b)  concepts  of  materiality,  reasonableness,  good faith and fair
dealing.

                  The foregoing  opinions are subject to the following  comments
and qualifications:

                  (A)  The  enforceability  of  Section  8.04(b)  of the  Credit
         Agreement  may be  limited  by  laws  limiting  the  enforceability  of
         provisions   exculpating  or  exempting  a  party  from,  or  requiring
         indemnification  of a party  for,  its own action or  inaction,  to the
         extent such action or inaction involves gross negligence,  recklessness
         or willful or unlawful conduct.

                  (B) The  enforceability  of provisions in the Credit Agreement
         to the  effect  that  terms  may not be waived  or  modified  except in
         writing may be limited under certain circumstances.

                  (C) We  express no opinion as to (i) the effect of the laws of
         any  jurisdiction in which any Bank is located (other than the State of
         New York) that limit the interest,  fees or other charges such Bank may
         impose,  (ii)  the  second  sentence  of  Section  2.15  of the  Credit
         Agreement, or (iii) Section 8.09 of the Credit Agreement.

         The  foregoing  opinions are limited to matters  involving  the Federal
laws of the United  States  and the law of the State of New York,  and we do not
express any opinion as to the laws of any other jurisdiction.

                  This opinion letter is, pursuant to Section 3.01 of the Credit
Agreement,  provided to you by us in our capacity as special New York counsel to
the  Administrative  Agent  and may not be  relied  upon by any  Person  for any
purpose  other than in  connection  with the  transactions  contemplated  by the
Credit Agreement without, in each instance, our prior written consent.

                                Very truly yours,

                      Form of Opinion of Special New York
                       Counsel to the Administrative Agent

                                       3
<PAGE>

                                                                      EXHIBIT E

                            ASSIGNMENT AND ACCEPTANCE

                          Dated ____________ __, _____


                  Reference is made to the Credit Agreement dated as of June 30,
1999 (the "Credit Agreement") among Young & Rubicam Inc., a New York corporation
(the  "Borrower"),  the Banks (as defined in the Credit Agreement) and Citibank,
N.A., as Administrative Agent for the Banks (the "Administrative  Agent"). Terms
defined in the Credit Agreement are used herein with the same meaning.

                  _____________   (the   "Assignor")  and   _____________   (the
"Assignee") agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee,  and
the Assignee  hereby  purchases and assumes from the Assignor,  that interest in
and to all of the Assignor's  rights and obligations  under the Credit Agreement
as of the date hereof which  represents  the  percentage  interest  specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement,
including,  without limitation,  such interest in the Assignor's  Commitment and
the Advances  owing to the Assignor,  and the Notes held by the Assignor.  After
giving effect to such sale and  assignment,  the  Assignee's  Commitment and the
amount of the Advances  owing to the Assignee  will be as set forth in Section 2
of Schedule 1.

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

                  3. The Assignee  (i)  confirms  that it has received a copy of
the Credit Agreement,  together with copies of the financial statements referred
to in Section 4.01 thereof and such other  documents and  information  as it has
deemed  appropriate  to make its own credit  analysis and


                        Form of Assignment and Acceptance



<PAGE>

decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the  Administrative  Agent, the Assignor
or any other Bank and based on such  documents and  information as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Credit Agreement;  (iii) appoints and authorizes the
Administrative  Agent to take such action as administrative  agent on its behalf
and to exercise  such powers under the Credit  Agreement as are delegated to the
Administrative  Agent by the terms  thereof,  together  with such  powers as are
reasonably  incidental  thereto;  (iv) agrees that it will perform in accordance
with  their  terms  all of the  obligations  which by the  terms  of the  Credit
Agreement are required to be performed by it as a Bank; and (v) specifies as its
Domestic Lending Office (and address for notices) and Eurodollar  Lending Office
the offices set forth beneath its name on the signature pages hereof.

                  4.  Following the execution of this  Assignment and Acceptance
by the  Assignor and the Assignee and the consent of the Borrower (to the extent
required pursuant to Section 8.07 of the Credit Agreement), it will be delivered
to the  Administrative  Agent for acceptance and recording by the Administrative
Agent. The effective date of this Assignment and Acceptance shall be the date of
acceptance thereof by the Administrative  Agent,  unless otherwise  specified on
Schedule 1 hereto (the "Closing Date").

                  5. Upon such  acceptance  and recording by the  Administrative
Agent,  as of the Closing Date,  (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this  Assignment and  Acceptance,  have
the rights and  obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement.

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

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

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Assignment and Acceptance to be executed by their respective  officers thereunto
duly authorized,  as of the date first above written,  such execution being made
on Schedule 1 hereto.

                        Form of Assignment and Acceptance

                                       2
<PAGE>

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE
<TABLE>
<CAPTION>
<S>                                                                <C>

Percentage assigned to Assignee                                        _______________%

Assignee's Commitment                                                  $______________

Aggregate outstanding principal
  amount of Advances assigned                                          $______________

Principal Amount of Note payable to Assignee                           $______________

Principal Amount of Note payable to Assignor                           $______________

Closing Date (if other than
  date of acceptance by
  Administrative Agent)*                                               __________ __, _____

                                                     [NAME OF ASSIGNOR], as Assignor

                                                     By______________________________
                                                       Title:

                                                     [NAME OF ASSIGNEE], as Assignee

                                                     By______________________________
                                                       Title:

                                                     Domestic Lending Office:


                                                     Eurodollar Lending Office:
</TABLE>

*  This  date  should  be  no  earlier  than  the  date  of  acceptance  by  the
   Administrative Agent.

                        Form of Assignment and Acceptance
<PAGE>



Accepted this ____ day
  of _______, _____

CITIBANK, N.A., as
  Administrative Agent


By_____________________
  Title:


CONSENTED TO:

YOUNG & RUBICAM INC.


By_____________________
  Title:

                        Form of Assignment and Acceptance