LOAN AGREEMENT
                                       for
                       Facilities of up to US$250,000,000

                                       to
                        CORDIANT COMMUNICATIONS GROUP PLC
                                   and others


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



                                      Agent
                            HSBC INVESTMENT BANK PLC

                                   Norton Rose
                                     London
<PAGE>

THIS AGREEMENT is dated 8 November 1999 and made BETWEEN:

(1)  CORDIANT COMMUNICATIONS GROUP PLC as the Parent;

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

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

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

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

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

(7)  HSBC BANK PLC as Overdraft Bank.

IT IS AGREED as follows:

     1   PURPOSE AND DEFINITIONS

     1.1 Purpose

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

     (a)  the Banks  agree,  according  to their  several  obligations,  to make
          available  to the  Borrowers  a  revolving  credit  facility  of up to
          $125,000,000 or its equivalent in Optional  Currencies,  the Swingline
          Bank agrees to make  available to the  Swingline  Borrower a swingline
          facility  (including a letter of credit facility) of up to $18,000,000
          and the  Overdraft  Bank  agrees to make  available  to the  Overdraft
          Borrowers an overdraft facility of up to (pound) 4,000,000, subject to
          an overall limit on all such  facilities of  $125,000,000,  to be used
          for the purposes of:

              (i)    refinancing the Existing Facilities;

              (ii)   funding the purchase  consideration payable (initial and by
                     way of earn out) by Bates Deutschland Holdings GmbH for the
                     D Acquisition and to pay the costs and expenses incurred in
                     connection with the D Acquisition;

              (iii)  paying the costs and expenses  incurred in connection  with
                     the Waterloo Acquisition; and

              (iv)   other general corporate purposes;

     (b)  the Banks  agree,  according  to their  several  obligations,  to make
          available  a further  revolving  credit  facility  (with a  conversion
          option)  of  up  to   $125,000,000   or  its  equivalent  in  Optional
          Currencies, to be used for general corporate purposes.

     1.1 DEFINITIONS

     In this Agreement, unless the context otherwise requires:

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

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

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

     "Adjusted  PBIT" means,  in respect of a period,  PBIT for that period plus
depreciation for that period less Property Payments in respect of that period;

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

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

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

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

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

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

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

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

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

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

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

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

     "Banking Day" means:

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

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

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

     "Bid Bond" means a bid,  performance  or advance  payment bond or guarantee
issued by a financial  institution to a client or prospective client of a member
of the Group in connection with a contract for which that member of the Group is
bidding or which has been awarded to that member of the Group;

     "Borrowed  Money" means  Indebtedness  in respect of (i) money  borrowed or
raised  and  debit  balances  at  banks  (provided  that  for  the  purposes  of
calculating the amount of any such  Indebtedness the calculation shall be net of
credit  balances  which together with the relevant debit balances are subject to
contractual netting arrangements), (ii) any bond, note, loan stock, debenture or
similar debt instrument, (iii) acceptance or documentary credit facilities, (iv)
receivables  sold or discounted  (otherwise than on a non-recourse  basis),  (v)
deferred  payments for assets or services acquired where the deferred payment is
arranged  primarily as a method of raising  finance or financing the acquisition
of the asset or services  acquired  (excluding  credit  granted in the  ordinary
course of trading for a period not exceeding 120 days (or in the case of Greece,
Spain and Italy, not exceeding 180 days) and deferred  consideration payments in
respect of  acquisitions  or  investments  permitted in  accordance  with clause
12.2(f)),  (vi)  the  capital  element  of  Finance  Leases  and  hire  purchase
contracts,  (vii) (except for the purposes of the  definition  of  "Consolidated
Gross  Borrowings" and clause 14.1(f))  Derivatives  Contracts  (viii) any other
transaction  (including without  limitation forward sale or purchase  agreements
where the deferred payment is arranged  primarily as a method of raising finance
or  financing  the  acquisition  of the asset or services  acquired)  having the
commercial  effect of a borrowing or raising of money or of any of (ii) to (vii)
above and (ix)  guarantees  in respect  of  Indebtedness  of any person  falling
within any of (i) to (viii) above;

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

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

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

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

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

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

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

     "Computer System" means each item of information  technology  equipment and
software programme (including, without limitation,  software and embedded chips)
used in the course of the relevant member of the Group's business;

     "Consolidated  Gross Borrowings"  means the aggregate  principal or capital
amount of all  Borrowed  Money  incurred  by the Group  (including  any fixed or
minimum premium payable on final repayment) plus the aggregate principal element
of  Borrowed  Money  secured  by any  Encumbrance  over  all or any  part of the
undertaking,  property,  assets,  rights or  revenues of any member of the Group
except that:

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

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

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

(iv)   Consolidated Gross Borrowings expressed in or calculated by reference
          to a currency  other than Sterling shall be converted into Sterling by
          reference  to the  rate  of  exchange  used  by  the  Parent  for  the
          conversion of such currency in accordance  with the management  policy
          of  converting  such  amounts  on a daily  basis or,  if the  relevant
          currency  was  not  thereby  involved,  by  reference  to the  rate of
          exchange  or  approximate  rate of  exchange  ruling  on such date and
          determined on such basis as the Agent may determine or approve;

(v)    the  principal  amount  of  Consolidated  Gross  Borrowings  deemed to be
       outstanding  in relation to Finance  Leases or hire  purchase  agreements
       shall  be the  present  value  of the  minimum  lease  or  hire  payments
       discounted at the interest  rate  implicit in the relevant  lease or hire
       purchase agreement;

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

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

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

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

     "Consolidated  Gross Interest  Expenditure"  means, in respect of a period,
the aggregate  amount  (calculated on a consolidated  basis) of all  continuing,
regular or periodic  costs,  charges and  expenses  paid or payable  during that
period in respect of Consolidated Gross Borrowings, including:

     (a)  any acceptance  commission  paid or payable in respect of any bills of
          exchange or other negotiable instruments;

     (b)  any initial issue discount  allowed on the issue of debentures (to the
          extent  relating to that period when  amortised  over the term of such
          debentures); and

     (c)  the interest component of rentals under Finance Leases,

          but excluding:

     (i)  arrangement  and other  one-off  fees (to the extent  relating to that
          period when amortised over the term of the relevant Consolidated Gross
          Borrowing);

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

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

     "Consolidated Net Interest  Expenditure" means, in respect of a period, the
Consolidated  Gross Interest  Expenditure  accrued for that period net of credit
interest accrued by the Group during such period;

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

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

     "D" means Diamond Ad Ltd;

     "D Acquisition" means the proposed acquisition of D, a company incorporated
in the Republic of Korea pursuant to the D Acquisition Agreement;

     "D Acquisition Agreement" means the sale and purchase agreement relating to
the acquisition of the D Group;

     "D Due Diligence" means the KPMG report dated 30 September,  1999 addressed
to the Parent together with any  supplemental  papers presented to the Arrangers
by the Parent, in each case in the agreed form;

     "D  Group"  means  D and  its  Subsidiaries  as at  the  date  of the D Due
Diligence;

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

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

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

     (i)  a rate swap,  basis swap,  commodity swap,  forward rate  transaction,
          commodity  option,  equity (or equity or other  index) swap or option,
          bond option, interest rate option, foreign exchange transaction,  cap,
          collar or floor,  currency swap,  currency option or any other similar
          transaction; and/or

     (ii) any combination of such transactions,

in each case, whether on-exchange or otherwise;

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

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

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

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

     "Encumbrance"  means any  mortgage,  charge  (whether  fixed or  floating),
pledge, lien,  hypothecation,  assignment by way of security,  trust arrangement
for the purpose of  providing  security or other  security  interest of any kind
securing any obligation of any person or any other arrangement having the effect
of conferring  rights of set-off and includes any agreement to create any of the
foregoing;

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

     "Environmental Claim" means any claim by any person:

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

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

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

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

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

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

     "Environmental Law" means all laws (including,  without limitation,  common
law), regulations,  directives, codes of practice,  circulars,  guidance notices
and the like having legal effect concerning the protection of human health,  the
Environment, the conditions of the work place or the generation, transportation,
storage,  treatment or disposal of Dangerous Substances and in the case of codes
of practice, circulars, guidance notices and the like with which it is customary
for persons carrying on a similar business to the Group to comply with;

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

     "Equity  share  capital" has the meaning  given to it in Section 744 of the
Companies Act 1985;

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

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

     "ERISA  Event" means  (i)(A) any  reportable  event,  as defined in Section
4043(c) of ERISA and the regulations issued thereunder,  with respect to a Plan,
as to which PBGC has not by regulation waived the requirement of Section 4043(a)
of ERISA that it be notified  within thirty days of the occurrence of such event
(provided that a failure to meet the minimum funding  standard of Section 412 of
the Code or Section 302 of ERISA shall be a reportable event for the purposes of
this  paragraph  regardless  of the issuance of any waivers in  accordance  with
Section  412(d) of the  Code);  or (B) the  requirements  of  subsection  (1) of
Section  4043(b) of ERISA (without regard to subsection (2) of such Section) are
met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of
ERISA, of a Plan, and an event  described in paragraph (9), (10),  (11), (12) or
(13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to
such Plan within the following 30 days; (ii) the filing of a notice of intent to
terminate  under  Section  4041(a)(2) of ERISA in a distress  termination  under
Section  4041(c) of ERISA;  (iii) the  institution by PBGC of proceedings  under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer,  any  Plan;  and  (iv)  an  engagement  in a  non-exempt  prohibited
transaction  within the  meaning of Section  4975 of the Code or Section  406 of
ERISA,  which upon the  occurrence of any of the events  described in paragraphs
(i) to (iv)  (inclusive)  above  would  reasonably  be  expected  to result in a
material liability of any member of the Group or any ERISA Affiliate;

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

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

     "Existing  Facilities"  means the loan facilities  governed by an agreement
dated 30 September  1997 (as amended and  restated)  and made between the Parent
(1), the companies identified as such in part 1 of the first schedule thereto as
original borrowers (2), The Bank of New York and HSBC Bank PLC as arrangers (3),
the banks and financial  institutions  named in the second schedule  thereto(4),
HSBC  Investments  Bank plc as agent and  security  trustee (5), The Bank of New
York as swingline  Bank (6), HSBC Bank plc as overdraft  bank (7), HSBC Bank plc
as issuing bank (8) and HSBC Bank plc (9);

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

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

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

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

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

     "Facility  A  Amount"  means  $125,000,000  reduced  by (i)  the  Swingline
Minimum,  (ii) the Facility A Decrease,  (iii) the Overdraft Facility Amount, as
further  reduced  by any  relevant  provision  of this  Agreement;

          "Facility  A  Availability  Period"  means the period from the date of
this  Agreement  and ending on the date which falls 60 months  after the date of
this Agreement or on such earlier date (if any) on which the Swingline  Facility
and the Overdraft  Facility are all reduced to zero and the Total Commitments in
respect  of  Facility  A are all  reduced  to zero  under  or  pursuant  to this
Agreement;

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

     "Facility B" means the revolving  credit  facility  granted by the banks in
accordance with clause 2.1(b) with a conversion option;

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

     "Facility B Amount" means $125,000,000 as reduced by any relevant provision
of this Agreement;

     "Facility  B  Availability  Period"  means the period from the date of this
Agreement  and  ending on the date  which  falls 364 days after the date of this
Agreement  or on such earlier  date (if any) on which the Total  Commitments  in
respect of Facility B are reduced to zero under or pursuant to this Agreement;

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

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

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

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

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

     "Fiscal Quarter" means each fiscal period for the Group of three successive
months  beginning  on the day after a Quarter  Day and  ending on the  following
Quarter Day;

     "Fiscal  Year"  means each  fiscal  period for the Group  beginning  on 1st
January and ending on 31 December in that year;

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

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

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

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

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

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

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

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

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

     "Indebtedness"  means any obligation for the payment or repayment of money,
whether as  principal  or as surety  and  whether  present or future,  actual or
contingent;

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

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

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

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

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

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

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

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

     "London Stock Exchange" means London Stock Exchange Limited;

     "Majority  Banks" means,  at any relevant time,  Banks (a) the aggregate of
whose  Contributions  in respect of Revolving Credit Advances and the Conversion
Advance  exceeds  662/3  per  cent  of the  Revolving  Credit  Advances  and the
Conversion  Advance or (b) (if  neither  Conversion  Advance  nor any  Revolving
Credit  Advances are  outstanding  under this  Agreement) the aggregate of whose
Commitments exceeds 662/3 per cent of the Total Commitments;

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

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

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

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

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

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

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

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

     "Net Derivatives  Liability" means, at any time, the net liability (if any)
at such  time of the  members  of the  Group  taken  as a whole  in  respect  of
Derivatives  Contracts  determined by reference to the amounts (as determined by
the Agent)  which  would be payable or  receivable  by the  members of the Group
pursuant  to the  terms  of  such  Derivatives  Contracts  if  such  Derivatives
Contracts were terminated at such time;

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

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

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

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

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

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

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

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

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

     "Overdraft  Borrowers"  means each of the Parent,  Bates UK Limited,  Bates
Overseas  Holdings  Limited,  XMSS Limited,  Swot Plus Limited,  Cordiant  Group
Limited,  Cordiant Property Holdings Limited, ICM International  Limited,  Bates
Communications  Limited,  Bates  Europe  Limited,  The  Decision  Shop  Limited,
Euromedia Express Limited,  141 Blue Skies Limited,  Atlas Advertising  Limited,
Bates Advertising USA Inc. and the Additional Overdraft Borrowers;

     "Overdraft  Facility" means an overdraft facility of up to (pound)4,000,000
made  available to the  Overdraft  Borrowers by the  Overdraft  Bank pursuant to
clause 2.1(d);

     "Overdraft  Facility  Amount" means, at any time, the Dollar  equivalent of
(pound) 4,000,000 as reduced by any relevant provision of this Agreement;

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

     "Participating  Member  State" means a member  state of the European  Union
that has adopted or adopts the single currency in accordance with the Treaty;

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

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

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

     "Permitted Encumbrances" means:

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

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

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

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

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

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

     (g)  any Encumbrance given by a member of the Group in connection with bona
          fide  arrangements  for the maintenance of media  accreditation of any
          member of the Group  provided that such members of the Group  purchase
          media only in accordance with normal industry practice;

     (h)  until  repayment of the Existing  Facilities,  any  Encumbrance  which
          secures the Existing Facilities;

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

     (j)  any Encumbrance on assets acquired after the date of this Agreement or
          on assets of a company  which  becomes a Subsidiary  after the date of
          this Agreement  (which  Encumbrances  were in existence at the date of
          acquisition  or such  company  becoming  a  Subsidiary,  but  were not
          created in contemplation thereof) but in each case only if the maximum
          amount thereby  permitted from time to time to be secured has not been
          increased on account of, or since the date of, the acquisition of such
          asset or the date on which  such  company  becomes  a  Subsidiary  and
          provided  that the same is  discharged  in full within 6 months of the
          date  of  the  relevant   acquisition  or  such  company   becoming  a
          Subsidiary;

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

     (l)  any Encumbrance created in favour of a plaintiff or a defendant in any
          action,  or the court or tribunal before which such action is brought,
          as security  for costs for  expenses  where any member of the Group is
          prosecuting or defending such action in the bona fide interest of such
          member  and/or any other member of the Group  provided  that the total
          amount secured does not exceed (pound) 500,000;

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

     (n)  liens  arising  by  operation  of law or by  way  of  contract  in the
          ordinary  course  of  business  to the  extent  that  the  same  would
          otherwise arise by operation of law;

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

     (p)  any pledge of documents as security for the liabilities of a member of
          the Group in respect of a documentary credit facility taken out in the
          ordinary course of business; and

     (q)  any  retention  of title to goods  supplied to any member of the Group
          where that  retention  is  required by the  supplier  in the  ordinary
          course of its trading activities and on customary terms;

     (r)  Encumbrances existing as at the date of this Agreement provided by the
          Waterloo Group securing in aggregate a maximum of(pound)7,500,000;

     (s)  any Encumbrance over any rent deposits as security for rental payments
          to be made by any member of the Group  under or  pursuant to any lease
          of premises used for its business; and

     (t)  any Encumbrance not otherwise  permitted pursuant to paragraphs (a) to
          (s) above  (inclusive)  and securing  Indebtedness  in  aggregate  not
          exceeding (pound) 3,000,000;

     "Permitted Guarantees" means:

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

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

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

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

     (e)  any guarantee given by a company which becomes a Subsidiary  after the
          date of this Agreement  (which  guarantee was in existence at the date
          such company becomes a Subsidiary and was not created in contemplation
          thereof)  but  only if the  maximum  amount  guaranteed  has not  been
          increased  on  account  of or since  the date on  which  such  company
          becomes a Subsidiary and provided that the same is discharged within 6
          months of the relevant company becoming a Subsidiary;

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

     (g)  any guarantee  given by a member of the Group in connection  with bona
          fide  arrangements  for the maintenance of media  accreditation of any
          member of the Group  provided that such members of the Group  purchase
          media only in accordance with normal industry practice;

     (h)  any  indemnity  given by a member of the Group  required  by a bank as
          part of its  normal  terms and  conditions  for  transacting  business
          indemnifying  such bank  against  costs and losses it may sustain as a
          consequence of accepting telephone or facsimile instructions from such
          member of the Group;

     (i)  any counter  indemnity  given by any member of the Group in connection
          with a Bid Bond;

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

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

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

     (m)  the Zenith Guarantee.

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

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

     "Property  Payments" means the aggregate amount of (i) the payments made by
a member of the Group  pursuant to leases of  unoccupied  land or  buildings  of
which such member of the Group is a lessor and (ii) the amount by which payments
under a lease of land or  buildings  of which a member  of the Group is a lessee
exceeds the amount of rental  received by such member of the Group in respect of
such land or  buildings  from any other person to the extent that such amount is
not included in PBIT;

     "Qualifying Bank" means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Substitute" has the meaning given to it in clause 18.3;

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

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

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

     "Swingline Borrower" means Bates US Holdings Inc.;

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

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

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

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

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

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

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

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

     "Taxes"  includes all present and future taxes,  levies,  imposts,  duties,
fees or charges of whatever nature together with interest  thereon and penalties
in respect thereof and "Taxation" shall be construed accordingly;

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

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

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

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

     "Treaty"  means the Treaty  establishing  the European  Economic  Community
being the Treaty of Rome of 25 March 1957 as amended by the Single  European Act
1986 and the  Maastricht  Treaty  (which was signed on 7 February  1992 and came
into force on 1 November 1993) as amended,  varied or supplemented  from time to
time;

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

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

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

     "Waterloo" means Healthworld Corporation Inc.;

     "Waterloo  Acquisition"  means the acquisition  described in paragraph 2 of
schedule 12;

     "Waterloo  Information  Package" means the Parent board papers  relating to
the Waterloo  Acquisition together with any supplemental papers presented to the
Arrangers by the Parent, in each case, in the agreed form;

     "Waterloo  Group" means Waterloo and its Subsidiaries as at the date of the
Waterloo Information Package;

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

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

     "Zenith  Guarantee"  means  the  guarantee  given  by the  Parent  to  HSBC
Investment  Bank plc as  Security  Trustee in  respect of the  (pound)21,500,000
facility agreement dated 30 September 1997 and made between (inter alios) Zenith
Media Holdings  Limited,  HSBC Investment Bank plc as agent and security trustee
and the banks referred to therein; and

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

     1.2 Headings

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

     1.3 Construction of certain terms

     In this Agreement, unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

     1.4 Majority Banks

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

     1.5 Agent's opinion

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

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

     2   The Facilities

     2.1 Amount

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

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

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

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

     (d)  the Overdraft Bank agrees to make available to the Overdraft Borrowers
          the principal sum of up to (pound)4,000,000.

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

     2.2 Obligations several

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

     2.3 Interests several

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

     2.4 Maximum outstandings

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

     3   Conditions

     3.1 Documents and evidence required

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

     (b)  In addition to clause  3.1(a) the  obligation of each Bank to make its
          Commitments  available  for  the  purposes  of  funding  the  purchase
          consideration  payable by Bates  Deutschland  Holdings  GmbH for the D
          Acquisition  shall be subject to the further condition that the Agent,
          or its duly authorised  representative,  shall have received not later
          than two Banking Days before the day on which the  Drawdown  Notice is
          given in  respect  of the first  Advance  which is to be used for such
          purpose,  the documents and evidence specified in part B of schedule 4
          in form and substance satisfactory to it.

     3.2 General conditions precedent

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

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

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

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

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

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

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

     3.3 Waiver of conditions precedent

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

     3.4 Notification

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

     4  The Facilities; Currencies

     4.1  Drawdown  of  Advances

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

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

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

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

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

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

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

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

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

     4.3 Amount and Term of Revolving Credit Advances

     Each Revolving Credit Advance shall be:

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

     (b)  denominated in one currency only;

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

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

     4.4 Amount and Term of Swingline Advances

     (a)  Each Swingline Advance shall be:

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

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

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

     4.5 Selection of currencies

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

     4.6 Limit on currencies; non-availability

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

     4.7 Facility B conversion option

     The Parent shall have the option ("the Conversion  Option") on the last day
of the Facility B  Availability  Period to convert all or some of the Facility B
Total  Commitments  into a term loan facility and,  subject to the terms of this
Agreement,  to draw  under  Facility  B a single  term  loan  advance  in one of
Dollars,  Sterling or euros (the "Conversion  Advance") on such date by delivery
to the Agent of a duly completed Drawdown Notice.

     4.8 The Termination Dates

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

     4.9 Application of proceeds

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

     4.10 Information

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

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

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

     (d)  Neither the Agent nor the  Swingline  Bank shall have any liability to
          any other  party to this  Agreement  in respect of any matter  arising
          directly or  indirectly  as a result of its failure to comply with its
          obligations  under this clause  4.10 or for any  Advance or  Swingline
          Letter of Credit  being made or issued in breach of the limits set out
          in this Agreement.  In the event that any Advance is made or Swingline
          Letter of Credit  is  issued  in breach of any such  limit the  Parent
          will,  on demand by the Agent,  forthwith  procure  that  Advances are
          prepaid  in  accordance  with  the  terms  of  this  Agreement  and/or
          Swingline  Letters of Credit  irrevocably  cancelled  so that any such
          limit is no longer breached.

     4.11 Refinancing of the Existing Facilities

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

     5   Interest; alternative interest rates

     5.1 Calculation of Margin

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

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

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

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

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

(B)    as at the end of each Fiscal  Half-Year ended 30 June by reference to the
       unaudited  (interims)  consolidated  financial statements for such Fiscal
       Half-Year  and the  audited  consolidated  financial  statements  for the
       previous  Fiscal Year  delivered to the Agent  pursuant to clause 12.1(e)
       and the relevant  Compliance  Certificate  in respect of such Fiscal Half
       Year  (or in the  case of 31  December,  1999,  including  the  unaudited
       (interims)  for the  Fiscal-Half  Year  ended  30  June,  1999  delivered
       pursuant to the terms of the Existing Facilities); and

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

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

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

           greater  than or equal to 2.5:1               1.25

           greater than or equal to 2.0:1 but
           less than 2.5:1                               1.125

           greater than or equal to 1.5:1 but
           less than 2.0:1                               1.00

           greater than or equal to 1.0:1 but       prior to 31 December 2000
           less than 1.5:1                          1.00, otherwise 0.85

           less than 1.0:1                          prior to 31 December 2000
                                                    1.00, otherwise 0.70


     5.2 Interest rate for Revolving Credit Advances

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

     5.3 Interest rate for Swingline Advances

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

     5.4 Interest rate and Interest Periods for the Conversion Advance

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

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

     5.5 Interest for late payment

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

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

          (i)  in the case of overdue  amounts in relation to  Revolving  Credit
               Advances and the Conversion Advance, the aggregate of (a) one per
               cent. per annum,  (b) the Margin (c) the Additional  Cost and (d)
               LIBOR;

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

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

          (iv) in any other case,  the aggregate of (a) one per cent. per annum,
               (b) the  Margin,  (c) (in the case of  amounts in  Sterling)  the
               Additional Cost and (d) LIBOR.

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

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

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

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

     5.6 Notification of interest rate

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

     5.7 Reference Bank quotations

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

     5.8 Market disruption; non-availability

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

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

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

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

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

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

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

     6   The Overdraft Facility and the Swingline Facility

     6.1 The Overdraft Facility

     (a)  Utilisations of the Overdraft Facility by the Overdraft  Borrowers may
          be made subject to the limitation  that the amount  outstanding  under
          the Overdraft Facility(calculated on a net basis and taking account of
          non-Sterling  currency balances) shall not exceed  (pound)4,000,000 at
          any time.

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

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

     6.2 Terms and conditions

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

     6.3 Utilisation, interest and repayment

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

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

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

     6.4  Set off under Overdraft Facility

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

     6.5  Set off under Swingline Facility

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

     6.6 Swingline Letter of Credit Applications

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

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

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

     (d)  The terms of the  relevant  Swingline  Letter of Credit must contain a
          clear  procedure for the making of claims under that Swingline  Letter
          of Credit  satisfactory  to the  Swingline  Bank which shall include a
          requirement that the beneficiary gives at least 5 Banking Days' notice
          of settlement under the relevant Swingline Letter of Credit.

     6.7  L/C Application

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

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

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

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

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

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

     6.8  Amount of Swingline Letters of Credit

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

     6.9  Swingline Letter of Credit Commission

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

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

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

     6.10 Notification of demand under a Swingline Letter of Credit

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

     6.11 Conversion of Swingline Letter of Credit to Swingline Advance

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

          (i)  Convert to Swingline Advance

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

          (ii) Pay under indemnity

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

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

     6.12 Payment by the Banks to Swingline Bank

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

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

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

     6.13 Default by Banks in payment to Swingline Bank

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

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

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

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

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

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

     6.14 Reduction of Swingline Letter of Credit Facility

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

     7   Indemnity of Overdraft Bank and Swingline Bank

     7.1  Shortfall   notification   in  relation  to  Swingline   Advances  and
          Utilisations

     If the  Overdraft  Borrowers or the  Swingline  Borrower fail to pay to the
Overdraft Bank or the Swingline Bank any amount under the Overdraft  Facility or
any Swingline Advance, as relevant, when due and payable (the difference between
the  amount  due and the  amount  paid  being  the  "Shortfall")  then,  without
limitation  to all other rights and remedies in respect  thereof,  the Overdraft
Bank or the Swingline Bank, as relevant, shall inform the Agent of such failure,
specifying  the amount and currency of the  Shortfall  whereupon the Agent shall
issue a  notification  (a  "Shortfall  Notification")  to the Banks  stating the
amount of the Shortfall.

     7.2 Payment by Banks

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

     7.3  Indemnity  from  Borrowers  in  relation  to  Swingline  Advances  and
          Utilisations

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

     7.4  Counter-indemnity for Swingline Letters of Credit

          (a)  The Swingline Borrower:

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

              (ii)   undertakes to indemnify  and hold  harmless the Agent,  the
                     Swingline   Bank  and  each  Bank  from  and   against  all
                     liabilities, costs, losses, damages and expenses which they
                     incur  or  sustain  by  reason  of or  arising  in any  way
                     whatsoever in connection  with or by reference to the issue
                     of a Swingline Letter of Credit or the performance thereof.

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

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

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

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

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

     7.5 Rights of contribution and subrogation of Swingline Borrower

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

     7.6 Waiver of defences of Swingline Borrower

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

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

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

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

     7.7  Continuing indemnity of Swingline Borrower

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

     7.8  Additional security

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

     7.9  Preservation of rights

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

     8   Repayment, prepayment and cancellation

     8.1 Repayment of Revolving Credit Advances

     The  relevant  Borrower  shall  repay to the Agent  each  Revolving  Credit
Advance on its Repayment Date in the currency in which it is  denominated.  If a
Revolving Credit Advance (the "new Revolving Credit Advance") is to be made on a
day on which  another  Revolving  Credit  Advance made to the same Borrower (the
"maturing Revolving Credit Advance") denominated in the same currency as the new
Revolving Credit Advance is due to be repaid then,  subject to the terms of this
Agreement  and so long as the  conditions  referred  to in clause 3.2 shall have
been satisfied in relation to the new Revolving Credit Advance, (a) the maturing
Revolving  Credit  Advance  shall be deemed to have been repaid on its Repayment
Date either in whole (if the new Revolving Credit Advance is equal to or greater
than the maturing  Revolving  Credit  Advance) or in part (if the new  Revolving
Credit Advance is less than the maturing Advance) and (b) to the extent that the
maturing  Revolving  Credit  Advance  is so  deemed  to have  been  repaid,  the
principal  amount of the new  Revolving  Credit  Advance to be made on such date
shall be deemed to have been  credited  to the  account of such  Borrower by the
Agent on behalf of the Banks in accordance  with the terms of this Agreement and
the Banks shall only be obliged to make  available to such  Borrower a principal
amount equal to the amount by which the new Revolving Credit Advance exceeds the
maturing  Revolving  Credit Advance.  On the Termination  Date in respect of the
relevant  Revolving Credit Facility,  all outstanding  Revolving Credit Advances
under such  Revolving  Credit  Facility and other sums (if any) then owing under
this Agreement in connection with such Revolving Credit Facility (other than the
Conversion  Advance and sums relating  thereto)  shall in any event be repaid or
paid in full.

     8.2  Repayment of Swingline Advances

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

     8.3  Repayment of the Conversion Advance

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

     8.4  Voluntary prepayment

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

     8.5  Additional voluntary prepayment

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

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

     (b)  pay an amount  equal to the maximum  possible  liability  of such Bank
          under  clause  7.1  in  respect  of the  Overdraft  Facility  and  the
          Swingline  Facility  to the Agent to be held on a blocked  account  as
          cash collateral for that Bank's  liabilities on terms  satisfactory to
          the Agent (acting reasonably).

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

     8.6  Mandatory prepayment/reduction

     (a)  The Total  Commitments  in respect of Facility B shall be  permanently
          reduced (and the Parent shall procure that the  Conversion  Advance is
          prepaid)  by an amount  equal to the  Aggregate  Net  Proceeds  of any
          External Refinancing.

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

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

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

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

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

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

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

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

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

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

                    For the purposes of this Clause 8.6:

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

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

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

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

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

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

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

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

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

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

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

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

     (h)  If the D Acquisition  has not been  completed by 31st  January,  2000,
          then  the  Total   Commitments   in  respect   of   Facility  B  shall
          automatically  be reduced by  $75,000,000  and the  Commitment of each
          Bank reduced proportionately.

     8.7  Amounts payable on prepayment

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

     8.8  Notice of prepayment

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

     8.9  Cancellation of Commitments

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

     8.10 Allocation of reduction of commitments

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

     9   Fees and expenses

     9.1 Fees

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

     (a)  Arrangement fee

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

     (b)  Agency fee

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

     (c)  Commitment Commission

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

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

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

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

     (d)  Conversion Fee

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

     (e)  Swingline Bank Fee

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

     (f)  Overdraft Bank Fee

          on the dates  falling at  quarterly  intervals  after the date of this
          Agreement  and on the  Termination  Date in respect of Facility A, for
          the account of the Overdraft  Bank, an Overdraft Bank fee of an amount
          agreed between the Parent and the Overdraft Bank in a letter dated the
          same date as this Agreement.

     9.2 Expenses

     The Parent shall pay to the Agent on demand:

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

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

     9.3  Value Added Tax

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

     9.4  Stamp and other duties

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

     10   Payments and Taxes; accounts and calculations

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

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

     10.2  Payments by the Banks

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

     10.3  Non-Banking Days

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

     10.4  Agent may assume receipt

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

     10.5  Grossing-up for Taxes

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

     10.6  Exceptions to gross-up

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

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

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

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

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

     (e)  (i)  Subject  to clause  10.6(e)(ii)  below,  if any forms  previously
          delivered under  sub-paragraph  (i), (ii) or (iii) of paragraph (d) of
          the definition of Qualifying Bank shall have expired, become obsolete,
          invalid or inaccurate in any respect which has resulted in the loss of
          any applicable  exemption from  withholding and, (where the reason for
          such obsolescence,  invalidity or inaccuracy is a change in, or in the
          interpretation  or application  of, or the  introduction of any law or
          regulation  in each case after the date of this  Agreement)  following
          not less than thirty days' prior written  notice from each relevant US
          Borrower to the Agent (as to such bank or financial institution), such
          bank or financial  institution  shall not have  delivered to the Agent
          and such Borrower one or more then currently effective forms described
          under such  sub-paragraph (i), (ii) or (iii), the relevant US Borrower
          shall not be  obliged to pay such Bank  under  clause  10.5 any sum in
          excess of the sum which it would  have  been  required  to pay to such
          Bank had such forms not become obsolete, invalid or inaccurate.

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

     10.7 Qualifying Banks

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

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

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

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

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

     10.8 US Tax forms

     (a)  Except as otherwise agreed by the Parent, each Bank (other than a Bank
          organised under the federal laws of, or the laws of any of, the United
          States of America  or the  District  of  Columbia)  shall,  subject to
          paragraph (c) below,  deliver to each US Borrower and the Agent within
          30 days from the date it becomes a party to this  Agreement (and prior
          to the expiry of any such form previously  provided by that Bank), two
          accurate and complete  original  signed copies of US Internal  Revenue
          Service Form W-8BEN  (with  respect to a complete  exemption  under an
          income tax treaty) or W-8ECI, whichever is applicable or any successor
          or  additional  form allowing the US Borrower to make payments to that
          Bank without deduction or withholding in respect of federal income tax
          in the United  States of America  provided  that  W-8BEN or W-8ECI (or
          successor  forms) shall be delivered no later than the first Repayment
          Date after the relevant Bank becomes a party to this Agreement.

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

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

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

     10.9 Claw-back of tax benefit

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

     10.10  Bank accounts

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

     10.11  Partial payments

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

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

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

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

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

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

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

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

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

     10.12  Calculations

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

     10.13  Certificates

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

     10.14  Effect of monetary union

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

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

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

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

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

     10.15  Continuation of the Conversion Advance in Sterling or euros

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

     11   Representations and warranties

     11.1 Representations and warranties

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

     (a)  Due incorporation: the Obligors and the Material Subsidiaries are duly
          established  or  incorporated  (and  in  the  case  of  a  corporation
          incorporated  in the  United  States,  validly  existing  and in  good
          standing)  under the laws of the  respective  countries  and/or (where
          relevant) states of their incorporation as limited liability companies
          and have power to carry on their respective businesses as they are now
          being conducted and to own their respective property and other assets;

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

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

     (d)  No conflict with other obligations: the execution and delivery of, the
          borrowing of the Commitments and the performance of their  obligations
          under,  and  compliance  with the provisions of, this Agreement by the
          Borrowers and the Security Documents to which they are a party by each
          Obligor will not (i) contravene,  to any material extent, any existing
          applicable law, statute, rule or regulation or any judgment, decree or
          permit to which they are subject,  (ii) conflict with, to any material
          extent,  or result in any breach of any of the  material  terms of, or
          constitute a material default under, any agreement or other instrument
          to which any Obligor is a party or is subject or by which it or any of
          its property is bound, (iii) contravene or conflict with any provision
          of  the   Memorandum   and  Articles  of   Association,   Articles  of
          Incorporation, Bye-laws, Statutes or other constitutional documents of
          any Obligor or (iv) result in the creation or  imposition of or oblige
          any  Obligor  to  create  any  Encumbrance  (other  than  a  Permitted
          Encumbrance) on any of its undertakings, assets, rights or revenues;

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

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

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

     (h)  No  defaults:  no member of the Group is (nor would with the giving of
          notice or lapse of time or the  satisfaction of any other condition or
          any  combination  thereof  be) in  breach of or in  default  under any
          agreement  relating  to  Borrowed  Money  to which it is a party or by
          which it may be bound  (unless the aggregate  principal  amount of the
          Borrowed Money pursuant to the agreements  which have been breached is
          less  than or  equal  to  (pound)1,000,000  or the  equivalent  in the
          currencies  in which the sums are  payable)  and no other  Default has
          occurred and is continuing;

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

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

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

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

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

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

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

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

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

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

     (s)  Intellectual Property Rights

          (i)  the Intellectual Property Rights owned by any member of the Group
               which are  material  in the  context  of the Group as a whole are
               free from any Encumbrance  other than Permitted  Encumbrances and
               any other rights or interests  in favour of third  parties  (save
               for those permitted by this Agreement) and any other Intellectual
               Property  Rights  owned by any  member of the Group are free from
               any  Encumbrance  and any other  rights or interests in favour of
               third  parties  other  than  Permitted   Encumbrances,   save  as
               permitted  either in the  ordinary  course of  business  or which
               would  not or are  not  reasonably  likely  to  otherwise  have a
               Material  Adverse  Effect  and save for  those  created  or to be
               created by or pursuant to the Security  Documents or permitted by
               this Agreement;

          (ii) the  Intellectual  Property  Rights  owned by or licensed to each
               member  of the  Group are all the  Intellectual  Property  Rights
               required by them to carry on their respective  businesses,  other
               than Intellectual  Property Rights the absence of rights to which
               would have no Material  Adverse Effect and no member of the Group
               in  carrying  on its  business  (so far as the  directors  of the
               Parent are aware) infringes any  Intellectual  Property Rights of
               any third  party in any  respect  where such  infringement  would
               have, or is reasonably likely (in the opinion of the Agent acting
               on the instructions of the Majority Banks,  acting reasonably) to
               have, a Material Adverse Effect;

         (iii) no  Intellectual  Property  Rights  which  are  material  in  the
               context of the Group as a whole  owned by any member of the Group
               are, to the  knowledge  of the  directors  of the  Parent,  being
               infringed, which infringement would have, or is reasonably likely
               (in the opinion of the Agent  acting on the  instructions  of the
               Majority Banks,  acting  reasonably) to have, a Material  Adverse
               Effect; and

          (iv) no member of the Group has any knowledge,  nor is it aware of any
               claim,  that it is or is  reasonably  likely  to be liable to any
               person  for any  material  copyright  infringement  of any nature
               whatsoever as a result of the  operation of its  business,  which
               infringement  would have, or is reasonably likely (in the opinion
               of the Agent acting on the  instructions  of the Majority  Banks,
               acting reasonably) to have, a Material Adverse Effect;

     (t)  Year 2000 compliance:  the Parent and the Material  Subsidiaries  have
          implemented a Year 2000  compliance  programme  which is in accordance
          with the practice of prudent companies  engaged in businesses  similar
          to  those  of  the  Parent  and  the  Material  Subsidiaries  and,  in
          accordance with such  programme,  have allocated such resources as are
          believed  (acting  reasonably)  to be  necessary  to  ensure  that all
          Computer Systems used by the Parent and the Material  Subsidiaries for
          the purpose of, and material to, their  respective  businesses will be
          Millennium   Compliant  in  accordance  with  the  British   Standards
          Institute  definition  of Year 2000  Conformant  Requirements  DISC PD
          2000-1: 1998 by December 1999;

     (u)  Material  Adverse  Effect:  since 31  December  1998 there has been no
          development or event which has had or would  reasonably be expected to
          have a Material Adverse Effect;

     (v)  Due Diligence:

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

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

     (w)  Environmental matters

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

          (ii) no member of the Group has received  notice of any  Environmental
               Claim   and  no   member  of  the  Group  is  in  breach  of  any
               Environmental Law or any Environmental Licence to the extent that
               the same would be  reasonably  likely in the opinion of the Agent
               (acting reasonably) to have a Material Adverse Effect; and

         (iii) there is no  Environmental  Claim  pending or to the knowledge of
               the directors of any Obligor or a Material Subsidiary  threatened
               against  any  member  of the Group  which,  if  adversely  to its
               knowledge  determined,  would be reasonably likely in the opinion
               of the  Agent  (acting  reasonably)  to have a  Material  Adverse
               Effect.

     11.2  Repetition

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

     12   Undertakings

     12.1 Positive undertakings

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

     (a)  Notice of Default

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

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

     (b)  Consents and licences: without prejudice to clauses 3 and 11.1, obtain
          or cause to be obtained,  maintain in full force and effect and comply
          in all material respects with the conditions and restrictions (if any)
          imposed  in,  or  in  connection   with,   every   material   consent,
          authorisation, licence or approval of governmental or public bodies or
          authorities  or courts and do, or cause to be done, all other acts and
          things which may from time to time be necessary  under  applicable law
          for the continued due  performance of all its  obligations  under this
          Agreement, and its obligations and the obligations of its Subsidiaries
          under the Security Documents to which it or any of its Subsidiaries is
          a  party,  in the  case  of  such  Security  Documents,  prior  to the
          execution of such Security Documents;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (j)  Pension  schemes:  contribute (or, in the case of the Parent,  procure
          that the members of the Group  contribute) to the pension  schemes for
          the time being  applying to their  employees in the US,  except to the
          extent it could not result in material liability, and elsewhere at the
          rate  required of them under all  applicable  laws or, if greater,  in
          accordance with the terms governing such pension schemes provided that
          nothing  in  the  Agreement  shall  prevent  a  member  of  the  Group
          terminating  its  liability  to  contribute  to a  pension  scheme  in
          accordance   with  its  terms,   amending  a  pension   scheme  and/or
          establishing new pension arrangements or amending a pension scheme;

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

     (l)  Interest rate hedging and foreign exchange hedging: in the case of the
          Parent,  ensure  that with  effect  from the First  Drawdown  Date the
          Hedging  Strategy  is  implemented  by the entry  into of  appropriate
          Derivatives Contracts from time to time and will ensure that no member
          of the Group  enters  into any  other  Derivatives  Contract  which is
          speculative  or  does  not  relate  to the  hedging  of  exposures  or
          liabilities of members of the Group incurred in the ordinary course of
          trading;

     (m)  ERISA:

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

          (ii) promptly  and in any event  within  ten  Banking  Days  after any
               Obligor  knows or has reason to know that any ERISA Event (i) has
               occurred  or (ii) will occur in the case of any ERISA Event which
               requires  advance  notice under Section  4043(b)(3) of ERISA,  to
               deliver  to the  Agent a  statement  of the  treasurer  or  chief
               financial officer of the Parent or such other member of the Group
               or ERISA Affiliate describing such ERISA Event and the action, if
               any,  which  such  member  of the Group or such  ERISA  Affiliate
               proposes to take with respect thereto;

         (iii) promptly and in any event within five Banking Days after  receipt
               thereof by the Obligor or ten Banking Days after receipt  thereof
               by any member of the Group or any ERISA  Affiliate other than the
               Obligor,  to deliver to the Agent copies of each notice from PBGC
               stating its  intention to terminate any Plan or to have a trustee
               appointed to administer any Plan; and

          (iv) ensure  that,  during  the term of this  Agreement,  neither  any
               Subsidiary  incorporated  in the  United  States  nor  any  ERISA
               Affiliate shall agree to contribute,  or assume any obligation to
               contribute,  to any  Multiemployer  Plan  without  notifying  the
               Majority Banks;

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

     (o)  Guarantees:

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

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

     (p)  Preference  shares:  redeem  preference  shares no earlier  than their
          stated maturity;

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

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

     12.2 Negative undertakings

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

     (a)  Negative  pledge:  save for Permitted  Encumbrances it will not permit
          any  Encumbrance  by any member of the Group to  subsist,  arise or be
          created  or  extended  over all or any part of its  present  or future
          undertakings,  assets,  rights or  revenues  to  secure or prefer  any
          present or future Indebtedness of any member of the Group or any other
          person;

     (b)  No other Borrowed Money or finance transactions: it will not, and will
          procure  that no other  member of the Group  will,  incur or permit to
          exist on its behalf any  obligations  in  respect of  Borrowed  Money,
          including  Finance  Leases,  whether on or off balance  sheet,  to any
          person, or any sale and leaseback except:

          (i)  Borrowed Money arising from normal trade credit;

          (ii) Borrowed Money in respect of receivables  discounting  facilities
               provided  that the aggregate  amount of such Borrowed  Money does
               not exceed (pound)5,000,000 (or its equivalent) at any time;

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

          (iv) any Borrowed  Money of any person  (other than  pursuant to the D
               Acquisition)  acquired  by any member of the Group after the date
               of this Agreement,  where such Borrowed Money was existing at the
               time of such  acquisition  and was not incurred in  contemplation
               of, or in connection  with, that  acquisition and where no member
               of the Group other than the person so acquired has any obligation
               (actual or  contingent)  in respect  of such  Borrowed  Money and
               where  such  Borrowed  Money is  repaid or  otherwise  discharged
               within 6 months of such acquisition;

          (v)  any Borrowed Money  constituted by vendor loan notes issued or to
               be issued by any member of the Waterloo Group in accordance  with
               the terms of any acquisition  agreement  entered into by a member
               of the Waterloo Group prior to the date of this Agreement and any
               bank  guarantee   facilities  relating  to  such  notes  but  not
               exceeding in aggregate (pound)7,500,000;

          (vi) Borrowed  Money not exceeding  Australian  dollars  10,000,000 in
               aggregate in respect of working capital facilities made available
               in Australia to members of the Group;

         (vii) Borrowed Money not  exceeding(pound)5,000,000 (or its equivalent)
               in respect of the cash management arrangements of the Group;

        (viii) the Existing Facilities until prepaid in full from the proceeds
               of the Facilities;

          (ix) Indebtedness  in  respect  of Finance  Leases  provided  that the
               aggregate  amount of the  principal  element of the  Indebtedness
               under such Finance  Leases does not exceed  (pound)2,000,000  (or
               its equivalent) at any time;

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

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

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

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

         (xiv) the Zenith Guarantee;

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

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

       (xvii)  Borrowed  Money  in   addition   to  that  permitted  by  clauses
               12.2(b)(i)  to  (xvi)  not  exceeding  (pound)16,000,000  (or its
               equivalent) in aggregate at any given time;

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

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

          (i)  in any  Fiscal  Year,  the Group does not  dispose of  Restricted
               Assets the aggregate  Relevant Value of which is more than 15 per
               cent.  of  PBIT  of  the  Group  for  the  previous  Fiscal  Year
               calculated  by  reference to the  relevant  audited  consolidated
               accounts  of  the  Group.   (For  the  purposes  of  this  clause
               12.2(d)(i), the "Relevant Value" of any Restricted Asset shall be
               that part of PBIT of the Group  attributable  to that  Restricted
               Asset,  calculated  by  reference  to  the 4  consecutive  Fiscal
               Quarters   ending  with  the  latest  Fiscal  Quarter  for  which
               Quarterly Management Accounts have been delivered or, in the case
               of any  Restricted  Assets  which are  interests  in  freehold or
               leasehold property (or buildings and fixtures thereon),  shall be
               the  consideration   (including  any  deferred  consideration  or
               purchase price  adjustment  receivable in the then current Fiscal
               Year) for such disposal);

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

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

     (e)  Loans  and  guarantees:  save as  permitted  under  the  terms of this
          Agreement, it will not, and will procure that none of its Subsidiaries
          will, make any loans, grant any credit (except for normal trade credit
          in the ordinary  course of  day-to-day  trading) or give any guarantee
          save for:

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

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

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

     (f)  Acquisitions:  save for Permitted Acquisitions,  it will not, and will
          procure  that  none of its  Subsidiaries  will,  acquire  or make  any
          investment in any companies,  joint ventures or  partnerships or other
          persons or acquire any  businesses  (or interests  therein)  funded in
          whole or in part out of the proceeds of Borrowed Money:

          (i)  save for investments  in, or the  acquisition of,  businesses and
               companies  which are  related or  complementary  to the  existing
               businesses of the Group and where the consideration funded out of
               the proceeds of Borrowed  Money  (which  shall  include for these
               purposes  the amount of any deferred  consideration  is so funded
               and  payable in the then  current  Fiscal  Year and the amount of
               Borrowed Money assumed by the Group as part of such  acquisition)
               payable  by the  Group in  respect  of all such  acquisitions  or
               investments  in any Fiscal  Year when  aggregated  with all loans
               made    pursuant    to    clause     12.2(e)(ii)     shall    not
               exceed(pound)12,500,000   (or   its   equivalent)   ("acquisition
               allowance");

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

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

     (g)  Change of  business:  it will not,  and will  procure that none of its
          Subsidiaries  will make any material  change to the general  nature of
          its business which would constitute a material change in the nature of
          the business of the Group taken as a whole from that carried on at the
          date of this Agreement.

     13   Financial covenants

     13.1 Covenants

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

     (a)  Net Interest Cover

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

     (b)  Maximum Gross Debt: Adjusted PBIT

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

     13.2 Original Accounting Principles

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

     14   Events of Default

     14.1 Events of Default

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

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

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

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

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

     (e)  Cross-default:  any  Borrowed  Money of any member of the Group is not
          paid  when  due (or  within  any  applicable  grace  period  expressly
          contained  in the  agreement  relating to such  Borrowed  Money in its
          original terms) or becomes (whether by declaration or automatically in
          accordance with the relevant agreement or instrument  constituting the
          same) due and payable prior to the date when it would  otherwise  have
          become due or any creditor of any member of the Group becomes entitled
          to declare  any  Borrowed  Money of any member of the Group so due and
          payable or to require cash  collateralisation or security for any such
          Borrowed Money (save  pursuant to the terms of this  Agreement) or any
          facility or commitment  available to any member of the Group  relating
          to Borrowed  Money is  withdrawn,  suspended or cancelled by reason of
          any default  (however  described) of the company  concerned unless the
          amount,  or aggregate amount at any one time, of all Borrowed Money in
          relation to which any of the foregoing  events shall have occurred and
          be  continuing  is  equal  to or  less  than  (pound)3,250,000  or its
          equivalent  in the  currencies in which the sums are  denominated  and
          payable; or

     (f)  Derivatives  Contract  default:  any member of the Group fails to make
          payment in relation to a  Derivatives  Contract of any sum equal to or
          greater  than  (pound)3,250,000  in  aggregate at any one time (or its
          equivalent  in the  relevant  currency  of  payment)  on its due  date
          (taking   into   account  any  grace   period   permitted   under  the
          documentation for that Derivatives Contract or, if none stated, within
          5 Banking Days of the due date) or the  counterparty  to a Derivatives
          Contract becomes entitled to terminate that Derivatives Contract early
          by reason of  default  on the part of any  member of the Group and the
          Net Derivatives  Liability in the aggregate payable under all affected
          Derivatives Contracts at the relevant time is equal to or greater than
          (pound)3,250,000 (or its equivalent in the relevant currency); or

     (g)  Legal  process:  any  judgment  or order made  against  any Obligor or
          Material Subsidiary is not stayed or complied with within 14 days or a
          creditor  attaches or takes  possession of, or a distress,  execution,
          sequestration  or other process is levied or enforced upon or sued out
          against,  any material  part of the  undertakings,  assets,  rights or
          revenues of any Obligor or Material  Subsidiary  and is not discharged
          within 14 days; or

     (h)  Insolvency

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

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

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

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

     (i)  Reduction  or loss of capital:  a meeting is convened by any  Material
          Subsidiary  or Obligor for the purpose of passing  any  resolution  to
          purchase,  reduce or redeem any of its share capital or to comply with
          section  142 of the  Companies  Act 1985 other than (i) in  connection
          with the redemption of preference  shares at their scheduled  maturity
          or  (ii)  with  the  written  consent  of  the  Agent  (acting  on the
          instructions of the Majority Banks); or

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

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

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

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

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

     (o)  Cessation of business:  any Material Subsidiary or Obligor suspends or
          ceases or  threatens to suspend or cease to carry on all or a material
          part  of its  business  other  than  as  otherwise  permitted  by this
          Agreement or on terms previously agreed by the Agent; or

     (p)  Seizure: all or a material part of the undertaking,  assets, rights or
          revenues of, or shares or other  ownership  interests in, any Material
          Subsidiary  or  Obligor  are  seized,  nationalised,  expropriated  or
          compulsorily  acquired  by or under the  authority  of any  government
          other than for full consideration; or

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

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

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

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

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

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

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

     14.2  Acceleration

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

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

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

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

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

     14.3 Demand basis

     If, pursuant to clause 14.2(b), the Agent declares all outstanding Advances
and  Utilisations to be due and payable on demand then the Agent may (and, if so
instructed by the Majority  Banks,  shall) at any time by written  notice to the
Borrowers (a) call for repayment of the Advances and  Utilisations  on such date
as may be specified in such notice whereupon the Advances and Utilisations shall
become due and payable on the date so specified  together  with all interest and
commitment  commission  accrued and all other sums payable under this  Agreement
(including  full cash cover in respect of all outstanding  Swingline  Letters of
Credit) or (b) withdraw such  declaration with effect from the date specified in
such notice.

     15   Indemnities

     15.1 Miscellaneous indemnities

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

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

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

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

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

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

     15.2  Currency of account; currency indemnity

     No payment by a Borrower under this  Agreement  which is made in a currency
other  than the  currency  ("Contractual  Currency")  in which  such  payment is
required to be made pursuant to this Agreement shall discharge the obligation in
respect  of which it is made  except to the  extent of the net  proceeds  in the
Contractual  Currency received by the Agent, the Swingline Bank or the Overdraft
Bank,  as  appropriate  upon the sale of the currency so received,  after taking
into account any premium and costs of exchange in connection with such sale. For
the  avoidance  of doubt no  Finance  Party  shall be obliged to accept any such
payment in a currency other than the Contractual  Currency nor shall any Finance
Party be  liable to any  Borrower  for any loss or  alleged  loss  arising  from
fluctuations  in exchange  rates  between  the date on which such  payment is so
received by the Agent,  the Swingline Bank or the Overdraft Bank, as appropriate
and the date on which the Agent,  the Swingline  Bank or the Overdraft  Bank, as
appropriate  effects such sale, as to which the Agent, the Swingline Bank or the
Overdraft  Bank,  as  appropriate  shall (as against such  Borrower) act in good
faith.  If any sum due from a  Borrower  under  this  Agreement  or any order or
judgment  given or made in relation  hereto is required to be converted from the
Contractual  Currency or the  currency  in which the same is payable  under such
order or judgment  (the "first  currency")  into another  currency  (the "second
currency")  for the  purpose of (a) making or filing a claim or proof  against a
Borrower,  (b) obtaining an order or judgment in any court or other  tribunal or
(c) enforcing any order or judgment given or made in relation to this Agreement,
such Borrower  shall  indemnify  and hold harmless the Finance  Parties from and
against any loss suffered as a result of any difference  between (i) the rate of
exchange  used for such  purpose to convert the sum in  question  from the first
currency  into the second  currency  and (ii) the rate or rates of  exchange  at
which such  Finance  Party may in the ordinary  course of business  purchase the
first  currency  with the second  currency  upon  receipt of a sum paid to it in
satisfaction,  in whole or in part, of any such order, judgment, claim or proof.
Any amount due from a Borrower under the indemnity contained in this clause 15.2
shall be due as a separate  debt and shall not be  affected  by  judgment  being
obtained  for any other sums due under or in respect of this  Agreement  and the
term "rate of exchange"  includes  any premium and costs of exchange  payable in
connection with the purchase of the first currency with the second currency.

     15.3 ECB reserve requirements

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

     16   Unlawfulness and increased costs; mitigation

     16.1 Unlawfulness

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

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

     (b)  the Borrowers shall be obliged to

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

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

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

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

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

     16.2 Increased costs

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

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

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

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

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

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

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

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

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

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

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

     16.3 Exceptions

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

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

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

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

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

     16.4 Mitigation

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

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

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

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

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

     16.5 Regulation D Costs

     Each US  Borrower  shall,  within  10  Business  Days  (if it is the  first
occasion on which the relevant Bank makes the demand) or 5 Business Days (in all
other  cases) of demand by any Bank  (through  the Agent),  pay to that Bank the
amount of any  Regulation D Costs  actually  incurred by that Bank in respect of
its participation in any loan made by it to that US Borrower.

     17   Set-off and pro rata payments

     17.1 Set-off

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

     17.2 Pro rata payments

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

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

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

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

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

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

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

     17.3 No release

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

     17.4 No charge

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

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

     18.1 Benefit and burden

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

     18.2 No assignment by Borrower

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

     18.3 Substitution

     Each Bank (an "Existing Bank") may transfer, by way of novation (but not by
way of assignment or otherwise),  all or any part of its rights, benefits and/or
obligations under this Agreement to another  Qualifying Bank (a "Substitute") in
minimum  amounts of  $7,500,000,  with the consent in writing (a) of the Parent,
such consent not to be unreasonably withheld or delayed and (b) of the Swingline
Bank and the Overdraft  Bank,  such consent not to be  unreasonably  withheld or
delayed.  Any such novation shall be effected upon not less than 5 Banking Days'
prior  notice  by  delivery  to  the  Agent  of a  duly  completed  Substitution
Certificate  duly  executed  by the  Existing  Bank and the  Substitute.  On the
Transfer  Date (as  specified  and  defined  in a  Substitution  Certificate  so
executed and delivered),  to the extent that the Commitment and  Contribution of
the Existing Bank are expressed in a Substitution  Certificate to be the subject
of the  novation in favour of the  Substitute  effected  pursuant to this clause
18.3, by virtue of the counter-signature of the Substitution  Certificate by the
Agent (for itself, the Borrowers, the Guarantors,  the Arrangers, the Banks, the
Swingline Bank, the Agent and the Security Trustee and the other parties to this
Agreement):

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

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

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

and,  on such  Transfer  Date,  the  Substitute  shall pay to the Agent a fee of
(pound)1,500,  as to  (pound)1,000  for  the  account  of  the  Agent  and as to
(pound)500 for the account of the Parent.  The Agent shall  promptly  notify the
other Banks and the Parent of the receipt by it of any Substitution  Certificate
and  shall  promptly  deliver  a copy of such  Substitution  Certificate  to the
Parent.  The portions of any such transfer fees which are for the account of the
Parent  shall be paid by the Agent to the  Parent in  arrears  at three  monthly
intervals commencing three months after the date of this Agreement.

     18.4 Limitation on certain obligations

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

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

     18.5 Reliance on Substitution Certificate

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

     18.6 Authorisation of Agent

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

     18.7 Construction of certain references

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

     18.8 Lending offices

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

     18.9 Disclosure of information

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

     (b)  no Funder may disclose any information about any Borrower to an actual
          or potential  transferee or other person  without the prior consent of
          such  Borrower  (such  consent  not  to be  unreasonably  withheld  or
          delayed)  until such Funder has obtained  from the actual or potential
          transferee  or other person an  undertaking  to the Funders and to the
          Parent to keep  such  information  confidential  save as  required  by
          statute or by a court of law or as may be required to be  disclosed to
          the Bank of England or similar  monetary or  regulatory  authority  in
          accordance  with whose  instructions  such bank,  transferee  or other
          person is  accustomed to acting or to its  professional  advisers on a
          confidential basis or where such information is in the public domain;

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

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

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

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

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

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

     18.10 Restrictions on novations

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

     18.11 Additional Borrowers and Additional Overdraft Borrowers

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

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

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

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

     18.12 Additional Guarantors

     The Parent shall procure that, as soon as reasonably practicable after, but
in any event within 60 days of completion of the Waterloo  Acquisition,  each of
the companies listed in part C of schedule 1 will (but subject to clause 12.1(o)
except in respect of Healthworld Corporation Inc.) approve,  implement,  execute
and  deliver to the Agent the items  referred  to in part C of schedule 4 to the
satisfaction  of the Agent  (unless  and to the extent that such  execution  and
delivery would be unavoidably unlawful).

     18.13 The Parent as Borrowers' agent

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

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

     (b)  to give all notices (including  Drawdown Notices) and instructions and
          make such  agreements  (including,  without  limitation,  any Borrower
          Accession  Certificate) expressed to be capable of being given or made
          by such  Borrower or the Borrowers in this  Agreement  notwithstanding
          that they may affect such Borrower  without  further  reference to, or
          the consent of, such Borrower and such Borrower  shall, as regards the
          Finance  Parties,  be bound thereby as though such Borrower itself had
          given such notice or instructions or made such agreement.

     18.14 Amendments binding

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

     18.15 Affiliates of Banks

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

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

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

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

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

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

     (b)  For the purposes of:

          (i)  compliance with clause 18.3; and

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

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

     19   Arranger, Agent, Security Trustee and Reference Banks

     19.1 Appointment of Agent

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

     19.2 Agent's actions

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

     19.3 Agent's duties

     The Agent shall:

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

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

     (c)  serve as the Borrowers' agent solely for the purpose of this clause to
          maintain a register (the "Register of Commitments") on which the Agent
          will  record the  Commitments  from time to time of each of the Banks,
          the  Advances  made  from  time to time by each of the  Banks and each
          repayment in respect of the  principal  amount of such Advance of each
          such Bank. The Agent will open the Register of Commitments on the date
          of this  Agreement  and will enter into and record on the  Register of
          Commitments  on such date the  Commitments  of all of the Banks as set
          forth in schedule 2.  Thereafter  the Agent will enter into and record
          on the Register of Commitments  any and all changes to the Commitments
          of any one or more  Banks  made  pursuant  to the  provisions  of this
          Agreement,  the  addition  of new Banks and the  removal of Banks as a
          result of  substitutions  pursuant to clause 18.3. With respect to any
          Bank,  the transfer of the  Commitments of such Bank and the rights to
          the  principal  of,  interest on and fees with  respect to any Advance
          made  pursuant to such  Commitment  shall not be effective  until such
          transfer is recorded on the Register of Commitments  maintained by the
          Agent with respect to ownership of such  Commitments  and Advances and
          prior to such  recordation  all amounts owing to the  transferor  with
          respect to such  Commitments  and  Advances  shall remain owing to the
          transferor.  The  registration  of  substitution or transfer of all or
          part of any Commitments and Advances shall be recorded by the Agent on
          the Register of Commitments only upon the acceptance by the Agent of a
          properly executed and delivered Substitution Certificate.

     19.4 Agent's rights

     The Agent may:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     19.8 Reliance on documents and professional advice

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

     19.9 Other dealings

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

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

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

     19.11 Amendments; waivers

     (a)  Subject to clause  19.11(b),  the Agent may,  with the  consent of the
          Majority  Banks (or if and to the extent  expressly  authorised by the
          other  provisions  of this  Agreement)  and, if so  instructed  by the
          Majority Banks,  shall (i) agree  amendments or  modifications to this
          Agreement with the Borrowers and/or (ii) vary or waive breaches of, or
          defaults under, or otherwise  excuse  performance of, any provision of
          this  Agreement by any  Borrower.  Any such action so  authorised  and
          effected by the Agent shall be  documented in such manner as the Agent
          shall (with the approval of the Majority  Banks)  determine,  shall be
          promptly notified to the Banks by the Agent and (without  prejudice to
          the generality of clause 19.2) shall be binding on all the Banks.

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

     19.12 Reimbursement and indemnity by Banks

     Each Bank shall reimburse the Security Trustee, the Agent and the Swingline
Bank and the Overdraft Bank (rateably in accordance with such Bank's  Commitment
or  Contribution),  to the extent  that the  Security  Trustee,  the Agent,  the
Swingline  Bank or the Overdraft  Bank (as the case may be) is not reimbursed by
the  Borrowers,  for the costs,  charges and  expenses  incurred by the Security
Trustee,  the Agent, the Swingline Bank or the Overdraft Bank in connection with
or in  contemplation  of, the  enforcement or attempted  enforcement  of, or the
preservation  or attempted  preservation of any rights under, or in carrying out
its duties under, this Agreement and/or any Security Document including (in each
case) the fees and expenses of legal or other  professional  advisers  except to
the extent that the costs,  charges or expenses arise from the gross  negligence
or wilful misconduct of the Agent, the Security  Trustee,  the Swingline Bank or
the Overdraft Bank. Each Bank shall on demand  indemnify the Agent, the Security
Trustee,  the Swingline Bank and the Overdraft Bank (rateably in accordance with
its Commitment or  Contribution)  against all  liabilities,  damages,  costs and
claims  whatsoever  incurred by the Agent, the Security  Trustee,  the Swingline
Bank  or the  Overdraft  Bank  (as the  case  may be) in  connection  with  this
Agreement  or the  performance  of its duties  under this  Agreement  and/or any
Security  Document  or any action  taken or omitted by the Agent,  the  Security
Trustee or the Swingline  Bank or the Overdraft  Bank (as the case may be) under
this Agreement, unless such liabilities, damages, costs or claims arise from the
Agent's,  the Security  Trustee's,  the Swingline Bank's or the Overdraft Bank's
(as the case may be) own gross negligence or wilful misconduct.

     19.13 Retirement of Agent

     (a)  The  Agent  may  retire  from  its  appointment  as Agent  under  this
          Agreement  and the  relevant  Security  Documents  having given to the
          Parent  and each of the  Banks  not less  than 30 days'  notice of its
          intention to do so, provided that no such retirement shall take effect
          unless there has been appointed by the Banks after  consultation  with
          the Parent as a successor agent:

          (i)  a Bank  nominated  by  the  Majority  Banks  or,  failing  such a
               nomination,

          (ii) any reputable and experienced bank or financial  institution with
               offices in London nominated by the Agent.

          Any corporation into which the Agent may be merged or converted or any
          corporation   with  which  the  Agent  may  be   consolidated  or  any
          corporation  resulting  from  any  merger,  conversion,  amalgamation,
          consolidation  or other  reorganisation  to which the Agent shall be a
          party  shall,  to the  extent  permitted  by  applicable  law,  be the
          successor  Agent  under  this  Agreement  and  the  relevant  Security
          Documents  without  the  execution  or filing of any  document  or any
          further act on the part of any of the parties to this Agreement or any
          relevant  Security  Document,  save that  notice  of any such  merger,
          conversion, amalgamation,  consolidation or other reorganisation shall
          forthwith be given to the Parent and the Banks.

     (b)  Upon any such  successor as aforesaid  being  appointed,  the retiring
          Agent  shall be  discharged  from any  further  obligation  under this
          Agreement and any relevant  Security  Documents (but shall continue to
          have the  benefit  of this  clause 19 in  respect of any action it has
          taken  or  refrained  from  taking  prior to such  discharge)  and its
          successor  and each of the other  parties  to this  Agreement  and any
          relevant Security Documents shall have the same rights and obligations
          among  themselves as they would have had if such  successor had been a
          party to this Agreement or any relevant Security Documents in place of
          the retiring  Agent.  The retiring  Agent shall (at the expense of the
          Parent)  provide its  successor  with copies of such of its records as
          its successor  reasonably  requires to carry out its  functions  under
          this Agreement and any relevant Security Documents.

     19.14 Retirement of Overdraft Bank and Swingline Bank

     With the prior consent of the Parent,  not to be  unreasonably  withheld or
delayed,  the  Overdraft  Bank  or  the  Swingline  Bank  may  resign  from  its
appointment as Overdraft Bank or Swingline  Bank, as the case may be, under this
Agreement, provided that no such retirement shall take effect unless a successor
Overdraft Bank or Swingline  Bank, as the case may be, has been appointed by the
Parent and has  entered  into such  arrangements  as may be required to become a
party to this Agreement as Overdraft Bank or Swingline Bank (as the case may be)
and to assume the rights  and  obligations  of the  original  Overdraft  Bank or
Swingline Bank (as the case may be).

     19.15 Change of Reference Banks

     If (a) the  whole of the  Contribution  (if any) of any  Reference  Bank is
prepaid and the whole of its Commitment cancelled (b) the Commitment (if any) of
any Reference Bank is reduced to zero in accordance with clause 8.5 or 16.1, (c)
a Reference Bank novates the whole of its rights and  obligations  (if any) as a
Bank under this Agreement or (d) any Reference Bank ceases to provide quotations
to the Agent for the purposes of determining LIBOR, the Agent may, acting on the
instructions of the Majority Banks,  terminate the appointment of such Reference
Bank and with the  agreement of the Parent (not to be  unreasonably  withheld or
delayed) appoint another Bank to replace such Reference Bank.

     20   Notices and other matters

     20.1 Notices

     Every notice,  request,  demand or other communication under this Agreement
shall:

     (a)  be in writing  delivered  personally or by first-class  prepaid letter
          (airmail if available) or telefax;

     (b)  be deemed to have been received, subject as otherwise provided in this
          Agreement,  in the case of a letter when delivered and, in the case of
          a  telefax,  when a  complete  and  legible  copy is  received  by the
          addressee  (unless the date of  despatch is not a business  day in the
          country of the  addressee  or the time of  despatch  of any telefax is
          after the close of business in the country of the  addressee  in which
          case it shall be  deemed  to have  been  received  at the  opening  of
          business on the next such business day);

     (c)  if  sent  by  telefax  to  the  Agent,  be  confirmed  in  writing  by
          first-class  prepaid letter  (airmail if available)  provided that non
          receipt of such letter by the Agent shall not  invalidate  the notice;
          and

     (d)  be sent:

          (i)  to each Borrower c/o the Parent at:

               121-141 Westbourne Terrace
               London W2 6JR
               Telefax: 020 7262 4300
               Attention: The Treasurer

          (ii) to the Agent at:

               HSBC Investment Bank plc
               Vintners Place
               68 Upper Thames Street
               London EC4V 3BJ
               Telefax: 020 7336 9302
               Attention:  Syndicated Finance - Execution and Agency

          (iii) to the Swingline Bank at:

                The Bank of New York, as Swingline Bank
                c/o BNY Capital Markets, Inc.
                One Wall Street - 18 North
                New York
                NY 10286
                USA
                Telefax: 001 212 635 6365
                Attention:  Agency Department

          (iv) to the Overdraft Bank at:

               HSBC Bank plc
               27-32 Poultry
               London EC2P 2BX
               Telefax: 020 7260 4800
               Attention:  Gary Lee

          (v)  to each Bank

               at its address or telefax number
               specified in schedule 2 or
               in any relevant Substitution Certificate

          or to such  other  address  or telefax  number as is  notified  by the
          relevant party to the other parties to this Agreement.

     20.2 Notices through the Agent

     Every notice,  request,  demand or other communication under this Agreement
to be given by any  Borrower  to any other party shall be given to the Agent for
onward transmission as appropriate and to be given to any Borrower shall (except
as otherwise provided in this Agreement) be given by the Agent.

     20.3 No implied waivers, remedies cumulative

     No  failure or delay on the part of the  Finance  Parties or any of them to
exercise any power,  right or remedy  under this  Agreement  shall  operate as a
waiver thereof,  nor shall any single or partial exercise by the Finance Parties
or any of them of any  power,  right or remedy  preclude  any  other or  further
exercise  thereof or the  exercise  of any other  power,  right or  remedy.  The
remedies  provided in this Agreement are cumulative and are not exclusive of any
remedies provided by law.

     20.4 Counterparts

     This  Agreement  may be executed in any number of  counterparts  and by the
different parties on separate  counterparts,  each of which when so executed and
delivered shall be an original,  but all counterparts shall together  constitute
one and the same instrument.

     21   Governing law and jurisdiction

     21.1 Law

     This Agreement shall be governed by English law.

     21.2 Submission to jurisdiction

     The parties to this Agreement  agree for the benefit of the Finance Parties
that:

     (a)  if any party  has any claim  against  any other  arising  out of or in
          connection  with this  Agreement  such claim shall  (subject to clause
          21.2(c)) be  referred to the High Court of Justice in England,  to the
          jurisdiction of which each of the parties irrevocably submits;

     (b)  the jurisdiction of the High Court of Justice in England over any such
          claim against any Finance Party shall be an exclusive jurisdiction and
          no courts outside England shall have jurisdiction to hear or determine
          any such claim; and

     (c)  nothing in this clause 21.2 shall limit the right of any Finance Party
          to refer any such claim  against any Borrower or any  Guarantor to any
          other  court  of  competent   jurisdiction  outside  England,  to  the
          jurisdiction  of  which  each  Borrower  and  each  Guarantor   hereby
          irrevocably  agrees to submit,  nor shall the taking of proceedings by
          any  Finance  Party  before  the  courts in one or more  jurisdictions
          preclude the taking of proceedings in any other  jurisdiction  whether
          concurrently or not.

     21.3 Agent for service of process

     Each Borrower which is not  incorporated  in England and Wales  irrevocably
and unconditionally designates,  appoints and empowers the Parent to receive for
it and on its behalf  service of process issued out of the High Court of Justice
in England in relation to any claim  arising out of or in  connection  with this
Agreement.

     IN WITNESS whereof the parties to this Agreement have caused this Agreement
to be duly executed on the date first above written.



<PAGE>




                                   Schedule 1
                           Part A - Original Borrowers


          Name of Borrower        Registered Number   Registered office/address
                                       (if any)

1   Cordiant Communications             1320869       121-141 Westbourne Terrace
      Group plc                                       London W2 6JR

2    Bates UK Limited                   913184        121-141 Westbourne Terrace
                                                      London W2 6JR

3   Bates US Holdings Inc.              13-3965951    Corporation Trust Centre
                                                      1209 Orange Street
                                                      Wilmington
                                                      Newcastle
                                                      Delaware USA

5   Bates Deutschland Holdings GmbH     HRB 8608      60314 Frankfurt am Main
                                                      Hanauer Landstrasse
                                                      287-289




<PAGE>


                          Part B - Original Guarantors

<TABLE>
<CAPTION>

                                                                                 Percentage of
                                   Registered                                    voting share
                                   Number                                        held by members
      Name of Guarantor            (if any)         Registered office/address    of the Group
      -----------------            --------         -------------------------    ---------------
<S>                                 <C>              <C>                              <C>

1    Cordiant Communications        1320869          121-141 Westbourne Terrace
     Group plc                                       London W2 6JR

2    Bates UK Limited               913184           121-141 Westbourne Terrace       100%
                                                     London W2 6JR

3    Bates US Holdings Inc.         13-3965951       Corporation Trust Centre         100%
                                                     1209 Orange Street
                                                     Wilmington
                                                     Newcastle
                                                     Delaware
                                                     USA

4    Bates Deutschland Holdings     HRB 8608         60314 Frankfurt am Main          100%
     GmbH                                            Hanauer Landstrasse
                                                     287-289
                                                     USA

5    Bates Advertising USA Inc.                                                       100%

6    Bates Europe Limited           689584           121-141 Westbourne Terrace       100%
                                                     London W2 6JR

7    ICM International Limited      1802173          53 Frith Street                  100%
                                                     London W1V 5TE

8    The Communications Group                        Australia                        100%
     Pty. Limited

9    Atlas Advertising Limited      964286           121-141 Westbourne Terrace       100%
                                                     London W2 6JR

10   Bates Communications Limited   1154513          121-141 Westbourne Terrace       100%
                                                     London W2 6JR

11   The Decision Shop Limited      615225           121-141 Westbourne Terrace       100%
                                                     London W2 6JR

12   Bates    Churchill     Public                   USA                              100%
     Relations, Inc

13   Bates Churchill                                 USA                              100%
     Advertising Group Inc

14   Bates Travel & Tourism Inc                      USA                              100%

15   Bates Worldwide                                 USA                              100%
     (Delaware), Inc

16   XM.COM, Inc                                     USA                              100%

</TABLE>


<PAGE>


        Part C - Additional Guarantors following the Waterloo Acquisition



    Name of Guarantor                Registered       Registered office/address
                                     Number
                                     (if any)
1   Healthworld Corporation Inc.                      Delaware

2   GHNM Inc                                          New York

3   Falk Communications Inc                           Delaware

4   Girgenti Hughes Butler &                          New York
    McDowell Inc

5   Effective Sales Personnel        2998311          1 Thames Street
    Limited                                           Windsor
                                                      Berkshire
                                                      SL4 1PL

6   Headcount Field Marketing                         United Kingdom
    Limited




<PAGE>


                                   Schedule 2
                         The Banks and their Commitments




=====================================   ===================== =================
         Name Address                   Facility A            Facility B
              and                       Commitment            Commitment
        telefax number                    $                      $
-------------------------------------   --------------------- -----------------
The Bank of New York                      62,500,000             62,500,000
One Canada Square
London E14 5AL

Telefax:  020 7893 6032
Attn:     Loans Department
-------------------------------------   --------------------- -----------------
HSBC Bank plc                             62,500,000             62,500,000
Poultry,
London EC2P 2BX

Telefax:  020 7260 4800
Attn:     Gary Lee
-------------------------------------   --------------------- -----------------
TOTAL                                   $125,000,000           $125,000,000
===================================== =====================   =================


<PAGE>


                                   Schedule 3

                        Part A - Form of Drawdown Notice

To:   HSBC Investment Bank plc
      Vintners Place
      68 Upper Thames Street
      London EC4V 3BJ


      Attention:  Syndicated Finance - Execution and Agency

      OR

      The Bank of New York, as Swingline Bank plc Copy:  HSBC Investment Bank
      c/o BNY Capital Markets, Inc.                      Vintners Place
      One Wall Street - 18 North                         68 Upper Thames Street
      New York                                           London EC4V 3BJ

                                                                      o 19o
      Attention:   Agency Department

      Facilities of up to US$250,000,000, Agreement dated o 1999

     We refer to the above Agreement and hereby give you notice that we [wish to
draw down a [Facility [A] [B] Advance]/[Swingline  Advance/[Conversion  Advance]
of [$]o  [in  [currency]]  on o19o  for a  Term/Initial  Interest  Period  of [o
days]/[o  months].  The funds should be credited to [name and number of account]
with [details of bank in [New York City] [London]  [principal  financial  centre
for relevant Optional Currency].

     We confirm that:

     (i)  no event or circumstance has occurred and is continuing unremedied and
          unwaived which constitutes a Default; and

     (ii) the  representations  and  warranties  contained in clause 11.1 of the
          Agreement  (and so that the  representation  and  warranty  in  clause
          11.1(i)  refers  for  this  purpose  to  the  consolidated   financial
          statements of the Group in respect of the  financial  year ended on 31
          December 19o) other than the excluded  representations  and warranties
          are  true  and  correct  at the date of this  notice  as if made  with
          respect to the facts and  circumstances  existing  at the date of this
          notice.

     Words and expressions defined in the Agreement shall have the same meanings
where used in this notice.

     For and on behalf of

     -------------------------
     [Name of Borrower]

<PAGE>


                        Part B - Form of L/C Application


To       The Bank of New York, as Swingline Bank,
         c/o BNY Capital Markets, Inc.,
         One Wall Street - 18 North
         New York

         Attention:  Agency Department


Copy:    HSBC Investment Bank plc
         Vintners Place
         68 Upper Thames Street
         London EC4V 3BJ

         Attention:  Syndicated Finance - Execution and Agency

                                                                     o 199o


         Facilities of up to US$250,000,000, Agreement dated o 1999

We refer to the above  Agreement  and hereby  request that you issue a Swingline
Letter of Credit  with an L/C Issue  Date of [ ] for a maximum  amount of [ ] in
respect of [ ].

We confirm that:

       (iii)  no event or circumstance has occurred and is continuing unremedied
              and unwaived which constitutes a Default; and

       (iv)   the representations and warranties contained in clause 11.1 of the
              Agreement (and so that the  representation  and warranty in clause
              11.1(i)  refers  for this  purpose to the  consolidated  financial
              statements of the Group in respect of the financial  year ended on
              31  December  19o) other  than the  excluded  representations  and
              warranties  are true and  correct at the date of this notice as if
              made with respect to the facts and  circumstances  existing at the
              date of this notice.

Words and  expressions  defined in the  Agreement  shall have the same  meanings
where used in this notice.

For and on behalf of


--------------------------
Bates US Holdings Inc.



<PAGE>


                                   Schedule 4
        Part A - Documents and evidence required as conditions precedent


     22 General Conditions

(a)  A copy,  certified as a true, complete and up-to-date copy by an authorised
     officer of the  relevant  company of the  constitutional  documents of each
     Original Borrower and each Original Guarantor and all documents relating to
     the  existence  and good  standing of the  Original  Borrower  and Original
     Guarantors incorporated in the United States of America.

(b)  A copy,  certified as a true copy by an authorised  officer of the relevant
     company,  of  resolutions of the Board of Directors (or, in the case of any
     company incorporated in Germany, a certificate that there is no supervisory
     board) of each Original  Borrower and each Original  Guarantor,  evidencing
     approval of this  Agreement  and the  Security  Documents  to which it is a
     party and authorising its appropriate  officers to execute and deliver this
     Agreement and the Security  Documents to which it is a party (or to execute
     a power of attorney for this  purpose)  and to give all notices  (including
     Drawdown  Notices) and take all other action  required by each Borrower and
     Guarantor under this Agreement and/or the Security Documents to which it is
     a party.

(c)  Specimen signatures, authenticated by an authorised officer of the relevant
     company (other than any Company  incorporated in Germany) (or the Parent in
     the case of the attorney),  of the persons authorised in the resolutions of
     the Board of Directors referred to in paragraph (b) above.

(d)  The Hedging Strategy Letter, duly executed.

(e)  Opinions of (i) Norton Rose as to English law, (ii) Norton Rose, counsel to
     the Banks as to New York law, (and  relevant  Counsel in Texas and Georgia)
     (iii) Oppenhoff & Radler,  counsel to the Banks in Germany,  and (iv) Blake
     Dawson Waldron, counsel to the Banks in Australia, each dated not more than
     five Banking Days prior to the First Drawdown Date.

(f)  Guarantees duly executed by each of the Original Guarantors.

(g)  The Security  Trust Deed duly  executed by all the parties  thereto  (other
     than the Security Trustee).

(h)  The fee letters referred to in clause 9.1, duly executed by all parties.

(i)  A copy of a  notice  from  the  Parent  to the  Agent  under  the  Existing
     Facilities of its  intention to repay the Existing  Facilities on the First
     Drawdown  Date  together  with  notice  of  cancellation  of  the  Existing
     Facilities upon the repayment of the Existing Facilities.

(j)  Deeds of  release  in  relation  to all  security  given  for the  Existing
     Facilities, duly executed.

(k)  HSBC Bank plc's  standard forms of cross  guarantee,  duly executed by each
     Overdraft  Borrower together with HSBC Bank plc's standard  overdraft terms
     initialled by each Overdraft Borrower.

(l)  A copy, certified as a true copy by an Authorised Officer of the Parent, of
     the letter  evidencing the  acceptance by the Parent of its  appointment by
     each Obligor  which is not  incorporated  in England and Wales as agent for
     receipt  of  service  of process  under  this  Agreement  and the  relevant
     Security Documents.

(m)  A copy,  certified as a true, complete and up-to-date copy by an Authorised
     Officer of the Parent, of the Group Structure Book.

(n)  Excerpt from the commercial  register of any Original  Borrower or Original
     Guarantor  incorporated  in Germany  dated not later than five Banking Days
     prior to the First Drawdown Date  confirming the signatories are authorised
     to act on behalf of any such company.



<PAGE>



                   Part B - Documents and evidence required as
                     conditions precedent to first drawdown
                  for the purposes of funding the D Acquisition


(a)  A copy,  certified as a true, complete and up-to-date copy by an Authorised
     Officer of the Parent, of the M.O.U. approved by the Parent's board.

(b)  Copies,  certified as true, complete and up-to-date copies by an Authorised
     Officer of the Parent, of the D Due Diligence.



<PAGE>


  Part C - Documents and evidence to be delivered by each additional Guarantor

(a)  (If not attached to the  certificate  referred to in paragraph (h) below) a
     copy,  certified as true,  complete and up to date by the company secretary
     or  equivalent  officer of the relevant  Subsidiary of the  Certificate  of
     Incorporation and the Memorandum and Articles of Association (or equivalent
     constitutional  documents) of the relevant  Subsidiary  and, in the case of
     any such  Subsidiary  incorporated  in the United  States of  America,  all
     documents relating to the existence and good standing of such Subsidiary.

(b)  (If not attached to the  certificate  referred to in paragraph (h) below) a
     copy,  certified as a true copy by the company secretary (or equivalent) of
     the relevant  Subsidiary,  of resolutions of the board of directors (or, in
     the case of any  company  incorporated  in  Germany,  any  other  competent
     authority) of the relevant Subsidiary,  evidencing approval of the relevant
     Guarantee and the  Obligor's  Deed of Accession (as defined in the Security
     Trust Deed) and authorising its appropriate officers to execute and deliver
     such  Guarantee  and Obligor's  Deed of Accession,  to give all notices and
     take all other action  required by the relevant  Subsidiary  as a Guarantor
     (and,  if  requested  by  the  Security   Trustee),   resolutions   of  the
     shareholders  of that Subsidiary  evidencing  approval of the Guarantee and
     Obligor's Deed of Accession).

(c)  A copy,  certified as a true copy by the company  secretary  or  equivalent
     officer  of  the  relevant  Subsidiary  of  all  consents,  authorisations,
     licences and approvals required by the relevant Subsidiary to authorise, or
     required by the relevant  Subsidiary in  connection  with,  the  execution,
     delivery,  validity,  enforceability  and  admissibility in evidence of the
     Guarantee and the performance by the relevant Subsidiary of its obligations
     under the Guarantee and the Obligor's Deed of Accession.

(d)  (If not  attached  to the  certificate  referred  to  paragraph  (h) below)
     specimen  signatures,  authenticated by the company secretary or equivalent
     officer  of the  relevant  Subsidiary  of  the  persons  authorised  in the
     resolutions  of the  Board  of  Directors  or  equivalent,  referred  to in
     paragraph (b), above.

(e)  An  opinion  of  (i)  legal  advisers  to  the  Banks  in  the  country  of
     incorporation  of the  relevant  Subsidiary  and  (ii),  in the  case  of a
     Guarantee where the relevant  Subsidiary is not incorporated in England and
     Wales,  of Norton Rose,  dated not more than fifteen  Banking Days prior to
     the date of the Guarantee.

(f)  In the case of a Subsidiary not  incorporated in England and Wales, a copy,
     certified as a true copy by the company secretary or equivalent  officer of
     the  relevant  Subsidiary  of a  letter  from  the  agent  of the  relevant
     Subsidiary  for receipt of service of process  referred to in the Guarantee
     accepting its appointment.

(g)  A Guarantee and Obligor's Deed of Accession,  in each case duly executed by
     the relevant Subsidiary.

(h)  In the case of any Guarantee whereby financial assistance is to be given by
     the relevant  Subsidiary) a certificate in the form of part E of schedule 4
     (with  appropriate   amendments  to  take  into  account  jurisdictions  of
     incorporation), together with all documents required to be attached thereto
     in respect of the relevant subsidiary and a non-statutory auditor's report;

(i)  Excerpt  from  the   commercial   register  of  any   relevant   Subsidiary
     incorporated  in Germany dated not later than fifteen Banking Days prior to
     the date of the Guarantee  confirming the signatories are authorised to act
     on behalf of the respective company.


<PAGE>


    Part D - Documents and evidence to be delivered by an Additional Borrower
                        or Additional Overdraft Borrower

(a)  A copy, certified as true, complete and up to date by the company secretary
     or  equivalent  officer of the relevant  Subsidiary of the  Certificate  of
     Incorporation and the Memorandum and Articles of Association (or equivalent
     constitutional  documents) of the relevant  Subsidiary  and, in the case of
     any such  Subsidiary  incorporated  in the United  States of  America,  all
     documents relating to the existence and good standing of such Subsidiary.

(b)  A copy,  certified as a true copy by the company  secretary (or equivalent)
     of the relevant  Subsidiary,  of resolutions of the Board of Directors (or,
     in the case of any company  incorporated  in Germany,  any other  competent
     authority) of that Subsidiary evidencing approval of the Borrower Accession
     Agreement or Overdraft Borrower  Accession  Agreement and Obligor's Deed of
     Accession  (as  defined in the  Security  Trust Deed) and  authorising  its
     appropriate  officers  to  execute  and  deliver  such  Borrower  Accession
     Agreement or Overdraft Borrower  Accession  Agreement and Obligor's Deed of
     Accession and to give all notices (including  Drawdown Notices) in the case
     of an  Additional  Borrower  and  take all  other  action  required  by the
     relevant  Subsidiary  as an  Additional  Borrower or  Additional  Overdraft
     Borrower,  as the case may be, under this  Agreement and the Security Trust
     Deed.

(c)  A copy,  certified as a true copy by the company  secretary  or  equivalent
     officer  of  the  relevant  Subsidiary  of  all  consents,  authorisations,
     licences and approvals required by the relevant Subsidiary to authorise, or
     required by the relevant  Subsidiary in  connection  with,  the  execution,
     delivery,  validity,  enforceability  and  admissibility in evidence of the
     Borrower Accession  Agreement or Overdraft Borrower Accession Agreement and
     Obligor's Deed of Accession and the performance by the relevant  Subsidiary
     of its obligations under the Agreement and the Security Trust Deed.

(d)  Specimen  signatures,  authenticated by the company secretary or equivalent
     officer  of the  relevant  Subsidiary  of  the  persons  authorised  in the
     resolutions  of the  Board  of  Directors  or  equivalent,  referred  to in
     paragraph (b), above.

(e)  An opinion of legal  advisers to the Banks in the country of  incorporation
     of the relevant Subsidiary,  dated not more than fifteen Banking Days prior
     to the date of the  Borrower  Accession  Agreement  or  Overdraft  Borrower
     Accession Agreement.

(f)  An opinion of Norton Rose,  dated not more than fifteen  Banking Days prior
     to the date of the  Borrower  Accession  Agreement  or  Overdraft  Borrower
     Accession Agreement.

(g)  In the case of a Subsidiary not  incorporated in England and Wales, a copy,
     certified as a true copy by the company secretary or equivalent  officer of
     the  relevant  Subsidiary  of a  letter  from  the  agent  of the  relevant
     Subsidiary  for receipt of service of process  referred to in the  Borrower
     Accession  Agreement  or Overdraft  Borrower  Accession  Agreement  and the
     Obligor's Deed of Accession accepting its appointment.

(h)  A Borrower Accession  Agreement or Overdraft  Borrower Accession  Agreement
     and a Obligor's Deed of Accession duly executed by the Additional  Borrower
     and (in the case of the Borrower Accession  Agreement or Overdraft Borrower
     Accession Agreement) the Parent.

(i)  A certificate  of a director of the  Additional  Borrower  confirming  that
     utilisation  of the  Facilities  in full or,  in the case of an  Additional
     Overdraft Borrower, utilisation of the Overdraft Facility in full would not
     cause any borrowing limit binding on it to be exceeded.

(j)  A copy,  certified as a true copy by the company secretary of the Parent of
     resolutions of the Board of Directors of the Parent, evidencing approval of
     the  Parent  (for  itself  and on  behalf of the  other  Borrowers)  to the
     Subsidiary  becoming  an  Additional  Borrower or an  Additional  Overdraft
     Borrower,  as the  case  may be,  by  entering  into a  Borrower  Accession
     Agreement or Overdraft

(i)  Excerpt  from  the   commercial   register  of  any   relevant   Subsidiary
     incorporated  in Germany dated not later than fifteen Banking Days prior to
     the date of the Borrower Accession Agreement confirming the signatories are
     authorised to act on behalf of the respective company.


<PAGE>

     Part E - Form of Director's Certificate regarding financial assistance


I, o being [a Director] [the  Secretary] of [company]  Limited (the  "Company"),
HEREBY CERTIFY as follows:

     23  Private Company

     The  Company  is a  private  company  and is not a  subsidiary  of a public
company.

     [* Wholly-owned Subsidiary

     The Company is a wholly-owned Subsidiary of [o].

     25  Constitutional Documents

     The documents  annexed to this  certificate as annexure "[A]"  constitute a
true,  complete and up to date copy of the  certificate of  incorporation,  each
certificate of incorporation  on change of name of the Company,  any certificate
of  re-registration  as a public  or  private  company  and the  memorandum  and
articles of association of the Company containing all modifications  thereto and
there are no other constitutional documents of the Company.

     26  Board Resolutions

     The documents  annexed to this  certificate  as annexure "[B]" are true and
complete  copies of the  minutes of a meeting of the board of  directors  of the
Company duly convened and held on [o]. The resolutions set out therein were duly
passed  and have not been  amended  or  revoked.  No  borrowing  limits or other
restrictions  (or lack of power) in  relation  to the  giving of  guarantees  or
security or otherwise of the Company will be exceeded as a result of the Company
entering  into the  [Documents]  (as defined in the minutes  referred to above),
borrowing moneys thereunder or giving the guarantees and security  thereunder or
incurring  or  performing  the  obligations   expressed  to  be  assumed  by  it
thereunder.

     27  155(6)a Declaration and relevant statutory report

     The document  annexed to this  certificate as annexure "[C]" is a true copy
of the statutory declaration made under section 155(6) of the Companies Act 1985
(the "Act") on [o]. The persons named as directors in the statutory  declaration
were,  at the  date of the  statutory  declaration,  the only  directors  of the
Company.  The document  annexed to such statutory  declaration is a true copy of
the report made pursuant to section  156(4) of the Act and the auditors named in
it are the Company's auditors.

     28  155(6)b Declarations and relevant statutory reports

     [The  Company is the  holding  company of [o  Limited  and o Limited]  (the
"Relevant Subsidiaries").  The documents annexed to this certificate as annexure
"[D]" are true copies of the statutory declarations made under section 155(6) of
the Act in respect of the Relevant Subsidiaries on [o]. The persons respectively
named as directors in such  statutory  declarations  were, as at the date of the
statutory declarations, the only directors of the Company. The documents annexed
to each of such  statutory  declarations  are true  copies of the  reports  made
pursuant  to  section  156(4)  of the Act and the  auditors  named in each  such
document are the Company's auditors.]

     29  Parent declarations relating to the Company's financial assistance

     [There  is no  holding  company]  [o  Limited  and o  Limited  are  holding
companies]  of the  Company  the  directors  of  which  are  required  to make a
statutory declaration in relation to the Company's financial assistance pursuant
to section 155(6) of the Act.]

     30  Company's Resolution

     The document  annexed to this  certificate as annexure "[E]" is a true copy
of the special resolutions of the Company approving the financial  assistance to
be given by the Company  described in the statutory  declaration  referred to in
paragraph [5] above (the "Company's  financial  assistance")  [and the financial
assistance to be given by the Relevant  Subsidiaries  described in the statutory
declarations  referred to in paragraph [6] above] at the  extraordinary  general
meeting of the  Company  duly  convened  and held on [o].  At that  meeting  the
statutory  declarations  referred  to in  paragraphs  [5]  and  [6]  above  were
available for inspection by members of the Company.  Every member of the Company
who is entitled  to vote at a general  meeting of the  Company  consented  to or
voted in favour of the special resolution.]

     31  Company's holding companies' shareholders' resolutions

     There is no holding  company of the Company  which is required to pass (and
has not passed) a special  resolution  in relation  to the  Company's  financial
assistance pursuant to section 155(5) of the Act.

     32  Authorised Signatories

     Set out below are true  signatures  of those  persons  authorised  (whether
signing  alone or jointly) by the  resolutions  of the board of directors of the
Company  referred to in paragraph [4] above to sign any of the  [Documents]  (as
defined in the  minutes  referred to in such  paragraph  [4]) and to execute all
such  undertakings,   statements,   certificates,  notices  (including,  without
limitation, any Drawdown Notice), acknowledgements and other documents as may be
required  to be done,  signed  and  executed  by or on behalf of the  Company in
connection  with the [Documents] (as so defined) and otherwise in relation to or
ancillary to the same.




         [name]                   ..............................

         [name]                   ..............................



SIGNED [DATE]




------------------------
[Director][Secretary]



<PAGE>


                                   Schedule 5
                         Calculation of Additional Cost

1    The  Additional  Cost shall be  calculated  by the Agent in respect of each
     period for which it falls to be calculated in accordance with the following
     formulae:

         In relation to each amount in Sterling:


             CL + S(L - Z) + 0.01F
             ---------------------   = per cent. per annum
                 100 - (C+S)

         In relation to each other amount:

             Y    0.01F
                  -----    = per cent. per annum
                    100

         Where:

          C =  The amount  required to be held as a  non-interest  bearing  cash
               ratio deposit with the Bank of England  expressed as a percentage
               of an  eligible  institution's  eligible  liabilities  (above any
               stated minimum).

          F =  The amount of Sterling per (pound)1,000,000 of the fee base of an
               authorised   institution   payable  to  the  Financial   Services
               Authority per annum  (disregarding  any minimum fee payable under
               the Fees Regulations).

          L =  The rate of interest  per annum at which  Sterling  deposits  are
               offered  by the Agent to leading  banks in the  London  Interbank
               Market at or about  11.00 a.m. on the date of  calculation  for a
               period  comparable to the period for which the Additional Cost is
               to be calculated.

          S =  The amount  required  to be placed as special  deposits  with the
               Bank  of  England,  expressed  as a  percentage  of  an  eligible
               institution's eligible liabilities (above any stated minimum).

          Y =  The fraction of foreign currency  liabilities  taken into account
               under  the  Fees   Regulations  in   calculating   the  fee  base
               (disregarding any offset for claims on non-resident offices).

          Z =  The lower of L and the rate of  interest  per  annum  paid by the
               Bank of England on special deposits at or about 11.00 a.m. on the
               date of calculation.

2    For the purposes of calculating the Additional Cost:

     (a)  C,  L, S and Z are  included  in the  formula  as  numbers  and not as
          percentages,  e.g.  if C = 0.15 per cent.  and L = 7 per  cent.  CL is
          calculated as 0.15 x 7;

     (b)  the  relevant  formula is applied on the first day of each  period for
          which it falls to be  calculated  (and the result  shall apply for the
          duration of such period);

     (c)  each amount is rounded up to the nearest four decimal places; and

     (d)  if the formula produces a negative percentage, the percentage shall be
          taken as zero.

3    If alternative or additional financial requirements are imposed by the Bank
     of England,  the Financial  Services  Authority or any other United Kingdom
     governmental  authority  or  agency  which in the  Agent's  opinion  (after
     consultation  with the  Banks)  make the  formulae  (or  either of them) no
     longer appropriate,  the Agent shall be entitled by notice to the Parent to
     stipulate such other formulae as shall be suitable to apply in substitution
     for the formulae.  Any such other formulae so stipulated  shall take effect
     in accordance with the terms of such notice.

4    In this schedule 5:

     "authorised"  and  "institution"  have the meanings given to those terms in
     the Banking Act 1987;

     "Bank of England Act" means the Bank of England Act 1998;

     "eligible  institution" has the meaning given to that term in schedule 2 to
     the Bank of England Act;

     "eligible liabilities" has the meaning given to that term in the Cash Ratio
     Deposits  (Eligible  Liabilities)  Order 1998 or the applicable  substitute
     order  made  under  the Bank of  England  Act as is in force on the date of
     application of the formulae;

     "fee base" has the meaning given to that term in the Fees Regulations;

     "Fees Regulations" means the Banking Supervision (Fees) Regulations 1999 or
     the applicable substitute regulations made under the Bank of England Act as
     are in force on the date of application of the formulae; and

     "special  deposits"  has the  meaning  given  to that  term by the  Bank of
     England on the date of application of the formulae.


<PAGE>


                                   Schedule 6
                        Form of Substitution Certificate
                            Part A (single transfers)

NB:  1    Banks are advised not to employ Substitution Certificates or otherwise
          to assign, novate or transfer interests in the Agreement without first
          ensuring that the  transaction  complies with all applicable  laws and
          regulations, including the Financial Services Act 1986 and regulations
          made thereunder.

     2    It is  expected  that  Banks will  enter  into  separate  arrangements
          dealing  with  the  monies  to be  paid  to the  Existing  Bank by the
          Substitute in consideration of the novation (e.g.  principal,  accrued
          interest,  fees and any  mismatched  funding  adjustment).  Unless the
          Transfer Date is a rollover date,  mismatches of parties'  funding may
          arise.  This Certificate does not deal with these issues,  nor does it
          deal with any interim risk  participation  the Existing Bank may grant
          to the Substitute pending the Transfer Date.


To:      HSBC Investment Bank plc
         Vintners Place
         68 Upper Thames Street
         London EC4V 3BJ


         Attention:  Syndicated Finance - Execution and Agency

                                                                    o 19o

                            Substitution Certificate

This Substitution  Certificate relates to an Agreement (the "Agreement") dated o
1999 between Cordiant  Communications Group plc as the Parent (1), the companies
whose names,  registered numbers and registered offices are set out in part A of
schedule  1 thereto as  Original  Borrowers  (2),  The Bank of New York and HSBC
Investment Bank plc as Arrangers (3), the banks and financial institutions whose
respective  names and  addresses  are set out in schedule 2 thereto as Banks (4)
HSBC Investment Bank plc as Agent and Security Trustee (5), The Bank of New York
as Swingline  Bank (6) and HSBC Bank plc as Overdraft Bank (7). Terms defined in
the Agreement shall have the same meaning in this Substitution Certificate.

1    [Name of Existing Bank] (the "Existing  Bank") (a) confirms the accuracy of
     the summary of its Commitment and  Contribution  set out in the schedule to
     this  Substitution  Certificate;  and (b) requests  [Substitute  Bank] (the
     "Substitute")  to accept by way of novation  the portion of its  Commitment
     and Contribution specified in the schedule to this Substitution Certificate
     by  counter-signing  and delivering  this  Substitution  Certificate to the
     Agent at its address for the service of notices specified in the Agreement.

2    The Substitute requests the Agent (on behalf of itself, the Swingline Bank,
     the Overdraft  Bank,  the Borrowers,  the  Guarantors,  the Arrangers,  the
     Security Trustee and the Banks) to accept this Substitution  Certificate as
     being  delivered  to the Agent  pursuant to and for the  purposes of clause
     18.3 of the Agreement, so as to take effect in accordance with its terms on
     [date of transfer],  [being not earlier than [5] Banking Days after date of
     delivery of the Certificate to the Agent] (the "Transfer Date").

3    The Agent, on behalf of itself, the Swingline Bank, the Overdraft Bank, the
     Borrowers,  the  Guarantors,  the Arrangers,  the Security  Trustee and the
     Banks  confirms  the  novation  effected by this  Substitution  Certificate
     pursuant to and for the purposes of clause 18.3 of the Agreement.

4    The Substitute confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the Information memorandum) or warranty made by the Existing Bank, the
          Arrangers,  the Security Agent or the Agent to induce it to enter into
          this Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing Bank or any other Finance Party,  and based on such documents
          as it considers appropriate, its own appraisal of the creditworthiness
          of each Borrower and the Group and its own  independent  investigation
          of the financial condition, prospects and affairs of each Borrower and
          the  Group in  connection  with the  making  and  continuation  of the
          Facilities under the Agreement;

     (d)  that neither the Existing  Bank nor any other  Finance  Party shall at
          any  time  be  deemed  to have  had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitute  with any credit or other  information  with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3(a) and 19.5(a) of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality,  validity,  enforceability and sufficiency of the Agreement,
          the Security  Documents and this Substitution  Certificate and has not
          relied and will not rely on the  Existing  Bank,  the  Arrangers,  the
          Security Agent or the Agent or any  statements  made by any of them in
          that respect;

     (f)  that,  accordingly,  none of the Existing  Bank,  the  Arrangers,  the
          Security  Agent  and the  Agent  shall  make  any  representations  or
          warranties   in   respect   of,  or  shall  have  any   liability   or
          responsibility  to the  Substitute  in respect of any of the foregoing
          matters  or  any  other  matter  referred  to in  clause  19.7  of the
          Agreement; and

     (g)  that it is (or will,  at any time any payment to it by any Borrower is
          to be made, be) a Qualifying Bank.

5    Execution of this  Substitution  Certificate by the Substitute  constitutes
     its  representation  to the  Existing  Bank and all  other  parties  to the
     Agreement and the Security  Trust Deed that it has power to become party to
     the Agreement and the Security Trust Deed as a Bank on the terms herein and
     therein set out and has taken all  necessary  steps to authorise  execution
     and delivery of this Substitution Certificate.

6    The Substitute hereby undertakes to the Existing Bank, the other Banks, the
     Borrowers,  the  Guarantors,  the  Arrangers,  the  Security  Trustee,  the
     Swingline  Bank,  the Overdraft  Bank and the Agent that it will perform in
     accordance with their terms all those  obligations  which by the respective
     terms of the  Agreement  and the Security  Trust Deed will be assumed by it
     after acceptance of this Substitution Certificate by the Agent.

7    Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges the Existing Bank to:

     (a)  accept  any  re-transfer  from the  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by the  Substitute  by  reason  of any
          non-performance by any Borrower or any other party to the Agreement or
          any of the Security  Documents or any document relating thereto of any
          of its obligations under the same.

8    This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

9    This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute one and the same instrument.

10   This Substitution  Certificate is governed by English law. Clauses 21.2 and
     21.3 are incorporated herein by reference.

Note: This Substitution  Certificate is not a security,  bond, note,  debenture,
investment or similar instrument.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.

<PAGE>


                                  The Schedule

<TABLE>
<CAPTION>


                 Amount of Contribution                            Portion Novated
                 ----------------------                            ---------------

                         Swingline   Overdraft                             Swingline   Overdraft
Facility A   Facility B  Facility    Facility   Facility B     Facility B  Facility    Facility

$            $           $           (pound)     $             $            $          (pound)
<S>          <C>         <C>         <C>         <C>           <C>          <C>        <C>





                 Amount of Contribution                            Portion Novated
                 ----------------------                            ---------------

                         Swingline   Overdraft                             Swingline   Overdraft
Facility A   Facility B  Facility    Facility   Facility A     Facility B  Facility    Facility

$            $           $           (pound)     $             $            $          (pound)



</TABLE>


                      Administrative Details of Substitute



Lending office:

Account for payments:

Telephone:

Telefax:

Attention:


[Existing Bank]                [Substitute]

By:                            By:

Date                           Date:


The Agent

By:


on its own behalf and on behalf of the other Finance Parties,  Borrowers and all
other parties to the Agreement and the Security Trust Deed.



Date:



<PAGE>


                              Part B (global form)



NB  1.    Banks are advised not to employ Substitution Certificates or otherwise
          to assign, novate or transfer interests in the Agreement without first
          ensuring that the  transaction  complies with all applicable  laws and
          regulations, including the Financial Services Act 1986 and regulations
          made thereunder.

    2.    It is  expected  that  Banks will  enter  into  separate  arrangements
          dealing  with  the  monies  to be paid to the  Existing  Banks  by the
          Substitutes in consideration of the novation (e.g. principal,  accrued
          interest,  fees and any  mismatched  funding  adjustment).  Unless the
          Transfer Date is a rollover date,  mismatches of parties'  funding may
          arise.  This Certificate does not deal with these issues,  nor does it
          deal with any interim risk  participation the Existing Banks may grant
          to the Substitutes pending the Transfer Date.

To:      HSBC Investment Bank plc
         Vintner's Place
         68 Upper Thames Street
         London EC4V 3BJ


Attention: Syndicated Finance - Execution and Agency
                                                       [DATE]

                            Substitution Certificate

This Substitution  Certificate relates to an Agreement (the "Agreement") dated o
1999 between Cordiant  Communications Group plc as the Parent (1), the companies
whose names,  registered numbers and registered offices are set out in part A of
schedule 1 thereto,  as Original  Borrowers  (2),  The Bank of New York and HSBC
Investment Bank plc as Arrangers(3),  the banks and financial institutions whose
respective  names and  addresses are set out in schedule 1 thereto as Banks (4),
HSBC Investment Bank plc as Agent and Security Trustee (5), The Bank of New York
as Swingline  Bank (6) and HSBC Bank plc as Overdraft Bank (7). Terms defined in
the Agreement shall have the same meaning in this Substitution Certificate.

     33  Each  of  the  banks  set  out as  Existing  Banks  in  part  A  of the
     schedule  below (the  "Existing  Banks") (a)  confirms  the accuracy of the
     summary of its  participation  in the Agreement set out in the schedule and
     (b) requests each of the banks set out as Substitute Banks in Part C of the
     schedule  (the  "Substitutes")  to accept by way of novation the portion of
     such  participation  specified (or calculated as specified) in the schedule
     by  counter-signing  and delivering  this  Substitution  Certificate to the
     Agent at its address for the service of notices specified in the Agreement.

     34  Each of the Substitutes hereby requests the Agent (on behalf of itself,
     the other  Finance  Parties,  all  Borrowers  and all other  parties to the
     Agreement) to accept this  Substitution  Certificate as being  delivered to
     the Agent pursuant to and for the purposes of clause 18.3 of the Agreement,
     so as to take  effect  in  accordance  with the terms  thereof  on [date of
     transfer] (the "Transfer  Date") or on such later date as may be determined
     in accordance with the terms thereof.

     35 The Agent (on behalf of itself, the other Finance Parties, the Borrowers
     and all other  parties to the  Agreement)  confirms  each of the  novations
     effected by this Substitution  Certificate pursuant to and for the purposes
     of clause 18.3 of the  Agreement,  so as to take effect in accordance  with
     the respective terms thereof.

     36 Each of the Substitutes confirms:

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation (including,  without limitation,  anything contained in
          the  Information  Memorandum) or warranty made by the Existing  Banks,
          the  Arrangers,  the Security Agent or the Agent to induce it to enter
          into this Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing Banks or any other Finance Party, and based on such documents
          as it considers appropriate, its own appraisal of the creditworthiness
          of each Borrower and the Group and its own  independent  investigation
          of the financial condition, prospects and affairs of each Borrower and
          the  Group in  connection  with the  making  and  continuation  of the
          Facilities under the Agreement;

     (d)  that neither the Existing  Banks nor any other  Finance Party shall at
          any  time  be  deemed  to have  had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitutes  with any credit or other  information with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3(a) and 19.5(a) of the Agreement;

     (e)  that it has made and will  continue to make its own  assessment of the
          legality,  validity,  enforceability and sufficiency of the Agreement,
          the Security  Documents and this Substitution  Certificate and has not
          relied and will not rely on the Existing  Banks,  the  Arrangers,  the
          Security Agent or the Agent or any  statements  made by any of them in
          that respect;

     (f)  that,  accordingly,  none of the Existing  Banks,  the Arrangers,  the
          Security  Agent  and the  Agent  shall  make  any  representations  or
          warranties   in   respect   of,  or  shall  have  any   liability   or
          responsibility  to the Substitutes in respect of, any of the foregoing
          matters  or  any  other  matter  referred  to in  clause  19.7  of the
          Agreement;

     (g)  that it is (or will,  at any time any payment to it by any Borrower is
          to be made, be) a Qualifying Bank.

     37  Execution of this  Substitution  Certificate by each of the Substitutes
     constitutes its  representation to each of the Existing Banks and all other
     parties to the Agreement  and the Security  Trust Deed that it has power to
     become party to the Agreement and the Security  Trust Deed as a Bank on the
     terms  herein  and  therein  set out and has taken all  necessary  steps to
     authorise execution and delivery of this Substitution Certificate.

     38  Each of the Substitutes  hereby  undertakes to the Existing  Banks, the
     Finance  Parties,  the  Borrowers  and  each of the  other  parties  to the
     Agreement  that it will  perform  in  accordance  with its  terms all those
     obligations which by the terms of the Agreement will be assumed by it after
     acceptance of this Substitution Certificate by the Agent.

     39  Without  limiting  the above  paragraphs,  nothing in this Substitution
     Certificate obliges any of the Existing Banks to:

     (a)  accept  any  re-transfer  from any  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by any  Substitute  by  reason  of any
          non-performance  by any Obligor or any other party to the Agreement or
          any of the Security  Documents or any document relating thereto of any
          of its obligations under the same.

     40  Each  Substitute (and the Existing Banks in respect of the transfers to
     such  Substitute)  agrees  to be  bound  by this  Substitution  Certificate
     notwithstanding   that  any  other  Substitute  intended  to  execute  this
     Substitution Certificate may not do so or may not be effectually bound.

     41  This Substitution  Certificate  and the rights and  obligations  of the
     parties  hereunder  shall be governed by and construed in  accordance  with
     English  law.  Clauses  21.2  and  21.3  of  the  Agreement  inclusive  are
     incorporated herein by reference.

Note: This Substitution  Certificate is not a security,  bond, note,  debenture,
      investment or similar instrument.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.

<PAGE>

                                  The Schedule

                                     Part A

            Existing Banks' Commitments, Contributions (and Relevant
             Proportions) being each of their participations in the
            Agreement as at the date of this Substitution Certificate



              [Set out each Existing Bank's participation including
                         Commitments and Contributions]



                                     Part B

                               Portion Transferred


            [Set out the portion of each Existing Bank's Commitments
                         and Contributions transferred]



The portion of an Existing Bank's  [Commitments and  Contributions in respect of
each Facility etc.] to be transferred to a particular  Substitute is [as set out
below/calculated as follows:]]

                   [set out details or method of calculation]


                                     Part C


[Set out names of Substitute Banks and the aggregate  amounts of the Commitments
and Contributions in respect of each Facility being transferred to them] [Insert
execution particulars and each Substitute's administration details]



[Each of the Existing Banks]                [Each of the Substitutes]

By:..........................               By:............................

Date:                                       Date:



The Agent

By:

 .....................................
on its own behalf
and on behalf of the other Finance Parties,
the Borrowers and all other parties to the
Agreement and the Security Trust Deed.


<PAGE>

<TABLE>
<CAPTION>


                                   Schedule 7
                             Permitted Encumbrances


================== ================== ============== ================= ==============================================
Country            Company            Currency            Amount       Description
------------------ ------------------ -------------- ----------------- ----------------------------------------------
<S>                <C>                <C>             <C>              <C>

Australia          George Patterson   AUD                  78,487      Rental bonds/deposits
------------------ ------------------ -------------- ----------------- ----------------------------------------------
China              Bates              HKD                 835,000      Cash collateral to secure rental agreement
------------------ ------------------ -------------- ----------------- ----------------------------------------------
France             Bates              FRF               1,097,000      Cash collateral to secure rental guarantee
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Greece             Bates              GRD              50,000,000      Charge on accounts  receivable  re Xhios bank
                                                                       facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Greece             Bates              GRD              75,000,000      Post  dated  bills  re   guarantee   facility
                                                                       provided by Xhios
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Greece             Bates              GRD              75,000,000      Post  dated  bills  (or  cash)  re  guarantee
                                                                       facility provided by Bank of Attica
------------------ ------------------ -------------- ----------------- ----------------------------------------------
India              Bates              INR              75,000,000      Charge of receivables and equitable  mortgage
                                                                       of properties for bank facilities  granted by
                                                                       HSBC and Nedungadi Banks
------------------ ------------------ -------------- ----------------- ----------------------------------------------
India              Bates              INR                 600,000      Term deposit to secure bank guarantee
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Indonesia          Bates              IDR           1,000,000,000      Charge on receivables re Lippo Bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Netherlands        Bates              NLG               2,000,000      Charge  on  accounts  receivable  re ABN Amro
                                                                       bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Netherlands        Cordiant Finance   NLG                  18,463      Cash collateral to secure rental guarantee
------------------ ------------------ -------------- ----------------- ----------------------------------------------
New Zealand        Bates              NZD                 500,000      Debenture  over company assets re countrywide
                                                                       Bank facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Sweden             Bates              SEK               4,150,000      Charge  on  assets  re   Provinsbanken/Osgota
                                                                       Enskilda Banken bank and guarantee facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
Taiwan             Bates              NTD              15,000,000      Cash collateral for media guarantee facility
------------------ ------------------ -------------- ----------------- ----------------------------------------------
USA                Ted Bates WW       USD                Variable      Cash surrender value of life assurance policy
------------------ ------------------ -------------- ----------------- ----------------------------------------------
------------------ ------------------ -------------- ----------------- ----------------------------------------------
UK                 UK  Operating      GBP                variable      Fixed charge over TV receivables
                   companies
------------------ ------------------ -------------- ----------------- ----------------------------------------------
------------------ ------------------ -------------- ----------------- ----------------------------------------------
UK                 Plc                ESP              30,975,000      Escrow account for deferred  consideration re
                                                                       minority purchase of Grupo Bates Spain
================== ================== ============== ================= ==============================================

</TABLE>


<PAGE>
                               Schedule 8 - Part A

                          Borrower Accession Agreement

THIS BORROWER ACCESSION AGREEMENT is dated [               ] and made BETWEEN: m

(1)  o (No. o) whose registered office is at o (the "Additional Borrower");

(2)  CORDIANT  COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office is
     at 121-141 Westbourne Terrace, London  W2 6JR (the "Parent"); and

(3)  HSBC  INVESTMENT  BANK PLC of Vintners  Place 68 Upper Thames Street London
     EC4V 3BJ in its capacity as Agent under the Agreement  referred to below on
     behalf of itself the and the other Finance Parties (the "Agent").

WHEREAS:

(A)  The Additional Borrower is a Subsidiary of the Parent.

(B)  By an agreement dated o 1999 and made between the Parent (1), the companies
     whose  names and,  where  applicable,  registered  offices  and  registered
     numbers are set out in part A of schedule 1 thereto (2), the Arrangers (3),
     the banks and financial  institutions whose names and addresses are set out
     in schedule 2 thereto  (4),  the Agent and the  Security  Trustee  (5), the
     Swingline  Bank  (6) and the  Overdraft  Bank  (7)  (as  from  time to time
     amended,  varied,  extended,  restated or replaced,  the "Agreement"),  the
     Banks agreed to make available to the Borrowers credit facilities.

(C)  The Parent has undertaken to procure that an agreement  supplemental to the
     Agreement  shall be executed and delivered by any  Subsidiary of the Parent
     which the Parent  intends  should become an Additional  Borrower  under the
     Agreement.

NOW THIS BORROWER ACCESSION AGREEMENT WITNESSES as follows:

1    Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Borrower  Accession  Agreement,   words  and  expressions  defined  in  the
     Agreement shall have the same meaning when used in this Borrower  Accession
     Agreement  or the  Recitals  hereto.  Clauses 1.3 and 1.4 of the  Agreement
     shall apply to this Borrower Accession Agreement,  mutatis mutandis,  as if
     expressly set out herein.

2    Accession to the Agreement

     With  effect  from  the  date of this  Borrower  Accession  Agreement,  the
     Additional  Borrower  shall become a party to the  Agreement and a Borrower
     thereunder  as if named  therein in part A of  schedule 1 thereto  and with
     effect from such date shall assume  obligations  towards and rights against
     the other Borrowers,  the Agent, the Arranger, the Funders and the Security
     Trustee as if so named therein.

3    Continuance of the Agreement

     Notwithstanding  this Borrower Accession  Agreement,  the provisions of the
     Agreement shall continue in full force and effect and, with effect from the
     date of this Borrower Accession Agreement,  the Agreement shall be read and
     construed as one  instrument  as if  references  in the  Agreement to "this
     Agreement"  were to the  Agreement and this  Borrower  Accession  Agreement
     taken together.

4    Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of itself and the other Finance  Parties)  consent to the Additional
     Borrower becoming a Borrower as set out in clauses 2 and 3.

5    Representations and warranties

     The Additional Borrower represents and warrants to each of the Funders, the
     Arrangers,  the Security  Trustee and the Agent in the terms of clause 11.1
     of the Agreement other than the excluded  representations and warranties as
     if  references  therein  (i)  to  this  "Agreement"  or  to  the  "Security
     Documents" were also to this Borrower  Accession  Agreement and (ii) to the
     "Borrowers" or any "member of the Group" were to the Additional Borrower.

6    Law [and jurisdiction]

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

     [Jurisdiction clause and appointment of agent for service of process]

IN WITNESS whereof this Borrower  Accession  Agreement has been entered into the
day and year first above written

<PAGE>
                 Part B - Overdraft Borrower Accession Agreement

THIS OVERDRAFT BORROWER ACCESSION AGREEMENT is dated [       ] and made BETWEEN:

(1)  (No.  o)  whose  registered  office  is  at o  (the  "Additional  Overdraft
     Borrower");

(2)  CORDIANT  COMMUNICATIONS GROUP PLC (No. 1320869) whose registered office is
     at 121/141 Westbourne Terrace, London W2 6JR (the "Parent"); and

(3)  HSBC  INVESTMENT  BANK PLC of Vintners  Place 68 Upper Thames Street London
     EC4V 3BJ in its capacity as Agent under the Agreement  referred to below on
     behalf of itself and the other Finance Parties (the "Agent").

WHEREAS:

(A)  The Additional Overdraft Borrower is a Subsidiary of the Parent.

(B)  By an agreement dated o 1999 and made between the Parent (1), the companies
     whose  names and,  where  applicable,  registered  offices  and  registered
     numbers are set out in part A of schedule 1 thereto (2), the Arrangers (3),
     the banks and financial  institutions whose names and addresses are set out
     in schedule 2 thereto  (4),  the Agent and the  Security  Trustee  (5), the
     Swingline  Bank  (6) and the  Overdraft  Bank  (7)  (as  from  time to time
     amended,  varied,  extended,  restated or replaced,  the "Agreement"),  the
     Banks agreed to make available to the Borrowers credit facilities.

(C)  The Parent has undertaken to procure that an agreement  supplemental to the
     Agreement  shall be executed and delivered by any  Subsidiary of the Parent
     which the Parent  intends  should become an Additional  Overdraft  Borrower
     under the Agreement.

NOW THIS OVERDRAFT BORROWER ACCESSION AGREEMENT WITNESSES as follows:

1    Agreement definitions

     Unless the context  otherwise  requires or unless otherwise defined in this
     Overdraft Borrower Accession  Agreement,  words and expressions  defined in
     the  Agreement  shall  have the same  meaning  when used in this  Overdraft
     Borrower Accession Agreement or the Recitals hereto. Clauses 1.3 and 1.4 of
     the Agreement shall apply to this Overdraft Borrower  Accession  Agreement,
     mutatis mutandis, as if expressly set out herein.

2    Accession to the Agreement

     With effect from the date of this Overdraft Borrower  Accession  Agreement,
     the Additional Overdraft Borrower shall become a party to the Agreement and
     an  Overdraft  Borrower  thereunder  as if named  therein  as an  Overdraft
     Borrower  and with effect from such date shall assume  obligations  towards
     and rights  against  the other  Borrowers,  the Agent,  the  Arranger,  the
     Funders and the Security Trustee as if so named therein.

3    Continuance of the Agreement

     Notwithstanding this Overdraft Borrower Accession Agreement, the provisions
     of the Agreement  shall  continue in full force and effect and, with effect
     from the date of this Overdraft Borrower Accession Agreement, the Agreement
     shall be read and  construed  as one  instrument  as if  references  in the
     Agreement to "this  Agreement"  were to the  Agreement  and this  Overdraft
     Borrower Accession Agreement taken together.

4    Consent

     The Parent (on behalf of itself and, the other Borrowers) and the Agent (on
     behalf of itself and the other Finance  Parties)  consent to the Additional
     Overdraft  Borrower becoming an Overdraft  Borrower as set out in clauses 2
     and 3.

5    Representations and warranties

     The Additional  Overdraft  Borrower  represents and warrants to each of the
     Funders, the Arrangers,  the Security Trustee and the Agent in the terms of
     clause 11.1 of the Agreement  other than the excluded  representations  and
     warranties  as if  references  therein  (i) to this  "Agreement"  or to the
     "Security  Documents"  were  also  to  this  Overdraft  Borrower  Accession
     Agreement and (ii) to the  "Borrowers" or any "member of the Group" were to
     the Additional Overdraft Borrower.

6    Law [and jurisdiction]

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

     [Jurisdiction clause and appointment of agent for service of process].

IN WITNESS whereof this Overdraft Borrower Accession  Agreement has been entered
into the day and year first above written.
<PAGE>

<TABLE>
<CAPTION>



                                   Schedule 9
                              Permitted Guarantees

========================== ================== =============== =============== =======================================
Country                    Company            Currency           Amount         Description
-------------------------- ------------------ --------------- --------------- ---------------------------------------
<S>                        <C>                <C>                 <C>         <C>


Australia                  K&D Bond           AUD                     58,000  Indemnities  provided  in respect of a
                                                                              guarantee provided by ANZ for rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Australia                  George Patterson   AUD                 13,584,120  Guarantee  given  by the  company  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Austria                    Bates              ATS                    420,000  Guarantee  given  by the  company  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Belgium                    Bates              BEF                  1,500,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided by  Deutsche  Bank
                                                                              for rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Canada                     plc                CAD                  1,000,000  Guarantee  given  by plc for the  Nova
                                                                              Scotia  facility   provided  to  Bates
                                                                              Canada
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Germany                    Scholz & Friends   DEM                    500,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by SMH  Bank  for
                                                                              property lease
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Germany                    Scholz & Friends   DEM                  4,600,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BHF  Bank  for
                                                                              property lease
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates              GRD                200,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility provided by Euromerchant Bank
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates              GRD                150,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility   provided   by  Xhios   Bank
                                                                              (secured 50% on post-dated bills)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Greece                     Bates              GRD                150,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility  provided  by Bank of  Attica
                                                                              (secured   30%  on   cash  or  50%  on
                                                                              post-dated bills)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Hong Kong                  Bates              HKD                    100,000  Guarantee  provided to SCMP in respect
                                                                              of Zenith Media
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      141                ITL                  6,250,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI to  Zurigo
                                                                              Assurance
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      Bates              ITL                 70,000,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI to  Zurigo
                                                                              Assurance
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      Bates              ITL                 30,000,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI on  behalf
                                                                              of client Istat
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      Bates              ITL                  5,000,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI on  behalf
                                                                              of Italian Police Department
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Italy                      Bates              ITL                 14,000,000  Indemnities  provided  in respect of a
                                                                              guarantee  provided  by BCI on  behalf
                                                                              of  client  Presidenza  del  Consiglio
                                                                              del Ministri
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Malaysia                   Bates              MYR                  5,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility   provided   by   HSBC   (50%
                                                                              guaranteed by plc)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Netherlands                Bates              NLG                    236,300  Guarantee  given  by the  company  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Norway                     Bates Gruppen      NOK                  7,800,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility  provided by  Sparbanken  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Norway                     Bates Gruppen      NOK                    315,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility  provided by  Sparbanken  for
                                                                              rent
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Norway                     Bates Gruppen      NOK                    500,000  Guarantee  given  by  the  company  to
                                                                              Kreditkassen for a loan to an employee
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Spain                      Delvico Bates      ESP                100,000,000  Indemnities  provided  in  respect  of
                                                                              guarantees   issued  under   guarantee
                                                                              facility provided by Banco Santander
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Sweden                     Bates              SEK                  1,144,000  Indemnities  provided  in respect of a
                                                                              guarantee          provided         by
                                                                              Provinsbanken/Osgota  Enskilda  Banken
                                                                              for  rent  (secured  by  a  charge  on
                                                                              assets)
-------------------------- ------------------ --------------- --------------- ---------------------------------------
Taiwan                     Bates              NTD                 10,000,000  Indemnities  provided  in respect of a
                                                                              factory  loan  provided  by  Chailease
                                                                              Finance Co
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Bates    Overseas  PTE                 30,000,000  Guarantee  provided  by  BOH  for  the
                           Holdings                                           Banco  Totta &  Acores  bank  facility
                                                                              for Bates Portugal JV
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                USD             Lease           Guarantee  given to landlord of Hudson
                                                              obligations     Street (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                GBP             Lease           Guarantee   given   to   landlord   of
                                                              obligations     Berkeley Square (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                GBP             Lease           Guarantee  given to  landlord of Dukes
                                                              obligations     Road (with Saatchi)
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK/US                      Plc                USD             Lease           Guarantee  given to  landlord of Bates
                                                              obligations     premises at 498 Seventh Avenue
                                                              and over costs
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                ZAR             Run-off         Guarantee  given by plc to PN  Barrett
                                                              liabilities     Company (Prop) Ltd
                                                              if any
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                GBP             Variable        forward FX contracts
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                JPY                700,000,000  Guarantee  given by plc in  respect of
                                                                              Bates Japan
-------------------------- ------------------ --------------- --------------- ---------------------------------------
UK                         Plc                USD                  2,000,000  Guarantee  given  to  Chase  Manhattan
                                                                              Bank
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Holdings           USD                             Guarantee  given by  Cordiant  Compton
                                                                              WW to Nlederhoffer, Cross & Zeckhauser
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Holdings           USD                             Guarantee  given by  Cordiant  Compton
                                                                              WW to Orenstein, Musoff & Orenstein
-------------------------- ------------------ --------------- --------------- ---------------------------------------
USA                        Holdings           USD                 10,000,000  Guarantee  given by Cordiant  Crompton
                                                                              WW to KCIN re lease
========================== ================== =============== =============== =======================================

</TABLE>


<PAGE>


                                   Schedule 10
                        Borrower's Compliance Certificate


                         Form of Compliance Certificate
                     to be issued by the Authorised Officer



HSBC Investment Bank plc
Vintners Place
68 Upper Thames Street
London EC4V 3BJ

Attention:  Syndicated Finance - Execution and Agency
                                                                      [Date]



Dear Sirs

Cordiant  Communications  Group  plc  Loan  Agreement  dated o 1999  for  Credit
Facilities of up to US$250,000,000 (the "Agreement")

We refer to the Agreement and deliver this Compliance  Certificate in respect of
the Fiscal Quarter ended o pursuant to clause 12.1(g) thereof.  Terms defined in
the  Agreement  shall  have  the  same  meaning  when  used in  this  Compliance
Certificate.  We attach a calculation  of all the relevant  items referred to in
paragraphs 1 to 4 below.

We confirm:

1    PBIT in respect of the 12 months ended on o was o.

2    Consolidated Net Interest  Expenditure in respect of the 12 months ended on
     o was o.

3    Consolidated Gross Borrowings (calculated on the basis of the daily average
     for the Fiscal Half-Year ended on o was o.

4    Adjusted PBIT in respect of the 12 months ended on o was o.

Based on the above,  we certify that,  calculated on the basis set out in clause
13 of the Agreement:

(a)  On o the ratio of PBIT to Consolidated Net Interest Expenditure was o.

(b)  On o the ratio of Consolidated Gross Borrowings to Adjusted PBIT was o.

Accordingly,  we confirm that the Parent was in compliance with the undertakings
set out in clause 13.1 on o and in respect of the Fiscal Half-Year ended on such
date.

We confirm that no Default has occurred and is  continuing  which is  unremedied
and unwaived  [other than where full details have  previously  been  provided to
you].

For and on behalf of

Cordiant Communications Group plc





 .......................

Authorised Officer

<PAGE>


                                   Schedule 11
                 Form of Guarantee to be given by new Guarantors




                                      DATED





                                    GUARANTEE
                                    given by
                                        o











                                   Norton Rose

                                     London



<PAGE>


THIS GUARANTEE is dated o and made BETWEEN:

(1)  o as Guarantor; and

(2)  HSBC INVESTMENT BANK PLC as Security Trustee, for the benefit of itself and
     each of the Beneficiaries as defined below.

WHEREAS:

(A)  By an agreement (as from time to time amended, varied,  extended,  restated
     or  replaced,  the  "Agreement")  dated o 1999  and made  between  Cordiant
     Communications  Group plc as Parent (the "Parent") (1), the companies whose
     names and  registered  offices are set out in schedule 1 thereto  (together
     with the Parent,  the "Borrowers")  (2), The Bank of New York and HSBC Bank
     plc as Arrangers (3), the banks and financial  institutions whose names and
     addresses  are set out in  schedule  2  thereto  (the  "Banks")  (4),  HSBC
     Investment Bank plc as Agent and Security Trustee (5), The Bank of New York
     as  Swingline  Bank (6) and HSBC Bank plc as  Overdraft  Bank (7) the Banks
     have agreed to make available to the Borrowers a revolving  credit facility
     of up to  $125,000,000,  the Swingline Bank has agreed to make available to
     the  Swingline  Borrower a  swingline  facility of up to  $18,000,000,  the
     Overdraft Bank has agreed to make  available to the Overdraft  Borrowers an
     overdraft  facility of up  to(pound)4,000,000  and the Banks have agreed to
     make  available  to the  Borrowers  a  revolving  credit  facility of up to
     $125,000,000.

(B)  The Parent has undertaken to procure that certain  Subsidiaries  enter into
     guarantees as security for the obligations contained in the Agreement.

IT IS AGREED as follows:

1    Interpretation

1.1  Defined expressions

     In  this  Guarantee,  unless  the  context  otherwise  requires  or  unless
     otherwise defined in this Guarantee,  words and expressions  defined in the
     Agreement  shall have the same  meaning  where used in this  Guarantee.  In
     addition  clause 1.4 of the Agreement shall be deemed to be incorporated in
     full in this  Guarantee on the basis that  references in such clause 1.4 to
     "this Agreement" were references to this Guarantee.

1.2  Successors and assigns

     The   expressions   "Agent",   "Arrangers",    "Banks",    "Beneficiaries",
     "Borrowers",   "Company",  "Finance  Party",  "Overdraft  Bank",  "Security
     Provider",  "Security  Trustee" and  "Swingline  Bank"  include,  where the
     context admits, their respective successors, in the case of the Banks their
     respective  permitted  transferees  and  assignees,  whether  immediate  or
     derivative,  in the case of the Security Trustee,  such other person as may
     from time to time be  appointed as security  trustee for the  Beneficiaries
     pursuant to the  provisions of the Security  Trust Deed and, in the case of
     the Agent,  such other persons as may be appointed as Agent pursuant to the
     provisions of the Agreement.

1.3  Definitions

     In this Guarantee, unless the context otherwise requires:

     "Beneficiaries"  has the meaning  given to the term in the  Security  Trust
     Deed;

     "Collateral  Instruments" means negotiable and non-negotiable  instruments,
     guarantees and any other documents or instruments which contain or evidence
     an  obligation  (with  or  without  security)  to  pay,   discharge  or  be
     responsible  directly or indirectly  for, any liabilities of any person and
     includes any document or instrument creating or evidencing an Encumbrance;

     "Guarantee" includes each separate or independent  stipulation or agreement
     by the Guarantor contained in this Guarantee;

     "Guaranteed  Liabilities"  means all moneys,  obligations  and  liabilities
     expressed to be guaranteed by the Guarantor in clause 2.1; and

     "Incapacity"  means in  relation to a person the  insolvency,  liquidation,
     dissolution,  winding-up,   administration,   receivership,   amalgamation,
     reconstruction  or other incapacity of that person  whatsoever (and, in the
     case  of  a  partnership,   includes  the  termination  or  change  in  the
     composition of the partnership).

1.4  Headings

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

2    Guarantee

2.1  Guarantee

     The Guarantor  hereby  irrevocably and  unconditionally  guarantees that it
     will on  demand  made on it by the  Security  Trustee  pay to the  Security
     Trustee  for the  account  of the  relevant  Beneficiaries  all  moneys and
     discharge all obligations and liabilities  whether actual or contingent now
     or  hereafter  due,  owing or incurred  to the Agent,  the  Arrangers,  the
     Security Trustee,  the Banks, the Swingline Bank, or the Overdraft Bank (or
     any of them) by the  Borrowers  (or any of them)  under or  pursuant to the
     Agreement  and/or this Guarantee  and/or the Security Trust Deed and/or any
     of the other Security Documents,  in each case when the same become due for
     payment or discharge whether by acceleration or otherwise, and whether such
     moneys, obligations and liabilities are express or implied; present, future
     or  contingent;   joint  or  several;  incurred  as  principal  or  surety;
     denominated  in Dollars,  Sterling or in any other  currency  together with
     commission,  fees and other  charges and all legal and other costs  charges
     and expenses on a full  indemnity  basis which may be properly  incurred by
     the  Beneficiaries  or  any  of  them  in  relation  to  any  such  moneys,
     obligations or liabilities or generally in respect of such Guarantor.

2.2  Guarantor as principal debtor; indemnity

     As a separate and independent  stipulation,  the Guarantor  irrevocably and
     unconditionally agrees that if any purported obligation or liability of any
     Borrower  which would have been the subject of this  Guarantee  had it been
     valid and  enforceable is not or ceases to be valid or enforceable  against
     such  Borrower  on  any  ground  whatsoever  whether  or not  known  to the
     Beneficiaries or any of them (including,  without limitation, any irregular
     exercise  or absence of any  corporate  power or lack of  authority  of, or
     breach of duty by, any person  purporting to act on behalf of such Borrower
     or any legal or other  limitation,  whether  under the  Limitation  Acts or
     otherwise or any disability or Incapacity or any change in the constitution
     of such Borrower) the Guarantor shall  nevertheless be liable in respect of
     that purported  obligation or liability as if the same were fully valid and
     enforceable and the Guarantor were the principal debtor in respect thereof.
     The Guarantor hereby  irrevocably and  unconditionally  agrees to indemnify
     and keep  indemnified  the  Beneficiaries  against  any  loss or  liability
     arising from any failure of any  Borrower to perform or discharge  any such
     purported   obligation   or   liability   or   from   any   invalidity   or
     unenforceability of any of the same against such Borrower.

2.3  Statements of account conclusive

     Any statement of account of the Borrowers in reasonable  detail,  signed as
     correct by an officer of the  Security  Trustee,  showing the amount of the
     Guaranteed  Liabilities  shall,  in the absence of manifest error, be prima
     facie evidence thereof.

2.4  Interest

     The  Guarantor  agrees to pay interest on each amount  demanded of it under
     this Guarantee from the date of such demand until payment (as well after as
     before judgment) at the rate specified in clause 5.5 of the Agreement which
     shall apply to this Guarantee mutatis mutandis.

2.5  Continuing guarantee

     This Guarantee shall extend to the ultimate balance from time to time owing
     to the Beneficiaries by the Borrowers and shall be a continuing  guarantee,
     notwithstanding  any  intermediate  payment,  partial  settlement  or other
     matter whatsoever.

2.6  Liability unconditional

     The  liability  of the  Guarantor  shall not be  affected  nor  shall  this
     Guarantee be discharged or reduced by reason of:

     (a)  the Incapacity or any change in the name, style or constitution of any
          Borrower or any other person liable;

     (b)  any of the Beneficiaries  granting any time,  indulgence or concession
          to,  or  compounding  with,  discharging,  releasing  or  varying  the
          liability of, any Borrower or any other person liable; or

     (c)  any amendment,  variation or waiver (however  material or fundamental)
          of the Agreement or any Security Document; or

     (d)  any act or omission  which would not have  discharged  or affected the
          liability of the Guarantor had it been a principal debtor instead of a
          guarantor or by anything done or omitted which but for this  provision
          might operate to exonerate the Guarantor.

2.7  Collateral Instruments

     Neither the Security Trustee nor any other  Beneficiary shall be obliged to
     make any claim or demand on the  Borrowers  or to resort to any  Collateral
     Instrument or other means of payment before enforcing this Guarantee and no
     action taken or omitted in connection with any such  Collateral  Instrument
     or other means of payment shall discharge,  reduce, prejudice or affect the
     liability of the Guarantor under this Guarantee.

2.8  Waiver of Guarantor's rights

     Until  all  the  Guaranteed  Liabilities  have  been  paid,  discharged  or
     satisfied  in  full  (and  notwithstanding  payment  of a  dividend  in any
     liquidation or under any compromise or  arrangement)  the Guarantor  agrees
     that it will not in connection with the Guaranteed Liabilities (without the
     prior  written  consent of the Security  Trustee or other than as permitted
     under the terms of the Agreement):

     (a)  exercise any rights of subrogation,  contribution or indemnity against
          the Borrowers or any other person liable;

     (b)  demand or accept  any  Encumbrance  to be granted in respect of any of
          its obligations under this Guarantee or any other  Indebtedness now or
          hereafter  due to the  Guarantor  from the Borrowers or from any other
          person liable;

     (c)  take any step to enforce any right  against the Borrowers or any other
          person liable in respect of any Guaranteed Liabilities; or

     (d)  exercise any right of set-off or counterclaim against the Borrowers or
          any other  person  liable or claim or prove or vote as a  creditor  in
          competition with the Beneficiaries in the liquidation,  administration
          or other  insolvency  proceeding  of any  Borrower or any other person
          liable  or have the  benefit  of,  or share in,  any  payment  from or
          composition  with,  any  Borrower  or any other  person  liable or any
          Collateral  Instrument now or hereafter held by the  Beneficiaries for
          any Guaranteed  Liabilities  or for the  obligations or liabilities of
          any other person liable.

2.9  Suspense accounts

     All monies received by the Security  Trustee shall be applied in or towards
     satisfaction  of such of the Guaranteed  Liabilities in accordance with the
     terms of the  Security  Trust Deed  except  that the  Security  Trustee may
     credit the same to a suspense account for so long and in such manner as the
     Security Trustee may from time to time determine.

2.10 Guarantor to deliver up certain property

     If,  contrary to clause 2.8, the Guarantor takes or receives the benefit of
     any  Encumbrance,  other  than a  Permitted  Encumbrance  or other  than as
     permitted  under the terms of the  Agreement,  or receives or recovers  any
     money or other property, such Encumbrance, money or other property shall be
     held on trust for the  Beneficiaries and shall be delivered to the Security
     Trustee on written demand for  application in accordance  with the terms of
     the Security Trust Deed.

2.11 Other guarantors

     The Guarantor agrees:

     (a)  to be bound by this  Guarantee  notwithstanding  that any other person
          intended to execute or to be bound by any other guarantee or assurance
          under  or  pursuant  to the  Agreement  may  not  do so or may  not be
          effectively  bound and  notwithstanding  that such other  guarantee or
          assurance  may  be  determined  to  be  or be  or  become  invalid  or
          unenforceable against any other person,  whether or not the deficiency
          is known to the Beneficiaries or any of them; and

     (b)  that its obligations  under this Guarantee will not be affected in any
          way by any  Subsidiary  of the Parent  becoming a Guarantor  after the
          date of this Guarantee.

3    Payments and Taxes

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

     All payments to be made by the Guarantor under this Guarantee shall be made
     in full,  without any set-off or counterclaim  whatsoever  and,  subject as
     provided in clause 3.2, free and clear of any  deductions or  withholdings,
     in Dollars,  Sterling or the relevant  Optional Currency (except for costs,
     charges and  expenses  which shall be payable in the currency in which they
     are  incurred)  on demand by the  Security  Trustee  to the  account of the
     Security Trustee at such bank as the Security Trustee may from time to time
     specify for this purpose. Save where the Agreement or the relevant Security
     Document  specifically provides for a payment to be made for the account of
     a  particular   Beneficiary  in  which  case  the  Security  Trustee  shall
     distribute the relevant payment to the Beneficiary  concerned,  payments to
     be made by the Guarantor  under this Guarantee  shall be for the account of
     all the Beneficiaries  and the Security Trustee shall forthwith  distribute
     such payments in like funds as are received by the Security  Trustee to the
     Beneficiaries in accordance with the provisions of the Security Trust Deed.

3.2  Grossing-up for Taxes and other matters

     Clauses 10.5, 10.6, 10.7, 10.8, 10.9, 10.10,  10.11, 10.12, 10.13 and 10.14
     of the  Agreement  shall  apply as if the same were set out in full in this
     Guarantee, mutatis mutandis.

3.3  Currency of account; Currency indemnity

     Clause 15.2 of the  Agreement  shall apply as if it were set out in full in
     this Guarantee, mutatis mutandis.

4    Representations and warranties

4.1  Representations and warranties

     The  Guarantor  represents  and warrants to the  Security  Trustee (for the
     benefit of each of the Beneficiaries) that:

     (a)  Due  incorporation:  it is duly established or incorporated  [(and [in
          the case of a corporation  incorporated in the United States], validly
          existing  and in good  standing)]  under  the  laws of o as a  limited
          liability  company and has power to carry on its business as it is now
          being conducted and to own its property and other assets;

     (b)  Corporate  power to  guarantee:  it has power to execute,  deliver and
          perform its obligations under this Guarantee; all necessary corporate,
          shareholder   and  other  action  has  been  taken  to  authorise  the
          execution,  delivery and  performance of the same and no limitation on
          its power to guarantee  will be exceeded as a result of entering  into
          this Guarantee;

     (c)  Binding  obligations:  this  Guarantee  constitutes  valid and legally
          binding  obligations  of  the  Guarantor  save  as  disclosed  in  the
          qualifications  to  the  legal  opinions  delivered  under  part  C of
          schedule 4 of the Agreement;

     (d)  No filings required: any notarisation, filing, recording, registration
          or enrolment in any court,  public  office or elsewhere and any stamp,
          registration  or similar  tax or charge  payable on or in  relation to
          this   Guarantee   necessary   to  ensure  the   legality,   validity,
          enforceability or admissibility in evidence of this Guarantee has been
          made or paid and this Guarantee is in proper form for its  enforcement
          in the courts of England and o [relevant exceptions to be noted]; and

     (e)  Choice of law:  the choice by the  Guarantor  of English law to govern
          this   Guarantee   [and  the   submission  by  the  Guarantor  to  the
          non-exclusive jurisdiction of the High Court of Justice in England] is
          [are]  valid and  binding  save as  disclosed  in the  legal  opinions
          provided under part C of schedule 4 of the Agreement.

4.2  Repetition

     The  representations  and  warranties  in clause  4.1 shall be deemed to be
     repeated  by the  Guarantor  on and  as of  each  Drawdown  Date  and  each
     Repayment  Date as if made with  reference  to the facts and  circumstances
     existing on each such day.

5    Set-off and Pro rata Payments

5.1  Set-off

     The Guarantor  authorises  each  Beneficiary to apply any credit balance to
     which the Guarantor is then  entitled on any account of the Guarantor  with
     such  Beneficiary at any of its branches in or towards  satisfaction of any
     sum then due and payable from the Guarantor to such Beneficiary  under this
     Guarantee. For this purpose each Beneficiary is authorised to purchase with
     the moneys standing to the credit of such account such other  currencies as
     may be  necessary  to effect  such  application.  No  Beneficiary  shall be
     obliged  to  exercise  any  right  given  to it by this  clause  5.1.  Each
     Beneficiary  shall notify the Security Trustee and the Guarantor  forthwith
     upon the exercise or purported exercise of any right of set-off giving full
     details in relation thereto and the Security Trustee shall inform the other
     Beneficiaries.

5.2  Pro rata payments

     The Guarantor acknowledges and accepts the provisions of clause 17.2 of the
     Agreement.

6    Benefit of this Guarantee

6.1  Benefit and burden

     This  Guarantee  shall be binding upon the Guarantor and its  successors in
     title and shall  enure for the  benefit of the  Security  Trustee,  for the
     benefit of itself and each of the other  Beneficiaries and their respective
     successors in title and (in the case of the Banks) their  Substitutes.  The
     Guarantor expressly acknowledges and accepts the provisions of clause 18 of
     the  Agreement  and agrees that any  Substitute  which becomes party to the
     Agreement in accordance  with clause 18 of the Agreement  shall be entitled
     to the benefit of this Guarantee.

6.2  Changes in constitution or reorganisations of Banks

     For the  avoidance  of doubt and without  prejudice  to the  provisions  of
     clause  6.1,  this   Guarantee   shall  remain  binding  on  the  Guarantor
     notwithstanding  any change in the constitution of the Beneficiaries or any
     of them or  their  or its  absorption  in,  or  amalgamation  with,  or the
     acquisition  of all or part of their or its  undertaking  or assets by, any
     other person,  or any  reconstruction or reorganisation of any kind, to the
     intent that this Guarantee shall remain valid and effective in all respects
     in favour of any assignee,  transferee  or other  successor in title of the
     Beneficiaries  in the same manner as if such assignee,  transferee or other
     successor in title had been named in this  Guarantee as a party instead of,
     or in addition to, the relevant Beneficiary.

6.3  No assignment by Guarantor

     The Guarantor  may not assign or transfer any of its rights or  obligations
     under this Guarantee.

6.4  Disclosure of information

     Any Beneficiary may disclose to a prospective  assignee or transferee or to
     any other person who may propose entering into  contractual  relations with
     such  Beneficiary in relation to the Agreement such  information  about the
     Guarantor as such Beneficiary shall consider appropriate provided that such
     Beneficiary  will obtain an undertaking from such assignee or transferee to
     keep such information confidential and only disclose it as required by law.

7    The Security Trust Deed

7.1  Trust: The Guarantor and the Security  Trustee hereby  acknowledge that the
     covenants of the Guarantor contained in this Guarantee and the security and
     other rights,  title and interests  constituted  by this  Guarantee and all
     other moneys,  property and assets paid to the Security Trustee pursuant to
     or in  connection  with this  Guarantee  are held by the  Security  Trustee
     subject to and on the terms of the trusts  declared in the  Security  Trust
     Deed.

8    Release of security

8.1  Release of guarantee

     If the Security Trustee is satisfied:

     (i)  that:

          (A)  no Default has occurred; and

          (B)  the  proposed  release is to permit a disposal of the  Guarantor,
               and  such  disposal  is  not  prohibited  by  the  terms  of  the
               Agreement; or

     (ii) that all the  Guaranteed  Liabilities  have been paid or discharged in
          full  and the  Facilities  provided  by the  Agreement  are no  longer
          available,

     then,  subject to clause 8.2, the Security Trustee shall at the request and
     cost of the Guarantor execute such deeds and do all such acts and things as
     may be necessary to release the Guarantor from its guarantee.

8.2  Retention of Deed

     If the  Guarantor  requests the Security  Trustee to release its  guarantee
     following any payment or discharge  made or security or guarantee  given in
     relation to the Guaranteed Liabilities by the Guarantor or any other person
     liable (a "Relevant Transaction"),  the Security Trustee shall be entitled,
     if it is satisfied  (acting  reasonably)  that the  Guarantor or such other
     person  (as  relevant)  is  (or  is  as  a  consequence  of  that  Relevant
     Transaction)  Insolvent,  to retain  this Deed and shall not be  obliged to
     release the Guarantor from its guarantee  until the expiry of the Retention
     Period (as  hereinafter  defined) in relation to that Relevant  Transaction
     (as  hereinafter  defined).  If at any  time  before  the  expiry  of  that
     Retention Period any event takes place in relation to the Guarantor or such
     other  person  which  corresponds  to any of the  events set out in clauses
     14.1(j) to 14.1(n) of the Agreement,  the Security  Trustee may continue to
     retain this Deed and shall not be obliged to release the guarantee for such
     further period as the Security Trustee may determine.

     (For the purpose of clause 8.2:

     "Retention  Period"  means,  in relation to any Relevant  Transaction,  the
     period which commences on the date when that Relevant  Transaction was made
     or given,  and which ends on the date falling one week after the expiration
     of the  maximum  period  within  which  that  Relevant  Transaction  can be
     avoided,  reduced or invalidated by virtue of any applicable law or for any
     other reason whatsoever) and;

     "Insolvent" means that the company (i) is deemed unable to pay its debts in
     accordance  with section  123(1)(e) or (2) of the  Insolvency  Act 1986 (as
     that  section may be amended by order under  section 416 of the  Insolvency
     Act 1986 or otherwise and so that in sub-section (1)(e) and sub-section (2)
     of  section  123 the words "it is proved to the  satisfaction  of the court
     that" shall be deemed to be deleted) or (ii)  becomes,  or admits to being,
     unable  generally  to pay its  debts as they  fall  due or (iii)  otherwise
     becomes  insolvent  or  stops  or  suspends  making  payments  (whether  of
     principal  or  interest)  with  respect to all or any class of its debts or
     announces an intention to do so or (iv) there  occurs,  in relation to that
     company in any country or  territory  in which it carries on business or to
     the  jurisdiction  of whose  courts any part of its assets is subject,  any
     event which, in the opinion of the Security  Trustee,  (acting  reasonably)
     has an effect equivalent to any of (i), (ii) or (iii) above.

9    Notices and other matters

9.1  Notice

     Every notice,  request,  demand or other communication under this Guarantee
     shall:

     (a)  be in writing  delivered  personally or by first-class  prepaid letter
          (airmail if available) or telefax;

     (b)  be deemed to have been received, subject as otherwise provided in this
          Guarantee,  in the case of a letter when delivered and, in the case of
          a  telefax,  when a  complete  and  legible  copy is  received  by the
          addressee  (unless the date of  despatch is not a business  day in the
          country of the  addressee or if the time of despatch of any telefax is
          after the close of business in the country of the  addressee  in which
          case it shall be  deemed  to have  been  received  at the  opening  of
          business on the next such business day); and

     (c)  be sent:

                  (i)      to the Guarantor at:
                           o
                           o
                           Telefax:         o
                           Attention:       o

                  (ii)     to the Security Trustee at:
                           HSBC Investment Bank plc
                           Vintners Place
                           68 Upper Thames Street
                           London EC4V 3BJ
                           Telefax:    020 7336 9176
                           Attention:  Syndicated Finance - Execution and Agency

                  or to such other  address or telefax  number as is notified by
                  the  Guarantor or the  Security  Trustee to the other party to
                  this Guarantee.

9.2  No implied waivers, remedies cumulative

     No  failure  or delay on the  part of the  Beneficiaries  or any of them to
     exercise any power, right or remedy under this Guarantee shall operate as a
     waiver  thereof,   nor  shall  any  single  or  partial   exercise  by  the
     Beneficiaries  or any of them of any power,  right or remedy  preclude  any
     other or further exercise thereof or the exercise of any other power, right
     or remedy.  The remedies  provided in this Guarantee are cumulative and are
     not exclusive of any remedies provided by law.

9.3  Expenses

     The Guarantor  agrees to reimburse  the Security  Trustee on demand for all
     legal and other  costs,  charges  and  expenses  on a full and  unqualified
     indemnity  basis which may be properly  incurred  by the  Beneficiaries  in
     relation to the enforcement of this Guarantee against the Guarantor.

9.4  Authority given to Parent

     The Guarantor hereby irrevocably  authorises the Parent to execute any duly
     executed Borrower Accession Agreement on its behalf.

10   Governing Law and Jurisdiction

10.1 Law

     This Guarantee shall be governed by English law.

10.2 [Submission to jurisdiction

     The parties to this  Guarantee  agree for the benefit of the  Beneficiaries
     that:

     (a)  if any party  has any claim  against  any other  arising  out of or in
          connection  with this Guarantee such claim shall (subject to clause c)
          be  referred  to  the  High  Court  of  Justice  in  England,  to  the
          jurisdiction of which each of the parties irrevocably submits;

     (b)  the jurisdiction of the High Court of Justice in England over any such
          claim against any Beneficiary  shall be an exclusive  jurisdiction and
          no courts outside England shall have jurisdiction to hear or determine
          any such claim; and

     (c)  nothing in this clause  10.2 shall limit the right of any  Beneficiary
          to refer any such claim  against the  Guarantor  to any other court of
          competent  jurisdiction  outside England, to the jurisdiction of which
          the  Guarantor  hereby  irrevocably  agrees to  submit,  nor shall the
          taking of proceedings by any  Beneficiary  before the courts in one or
          more  jurisdictions  preclude the taking of  proceedings  in any other
          jurisdiction whether concurrently or not.]

10.3 Agent for service of process

     The Guarantor  irrevocably and  unconditionally,  designates,  appoints and
     empowers the Parent to receive for it and on its behalf  service of process
     issued out of the High Court of Justice in England in relation to any claim
     arising out of or in connection with this Guarantee.]

IN WITNESS  whereof the parties to this  Guarantee have caused this Guarantee to
be duly executed on the date first above written.


THE GUARANTORS

EXECUTED and DELIVERED              )       Director
as a DEED by o                      )       Director/Secretary



THE SECURITY TRUSTEE

Signed for and on behalf of         )
HSBC INVESTMENT BANK PLC            )
By:                                 )

<PAGE>

                                   Schedule 12
                             Permitted Acquisitions



1    The D  Acquisition  provided  that prior to entering into the D Acquisition
     Agreement the Parent delivers to the Agent a certificate from an Authorised
     Officer of the Parent,  dated no earlier  than 2 Banking  Days prior to the
     entry  into of the D  Acquisition  Agreement  by any  member of the  Group,
     confirming  that the terms of the D  Acquisition  Agreement  will be in all
     material  respects  consistent with those set out in the M.O.U. and that to
     the best of the knowledge of the directors of the Parent, there has been no
     material  adverse  change in the  financial  position or prospects of the D
     Group from that set forth in the D Due Diligence.

2    The  acquisition of Waterloo  Corporation by the Parent,  or a wholly owned
     subsidiary of the Parent,  by means of a merger involving a share-for-share
     exchange  upon  substantially  the terms  described  in the  press  release
     announcing the  acquisition  (the "Press  Announcement")  provided that the
     Agent shall have received:

     (a)  a duly certified copy of the Press Announcement;

     (b)  evidence that the Parent, or its wholly owned subsidiary, has received
          stockholder  agreements from  shareholders  together  holding at least
          50.1% of the  outstanding  share  capital  of  Waterloo  to vote their
          shares in favour of the  adoption and  approval of the  Agreement  and
          Plan of Merger effecting such acquisition and;

     (c)  a  certificate  from an  Authorised  Officer of the Parent  confirming
          that, as of the date of the Press  Announcement and to the best of the
          knowledge of the  directors of the Parent,  there has been no material
          adverse change in the financial  position or prospects of the Waterloo
          Group from that set forth in the Waterloo Information Package.

3    The  acquisitions   listed  below  provided  that  the  total   acquisition
     consideration   payable  by  the  Group  in  respect  of  such  acquisition
     (including for these purposes any deferred  consideration)  does not exceed
     the maximum consideration for such acquisition contained in the acquisition
     agreement  as at the date of this  Agreement  relating  to the  acquisition
     concerned.

--------------------------------- ------------ -------------------------------
Company                           Country       Basis of acquisition payment
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Harrow/Expanded Media             Australia     Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Scholz & Friends Berlin           Germany       Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Not Just Film Holland             Holland       Put/call option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Bates Poland - start-up           Poland        Put/call option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Gestro Home                       New Zealand   Put option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Kontoret                          Norway        Put/call option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Idea Azione                       Germany       Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Criterion                         USA           Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Argentina                         Argentina     Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Grapple Group                     South Africa  Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Churchill                         USA           Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
New Comm. Comm                    Brazil        Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Rodergas                          Spain         Contractual  purchase of
                                                shares
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
PanGulf                           Dubai         Contractual  purchase of
                                                shares
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Cronet                            Sweden        Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
LdV                               Belgium       Put/call option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Blue Skies                        UK            Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Clarion                           India         Contractual  purchase  of
                                                shares
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Romania                           Romania       Put/call option
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Falk Communications, Inc.         US            Earnout
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
HFT Group         (80%)                         Earnout
                  (20%)                         Buyout of Minority
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
CPA Espana, S.L.                  Spain         Contractual  Purchase   of
                                                Shares
--------------------------------- ------------- ------------------------------
--------------------------------- ------------- ------------------------------
Colwood House Medical             UK            Contractual  Purchase   of
Publications (UK) Limited                                      Shares
--------------------------------- ------------- ------------------------------




<PAGE>


THE PARENT

SIGNED for and on behalf of)
CORDIANT COMMUNICATIONS    )       ARTHUR D'ANGELO
GROUP PLC                  )
by:                        )


THE ORIGINAL BORROWERS

SIGNED for and on behalf of)
CORDIANT COMMUNICATIONS    )       ARTHUR D'ANGELO
GROUP PLC                  )
by:                        )


SIGNED for and on behalf of)
BATES UK LIMITED           )       ARTHUR D'ANGELO
by:                        )


SIGNED for and on behalf of)
BATES US HOLDINGS INC.     )       ARTHUR D'ANGELO
by:                        )


SIGNED for and on behalf of)
BATES DEUTSCHLAND          )       ARTHUR D'ANGELO
HOLDINGS GMBH              )
by:                        )


THE ARRANGERS

SIGNED for and on behalf of)
THE BANK OF NEW YORK       )       PAUL D. RIVERS
by:                        )


SIGNED for and on behalf of)
HSBC INVESTMENT BANK PLC   )       MARK NICKELL
by:                        )


THE BANKS

SIGNED for and on behalf of)
THE BANK OF NEW YORK       )       PAUL D. RIVERS
by:                        )


SIGNED for and on behalf of)
HSBC BANK PLC              )       GARY LEE
by:                        )


THE AGENT AND SECURITY TRUSTEE

SIGNED for and on behalf of)
HSBC INVESTMENT BANK PLC   )       DAVID STENT
by:                        )


THE SWINGLINE BANK

SIGNED for and on behalf of)
THE BANK OF NEW YORK       )       PAUL D. RIVERS
by:                        )


THE OVERDRAFT BANK

SIGNED for and on behalf of)
HSBC BANK PLC              )       GARY LEE
by:                        )