Exhibit 10.1

                                                                  Execution Copy

                               U.S. $1,200,000,000

                            364-DAY CREDIT AGREEMENT

                          Dated as of November 13, 2003

                                      Among

                              OMNICOM FINANCE INC.
                              OMNICOM CAPITAL INC.
                                       and
                               OMNICOM FINANCE PLC
                                  as Borrowers

                               OMNICOM GROUP INC.
                                  as Guarantor

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                          CITIGROUP GLOBAL MARKETS INC.

                        as Lead Arranger and Book Manager

                                       and

                               JPMORGAN CHASE BANK
                                  HSBC BANK USA
                                       and
                       WACHOVIA BANK, NATIONAL ASSOCIATION

                            as Co-Syndication Agents

                                       and

                                 CITIBANK, N.A.

                                    as Agent

<PAGE>

                                TABLE OF CONTENTS
ARTICLE I

   SECTION 1.01.  Certain Defined Terms                                        1

   SECTION 1.02.  Computation of Time Periods                                 10

   SECTION 1.03.  Accounting Terms                                            10

ARTICLE II

   SECTION 2.01.  The Advances                                                10

   SECTION 2.02.  Making the Advances                                         10

   SECTION 2.03.  Fees                                                        11

   SECTION 2.04.  Termination or Reduction of the Commitments                 11

   SECTION 2.05.  Repayment of Advances                                       12

   SECTION 2.06.  Interest on Advances                                        12

   SECTION 2.07.  Interest Rate Determination                                 12

   SECTION 2.08.  Optional Conversion of Advances                             13

   SECTION 2.09.  Prepayments of Advances                                     13

   SECTION 2.10.  Increased Costs                                             14

   SECTION 2.11.  Illegality                                                  14

   SECTION 2.12.  Payments and Computations                                   15

   SECTION 2.13.  Taxes                                                       15

   SECTION 2.14.  Sharing of Payments, Etc.                                   18

   SECTION 2.15.  Evidence of Debt                                            18

   SECTION 2.16.  Use of Proceeds                                             18

   SECTION 2.17.  Increase in the Aggregate Commitments                       18

   SECTION 2.18.  Extension of Termination Date                               19


<PAGE>

ARTICLE III

   SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01       21

   SECTION 3.02.  Conditions Precedent to Each Borrowing,
                    Commitment Increase and Extension Date.                   22

   SECTION 3.03.  Determinations Under Section 3.01                           23

ARTICLE IV

   SECTION 4.01.  Representations and Warranties of the Guarantor             23

ARTICLE V

   SECTION 5.01.  Affirmative Covenants                                       24

   SECTION 5.02.  Negative Covenants                                          26

   SECTION 5.03.  Financial Covenants                                         28

ARTICLE VI

   SECTION 6.01.  Events of Default                                           28

ARTICLE VII

   SECTION 7.01.  Guaranty                                                    30

   SECTION 7.02.  Guaranty Absolute                                           30

   SECTION 7.03.  Waivers and Acknowledgements                                31

   SECTION 7.04.  Subrogation                                                 32

   SECTION 7.05.  Subordination                                               32

   SECTION 7.06.  Continuing Guaranty; Assignments                            33

ARTICLE VIII

   SECTION 8.01.  Authorization and Action                                    33

   SECTION 8.02.  Agent's Reliance, Etc.                                      33

   SECTION 8.03.  Citibank and Affiliates                                     34

   SECTION 8.04.  Lender Credit Decision                                      34


<PAGE>

   SECTION 8.05.  Indemnification                                             34

   SECTION 8.06.  Successor Agent                                             34

   SECTION 8.07.  Other Agents.                                               35

ARTICLE IX

   SECTION 9.01.  Amendments, Etc.                                            35

   SECTION 9.02.  Notices, Etc.                                               35

   SECTION 9.03.  No Waiver; Remedies                                         36

   SECTION 9.04.  Costs and Expenses                                          36

   SECTION 9.05.  Right of Set-off                                            37

   SECTION 9.06.  Binding Effect                                              37

   SECTION 9.07.  Assignments and Participations                              37

   SECTION 9.08.  Confidentiality                                             39

   SECTION 9.09.  Governing Law                                               39

   SECTION 9.10.  Execution in Counterparts                                   39

   SECTION 9.11.  Jurisdiction, Etc.                                          39

   SECTION 9.12.  Waiver of Jury Trial                                        41


<PAGE>

Schedules

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

Schedule 5.02(a) - Existing Liens

Schedule 5.02(d) - Existing Debt

Exhibits

Exhibit A        -   Form of Note

Exhibit B        -   Form of Notice of Borrowing

Exhibit C        -   Form of Assignment and Acceptance

Exhibit D-1      -   Form of Opinion of New York Counsel for the Loan Parties

Exhibit D-2      -   Form of Opinion of English Counsel for OFP
<PAGE>

                            364-DAY CREDIT AGREEMENT

                          Dated as of November 13, 2003

      OMNICOM  FINANCE INC., a Delaware  corporation  ("OFI"),  OMNICOM  CAPITAL
INC., a Connecticut  corporation ("OCI"), and OMNICOM FINANCE PLC, a corporation
organized under the laws of England and Wales ("OFP";  OFI, OCI and OFP are each
a "Borrower" and collectively, the "Borrowers"),  OMNICOM GROUP INC., a New York
corporation  (the  "Guarantor"),  the banks,  financial  institutions  and other
institutional  lenders (the "Initial  Lenders")  listed on the  signature  pages
hereof,  CITIGROUP  GLOBAL  MARKETS  INC.,  as lead  arranger and book  manager,
JPMORGAN CHASE BANK, HSBC BANK USA and WACHOVIA BANK, NATIONAL  ASSOCIATION,  as
co-syndication agents, and CITIBANK,  N.A. ("Citibank"),  as agent (the "Agent")
for the Lenders (as hereinafter defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

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

            "Affiliate" means, as to any Person, any other Person (other than an
      individual) that, directly or indirectly, controls, is controlled by or is
      under  common  control with such Person;  provided  that,  for purposes of
      Section 5.01(h),  an Affiliate of a Borrower shall include any Person that
      (x) is a director  or officer  of such  Person or (y) has the  possession,
      direct or indirect, of the power to vote 5% or more of the Voting Stock of
      such Person.  A Person shall be deemed to control  another  Person if such
      Person possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of such Person,  whether  through
      the ownership of Voting Stock, by contract or otherwise.

            "Agent's  Account" means the account of the Agent  maintained by the
      Agent at Citibank at its office at 388  Greenwich  Street,  New York,  New
      York 10013, Account No. 36852248, Attention: Bank Loan Syndications.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's  Domestic  Lending  Office in the case of a Base Rate Advance and
      such Lender's  Eurodollar  Lending Office in the case of a Eurodollar Rate
      Advance.

            "Applicable  Margin" means (a) for Base Rate Advances,  0% per annum
      and (b) for  Eurodollar  Rate  Advances,  as of any date, a percentage per
      annum  determined by reference to the Public Debt Rating in effect on such
      date as set forth below:

--------------------------------------------------------------------------------
Public Debt Rating         Applicable Margin for         Applicable Margin for
    S&P/Moody's           Eurodollar Rate Advances     Eurodollar Rate Advances
                           Prior to the Term Loan     On and After the Term Loan
                              Conversion Date               Conversion Date
--------------------------------------------------------------------------------
Level 1
A+ or A1 or above                  0.165%                       0.625%
--------------------------------------------------------------------------------
Level 2
A or A2                            0.275%                       0.750%
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
Public Debt Rating         Applicable Margin for         Applicable Margin for
    S&P/Moody's           Eurodollar Rate Advances     Eurodollar Rate Advances
                           Prior to the Term Loan     On and After the Term Loan
                              Conversion Date               Conversion Date
--------------------------------------------------------------------------------
Level 3
A- or A3                           0.390%                       0.875%
--------------------------------------------------------------------------------
Level 4
BBB+ or Baa1                       0.500%                       1.000%
--------------------------------------------------------------------------------
Level 5
BBB or Baa2                        0.725%                       1.250%
--------------------------------------------------------------------------------
Level 6
Lower than Level 5                 0.800%                       1.500%
--------------------------------------------------------------------------------

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

      --------------------------------------------------------------------
            Public Debt Rating                        Applicable
                S&P/Moody's                           Percentage
      --------------------------------------------------------------------
      Level 1
      A+ or A1 or above                                 0.085%
      --------------------------------------------------------------------
      Level 2
      A or A2                                           0.100%
      --------------------------------------------------------------------
      Level 3
      A- or A3                                          0.110%
      --------------------------------------------------------------------
      Level 4
      BBB+ or Baa1                                      0.125%
      --------------------------------------------------------------------
      Level 5
      BBB or Baa2                                       0.150%
      --------------------------------------------------------------------
      Level 6
      Lower than Level 5                                0.200%
      --------------------------------------------------------------------

            "Applicable Utilization Fee" means, as of any date prior to the Term
      Loan  Conversion  Date  that  the  aggregate  Advances  exceed  50% of the
      aggregate  Commitments,  a percentage per annum determined by reference to
      the Public Debt Rating in effect on such date as set forth below:

      --------------------------------------------------------------------
            Public Debt Rating                        Applicable
                S&P/Moody's                        Utilization Fee
      --------------------------------------------------------------------
      Level 1
      A+ or A1 or above                                 0.125%
      --------------------------------------------------------------------
      Level 2
      A or A2                                           0.125%
      --------------------------------------------------------------------
      Level 3
      A- or A3                                          0.125%
      --------------------------------------------------------------------
      Level 4
      BBB+ or Baa1                                      0.125%
      --------------------------------------------------------------------
      Level 5
      BBB or Baa2                                       0.125%
      --------------------------------------------------------------------
      Level 6
      Lower than Level 5                                0.250%
      --------------------------------------------------------------------


                                       2
<PAGE>

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

            "Assuming Lender" has the meaning specified in Section 2.17(d).

            "Assumption   Agreement"  has  the  meaning   specified  in  Section
      2.17(d)(ii).

            "Bankruptcy  Law" means Title 11, U.S. Code, or any similar foreign,
      federal or state law for the relief of debtors.

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

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

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

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

            "Base Rate Advance" means an Advance that bears interest as provided
      in Section 2.06(a)(i).

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

            "Business  Day"  means a day of the  year  on  which  banks  are not
      required  or  authorized  by law to  close in New York  City  and,  if the
      applicable Business Day relates to any Eurodollar Rate Advances,  on which
      dealings are carried on in the London interbank market.

            "Commitment"  means  as to any  Lender  (a)  the  amount  set  forth
      opposite such Lender's  name on the  signature  pages hereof,  (b) if such
      Lender has become a Lender hereunder pursuant to an Assumption  Agreement,
      the amount set forth in such  Assumption  Agreement  or (c) if such Lender
      has entered into any Assignment and  Acceptance,  the amount set forth for
      such Lender in the Register  maintained  by the Agent  pursuant to Section
      9.07(d),  as such  amount  may be  reduced  pursuant  to  Section  2.04 or
      increased pursuant to Section 2.17.


                                       3
<PAGE>

            "Commitment Date" has the meaning specified in Section 2.17(b).

            "Commitment Increase" has the meaning specified in Section 2.17(a).

            "Confidential  Information"  means  information  that a  Loan  Party
      furnishes  to  the  Agent  or  any  Lender  in  a  writing  designated  as
      confidential, but does not include any such information that is or becomes
      generally  available to the public or that is or becomes  available to the
      Agent or such Lender from a source other than a Loan Party.

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

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

            "Convert",  "Conversion" and "Converted" each refers to a conversion
      of  Advances  of one Type into  Advances  of the other  Type  pursuant  to
      Section 2.07 or 2.08.

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

            "Debt for  Borrowed  Money" of any Person  means all items that,  in
      accordance   with  GAAP,   would  be  classified  as   indebtedness  on  a
      Consolidated balance sheet of such Person.

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

            "Disclosed Litigation" has the meaning specified in Section 3.01(b).

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


                                       4
<PAGE>

            "EBITDA"  means,  for any period,  net income (or net loss) plus the
      sum of (a) net interest expense,  (b) income tax expense, (c) depreciation
      expense  and  (d)  amortization   expense,  in  each  case  determined  in
      accordance with GAAP for such period.

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

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

            "Environmental  Action"  means  any  action,  suit,  demand,  demand
      letter, claim, notice of non-compliance or violation,  notice of liability
      or  potential  liability,  investigation,  proceeding,  consent  order  or
      consent  agreement   relating  in  any  way  to  any  Environmental   Law,
      Environmental Permit or hazardous materials or arising from alleged injury
      or  threat  of injury to  health,  safety or the  environment,  including,
      without  limitation,  (a) by any governmental or regulatory  authority for
      enforcement,  cleanup,  removal,  response,  remedial or other  actions or
      damages and (b) by any  governmental or regulatory  authority or any third
      party  for  damages,   contribution,   indemnification,   cost   recovery,
      compensation or injunctive relief.

            "Environmental  Law"  means any  federal,  state,  local or  foreign
      statute, law, ordinance,  rule, regulation,  code, order, judgment, decree
      or  judicial  or agency  interpretation,  policy or  guidance  relating to
      pollution or  protection  of the  environment,  health,  safety or natural
      resources,  including,  without  limitation,  those  relating  to the use,
      handling,   transportation,   treatment,  storage,  disposal,  release  or
      discharge of hazardous materials.

            "Environmental  Permit" means any permit,  approval,  identification
      number,  license or other  authorization  required under any Environmental
      Law.

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

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

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


                                       5
<PAGE>

      occurrence  of any event or  condition  described in Section 4042 of ERISA
      that  constitutes  grounds for the termination of, or the appointment of a
      trustee to administer, a Plan.

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

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

            "Eurodollar Rate" means, for any Interest Period for each Eurodollar
      Rate Advance  comprising part of the same Borrowing,  an interest rate per
      annum equal to the rate per annum  obtained  by dividing  (a) the rate per
      annum  (rounded  upward to the  nearest  whole  multiple of 1/16 of 1% per
      annum)  appearing on Telerate Markets Page 3750 (or any successor page) as
      the  London  interbank  offered  rate  for  deposits  in U.S.  dollars  at
      approximately  11:00 A.M.  (London  time) two  Business  Days prior to the
      first day of such Interest  Period for a term  comparable to such Interest
      Period or, if for any reason such rate is not  available  (but  subject to
      the  provisions  of Section  2.07),  the  average  (rounded  upward to the
      nearest  whole  multiple of 1/16 of 1% per annum,  if such  average is not
      such a multiple) of the rate per annum at which  deposits in U.S.  dollars
      are  offered by the  principal  office of each of the  Reference  Banks in
      London,  England to prime  banks in the London  interbank  market at 11:00
      A.M. (London time) two Business Days before the first day of such Interest
      Period  in  an  amount   substantially  equal  to  such  Reference  Bank's
      Eurodollar   Rate  Advance   comprising  part  of  such  Borrowing  to  be
      outstanding  during such  Interest  Period and for a period  equal to such
      Interest  Period by (b) a  percentage  equal to 100% minus the  Eurodollar
      Rate Reserve Percentage for such Interest Period.

            "Eurodollar  Rate Advance"  means an Advance that bears  interest as
      provided in Section 2.06(a)(ii).

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

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

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

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

            "GAAP" has the meaning specified in Section 1.03.


                                       6
<PAGE>

            "Guaranteed Obligations" has the meaning specified in Section 7.01.

            "Guaranty" means the provisions of Article VII.

            "Hedge   Agreements"   means  interest  rate  swap,  cap  or  collar
      agreements,  interest  rate  future or  option  contracts,  currency  swap
      agreements,   currency  future  or  option  contracts  and  other  similar
      agreements. "Increase Date" has the meaning specified in Section 2.17(a).

            "Increasing Lender" has the meaning specified in Section 2.17(b).

            "Information  Memorandum"  means the  information  memorandum  dated
      October 3, 2003 used by the Agent in connection  with the  syndication  of
      the Commitments.

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

                  (a) the Borrowers may not select any Interest Period that ends
            after the  Termination  Date or, if the Advances have been converted
            to a term loan  pursuant  to Section  2.05 prior to such  selection,
            that ends after the Maturity Date;

                  (b)  Interest   Periods   commencing  on  the  same  date  for
            Eurodollar Rate Advances comprising part of the same Borrowing shall
            be of the same duration;

                  (c) in the case of any such Borrowing, the Borrowers shall not
            be  entitled to select an Interest  Period  having  duration of nine
            months  unless,  by 2:00  P.M.  (New  York  City  time) on the third
            Business Day prior to the first day of such  Interest  Period,  each
            Lender notifies the Agent that such Lender will be providing funding
            for such  Borrowing  with such  Interest  Period (the failure of any
            Lender to so respond by such time being  deemed for all  purposes of
            this  Agreement  as an  objection  by such  Lender to the  requested
            duration of such Interest  Period);  provided that, if any or all of
            the  Lenders  object  to the  requested  duration  of such  Interest
            Period, the duration of the Interest Period for such Borrowing shall
            be one,  two,  three or six months,  as  specified  by the  Borrower
            requesting  such Borrowing in the applicable  Notice of Borrowing as
            the desired alternative to an Interest Period of nine months;

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

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


                                       7
<PAGE>

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

            "Lenders" means the Initial Lenders, each Assuming Lender that shall
      become a party  hereto  pursuant  to Section  2.17 or 2.18 and each Person
      that shall become a party hereto pursuant to Section 9.07.

            "Lien"  means  any  lien,  security  interest  or  other  charge  or
      encumbrance  of any kind,  or any other type of  preferential  arrangement
      intended  to  provide  security  for  the  payment  or  performance  of an
      obligation,  including,  without limitation, the lien or retained security
      title of a  conditional  vendor  and any  easement,  right of way or other
      encumbrance on title to real property.

            "Loan Party" means each Borrower and the Guarantor.

            "Material  Adverse Change" means any material  adverse change in the
      business, condition (financial or otherwise),  operations,  performance or
      properties of the Guarantor or the Guarantor and its Subsidiaries taken as
      a whole.

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

            "Maturity  Date" means the earlier of (a) the first  anniversary  of
      the  Termination  Date  and (b) the  date of  termination  in whole of the
      aggregate Commitments pursuant to Section 2.04 or 6.01.

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

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

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

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

            "Note" means a promissory note of a Borrower payable to the order of
      any Lender,  delivered  pursuant to a request  made under  Section 2.15 in
      substantially  the form of  Exhibit A  hereto,  evidencing  the  aggregate
      indebtedness  of such Borrower to such Lender  resulting from the Advances
      made by such Lender to such Borrower.

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

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

            "Permitted  Liens"  means  such  of the  following  as to  which  no
      enforcement,  collection,  execution, levy or foreclosure proceeding shall
      have been commenced:  (a) Liens for taxes,  assessments  and  governmental
      charges  or levies to the  extent not  required  to be paid under  Section
      5.01(b)  hereof;   (b)  Liens  imposed  by  law,  such  as  materialmen's,
      mechanics',  carriers',  workmen's and repairmen's Liens and other similar
      Liens arising in the ordinary course of business securing obligations that
      are not  overdue  for a  period  of more  than 30 days or that  are  being
      contested in good faith and by  appropriate  proceedings  that


                                       8
<PAGE>

      prevent the  forfeiture  or sale of the assets  subject to such Lien;  (c)
      pledges or deposits to secure obligations under workers' compensation laws
      or similar legislation or to secure public or statutory obligations or, in
      any such case, to secure reimbursement obligations under letters of credit
      or bonds issued to support such obligations;  and (d) easements, rights of
      way and other  encumbrances  on title to real  property that do not render
      title  to the  property  encumbered  thereby  unmarketable  or  materially
      adversely affect the use of such property for its present purposes.

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

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

            "Post-Petition Interest" has the meaning specified in Section 7.05.

            "PTR Scheme"  shall mean the  Provisional  Treaty  Relief  Scheme as
      described in Inland Revenue Guidelines dated July 1999 and administered by
      the Inland Revenue's Centre for Non-Residents.

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

            "Reference Banks" means Citibank, ABN AMRO Bank N.V., JPMorgan Chase
      Bank and Wachovia Bank, National Association.

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

            "Required  Lenders"  means  at any  time  Lenders  owed  at  least a
      majority in interest of the then aggregate  unpaid principal amount of the
      Advances  owing  to  Lenders,  or,  if no such  principal  amount  is then
      outstanding,  Lenders  having  at  least a  majority  in  interest  of the
      Commitments.

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

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

            "Subordinated  Obligations"  has the  meaning  specified  in Section
      7.05.


                                       9
<PAGE>

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      more  than 50% of (a) the  issued  and  outstanding  Voting  Stock of such
      Person,  (b) the  interest  in the  capital  or  profits  of such  limited
      liability  company,  partnership  or joint  venture or (c) the  beneficial
      interest  in such trust or estate is at the time  directly  or  indirectly
      owned or controlled by such Person,  by such Person and one or more of its
      other Subsidiaries or by one or more of such Person's other Subsidiaries.

            "Term Loan Conversion  Date" means the Termination Date on which all
      Advances  outstanding on such date are converted into a term loan pursuant
      to Section 2.05.

            "Term Loan Election" has the meaning specified in Section 2.05.

            "Termination  Date"  means the  earlier of (a)  November  12,  2004,
      subject to the extension thereof pursuant to Section 2.18 and (b) the date
      of  termination  in whole of the  Commitments  pursuant to Section 2.04 or
      6.01; provided, however, that the Termination Date of any Lender that is a
      Non-Consenting  Lender to any requested extension pursuant to Section 2.18
      shall  be  the  Termination  Date  in  effect  immediately  prior  to  the
      applicable Extension Date for all purposes of this Agreement.

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

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

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

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01. The Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Advances to the Borrowers from time to
time on any  Business  Day during the period from the  Effective  Date until the
Termination  Date in an aggregate  amount not to exceed at any time  outstanding
such Lender's  Commitment.  Each  Borrowing  shall be in an aggregate  amount of
$10,000,000  or an integral  multiple of $1,000,000 in excess  thereof and shall
consist of Advances of the same Type made on the same day by the Lenders ratably
according to their  respective  Commitments.  Within the limits of each Lender's
Commitment, the Borrowers may borrow under this Section 2.01, prepay pursuant to
Section 2.09 and reborrow under this Section 2.01.

      SECTION 2.02.  Making the Advances.  (a) Each  Borrowing  shall be made on
notice,  given not later than (x) 11:00  A.M.  (New York City time) on the third
Business  Day  prior  to the  date of the  proposed  Borrowing  in the case of a
Borrowing  consisting  of  Eurodollar  Rate Advances or (y) 11:00 A.M. (New York
City  time) on the date of the  proposed  Borrowing  in the case of a  Borrowing
consisting of Base Rate Advances, by the applicable Borrower to the Agent, which
shall give to each Lender  prompt notice  thereof by  telecopier or telex.  Each
such  notice of a Borrowing  (a "Notice of  Borrowing")  shall be by  telephone,
confirmed  immediately in writing,  or telecopier or telex in substantially  the
form of Exhibit B hereto,  specifying  therein  the  requested  (i) date of such
Borrowing,  (ii) Type of Advances  comprising  such  Borrowing,  (iii) aggregate
amount of such  Borrowing,  and (iv) in the case of a  Borrowing  consisting  of
Eurodollar Rate Advances,  initial  Interest Period for each such Advance.  Each
Lender  shall,  before  1:00  P.M.  (New  York  City  time)  on the date of such
Borrowing make available for the account of its Applicable Lending Office to the
Agent at the Agent's Account,  in same day funds,  such


                                       10
<PAGE>

Lender's  ratable portion of such  Borrowing.  After the Agent's receipt of such
funds and upon  fulfillment  of the  applicable  conditions set forth in Article
III,  the Agent will make such funds  available  to the  Borrower at the Agent's
address referred to in Section 9.02.

      (b) Anything in subsection (a) above to the contrary notwithstanding,  (i)
the Borrowers may not select  Eurodollar  Rate Advances for any Borrowing if the
aggregate amount of such Borrowing is less than $10,000,000 or if the obligation
of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant
to  Section  2.07 or 2.11 and  (ii)  the  Eurodollar  Rate  Advances  may not be
outstanding as part of more than six separate Borrowings.

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

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

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

      SECTION 2.03.  Fees.  (a) Facility Fee. The Borrowers  agree to pay to the
Agent for the account of each Lender a facility fee on the  aggregate  amount of
such Lender's  Commitment  from the  Effective  Date in the case of each Initial
Lender and from the effective date  specified in the Assumption  Agreement or in
the Assignment  and Acceptance  pursuant to which it became a Lender in the case
of each other Lender until the Termination Date at a rate per annum equal to the
Applicable  Percentage in effect from time to time, payable in arrears quarterly
on the last day of each March, June, September and December, commencing December
31, 2003, and on the Termination Date.

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

      SECTION 2.04.  Termination or Reduction of the Commitments.  (a) Optional.
The Borrowers shall have the right,  upon at least five Business Days' notice to
the Agent,  to  terminate  in whole or  permanently  reduce  ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof.

      (b)  Mandatory.  On the  Termination  Date, if the Borrowers have made the
Term Loan Election in accordance  with Section 2.05 prior to such date, and from
time to time thereafter upon each prepayment of the Advances, the Commitments of
the Lenders shall be automatically  and permanently  reduced on a pro rata


                                       11
<PAGE>

basis by an amount  equal to the amount by which (i) the  aggregate  Commitments
immediately  prior to such reduction exceeds (ii) the aggregate unpaid principal
amount of all Advances outstanding at such time.

      SECTION 2.05.  Repayment of Advances.  The Borrowers shall, subject to the
next  succeeding  sentence,  repay to the Agent for the  ratable  account of the
Lenders on the Termination  Date the aggregate  principal amount of the Advances
then  outstanding.  The Borrowers may, upon not less than 15 days' notice to the
Agent,  elect  (the  "Term  Loan  Election")  to  convert  all of  the  Advances
outstanding  on the  Termination  Date in  effect  at such time into a term loan
which the  Borrowers  shall repay in full ratably to the Lenders on the Maturity
Date; provided that the Term Loan Election may not be exercised if a Default has
occurred and is continuing on the date of notice of the Term Loan Election or on
the date on  which  the Term  Loan  Election  is to be  effected.  All  Advances
converted  into a term loan  pursuant  to this  Section  2.05 shall  continue to
constitute  Advances  except that the  Borrowers  may not  reborrow  pursuant to
Section  2.01  after all or any  portion  of such  Advances  have  been  prepaid
pursuant to Section 2.09.

      SECTION 2.06. Interest on Advances.  (a) Scheduled Interest. The Borrowers
shall pay interest on the unpaid  principal amount of each Advance owing to each
Lender from the date of such Advance until such  principal  amount shall be paid
in full, at the following rates per annum:

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

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

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

      SECTION 2.07. Interest Rate Determination.  (a) Each Reference Bank agrees
to furnish to the Agent timely  information for the purpose of determining  each
Eurodollar  Rate.  If any one or more of the  Reference  Banks shall not furnish
such timely  information  to the Agent for the purpose of  determining  any such
interest  rate,  the Agent shall  determine  such  interest rate on the basis of
timely information  furnished by the remaining  Reference Banks. The Agent shall
give prompt notice to the applicable  Borrower and the Lenders of the applicable
interest  rate  determined  by the Agent for purposes of Section  2.06(a)(i)  or
(ii), and the rate, if any,  furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.06(a)(ii).

      (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders
notify  the Agent  that the  Eurodollar  Rate for any  Interest  Period for such
Advances  will not  adequately  reflect  the cost to such  Required  Lenders  of
making,  funding or maintaining  their  respective  Eurodollar Rate Advances for
such  Interest


                                       12
<PAGE>

Period,  the Agent shall  forthwith  so notify the  applicable  Borrower and the
Lenders,  whereupon (i) each Eurodollar Rate Advance will automatically,  on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance,  and (ii) the obligation of the Lenders to make, or to Convert Advances
into,  Eurodollar  Rate Advances shall be suspended until the Agent shall notify
the Borrowers and the Lenders that the circumstances  causing such suspension no
longer exist.

      (c) If any  Borrower  shall fail to select the  duration  of any  Interest
Period for any  Eurodollar  Rate  Advances  in  accordance  with the  provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith  so notify  such  Borrower  and the  Lenders  and such  Advances  will
automatically,  on the last day of the then existing  Interest Period  therefor,
Convert into Base Rate Advances.

      (d) On the  date  on  which  the  aggregate  unpaid  principal  amount  of
Eurodollar Rate Advances  comprising any Borrowing shall be reduced,  by payment
or prepayment  or  otherwise,  to less than  $10,000,000,  such  Advances  shall
automatically Convert into Base Rate Advances.

      (e) Upon the occurrence and during the continuance of any Event of Default
under Section 6.01(a),  (i) each Eurodollar Rate Advance will automatically,  on
the last day of the then existing Interest Period therefor,  Convert into a Base
Rate  Advance  and (ii) the  obligation  of the  Lenders to make,  or to Convert
Advances into, Eurodollar Rate Advances shall be suspended.

      (f) If  Telerate  Markets  Page 3750 is  unavailable  and  fewer  than two
Reference  Banks furnish  timely  information to the Agent for  determining  the
Eurodollar Rate for any Eurodollar Rate Advances,

            (i) the Agent shall  forthwith  notify the Borrowers and the Lenders
      that the  interest  rate cannot be  determined  for such  Eurodollar  Rate
      Advances,

            (ii) with respect to  Eurodollar  Rate  Advances,  each such Advance
      will  automatically,  on the last day of the then existing Interest Period
      therefor,  Convert  into a Base Rate Advance (or if such Advance is then a
      Base Rate Advance, will continue as a Base Rate Advance), and

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

      SECTION 2.08.  Optional  Conversion of Advances.  Each Borrower may on any
Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York
City  time)  on the  third  Business  Day  prior  to the  date  of the  proposed
Conversion and subject to the provisions of Sections 2.07 and 2.11,  Convert all
Advances of one Type  comprising  the same  Borrowing into Advances of the other
Type;  provided,  however,  that any Conversion of Eurodollar Rate Advances into
Base Rate Advances shall be made only on the last day of an Interest  Period for
such  Eurodollar  Rate  Advances,  any  Conversion  of Base Rate  Advances  into
Eurodollar  Rate Advances shall be in an amount not less than the minimum amount
specified in Section  2.02(b) and no Conversion of any Advances  shall result in
more separate Borrowings than permitted under Section 2.02(b).  Each such notice
of a Conversion shall, within the restrictions  specified above, specify (i) the
date of such  Conversion,  (ii) the Advances to be Converted,  and (iii) if such
Conversion  is into  Eurodollar  Rate  Advances,  the  duration  of the  initial
Interest  Period  for each such  Advance.  Each  notice of  Conversion  shall be
irrevocable and binding on the applicable Borrower.

      SECTION 2.09.  Prepayments of Advances.  Each Borrower may, upon notice at
least two Business  Days' prior to the date of such  prepayment,  in the case of
Eurodollar Rate Advances,  and not later than 11:00 A.M. (New York City time) on
the date of such  prepayment,  in the case of Base Rate  Advances,  to the Agent
stating the proposed date and aggregate principal amount of the prepayment,  and
if such  notice is given the  Borrower  giving  such  notice  shall,  prepay the
outstanding  principal  amount  of the  Advances  comprising  part  of the  same
Borrowing in whole or ratably in part,  together  with  accrued  interest to the
date of such prepayment on the principal amount prepaid; provided, however, that
(x)  each  partial  prepayment  shall be in an  aggregate  principal  amount  of
$10,000,000  or an integral  multiple of $1,000,000 in excess thereof and (y) in
the event of any such


                                       13
<PAGE>

prepayment  of a Eurodollar  Rate Advance,  such Borrower  shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section 9.04(c).

      SECTION 2.10.  Increased Costs. (a) If, due to either (i) the introduction
of or any change in or in the  interpretation of any law or regulation after the
date hereof,  or (ii) the compliance  with any guideline or request issued after
the date hereof from any central bank or other governmental authority including,
without  limitation,  any agency of the  European  Union or similar  monetary or
multinational authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining  Eurodollar  Rate Advances  (excluding  for purposes of this Section
2.10 any such  increased  costs  resulting  from (i) Taxes or Other Taxes (as to
which  Section  2.13 shall  govern) and (ii) changes in the basis of taxation of
overall  net  income or  overall  gross  income by the  United  States or by the
foreign  jurisdiction  or state under the laws of which such Lender is organized
or has its Applicable Lending Office or any political subdivision thereof), then
the Borrowers  shall from time to time,  upon demand by such Lender (with a copy
of such  demand to the  Agent),  pay to the Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost;
provided, however, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different  Applicable  Lending Office if the making
of such a  designation  would  avoid the need for, or reduce the amount of, such
increased  cost and would not, in the  reasonable  judgment of such  Lender,  be
otherwise disadvantageous to such Lender. A certificate as to the amount of such
increased cost,  submitted to the Borrowers and the Agent by such Lender,  shall
be conclusive and binding for all purposes, absent manifest error.

      (b) If any Lender determines that compliance with any law or regulation or
any guideline or request  taking effect or issued after the date hereof from any
central bank or other governmental authority (whether or not having the force of
law)  affects or would  affect the amount of capital  required or expected to be
maintained by such Lender or any  corporation  controlling  such Lender and that
the amount of such capital is  increased by or based upon the  existence of such
Lender's  commitment to lend hereunder and other commitments of this type, then,
upon  demand  by such  Lender  (with a copy of such  demand to the  Agent),  the
Borrowers  shall pay to the Agent for the account of such  Lender,  from time to
time as specified by such Lender,  additional  amounts  sufficient to compensate
such  Lender  or such  corporation  in the light of such  circumstances,  to the
extent that such Lender  reasonably  determines  such  increase in capital to be
allocable to the existence of such  Lender's  commitment  to lend  hereunder.  A
certificate as to such amounts  submitted to the Borrowers and the Agent by such
Lender shall be conclusive and binding for all purposes, absent manifest error.

      (c)  Failure  or delay on the part of any  Lender to  demand  compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such  compensation;  provided that the Borrowers shall not be required to
compensate  a  Lender  pursuant  to this  Section  for any  increased  costs  or
reductions  incurred  more than six  months  prior to the date that such  Lender
notifies the Borrowers of the circumstances  giving rise to such increased costs
or reductions  and of such Lender's  intention to claim  compensation  therefor;
provided further that, if the circumstances  giving rise to such increased costs
or reductions  cause such increased costs or reductions to be retroactive,  then
the six-month  period  referred to above shall be extended to include the period
of retroactive effect thereof.

      SECTION  2.11.  Illegality.  Notwithstanding  any other  provision of this
Agreement,  if any Lender shall notify the Agent that the introduction of or any
change in or in the  interpretation  of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any  Lender or its  Eurodollar  Lending  Office to perform  its  obligations
hereunder to make  Eurodollar  Rate  Advances or to fund or maintain  Eurodollar
Rate Advances  hereunder,  (a) each Eurodollar Rate Advance will  automatically,
upon such demand, Convert into a Base Rate Advance and (b) the obligation of the
Lenders to make Eurodollar Rate Advances or to Convert  Advances into Eurodollar
Rate Advances shall be suspended  until the Agent shall notify the Borrowers and
the Lenders that the  circumstances  causing such  suspension  no longer  exist;
provided, however, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different  Eurodollar  Lending Office if the making
of such a designation  would allow such Lender or its Eurodollar  Lending Office
to continue to perform its  obligations to make  Eurodollar  Rate Advances or to
continue  to fund or maintain  Eurodollar  Rate  Advances  and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.


                                       14
<PAGE>

      SECTION 2.12. Payments and Computations. (a) The Borrowers shall make each
payment  hereunder,  irrespective of any right of  counterclaim or set-off,  not
later than 11:00 A.M.  (New York City time) on the day when due in U.S.  dollars
to the Agent at the Agent's  Account in same day funds.  The Agent will promptly
thereafter  cause to be  distributed  like  funds  relating  to the  payment  of
principal  or interest or facility  fees  ratably  (other than  amounts  payable
pursuant  to Section  2.10,  2.13 or  9.04(c)) to the Lenders for the account of
their  respective  Applicable  Lending  Offices,  and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account
of its Applicable  Lending Office, in each case to be applied in accordance with
the  terms  of this  Agreement.  Upon  any  Assuming  Lender  becoming  a Lender
hereunder  as a result of a Commitment  Increase  pursuant to Section 2.17 or an
extension of the Termination Date pursuant to Section 2.18, and upon the Agent's
receipt of such Lender's  Assumption  Agreement and recording of the information
contained therein in the Register,  from and after the applicable  Increase Date
or  Extension  Date,  as the case may be,  the  Agent  shall  make all  payments
hereunder and under any Notes issued in  connection  therewith in respect of the
interest  assumed  thereby to the Assuming  Lender.  Upon its  acceptance  of an
Assignment and Acceptance and recording of the information  contained therein in
the Register  pursuant to Section  9.07(c),  from and after the  effective  date
specified in such Assignment and  Acceptance,  the Agent shall make all payments
hereunder and under any Notes in respect of the interest assigned thereby to the
Lender  assignee  thereunder,  and the parties to such Assignment and Acceptance
shall make all  appropriate  adjustments  in such  payments for periods prior to
such effective date directly between themselves.

      (b) Each  Borrower  hereby  authorizes  each Lender,  if and to the extent
payment  owed to such  Lender is not made when due  hereunder  or under the Note
held by such  Lender,  to charge  from time to time  against  any or all of such
Borrower's accounts with such Lender any amount so due.

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

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

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

      SECTION 2.13.  Taxes. (a) Any and all payments by any Loan Party to or for
the account of any Lender or the Agent hereunder or under the Notes or any other
documents to be delivered  hereunder  shall be made, in accordance  with Section
2.12 or the applicable provisions of such other documents, free and clear of and
without  deduction  for any and all present or future  taxes,  levies,  imposts,
deductions,  charges or withholdings,  and all liabilities with respect thereto,
excluding,  in the case of each  Lender  and the  Agent,  taxes  imposed  on its
overall  net income,  and  franchise  taxes  imposed on it in lieu of net income
taxes, by the jurisdiction  under the laws of which such Lender or the Agent (as
the case may be) is organized or any political  subdivision  thereof and, in the
case of each  Lender,  taxes  imposed on its overall net income,  and  franchise
taxes imposed on it in lieu of net income  taxes,  by the  jurisdiction  of such
Lender's  Applicable  Lending  Office or any political  subdivision  thereof and
excluding such taxes imposed by the United States or the United Kingdom that are
payable as of the date such Lender or the


                                       15
<PAGE>

Agent became a party to this Agreement  (all such  non-excluded  taxes,  levies,
imposts,  deductions,  charges,  withholdings  and  liabilities  in  respect  of
payments hereunder or under the Notes being hereinafter referred to as "Taxes").
If any Loan  Party  shall be  required  by law to deduct  any  Taxes  from or in
respect of any sum payable hereunder or under any Note or any other documents to
be delivered  hereunder to any Lender or the Agent, (i) the sum payable shall be
increased  as may be  necessary  so that after  making all  required  deductions
(including  deductions  applicable to additional sums payable under this Section
2.13) such Lender or the Agent (as the case may be)  receives an amount equal to
the sum it would have received had no such  deductions been made, (ii) such Loan
Party  shall make such  deductions  and (iii) such Loan Party shall pay the full
amount  deducted  to the  relevant  taxation  authority  or other  authority  in
accordance with applicable law.

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

      (c) The Borrowers  shall  indemnify each Lender and the Agent for and hold
it harmless against the full amount of Taxes or Other Taxes (including,  without
limitation, taxes of any kind imposed or asserted by any jurisdiction on amounts
payable  under this Section 2.13) imposed on or paid by such Lender or the Agent
(as the  case  may be) and any  liability  (including  penalties,  interest  and
expenses) arising therefrom or with respect thereto.  This indemnification shall
be made  within 30 days from the date such  Lender or the Agent (as the case may
be) makes written demand therefor.

      (d) Within 45 days after the date of any payment of Taxes,  the applicable
Loan Party shall  furnish to the Agent,  at its  address  referred to in Section
9.02, the original or a certified copy of a receipt  evidencing  such payment to
the extent such a receipt is issued therefor,  or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of any Loan  Party  (other  than OFP)  through an account or branch
outside the United  States or by or on behalf of any Loan Party (other than OFP)
by a payor that is not a United  States  person,  if such Loan Party  determines
that no Taxes are payable in respect thereof,  such Loan Party shall furnish, or
shall cause such payor to furnish,  to the Agent, at such address, an opinion of
counsel  acceptable to the Agent stating that such payment is exempt from Taxes.
For  purposes of this  subsection  (d) and  subsection  (e),  the terms  "United
States" and "United States person" shall have the meanings  specified in Section
7701 of the Internal Revenue Code.

      (e) Each Lender  organized  under the laws of a  jurisdiction  outside the
United  States,  on or prior to the date of its  execution  and delivery of this
Agreement in the case of each Initial  Lender and on the date of the  Assumption
Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender
in the case of each other Lender, and from time to time thereafter as reasonably
requested  in  writing by OFI and OCI (but only so long as such  Lender  remains
lawfully  able to do so),  shall  provide each of the Agent OFI and OCI with two
original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any
successor or other form prescribed by the Internal Revenue  Service,  certifying
that such Lender is exempt from or entitled to a reduced  rate of United  States
withholding  tax on payments  made by OFI and OCI pursuant to this  Agreement or
the  Notes.  If the form  provided  by a Lender  at the time such  Lender  first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero,  withholding  tax at such rate  shall be  considered
excluded from Taxes unless and until such Lender provides the appropriate  forms
certifying that a lesser rate applies,  whereupon withholding tax at such lesser
rate only shall be considered  excluded from Taxes for periods  governed by such
form; provided,  however,  that, if at the date of the Assignment and Acceptance
pursuant  to which a Lender  assignee  becomes  a party to this  Agreement,  the
Lender  assignor was  entitled to payments  under  subsection  (a) in respect of
United States  withholding tax with respect to interest paid at such date, then,
to such extent,  the term Taxes shall include (in addition to withholding  taxes
that may be imposed  in the  future or other  amounts  otherwise  includable  in
Taxes) United States  withholding  tax, if any,  applicable  with respect to the
Lender  assignee  on such  date.  If any form or  document  referred  to in this
subsection (e) requires the disclosure of  information,  other than  information
necessary to compute the tax payable and information required on the date hereof
by Internal  Revenue Service form W-8BEN or W-8ECI,  that the Lender  reasonably
considers to be  confidential,  the Lender shall give notice


                                       16
<PAGE>

thereof  to OFI and OCI and shall not be  obligated  to  include in such form or
document such confidential information.

      (f) For any  period  with  respect to which a Lender has failed to provide
OFI and OCI with the appropriate form,  certificate or other document  described
in Section  2.13(e) (other than if such failure is due to a change in law, or in
the interpretation or application  thereof,  occurring subsequent to the date on
which a form,  certificate  or other  document  originally  was  required  to be
provided,  or if such  form,  certificate  or other  document  otherwise  is not
required  under  subsection  (e) above),  such  Lender  shall not be entitled to
indemnification  under  Section  2.13(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure;  provided,  however,  that should a
Lender  become  subject  to Taxes  because  of its  failure  to  deliver a form,
certificate or other document required hereunder,  the Borrowers shall take such
steps as the  Lender  shall  reasonably  request to assist the Lender to recover
such Taxes.

      (g) In  respect  of  Advances  to OFP,  each  Lender  shall  designate  an
Applicable  Lending Office that is beneficially  entitled to interest under such
Advances and that,  on the date of this  Agreement or (in the case of any Person
that  becomes a Lender  hereunder  by means of an  assignment)  on the date such
Lender  becomes a party hereto is either (i) within the charge to United Kingdom
corporation tax in respect of interest in respect of an advance by a person that
was a bank (for the  purposes  of Section 349 Income and  Corporation  Taxes Act
1988) at the time the advance was made; or (ii) resident in a country with which
the United Kingdom has a double  taxation  agreement  which makes  provision for
full exemption from United Kingdom  taxation on interest payable by OFP pursuant
to this Agreement and does not carry on business in the United Kingdom through a
permanent  establishment  with which the payment is effectively  connected (each
such bank which is so resident  being  hereinafter in this Section 2.13 referred
to as a "Treaty Lender");  or (iii) a company resident in the United Kingdom, or
a partnership  each member of which is a company  resident in the United Kingdom
for United Kingdom tax purposes; or (iv) a company not so resident in the United
Kingdom  which  carries  on a trade in the  United  Kingdom  through a branch or
agency and which is required to bring into account interest payable to it by OFP
pursuant to this Agreement in computing its chargeable  profits for the purposes
of Section  11(2) of the Income and  Corporation  Taxes Act 1988.  If any Lender
does not or ceases to comply with clause  (i),  (ii),  (iii) or (iv) above other
than by reason of any  change  after  the date of this  Agreement  in (or in the
interpretation,  administration  or application  of) any law or double  taxation
agreement  or any  published  practice  or  concession  of any  relevant  taxing
authority,  the Borrowers  shall not be required to compensate such Lender under
Section 2.13(a) or 2.13(c) for the amount of Taxes imposed by the United Kingdom
in consequence. Any Lender to whom clause (ii) above is relevant shall cooperate
with OFP in promptly completing any procedural  formalities necessary for OFP to
obtain  authorization to make interest  payments without deduction for UK income
tax.

      (h) Each Treaty Lender irrevocably  appoints the Agent to act as syndicate
manager  under,  and  authorizes  the  Agent to  operate,  and  take any  action
necessary or desirable  under,  the PTR Scheme in connection  with any Borrowing
hereunder.  Each Treaty Lender shall  cooperate with the Agent in completing any
procedural formalities necessary under the PTR Scheme, and shall promptly supply
to the Agent such  information  as the Agent may request in connection  with the
operation of the PTR Scheme.  Each Treaty Lender without  limiting the liability
of any  Borrower  under this  Agreement,  shall,  within five  Business  Days of
demand, indemnify the Agent for any liability or loss incurred by the Agent as a
result  of the  Agent  acting  as  syndicate  manager  under  the PTR  Scheme in
connection with the Treaty Lender's  participation  in any Borrowing  (except to
the extent that the  liability or loss arises  directly  from the Agent's  gross
negligence  or willful  misconduct).  Each  Treaty  Lender  shall,  within  five
Business Days of demand, indemnify each Borrower for any Tax which such Borrower
becomes  liable to pay in respect of any  payments  made to such  Treaty  Lender
arising as a result of any incorrect  information supplied by such Treaty Lender
which results in a provisional  authority  issued by the UK Inland Revenue under
the PTR Scheme being  withdrawn.  Each  Borrower  acknowledges  that it is fully
aware of its contingent  obligations under the PTR Scheme and shall (i) promptly
inform the Agent of all actions  required to be performed by the Agent under the
PTR Scheme,  (ii) promptly supply to the Agent such information as the Agent may
request in  connection  with the  operation of the PTR Scheme;  and (iii) act in
accordance with any provisional notice issued by the UK Inland Revenue under the
PTR Scheme. The Agent agrees to provide,  as soon as reasonably  practicable,  a
copy  of any  provisional  authority  issued  to it  under  the  PTR  Scheme  in
connection with any Borrowing to those Borrowers  specified in such  provisional
authority.  Each of the Borrowers, the Treaty Lenders and the Agent acknowledges
that the Agent: (i) is entitled to rely completely upon information  provided to
it in connection with this clause;  (ii) is not obliged to undertake any inquiry
into the accuracy of such  information  nor into the status of the Treaty Lender
or, as


                                       17
<PAGE>

the case may be, Borrower  providing such  information;  and (iii) shall have no
liability to any person for the accuracy of any information it submits to the UK
Inland Revenue in connection with this clause.

      (i) Any Lender claiming any additional  amounts  payable  pursuant to this
Section  2.13 agrees to use  reasonable  efforts  (consistent  with its internal
policy and legal and regulatory  restrictions) to change the jurisdiction of its
Eurodollar  Lending  Office if the making of such a change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the  reasonable  judgment of such Lender,  be otherwise
disadvantageous to such Lender.

      SECTION  2.14.  Sharing of  Payments,  Etc. If any Lender shall obtain any
payment (whether  voluntary,  involuntary,  through the exercise of any right of
set-off,  or  otherwise)  on account  of the  Advances  owing to it (other  than
pursuant to Section  2.10,  2.13 or  9.04(c)) in excess of its ratable  share of
payments on account of the  Advances  obtained by all the  Lenders,  such Lender
shall  forthwith  purchase  from the other  Lenders such  participations  in the
Advances owing to them as shall be necessary to cause such purchasing  Lender to
share the excess payment ratably with each of them; provided,  however,  that if
all or any  portion of such excess  payment is  thereafter  recovered  from such
purchasing  Lender,  such  purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing  Lender the purchase price to the extent of
such  recovery  together  with an amount equal to such  Lender's  ratable  share
(according  to the  proportion  of (i)  the  amount  of such  Lender's  required
repayment to (ii) the total amount so recovered from the  purchasing  Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total  amount so  recovered.  Each  Borrower  agrees  that any  Lender so
purchasing a  participation  from another  Lender  pursuant to this Section 2.14
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including the right of set-off) with respect to such  participation as fully as
if such Lender were the direct  creditor of such  Borrower in the amount of such
participation.

      SECTION  2.15.  Evidence  of  Debt.  (a) Each  Lender  shall  maintain  in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness  of each Borrower to such Lender  resulting from each Advance owing
to such  Lender  from time to time,  including  the  amounts  of  principal  and
interest  payable and paid to such Lender from time to time hereunder in respect
of Advances made to such Borrower.  The Borrowers  agree that upon notice by any
Lender to the Borrowers  (with a copy of such notice to the Agent) to the effect
that a Note is  required  or  appropriate  in order for such  Lender to evidence
(whether for purposes of pledge,  enforcement  or otherwise)  the Advances owing
to, or to be made by, such Lender,  the  Borrowers  shall  promptly  execute and
deliver to such Lender a Note payable to the order of such Lender in a principal
amount up to the Commitment of such Lender.

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

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

      SECTION  2.16.  Use of Proceeds.  The  proceeds of the  Advances  shall be
available (and each Borrower agrees that it shall use such proceeds)  solely for
general corporate purposes of the Borrowers and their Subsidiaries.

      SECTION  2.17.  Increase in the Aggregate  Commitments.  (a) The Guarantor
may, at any time but in any event not more than once in any calendar  year prior
to the  Termination  Date,  by notice to the Agent,  request


                                       18
<PAGE>

that the  aggregate  amount  of the  Commitments  be  increased  by an amount of
$10,000,000 or an integral multiple thereof (each a "Commitment Increase") to be
effective  as of a date  that  is at  least  90  days  prior  to  the  scheduled
Termination  Date then in effect  (the  "Increase  Date")  as  specified  in the
related  notice to the Agent;  provided,  however that (i) in no event shall the
aggregate amount of the Commitments at any time exceed  $1,800,000,000  and (ii)
on the date of any request by the Guarantor for a Commitment Increase and on the
related  Increase Date the applicable  conditions set forth in Article III shall
be satisfied.

      (b) The Agent  shall  promptly  notify  the  Lenders  of a request  by the
Guarantor for a Commitment Increase, which notice shall include (i) the proposed
amount of such requested  Commitment  Increase,  (ii) the proposed Increase Date
and (iii) the date by which Lenders  wishing to  participate  in the  Commitment
Increase  must  commit  to  an  increase  in  the  amount  of  their  respective
Commitments (the "Commitment  Date"). Each Lender that is willing to participate
in such requested  Commitment  Increase (each an "Increasing  Lender") shall, in
its  sole  discretion,  give  written  notice  to the  Agent  on or prior to the
Commitment Date of the amount by which it is willing to increase its Commitment.
If the Lenders  notify the Agent that they are willing to increase the amount of
their  respective  Commitments by an aggregate amount that exceeds the amount of
the requested  Commitment  Increase,  the requested Commitment Increase shall be
allocated  among the Lenders  willing to participate  therein in such amounts as
are agreed between the Guarantor and the Agent.

      (c) Promptly  following each  Commitment  Date, the Agent shall notify the
Guarantor  as to the  amount,  if any,  by which  the  Lenders  are  willing  to
participate in the requested  Commitment  Increase.  If the aggregate  amount by
which the  Lenders  are  willing  to  participate  in any  requested  Commitment
Increase  on any such  Commitment  Date is less  than the  requested  Commitment
Increase, then the Guarantor may extend offers to one or more Eligible Assignees
to participate in any portion of the requested  Commitment Increase that has not
been committed to by the Lenders as of the applicable Commitment Date; provided,
however,  that the  Commitment  of each such  Eligible  Assignee  shall be in an
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

      (d) On each Increase Date, each Eligible Assignee that accepts an offer to
participate  in a requested  Commitment  Increase  in  accordance  with  Section
2.17(b) (each such Eligible  Assignee and each Eligible  Assignee that agrees to
an extension of the  Termination  Date in accordance  with Section  2.18(c),  an
"Assuming  Lender")  shall  become a Lender  party to this  Agreement as of such
Increase Date and the  Commitment of each  Increasing  Lender for such requested
Commitment  Increase  shall be so  increased  by such  amount  (or by the amount
allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of
such Increase Date; provided,  however, that the Agent shall have received on or
before such Increase Date the following, each dated such date:

            (i) (A) certified copies of resolutions of the Board of Directors of
      each Loan Party or the  Executive  Committee of such Board  approving  the
      Commitment  Increase  and (B) an opinion of counsel  for the Loan  Parties
      (which may be in-house counsel), in substantially the form of Exhibits D-1
      and D-2 hereto;

            (ii) an assumption  agreement from each Assuming Lender,  if any, in
      form and  substance  satisfactory  to the Guarantor and the Agent (each an
      "Assumption  Agreement"),  duly  executed by such Eligible  Assignee,  the
      Agent and the Guarantor; and

            (iii)  confirmation  from each Increasing  Lender of the increase in
      the amount of its  Commitment in a writing  satisfactory  to the Guarantor
      and the Agent.

On each Increase  Date,  upon  fulfillment  of the  conditions  set forth in the
immediately  preceding sentence of this Section 2.17(d),  the Agent shall notify
the Lenders (including,  without limitation,  each Assuming Lender) and the Loan
Parties, on or before 1:00 P.M. (New York City time), by telecopier or telex, of
the occurrence of the  Commitment  Increase to be effected on such Increase Date
and shall record in the Register the relevant  information  with respect to each
Increasing Lender and each Assuming Lender on such date.

      SECTION 2.18.  Extension of Termination Date. (a) At least 30 days but not
more than 45 days  prior to the  Termination  Date,  the  Guarantor,  by written
notice to the Agent,  may request an extension of the


                                       19
<PAGE>

Termination  Date in effect  at such  time by 364 days  from its then  scheduled
expiration;  provided,  however, that the Borrowers shall not have made the Term
Loan Election for Advances  outstanding on such  Termination  Date prior to such
time.  The Agent shall  promptly  notify each Lender of such  request,  and each
Lender shall in turn,  in its sole  discretion,  not later than 20 days prior to
the  Termination  Date,  notify  the  Guarantor  and the Agent in  writing as to
whether such Lender will consent to such extension.  If any Lender shall fail to
notify the Agent and the Guarantor in writing of its consent to any such request
for extension of the Termination  Date at least 20 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting  Lender with respect to
such request.  The Agent shall notify the Guarantor not later than 15 days prior
to the Termination Date of the decision of the Lenders regarding the Guarantor's
request for an extension of the Termination Date.

      (b)  If all  the  Lenders  consent  in  writing  to any  such  request  in
accordance  with  subsection (a) of this Section 2.18, the  Termination  Date in
effect at such time shall,  effective as at the Termination Date (the "Extension
Date"),  be extended  for 364 days;  provided  that on each  Extension  Date the
applicable conditions set forth in Article III shall be satisfied.  If less than
all of the Lenders  consent in writing to any such  request in  accordance  with
subsection (a) of this Section 2.18, the Termination Date in effect at such time
shall,  effective as at the applicable  Extension Date and subject to subsection
(d) of this  Section  2.18,  be extended as to those  Lenders  that so consented
(each a  "Consenting  Lender")  but shall not be extended as to any other Lender
(each a "Non-Consenting Lender"). To the extent that the Termination Date is not
extended as to any Lender  pursuant to this Section 2.18 and the  Commitment  of
such Lender is not assumed in  accordance  with  subsection  (c) of this Section
2.18 on or  prior to the  applicable  Extension  Date,  the  Commitment  of such
Non-Consenting Lender shall automatically  terminate in whole on such unextended
Termination  Date without any further  notice or other action by the  Guarantor,
such Lender or any other Person and the Borrower s shall  immediately  repay all
Advances  and  other  amounts  owing to such  Non-Consenting  Lender  hereunder;
provided that such Non-Consenting  Lender's rights under Sections 2.10, 2.13 and
9.04, and its obligations under Section 8.05, shall survive the Termination Date
for such Lender as to matters occurring prior to such date. It is understood and
agreed  that no Lender  shall  have any  obligation  whatsoever  to agree to any
request made by the  Guarantor for any  requested  extension of the  Termination
Date.

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

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

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


                                       20
<PAGE>

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

provided further that such  Non-Consenting  Lender's rights under Sections 2.10,
2.13 and 9.04,  and its  obligations  under  Section  8.05,  shall  survive such
substitution as to matters occurring prior to the date of substitution. At least
three  Business Days prior to any Extension Date or such later date as the Agent
may agree,  (A) each such Assuming  Lender,  if any, shall have delivered to the
Guarantor and the Agent an Assumption Agreement,  duly executed by such Assuming
Lender,  such  Non-Consenting  Lender, the Guarantor and the Agent, (B) any such
Consenting Lender shall have delivered  confirmation in writing  satisfactory to
the Guarantor  and the Agent as to the increase in the amount of its  Commitment
and (C) each Non-Consenting  Lender being replaced pursuant to this Section 2.18
shall have delivered to the Agent any Note or Notes held by such  Non-Consenting
Lender.  Upon the payment or  prepayment  of all amounts  referred to in clauses
(i), (ii) and (iii) of the immediately preceding sentence,  each such Consenting
Lender or Assuming  Lender,  as of the Extension  Date,  will be substituted for
such  Non-Consenting  Lender under this  Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the consent
of the other Lenders,  and the  obligations of each such  Non-Consenting  Lender
hereunder shall, by the provisions hereof, be released and discharged.

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

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION  3.01.  Conditions  Precedent to  Effectiveness  of Section  2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "Effective  Date") on which the following  conditions  precedent have
been satisfied:

            (a) There  shall have  occurred  no Material  Adverse  Change  since
      December 31, 2002.

            (b) There shall exist no action, suit, investigation,  litigation or
      proceeding  affecting the Guarantor or any of its Subsidiaries  pending or
      threatened  before any court,  governmental  agency or arbitrator that (i)
      could be reasonably  likely to have a Material  Adverse  Effect other than
      the  matters   described  on  Schedule   3.01(b)  hereto  (the  "Disclosed
      Litigation")  or  (ii)  purports  to  affect  the  legality,  validity  or
      enforceability  of this Agreement or any Note or the  consummation  of the
      transactions  contemplated  hereby,  and there  shall have been no adverse
      change in the status,  or financial  effect on the Guarantor or any of its
      Subsidiaries,  of the Disclosed Litigation from that described on Schedule
      3.01(b) hereto.

            (c) Nothing shall have come to the  attention of the Lenders  during
      the course of their due  diligence  investigation  to lead them to believe
      that the Information Memorandum was or has become misleading, incorrect or
      incomplete in any material respect; without limiting the generality of the
      foregoing,   the  Lenders  shall  have  been  given  such  access  to  the
      management,  records,  books of account,  contracts and  properties of the
      Guarantor and its Subsidiaries as they shall have requested.


                                       21
<PAGE>

      (d) All governmental  and third party consents and approvals  necessary in
connection with the  transactions  contemplated  hereby shall have been obtained
(without  the  imposition  of any  conditions  that  are not  acceptable  to the
Lenders)  and  shall  remain  in  effect,  and  no law or  regulation  shall  be
applicable in the reasonable judgment of the Lenders that restrains, prevents or
imposes materially adverse conditions upon the transactions contemplated hereby.

      (e) The Borrowers shall have notified each Lender and the Agent in writing
as to the proposed Effective Date.

      (f) The  Borrowers  shall have paid all accrued  fees and  expenses of the
Agent and the Lenders (including the accrued fees and expenses of counsel to the
Agent).

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

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

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

      (h) The Agent  shall have  received  on or before the  Effective  Date the
following,  each dated such day, in form and substance satisfactory to the Agent
and (except for the Notes) in sufficient copies for each Lender:

            (i) The Notes to the order of the Lenders to the extent requested by
      any Lender pursuant to Section 2.15.

            (ii) Certified  copies of the  resolutions of the Board of Directors
      of each Loan Party approving this Agreement and the Notes to which it is a
      party, and of all documents  evidencing  other necessary  corporate action
      and governmental approvals, if any, with respect to this Agreement and the
      Notes to which it is a party.

            (iii) A certificate  of the  Secretary or an Assistant  Secretary of
      each Loan Party  certifying the names and true  signatures of the officers
      of such Loan  Party  authorized  to sign this  Agreement  and the Notes to
      which  it is a  party  and  the  other  documents  to be  delivered  by it
      hereunder.

            (iv) A favorable  opinion of Dewey  Ballantine LLP, New York counsel
      for  the  Loan  Parties,   and  MacFarlanes,   English  counsel  for  OFP,
      substantially  in the form of Exhibits  D-1 and D-2 hereto,  respectively,
      and as to  such  other  matters  as  any  Lender  through  the  Agent  may
      reasonably request.

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

      SECTION 3.02. Conditions Precedent to Each Borrowing,  Commitment Increase
and  Extension  Date.  The  obligation  of each Lender to make an Advance on the
occasion of each  Borrowing,  each  Commitment  Increase  and each  extension of
Commitments  pursuant  to  Section  2.18  shall  be  subject  to the  conditions
precedent  that the  Effective  Date shall have occurred and on the date of such
Borrowing,  such  Increase  Date  or  such  extension  date  (a)  the  following
statements  shall be true (and each of the  giving of the  applicable  Notice of
Borrowing, request for Commitment Increase, request for Commitment Extension and
the acceptance by a Borrower of the proceeds of such Borrowing shall  constitute
a  representation  and  warranty  by  such  Borrower  that  on the  date of such
Borrowing, such Increase Date or such extension date such statements are true):


                                       22
<PAGE>

            (i) the  representations  and  warranties  contained in Section 4.01
      (except, in the case of a Borrowing,  the representations set forth in the
      last sentence of subsection (e) thereof and in subsection  (f)(i) thereof)
      are correct on and as of such date, before and after giving effect to such
      Borrowing,   such  Commitment  Increase  or  such  extension  and  to  the
      application  of the proceeds  therefrom,  as though made on and as of such
      date, and

            (ii) no event has occurred and is  continuing,  or would result from
      such  Borrowing,  such  Commitment  Increase or such extension or from the
      application of the proceeds therefrom, that constitutes a Default;

and (b) the  Agent  shall  have  received  such  other  approvals,  opinions  or
documents as any Lender through the Agent may reasonably request.

      SECTION  3.03.   Determinations   Under  Section  3.01.  For  purposes  of
determining  compliance  with the  conditions  specified in Section  3.01,  each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent  responsible  for the  transactions  contemplated by this Agreement
shall  have  received  notice  from  such  Lender  prior  to the  date  that the
Borrowers,  by notice to the Lenders,  designate as the proposed Effective Date,
specifying its objection thereto. The Agent shall promptly notify the Lenders of
the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

            (a)  Each  Loan  Party  is a  corporation  duly  organized,  validly
      existing and in good standing  under the laws of the  jurisdiction  of its
      organization.

            (b) The  execution,  delivery and  performance by each Loan Party of
      this  Agreement and the Notes to be delivered by it, and the  consummation
      of the transactions  contemplated hereby, are within the such Loan Party's
      corporate  powers,  have been duly  authorized by all necessary  corporate
      action, and do not contravene (i) the such Loan Party's charter or by-laws
      or  other  organizational   documents  or  (ii)  law  or  any  contractual
      restriction binding on or affecting any Loan Party.

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

            (d) This  Agreement has been,  and each of the Notes to be delivered
      by it when delivered hereunder will have been, duly executed and delivered
      by each Loan Party party thereto. This Agreement is, and each of the Notes
      when delivered  hereunder will be, the legal, valid and binding obligation
      of each Loan Party party  thereto  enforceable  against such Loan Party in
      accordance with their respective terms.

            (e)  The  Consolidated  balance  sheet  of  the  Guarantor  and  its
      Subsidiaries  as at  December  31,  2002,  and  the  related  Consolidated
      statements of income and cash flows of the Guarantor and its  Subsidiaries
      for the fiscal  year then  ended,  accompanied  by an opinion of KPMG LLP,
      independent public accountants,  and the Consolidated balance sheet of the
      Guarantor  and its  Subsidiaries  as at June  30,  2003,  and the  related
      Consolidated  statements of income and cash flows of the Guarantor and its
      Subsidiaries  for the six months then ended,  duly  certified by the chief
      financial officer of the Guarantor, copies of which have been furnished to
      each Lender, fairly present, subject, in the case of said balance sheet as
      at June 30, 2003, and said statements of income and cash flows for the six
      months  then  ended,  to  year-end  audit


                                       23
<PAGE>

      adjustments, the Consolidated financial condition of the Guarantor and its
      Subsidiaries  as at  such  dates  and  the  Consolidated  results  of  the
      operations of the Guarantor and its  Subsidiaries for the periods ended on
      such  dates,  all  in  accordance  with  generally   accepted   accounting
      principles  consistently applied.  Since December 31, 2002, there has been
      no Material Adverse Change.

            (f) There is no  pending  or,  to the  knowledge  of the  Guarantor,
      threatened  action,   suit,   investigation,   litigation  or  proceeding,
      including,  without limitation,  any Environmental  Action,  affecting the
      Guarantor or any of its Subsidiaries before any court, governmental agency
      or  arbitrator  that (i) could be  reasonably  likely  to have a  Material
      Adverse Effect (other than the Disclosed  Litigation),  and there has been
      no adverse change in the status,  or financial  effect on the Guarantor or
      any of its Subsidiaries,  of the Disclosed  Litigation from that described
      on  Schedule  3.01(b)  hereto or (ii)  purports  to affect  the  legality,
      validity  or   enforceability  of  this  Agreement  or  any  Note  or  the
      consummation of the transactions contemplated hereby.

            (g) No Loan Party is engaged in the business of extending credit for
      the purpose of purchasing or carrying  margin stock (within the meaning of
      Regulation  U issued  by the Board of  Governors  of the  Federal  Reserve
      System),  and no proceeds of any Advance will be used to purchase or carry
      any  margin  stock or to  extend  credit  to  others  for the  purpose  of
      purchasing or carrying any margin stock.

            (h)  No  Loan  Party  is  an  "investment  company",  or  a  company
      "controlled"  by an  "investment  company",  within  the  meaning  of  the
      Investment Company Act of 1940, as amended.

            (i)  All  factual  information  (taken  as a  whole)  heretofore  or
      contemporaneously  furnished  by or on behalf of any Loan Party in writing
      to any Lender (including, without limitation, all information contained in
      this  Agreement)  for purposes of or in connection  with this Agreement or
      any  transaction  contemplated  herein  is,  and all  other  such  factual
      information (taken as a whole) hereafter furnished by or on behalf of such
      Loan  Party in writing to any Lender  will be,  true and  accurate  in all
      material  respects  on the date as of which such  information  is dated or
      certified  and does not or will not omit to state  any fact  necessary  to
      make such  information  (taken as a whole) not  misleading in any material
      respect  at such  time in  light of the  circumstances  under  which  such
      information was provided.

                                    ARTICLE V

                           COVENANTS OF THE GUARANTOR

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

            (a)  Compliance  with  Laws,  Etc.  Comply,  and  cause  each of its
      Subsidiaries to comply with all applicable  laws,  rules,  regulations and
      orders, such compliance to include,  without  limitation,  compliance with
      ERISA and  Environmental  Laws  except,  in each case,  to the extent that
      failure to comply  would not  reasonably  be  expected  to have a Material
      Adverse Effect.

            (b) Payment of Taxes, Etc. Pay and discharge,  and cause each of its
      Subsidiaries   to  pay  and  discharge,   before  the  same  shall  become
      delinquent,  (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful  claims that,  if
      unpaid, might by law become a Lien upon its property;  provided,  however,
      that neither the Guarantor nor any of its  Subsidiaries  shall be required
      to pay or  discharge  any such tax,  assessment,  charge or claim  that is
      being  contested in good faith and by proper  proceedings  and as to which
      appropriate reserves are being maintained.


                                       24
<PAGE>

            (c)  Maintenance  of  Insurance.  Maintain,  and  cause  each of its
      Subsidiaries  to  maintain,   insurance  with  responsible  and  reputable
      insurance  companies or  associations  in such  amounts and covering  such
      risks as is usually carried by companies engaged in similar businesses and
      owning similar properties in the same general areas in which the Guarantor
      or such Subsidiary operates.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Subsidiaries to preserve and maintain, its corporate
      existence,  rights  (charter  and  statutory)  and  franchises;  provided,
      however, that the Guarantor and its Subsidiaries may consummate any merger
      or consolidation permitted under Section 5.02(b) and provided further that
      neither the  Guarantor  nor any of its  Subsidiaries  shall be required to
      preserve any right or franchise if the Board of Directors of the Guarantor
      or such  Subsidiary  shall determine that the  preservation  thereof is no
      longer  desirable in the conduct of the business of the  Guarantor or such
      Subsidiary,  as the  case  may  be,  and  that  the  loss  thereof  is not
      disadvantageous in any material respect to the Guarantor,  such Subsidiary
      or the Lenders.

            (e) Visitation Rights. At any reasonable time and from time to time,
      permit the Agent or any of the  Lenders  or any agents or  representatives
      thereof,  to examine and make copies of and abstracts from the records and
      books of account of, and visit the properties of, the Guarantor and any of
      its Subsidiaries, and to discuss the affairs, finances and accounts of the
      Guarantor  and any of its  Subsidiaries  with  any of  their  officers  or
      directors and with their independent certified public accountants.

            (f) Keeping of Books.  Keep, and cause each of its  Subsidiaries  to
      keep,  proper  books of record  and  account,  in which  full and  correct
      entries  shall be made of all  financial  transactions  and the assets and
      business of the  Guarantor and each such  Subsidiary  in  accordance  with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its  Subsidiaries to maintain and preserve,  all of its properties
      that are used or useful in the  conduct of its  business  in good  working
      order and condition, ordinary wear and tear excepted.

            (h)  Transactions  with Affiliates.  Conduct,  and cause each of its
      Subsidiaries to conduct,  all transactions  otherwise permitted under this
      Agreement  with  any of  their  Affiliates  on  terms  that  are  fair and
      reasonable and no less favorable to the Guarantor or such  Subsidiary than
      it would obtain in a comparable arm's-length transaction with a Person not
      an Affiliate.

            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 50 days after
            the end of each of the first  three  quarters of each fiscal year of
            the Guarantor,  the Consolidated  balance sheet of the Guarantor and
            its  Subsidiaries  as of the end of such  quarter  and  Consolidated
            statements  of  income  and  cash  flows  of the  Guarantor  and its
            Subsidiaries  for the period  commencing  at the end of the previous
            fiscal year and ending with the end of such quarter,  duly certified
            (subject  to  year-end  audit  adjustments)  by the chief  financial
            officer of the Guarantor as having been prepared in accordance  with
            generally  accepted  accounting  principles and  certificates of the
            chief  financial  officer of the Guarantor as to compliance with the
            terms of this  Agreement and setting forth in reasonable  detail the
            calculations  necessary to demonstrate compliance with Section 5.03,
            provided  that in the  event of any  change  in  generally  accepted
            accounting  principles  used in the  preparation  of such  financial
            statements,  the Guarantor shall also provide,  if necessary for the
            determination  of  compliance  with  Section  5.03,  a statement  of
            reconciliation conforming such financial statements to GAAP;

                  (ii) as soon as  available  and in any  event  within  95 days
            after the end of each  fiscal year of the  Guarantor,  a copy of the
            annual  audit  report  for  such  year  for  the  Guarantor  and its
            Subsidiaries,  containing  the  Consolidated  balance  sheet  of the
            Guarantor and its Subsidiaries as of the end of such fiscal year and
            Consolidated  statements  of income and cash flows of the  Guarantor


                                       25
<PAGE>

            and its  Subsidiaries for such fiscal year, in each case accompanied
            by an  opinion  acceptable  to the  Required  Lenders by KPMG LLP or
            other  independent  public  accountants  acceptable  to the Required
            Lenders  and  certificates  of the chief  financial  officer  of the
            Guarantor  as to  compliance  with the terms of this  Agreement  and
            setting forth in  reasonable  detail the  calculations  necessary to
            demonstrate compliance with Section 5.03, provided that in the event
            of any change in generally  accepted  accounting  principles used in
            the  preparation of such financial  statements,  the Guarantor shall
            also provide,  if necessary for the determination of compliance with
            Section  5.03,  a  statement  of   reconciliation   conforming  such
            financial statements to GAAP;

                  (iii) as soon as  possible  and in any event  within five days
            after any senior  officer  of the  Guarantor  or a Borrower  becomes
            aware or should have become aware of the  occurrence of any Default,
            the  occurrence  of  each  Default  continuing  on the  date of such
            statement,  a  statement  of  the  chief  financial  officer  of the
            Guarantor  setting forth details of such Default and the action that
            the Guarantor has taken and proposes to take with respect thereto;

                  (iv) promptly after the sending or filing  thereof,  copies of
            all reports that the Guarantor sends to any of its  securityholders,
            and  copies of all  reports  and  registration  statements  that the
            Guarantor or any  Subsidiary  files with the Securities and Exchange
            Commission or any national securities exchange;

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

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

            Reports and  financial  statements  required to be  delivered by the
      Guarantor  pursuant to paragraphs  (i), (ii), (iv) and (v) of this Section
      5.01(i)  shall be deemed to have  been  delivered  on the date on which it
      posts such reports,  or reports containing such financial  statements,  on
      its website on the Internet at  www.omnicomgroup.com or when such reports,
      or reports  containing  such financial  statements are posted on the SEC's
      website at  www.sec.gov;  provided that it shall deliver  notice that such
      reports and financial  statements are so available and shall deliver paper
      copies of the reports and financial  statements  referred to in paragraphs
      (i), (ii), (iv) and (v) of this Section 5.01(i) to the Agent or any Lender
      who requests it to deliver such paper copies until written notice to cease
      delivering paper copies is given by the Agent or such Lender.

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

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

                  (i) Permitted Liens,

                  (ii)  purchase  money  Liens upon or in any real  property  or
            equipment acquired or held by the Guarantor or any Subsidiary in the
            ordinary  course of  business to secure the  purchase  price of such
            property  or  equipment  or to secure Debt  incurred  solely for the
            purpose of financing the  acquisition of such property or equipment,
            or Liens  existing on such  property or equipment at the time of its
            acquisition  (other than any such Liens created in  contemplation of
            such  acquisition  that were not incurred to finance the acquisition
            of such property) or extensions,  renewals or replacements of any of
            the foregoing for the same or a lesser  amount,  provided,  however,
            that no such Lien  shall  extend to or cover any  properties  of any
            character  other than the real property or


                                       26
<PAGE>

            equipment   being  acquired  and  fixed   improvements   thereon  or
            accessions  thereto,  and no such extension,  renewal or replacement
            shall extend to or cover any properties not  theretofore  subject to
            the Lien being extended, renewed or replaced,

                  (iii) the Liens  existing on the Effective  Date and described
            on Schedule 5.02(a) hereto,

                  (iv) Liens on property  of a Person  existing at the time such
            Person is merged  into or  consolidated  with the  Guarantor  or any
            Subsidiary   of  the  Guarantor  or  becomes  a  Subsidiary  of  the
            Guarantor;   provided   that  such   Liens   were  not   created  in
            contemplation  of such merger,  consolidation  or acquisition and do
            not  extend to any  assets  other than those of the Person so merged
            into or  consolidated  with  the  Guarantor  or such  Subsidiary  or
            acquired by the Guarantor or such Subsidiary,

                  (v) Liens securing Debt permitted by Section 5.02(d)(vii),

                  (vi) Liens granted by  Subsidiaries  of the  Guarantor  (other
            than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv),
            and

                  (vii) other Liens securing  Debt,  provided that the aggregate
            principal  amount of such  secured  Debt shall not exceed 15% of the
            Consolidated  net worth of the Guarantor and its Subsidiaries at any
            time.

            (b) Mergers,  Etc.  Merge or  consolidate  with or into,  or convey,
      transfer,  lease or otherwise dispose of (whether in one transaction or in
      a series of transactions)  all or substantially all of its assets (whether
      now owned or  hereafter  acquired)  to, any  Person,  or permit any of the
      Borrowers to do so.

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

            (d) Subsidiary  Debt.  Permit any of its  Subsidiaries  to create or
      suffer to exist, any Debt other than:

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

                  (ii)  accrued  expenses  and trade  payables  incurred  in the
            ordinary course of business,  and obligations under trade letters of
            credit incurred in the ordinary course of business,  which are to be
            repaid in full not more than one year  after the date on which  such
            Debt is originally incurred to finance the purchase of goods by such
            Subsidiary,

                  (iii)  obligations  under  letters  of credit or surety  bonds
            incurred  in  the   ordinary   course  of  business  in  support  of
            obligations   incurred   in   connection   with   leases,   worker's
            compensation,  unemployment  insurance  and  other  social  security
            legislation,

                  (iv)  Debt  owed  to  the  Guarantor  or  to  a  wholly  owned
            Subsidiary of the Guarantor,

                  (v) Debt of the Borrowers,


                                       27
<PAGE>

                  (vi) other Debt of Subsidiaries of the Guarantor which are not
            organized under the laws of the United States of America, a State of
            the  United  States of  America  or the  District  of  Columbia  and
            substantially  all of whose  assets  and  business  are  located  or
            conducted outside the United States of America,

                  (vii)  Debt of a Person  existing  at the time such  Person is
            merged into or consolidated  with the Guarantor or any Subsidiary of
            the  Guarantor or becomes a Subsidiary  of the  Guarantor;  provided
            that such Debt was not  created  in  contemplation  of such  merger,
            consolidation  or acquisition,  provided  further that the aggregate
            principal  amount of the Debt  referred to in this clause (iv) shall
            not exceed $50,000,000 at any time outstanding,

                  (viii)  (x)  Debt  consisting  of  any  guaranty  made  by any
            Subsidiary  of the  Guarantor  in respect of Debt of any Loan Party,
            provided that such Subsidiary  shall have entered into a guaranty of
            the Debt of the Guarantor under this Agreement in form and substance
            reasonably  satisfactory  to  the  Required  Lenders  and  (y)  Debt
            constituting  guaranties  of the Debt of the  Guarantor  under  this
            Agreement, and

                  (ix)  indorsement  of  negotiable  instruments  for deposit or
            collection  or  similar  transactions  in  the  ordinary  course  of
            business.

            (e)  Change in  Nature  of  Business.  Make,  or  permit  any of its
      Subsidiaries to make, any material change in the nature of its business as
      carried on at the date hereof and other reasonably  related  businesses or
      businesses reasonably incidental thereto.

            (f)  Payment  Restrictions  Affecting   Subsidiaries.   Directly  or
      indirectly,  enter  into  or  suffer  to  exist,  or  permit  any  of  its
      Subsidiaries  to  enter  into  or  suffer  to  exist,   any  agreement  or
      arrangement  limiting  the ability or any of its  Subsidiaries  to (i) pay
      dividends  or make any other  distributions  on its  capital  stock or any
      other interest or  participation  in its profits owned by the Guarantor or
      any of its  Subsidiaries,  or pay any Debt owed to the Guarantor or any of
      its  Subsidiaries,  (ii) make loans or advances to the  Guarantor or (iii)
      transfer any of its properties or assets to the Guarantor, except for such
      agreements or  arrangements  existing under or by reason of (x) applicable
      law,  (y)  this  Agreement  and  (z)  customary   provisions   restricting
      subletting or assignment of any lease governing a leasehold  interest of a
      Subsidiary of the Guarantor.

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

            (a)  Leverage  Ratio.  Maintain  a ratio  of  Consolidated  Debt for
      Borrowed  Money of the  Guarantor  and its  Subsidiaries  to  Consolidated
      EBITDA of the  Guarantor and its  Subsidiaries  for the four quarters most
      recently ended of not greater than 3.0 to 1.

            (b) Interest Coverage Ratio. Maintain a ratio of Consolidated EBITDA
      of the Guarantor and its  Subsidiaries for the four quarters most recently
      ended to interest payable on, and amortization of debt discount in respect
      of, all Debt during such period by the Guarantor and its  Subsidiaries  of
      not less than 5.0 to 1.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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


                                       28
<PAGE>

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

            (b) Any  representation  or warranty made by the Guarantor herein or
      by any  Loan  Party  (or any of its  officers)  in  connection  with  this
      Agreement shall prove to have been incorrect in any material  respect when
      made; or

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

            (d) The Guarantor or any of its  Subsidiaries  shall fail to pay any
      principal of or premium or interest on any Debt that is  outstanding  in a
      principal or notional amount of at least $60,000,000 in the aggregate (but
      excluding Debt outstanding  hereunder) of the Guarantor or such Subsidiary
      (as the case may be),  when the same  becomes due and payable  (whether by
      scheduled  maturity,   required   prepayment,   acceleration,   demand  or
      otherwise),  and such failure shall continue  after the  applicable  grace
      period, if any, specified in the agreement or instrument  relating to such
      Debt;  or any other event shall occur or  condition  shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the  applicable  grace  period,  if any,  specified  in such  agreement or
      instrument,  if the effect of such event or condition is to accelerate, or
      to permit the acceleration of, the maturity of such Debt; or any such Debt
      shall be  declared  to be due and  payable,  or  required to be prepaid or
      redeemed  (other  than by a regularly  scheduled  required  prepayment  or
      redemption),  purchased  or  defeased,  or an  offer  to  prepay,  redeem,
      purchase or defease  such Debt shall be required to be made,  in each case
      prior to the stated maturity thereof; or

            (e) The Guarantor or any of its Subsidiaries shall generally not pay
      its  debts as such  debts  become  due,  or shall  admit  in  writing  its
      inability to pay its debts generally,  or shall make a general  assignment
      for the benefit of creditors;  or any proceeding shall be instituted by or
      against the Guarantor or any of its Subsidiaries  seeking to adjudicate it
      a  bankrupt   or   insolvent,   or  seeking   liquidation,   winding   up,
      reorganization,    arrangement,   adjustment,   protection,   relief,   or
      composition  of it or its debts  under  any law  relating  to  bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver,  trustee,  custodian
      or  other  similar  official  for it or for  any  substantial  part of its
      property  and, in the case of any such  proceeding  instituted  against it
      (but  not  instituted  by  it),  either  such   proceeding   shall  remain
      undismissed  or  unstayed  for a period of 60 days,  or any of the actions
      sought in such proceeding (including,  without limitation, the entry of an
      order for relief  against,  or the  appointment  of a  receiver,  trustee,
      custodian or other similar official for, it or for any substantial part of
      its property)  shall occur;  or the  Guarantor or any of its  Subsidiaries
      shall take any corporate  action to authorize any of the actions set forth
      above in this subsection (e); or

            (f)  Judgments  or  orders  for the  payment  of money in  excess of
      $60,000,000  in the aggregate  shall be rendered  against the Guarantor or
      any of its Subsidiaries and either (i) enforcement  proceedings shall have
      been  commenced by any creditor  upon such judgment or order or (ii) there
      shall  be any  period  of 60  consecutive  days  during  which  a stay  of
      enforcement  of such judgment or order,  by reason of a pending  appeal or
      otherwise,  shall  not be in  effect;  provided,  however,  that  any such
      judgment  or order  shall not be an Event of Default  under  this  Section
      6.01(f) if and for so long as (i) the amount of such  judgment or order is
      covered by a valid and binding  policy of insurance  between the defendant
      and the insurer  covering  payment  thereof and (ii) such  insurer,  which
      shall be rated at least "A" by A.M.  Best  Company,  has been notified of,
      and has not  disputed  the claim made for  payment  of, the amount of such
      judgment or order; or


                                       29
<PAGE>

            (g) (i) Any Person or two or more  Persons  acting in concert  shall
      have acquired  beneficial  ownership  (within the meaning of Rule 13d-3 of
      the Securities and Exchange  Commission under the Securities  Exchange Act
      of 1934),  directly or  indirectly,  of Voting Stock of the  Guarantor (or
      other securities  convertible into such Voting Stock)  representing 30% or
      more of the combined voting power of all Voting Stock of the Guarantor; or
      (ii) during any period of up to 12 consecutive  months,  commencing  after
      the  date of this  Agreement,  individuals  who at the  beginning  of such
      12-month period were directors of the Guarantor shall cease for any reason
      to  constitute a majority of the board of directors of the  Guarantor;  or
      (iii) the  Guarantor  shall  cease  for any  reason  to own,  directly  or
      indirectly, 100% of the Voting Stock of each of the Borrowers; or

            (h) Any material  provision of the Guaranty  shall cease to be valid
      and binding on or  enforceable  against the  Guarantor,  or the  Guarantor
      shall so state in writing; or

            (i) The  Guarantor or any of its ERISA  Affiliates  shall incur,  or
      shall be reasonably  likely to incur liability in excess of $60,000,000 in
      the  aggregate  as a  result  of one or  more  of the  following:  (i) the
      occurrence of any ERISA Event; (ii) the partial or complete  withdrawal of
      the Guarantor or any of its ERISA Affiliates from a Multiemployer Plan; or
      (iii) the reorganization or termination of a Multiemployer Plan;

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

                                   ARTICLE VII

                                    GUARANTY

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

      SECTION  7.02.  Guaranty  Absolute  . The  Guarantor  guarantees  that the
Guaranteed  Obligations  will be paid strictly in  accordance  with the terms of
this Agreement and the Notes,  regardless of any law, regulation or order now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Agent or any Lender  with  respect  thereto.  This  Guaranty is an
absolute and unconditional  guaranty of payment when due, and not of collection,
by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor
under  or in  respect  of  this  Guaranty  are  independent  of  the  Guaranteed
Obligations or any other obligations of any other Loan Party


                                       30
<PAGE>

under or in respect of this  Agreement and the Notes,  and a separate  action or
actions may be brought and  prosecuted  against the  Guarantor  to enforce  this
Guaranty,  irrespective of whether any action is brought against any Borrower or
whether any Borrower is joined in any such action or actions.  The  liability of
the  Guarantor   under  this  Guaranty  shall  be   irrevocable,   absolute  and
unconditional  irrespective of, and the Guarantor hereby  irrevocably waives any
defenses it may now have or hereafter acquire in any way relating to, any or all
of the following:

            (a) any lack of validity or  enforceability of any provision of this
      Agreement or any Note or any agreement or instrument relating thereto;

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

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

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

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

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

            (g) the failure of any other  Person to execute or deliver any other
      guaranty or  agreement  or the release or  reduction  of  liability of the
      Guarantor  or other  guarantor  or surety with  respect to the  Guaranteed
      Obligations; or

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

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

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


                                       31
<PAGE>

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

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

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

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

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

      SECTION 7.05. Subordination. The Guarantor hereby subordinates any and all
debts,  liabilities  and other  obligations  owed to the Guarantor by each other
Loan Party (the "Subordinated Obligations") to the Guaranteed Obligations to the
extent and in the manner hereinafter set forth in this Section 7.05:

            (a) Prior Payment of Guaranteed Obligations. In any proceeding under
      any Bankruptcy Law relating to any other Loan Party,  the Guarantor agrees
      that the Agent and the Lenders  shall be  entitled  to receive  payment in
      full in cash of all  Guaranteed  Obligations  (including  all interest and
      expenses  accruing  after  the  commencement  of a  proceeding  under  any
      Bankruptcy  Law,  whether or not  constituting  an


                                       32
<PAGE>

      allowed claim in such proceeding  ("Post Petition  Interest"))  before the
      Guarantor receives payment of any Subordinated Obligations.

            (b) Turn-Over.  After the  occurrence and during the  continuance of
      any Event of Default under Section  6.01(e),  the Guarantor  shall, if the
      Agent so requests, collect, enforce and receive payments on account of the
      Subordinated  Obligations  as trustee  for the Agent and the  Lenders  and
      deliver  such  payments  to  the  Agent  on  account  of  the   Guaranteed
      Obligations  (including  all Post  Petition  Interest),  together with any
      necessary  endorsements  or other  instruments  of  transfer,  but without
      reducing or affecting in any manner the liability of the  Guarantor  under
      the other provisions of this Guaranty.

            (c)  Agent  Authorization.  After  the  occurrence  and  during  the
      continuance  of any Event of Default under Section  6.01(e),  the Agent is
      authorized  and  empowered  (but without any  obligation to so do), in its
      discretion,  (i) in the name of the Guarantor, to collect and enforce, and
      to submit claims in respect of, Subordinated  Obligations and to apply any
      amounts received thereon to the Guaranteed  Obligations (including any and
      all Post  Petition  Interest),  and (ii) to require the  Guarantor  (A) to
      collect and  enforce,  and to submit  claims in respect  of,  Subordinated
      Obligations and (B) to pay any amounts received on such obligations to the
      Agent for application to the Guaranteed Obligations (including any and all
      Post Petition Interest).

      SECTION  7.06.  Continuing  Guaranty;  Assignments.  This  Guaranty  is  a
continuing  guaranty  and shall (a) remain in full  force and  effect  until the
later of the payment in full in cash of the Guaranteed Obligations and all other
amounts  payable under this Guaranty and the  Termination  Date,  (b) be binding
upon the  Guarantor,  its successors and assigns and (c) inure to the benefit of
and  be  enforceable  by  the  Agent  and  the  Lenders  and  their  successors,
transferees  and assigns.  Without  limiting the generality of clause (c) of the
immediately preceding sentence,  any Lender may assign or otherwise transfer all
or any portion of its rights and  obligations  under this Agreement  (including,
without limitation, all or any portion of its Commitments, the Advances owing to
it and the Note or Notes held by it) to any other Person,  and such other Person
shall  thereupon  become vested with all the benefits in respect thereof granted
to such Lender herein or otherwise,  in each case as and to the extent  provided
in Section  9.07.  The  Guarantor  shall not have the right to assign its rights
hereunder or any interest  herein  without the prior written  consent of each of
the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

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

      SECTION  8.02.  Agent's  Reliance,  Etc.  Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in  connection  with this  Agreement,
except  for its or their own gross  negligence  or willful  misconduct.  Without
limitation of the  generality  of the  foregoing,  the Agent:  (i) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent  receives  and  accepts an  Assumption  Agreement  entered  into by an
Assuming  Lender as provided in Section  2.17 or an  Assignment  and  Acceptance
entered into by such Lender, as assignor, and an Eligible Assignee, as assignee,
as provided in Section  9.07;  (ii) may consult  with legal  counsel  (including
counsel for the Loan Parties),  independent public accountants and other experts
selected  by it and shall not be liable  for any  action


                                       33
<PAGE>

taken or omitted to be taken in good faith by it in  accordance  with the advice
of  such  counsel,   accountants   or  experts;   (iii)  makes  no  warranty  or
representation  to any Lender and shall not be responsible to any Lender for any
statements,  warranties or representations  (whether written or oral) made in or
in connection with this Agreement;  (iv) shall not have any duty to ascertain or
to inquire  as to the  performance,  observance  or  satisfaction  of any of the
terms,  covenants or conditions of this  Agreement on the part of any Loan Party
or the  existence  at any  time  of  any  Default  or to  inspect  the  property
(including  the  books  and  records)  of  any  Loan  Party;  (v)  shall  not be
responsible   to  any  Lender  for  the  due  execution,   legality,   validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument  or  document  furnished  pursuant  hereto;  and (vi) shall  incur no
liability  under or in  respect of this  Agreement  by acting  upon any  notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

      SECTION 8.03. Citibank and Affiliates. With respect to its Commitment, the
Advances  made by it and any Note  issued to it,  Citibank  shall  have the same
rights and powers under this  Agreement as any other Lender and may exercise the
same as though it were not the Agent;  and the term "Lender" or "Lenders" shall,
unless  otherwise  expressly  indicated,  include  Citibank  in  its  individual
capacity.  Citibank and its Affiliates may accept  deposits from, lend money to,
act as trustee under indentures of, accept investment  banking  engagements from
and generally  engage in any kind of business with,  the  Guarantor,  any of its
Subsidiaries  and any Person who may do business  with or own  securities of the
Guarantor  or any such  Subsidiary,  all as if  Citibank  were not the Agent and
without  any duty to account  therefor to the  Lenders.  The Agent shall have no
duty to disclose information obtained or received by it or any of its Affiliates
relating to the Guarantor or its Subsidiaries to the extent such information was
obtained or received in any capacity other than as Agent.

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

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

      SECTION 8.06.  Successor Agent. The Agent may resign at any time by giving
written  notice  thereof to the Lenders and the  Borrowers and may be removed at
any  time  with  or  without  cause  by the  Required  Lenders.  Upon  any  such
resignation or removal,  the Required  Lenders shall have the right to appoint a
successor Agent from among the Lenders with the consent,  so long as no Event of
Default has occurred and is continuing, of the Guarantor, which consent will not
be  unreasonably  withheld or delayed.  If no successor Agent shall have been so
appointed by the Required  Lenders,  and shall have accepted  such  appointment,
within 30 days after the retiring Agent's giving of notice of resignation or the
Required Lenders' removal of the retiring Agent, then the retiring Agent may, on
behalf of the Lenders,  appoint a successor Agent,  which shall be a Lender that
is a commercial bank organized under the laws of the United States of America or
of any State  thereof  and having a  combined  capital  and


                                       34
<PAGE>

surplus of at least  $500,000,000.  Upon the  acceptance of any  appointment  as
Agent  hereunder by a successor  Agent,  such  successor  Agent shall  thereupon
succeed to and become vested with all the rights, powers, discretion, privileges
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from its duties and obligations under this Agreement. After any retiring Agent's
resignation or removal  hereunder as Agent,  the provisions of this Article VIII
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was Agent under this Agreement.

      SECTION 8.07. Other Agents.  Each Lender hereby  acknowledges that neither
the  documentation  agent nor any other Lender  designated as any "Agent" on the
signature pages hereof (other than the Agent) has any liability  hereunder other
than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

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

      SECTION  9.02.  Notices,  Etc.  (a) All notices  and other  communications
provided for  hereunder  shall be either (x) in writing  (including  telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered,  or (y) as and to the extent set forth in Section 9.02(b) and (c),
if to Loan Parties,  at the address of the Guarantor at One East Weaver  Street,
Greenwich, Connecticut 06831, Attention: Eric Huttner; if to any Initial Lender,
at its Domestic Lending Office specified opposite its name on Schedule I hereto;
if to any  other  Lender,  at  its  Domestic  Lending  Office  specified  in the
Assumption  Agreement  or the  Assignment  and  Acceptance  pursuant to which it
became a Lender;  and if to the Agent,  at its  address  at Two Penns  Way,  New
Castle, Delaware 19720, Attention: Bank Loan Syndications Department;  or, as to
any Loan Party or the Agent,  at such other  address as shall be  designated  by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be  designated by such party in a written  notice
to the Borrowers and the Agent. All such notices and communications  shall, when
mailed,  telecopied,  telegraphed or telexed, be effective when deposited in the
mails,  telecopied,  delivered  to the  telegraph  company or confirmed by telex
answerback,  respectively,  except that notices and  communications to the Agent
pursuant to Article II, III or VIII shall not be effective until received by the
Agent.  Delivery by  telecopier of an executed  counterpart  of any amendment or
waiver of any provision of this  Agreement or the Notes or of any Exhibit hereto
to be executed  and  delivered  hereunder  shall be  effective  as delivery of a
manually executed counterpart thereof.

      (b) So long as Citibank or any of its  Affiliates is the Agent,  materials
required to be delivered pursuant to Section 5.01(i)(i),  (ii), (iv) and (v) may
be delivered to the Agent in an electronic  medium in a format acceptable to the
Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com.  The Guarantor
agrees  that the  Agent may make such  materials,  as well as any other  written
information,   documents,   instruments  and  other  material  relating  to  the
Guarantor, any of its Subsidiaries or any other materials or matters relating to
this  Agreement,  the  Notes  or  any of the  transactions  contemplated  hereby
(collectively,  the  "Communications")  available to the Lenders by posting such
notices on Intralinks, "e-Disclosure", the Agent's internet delivery system that
is part of Fixed Income Direct,  Global Fixed Income's primary web portal,  or a
substantially   similar  electronic  system  (the


                                       35
<PAGE>

"Platform").  The Guarantor  acknowledges  that (i) the distribution of material
through  an  electronic  medium is not  necessarily  secure  and that  there are
confidentiality  and other risks  associated  with such  distribution,  (ii) the
Platform is provided "as is" and "as  available" and (iii) neither the Agent nor
any of its Affiliates  warrants the accuracy,  adequacy or  completeness  of the
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the  Communications  or the  Platform.  No warranty of any kind,
express, implied or statutory,  including,  without limitation,  any warranty of
merchantability,  fitness for a particular  purpose,  non-infringement  of third
party rights or freedom from viruses or other code defects, is made by the Agent
or any of its Affiliates in connection with the Platform.

      (c)  Each  Lender  agrees  that  notice  to it (as  provided  in the  next
sentence) (a "Notice")  specifying that any  Communications  have been posted to
the Platform shall constitute effective delivery of such information,  documents
or other materials to such Lender for purposes of this Agreement;  provided that
if requested by any Lender the Agent shall deliver a copy of the  Communications
to such  Lender by email or  telecopier.  Each  Lender  agrees (i) to notify the
Agent in writing of such Lender's  e-mail  address to which a Notice may be sent
by electronic transmission (including by electronic  communication) on or before
the date such Lender  becomes a party to this  Agreement  (and from time to time
thereafter  to ensure that the Agent has on record an effective  e-mail  address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.

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

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

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


                                       36
<PAGE>

      (c) If any payment of principal of, or Conversion of, any Eurodollar  Rate
Advance is made by any Borrower to or for the account of a Lender (i) other than
on the last  day of the  Interest  Period  for such  Advance,  as a result  of a
payment or Conversion  pursuant to Section 2.07,  2.09 or 2.11,  acceleration of
the maturity of the Notes  pursuant to Section 6.01 or for any other reason,  or
by an Eligible  Assignee to a Lender  other than on the last day of the Interest
Period for such Advance upon an assignment of rights and obligations  under this
Agreement  pursuant  to  Section  9.07 as a result of a demand by the  Guarantor
pursuant  to  Section  9.07(a)  or (ii) as a result of a payment  or  Conversion
pursuant to Section 2.07, 2.09 or 2.11, the Borrower of such Advance shall, upon
demand by such  Lender  (with a copy of such  demand to the  Agent),  pay to the
Agent for the  account of such Lender any amounts  required to  compensate  such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion,  including,  without limitation,  any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the  liquidation or  reemployment  of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

      (d)  Without  prejudice  to the  survival  of any other  agreement  of the
Borrowers  hereunder,  the agreements and obligations of the Borrowers contained
in Sections 2.10,  2.13 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

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

      SECTION 9.06. Binding Effect. This Agreement shall become effective (other
than Section 2.01,  which shall only become  effective upon  satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been executed
by each Loan Party and the Agent and when the Agent shall have been  notified by
each  Initial  Lender that such Initial  Lender has  executed it and  thereafter
shall be binding  upon and inure to the benefit of the Loan  Parties,  the Agent
and each Lender and their respective successors and assigns, except that no Loan
Party shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of each of the Lenders.

      SECTION 9.07. Assignments and Participations.  (a) Each Lender may and, if
demanded by the Guarantor (following a demand by such Lender pursuant to Section
2.10 or 2.13) upon at least five  Business  Days'  notice to such Lender and the
Agent,  will  assign to one or more  Persons  all or a portion of its rights and
obligations  under  this  Agreement  (including,  without  limitation,  all or a
portion of its  Commitment,  the Advances owing to it and the Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and  not a  varying,  percentage  of  all  rights  and  obligations  under  this
Agreement,  (ii)  except  in  the  case  of  an  assignment  to a  Person  that,
immediately prior to such assignment,  was a Lender or an assignment of all of a
Lender's  rights  and  obligations  under  this  Agreement,  the  amount  of the
Commitment  of the  assigning  Lender  being  assigned  pursuant  to  each  such
assignment  (determined as of the date of the  Assignment  and  Acceptance  with
respect to such  assignment)  shall in no event be less than  $10,000,000  or an
integral  multiple of $1,000,000 in excess  thereof unless the Guarantor and the
Agent  otherwise  agree,  (iii)  each such  assignment  shall be to an  Eligible
Assignee,  (iv)  each  such  assignment  made as a  result  of a  demand  by the
Guarantor  pursuant to this Section  9.07(a)  shall be arranged by the Guarantor
after  consultation  with the Agent and shall be either an  assignment of all of
the rights and  obligations  of the assigning  Lender under this Agreement or an
assignment of a portion of such rights and obligations  made  concurrently  with
another such assignment or other such assignments that together cover all of the
rights and  obligations  of the assigning  Lender under this  Agreement,  (v) no
Lender shall be obligated to make any such assignment as a result of a demand by
the  Guarantor  pursuant to this  Section  9.07(a)  unless and until such Lender


                                       37
<PAGE>

shall have  received one or more  payments  from either the  Borrowers or one or
more Eligible  Assignees in an aggregate  amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts  payable to such Lender under this  Agreement and (vi) the parties
to each  such  assignment  shall  execute  and  deliver  to the  Agent,  for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of
$3,500, payable by the parties to each such assignment,  provided, however, that
in the case of each  assignment  made as a result of a demand by the  Guarantor,
such  recordation  fee shall be payable  by the  Guarantor  except  that no such
recordation  fee  shall  be  payable  in the case of an  assignment  made at the
request of the  Guarantor to an Eligible  Assignee  that is an existing  Lender.
Upon such  execution,  delivery,  acceptance and  recording,  from and after the
effective date specified in each  Assignment  and  Acceptance,  (x) the assignee
thereunder  shall  be a  party  hereto  and,  to  the  extent  that  rights  and
obligations  hereunder have been assigned to it pursuant to such  Assignment and
Acceptance,  have the rights and  obligations of a Lender  hereunder and (y) the
Lender  assignor  thereunder  shall,  to the extent that rights and  obligations
hereunder have been assigned by it pursuant to such  Assignment and  Acceptance,
relinquish  its rights (other than its rights under Section 2.10,  2.13 and 9.04
to the  extent  any claim  thereunder  relates  to an event  arising  prior such
assignment) and be released from its  obligations  under this Agreement (and, in
the case of an Assignment and Acceptance  covering all or the remaining  portion
of an assigning  Lender's  rights and  obligations  under this  Agreement,  such
Lender shall cease to be a party hereto).

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

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

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

      (e) Each  Lender  may sell  participations  to one or more  banks or other
entities  (other than the Guarantor or any of its  Affiliates) in or to all or a
portion of its rights and obligations under this Agreement


                                       38
<PAGE>

(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note or Notes held by it); provided,  however, that (i) such
Lender's obligations under this Agreement  (including,  without limitation,  its
Commitment to the Borrowers hereunder) shall remain unchanged,  (ii) such Lender
shall remain solely  responsible to the other parties hereto for the performance
of such obligations,  (iii) such Lender shall remain the holder of any such Note
for all purposes of this Agreement,  (iv) the Borrowers, the Agent and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with such Lender's  rights and  obligations  under this Agreement and
(v) no participant under any such participation  shall have any right to approve
any amendment or waiver of any  provision of this  Agreement or any Note, or any
consent to any departure by any Loan Party therefrom,  except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts  payable  hereunder,  in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts  payable
hereunder,  in each case to the extent subject to such participation,  or reduce
or limit the  obligations  of the  Guarantor  under  Section 7.01 or release the
Guarantor from its obligations under Article VII.

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

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

      SECTION  9.08.  Confidentiality.  Neither  the Agent nor any Lender  shall
disclose any Confidential Information to any other Person without the consent of
the  Guarantor,  other than (a) to the Agent's or such Lender's  Affiliates  and
their officers,  directors,  employees, agents and advisors and, as contemplated
by Section 9.07(f),  to actual or prospective  assignees and  participants,  and
then  only  on a  confidential  basis,  (b) as  required  by any  law,  rule  or
regulation  or  judicial  process,  (c) as  requested  or required by any state,
federal or foreign authority or examiner  regulating banks or banking and (d) in
connection  with the exercise of any remedies  hereunder or any suit,  action or
proceeding  relating to this Agreement or the  enforcement of rights  hereunder.
Notwithstanding  anything herein to the contrary, the Guarantor,  the Borrowers,
the  Agent  and  the  Lenders  may  disclose  to any and  all  Persons,  without
limitation  of any  kind,  the  U.S.  tax  treatment  and tax  structure  of the
transactions  contemplated  hereby  and all  materials  of any  kind  (including
opinions  or  other  tax  analyses)  that are  provided  to the  Guarantor,  the
Borrower,  the Agent or any Lender  relating to such U.S. tax  treatment and tax
structure.

      SECTION  9.09.  Governing  Law.  This  Agreement  and the  Notes  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York.

      SECTION 9.10. Execution in Counterparts. This Agreement may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
telecopier shall be effective as delivery of a manually executed  counterpart of
this Agreement.

      SECTION  9.11.  Jurisdiction,  Etc. (a) Each of the parties  hereto hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
nonexclusive  jurisdiction  of any New York State court or federal  court of the
United States of America  sitting in New York City, and any appellate court from
any  thereof,  in any action or  proceeding  arising  out of or relating to this
Agreement or the Notes, or for  recognition or enforcement of any judgment,  and
each of the parties hereto hereby  irrevocably and  unconditionally  agrees that
all  claims  in  respect  of any such  action  or  proceeding  may be heard  and
determined in any such New York State court or, to the extent  permitted by law,
in such federal court.  The Loan Parties hereby agree that service of process in
any such action or proceeding brought in the any such New York State court or in
such  federal  court may be made upon the


                                       39
<PAGE>

Guarantor at its offices at One East Weaver Street, Greenwich, Connecticut 06831
Attention:  General Counsel and the Loan Parties hereby irrevocably  appoint the
Guarantor  its  authorized  agent to accept such service of process,  and agrees
that the failure of the  Guarantor to give any notice of any such service  shall
not impair or affect the validity of such service or of any judgment rendered in
any  action  or  proceeding  based  thereon.  Each  Loan  Party  hereby  further
irrevocably  consents to the service of process in any action or  proceeding  in
such  courts by the  mailing  thereof by any  parties  hereto by  registered  or
certified mail,  postage  prepaid,  to such Loan Party at its address  specified
pursuant  to  Section  9.02.  Each of the  parties  hereto  agrees  that a final
judgment  in any  such  action  or  proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding  relating to this Agreement
or the Notes in the courts of any jurisdiction.

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


                                       40
<PAGE>

      SECTION 9.12.  Waiver of Jury Trial.  Each of the Loan Parties,  the Agent
and the  Lenders  hereby  irrevocably  waives  all right to trial by jury in any
action,   proceeding  or  counterclaim  (whether  based  on  contract,  tort  or
otherwise)  arising  out of or relating  to this  Agreement  or the Notes or the
actions  of  the  Agent  or  any  Lender  in  the  negotiation,  administration,
performance or enforcement thereof.

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

                                    OMNICOM FINANCE INC., as Borrower

                                    By /s/ Dennis E. Hewitt
                                       ------------------------------------
                                       Title: Treasurer

                                    OMNICOM CAPITAL INC., as Borrower

                                    By /s/ Dennis E. Hewitt
                                       ------------------------------------
                                       Title: President & CEO

                                    OMNICOM FINANCE PLC., as Borrower

                                    By /s/ Dennis E. Hewitt
                                       ------------------------------------
                                       Title: Director

                                    By /s/ Stephen Medhurst
                                       ------------------------------------
                                       Title: Director

                                    OMNICOM GROUP INC., as Guarantor

                                    By /s/ Dennis E. Hewitt
                                       ------------------------------------
                                       Title: Treasurer

                                    CITIBANK, N.A., as Agent

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


                                       41
<PAGE>

                                 Initial Lenders

Commitment

$100,000,000                        CITIBANK, N.A.

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

                              Co-Syndication Agents

$100,000,000                        JPMORGAN CHASE BANK

                                    By /s/ James L. Stone
                                       ------------------------------------
                                       Title: Managing Director

$100,000,000                        HSBC BANK USA

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

$100,000,000                        WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By /s/ Daniel Evans
                                       ------------------------------------
                                       Title: Managing Director

                             Senior Managing Agents

$75,000,000                         ABN AMRO BANK N.V.

                                    By /s/ David Carrington
                                       ------------------------------------
                                       Title: Director

                                    By /s/ Richard R. Stone
                                       ------------------------------------
                                       Title: Assistant Vice President

$75,000,000                         SUMITOMO MITSUI BANKING CORPORATION

                                    By /s/ Robert H. Riley, III
                                       ------------------------------------
                                       Title: Senior Vice President

$70,000,000                         BARCLAYS BANK PLC

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

$50,000,000                         SOCIETE GENERALE

                                    By /s/ Elaine Khalil
                                       ------------------------------------
                                       Title: Director


                                       42
<PAGE>

                                 Managing Agents

$50,000,000                         BANK OF AMERICA, N.A.

                                    By /s/ John E. Williams
                                       ------------------------------------
                                       Title: Managing Director

$50,000,000                         FLEET NATIONAL BANK

                                    By /s/ Thomas Levy
                                       ------------------------------------
                                       Title: Senior Vice President

$50,000,000                         PNC BANK, NATIONAL ASSOCIATION

                                    By /s/ Donald V. Davis
                                       ------------------------------------
                                       Title: Vice President

$40,000,000                         THE BANK OF NOVA SCOTIA

                                    By /s/ Todd S. Meller
                                       ------------------------------------
                                       Title: Managing Director

                                    SCOTIABANK EUROPE PLC

                                    By /s/ Lorraine Ruckstuhl
                                       ------------------------------------
                                       Title: Director

$40,000,000                         SANPAOLO IMI S.p.A.

                                    By /s/ Cathy Leese
                                       ------------------------------------
                                       Title: Vice President

                                    By /s/ Renato Carduccci
                                       ------------------------------------
                                       Title: General Manager

$40,000,000                         WELLS FARGO BANK

                                    By /s/ Caroline Gates
                                       ------------------------------------
                                       Title: Vice President

$25,000,000                         DANSKE BANK

                                    By /s/ Henrik Jensen
                                       ------------------------------------
                                       Title: Vice President

                                    By /s/ Dennis Shugrue
                                       ------------------------------------
                                       Title: Vice President

$25,000,000                         FORTIS

                                    By /s/ Kathlan Delathauwer
                                       ------------------------------------
                                       Title: Vice President

                                    By /s/ Helik Raison
                                       ------------------------------------
                                       Title: Vice President



                                       43
<PAGE>

                                     Lenders

$35,000,000                         BANK ONE, NA

                                    By /s/ Ronald Edwards
                                       ------------------------------------
                                       Title: Director/Senior Underwriter

$30,000,000                         BANCO BILBAO VIZCAYA ARGENTARIA

                                    By /s/ Anne-Maure Sarfati
                                       ------------------------------------
                                       Title: Vice President

                                    By /s/ Philip Paddack
                                       ------------------------------------
                                       Title: Senior Vice President

$30,000,000                         THE NORTHERN TRUST COMPANY

                                    By /s/ Ashish Bhagwat
                                       ------------------------------------
                                       Title: Vice President

$25,000,000                         ALLIED IRISH BANKS, PLC

                                    By /s/ Michael Barry
                                       ------------------------------------
                                       Title: Senior Manager

$25,000,000                         BANCA POPOLARE DI BERGAMO

                                    By /s/ Guido Lupini
                                       ------------------------------------
                                       Title: General Manager

                                    By /s/ Carlo Re
                                       ------------------------------------
                                       Title: Senior Manager

$25,000,000                         NORDEA BANK FINLAND PLC

                                    By /s/ Henrik Steffensen
                                       ------------------------------------
                                       Title: First Vice President

                                    By /s/ Gerald Chelius
                                       ------------------------------------
                                       Title: Senior Vice President

$25,000,000                         U.S. BANK NATIONAL ASSOCIATION

                                    By /s/ Robert A. Flosbach
                                       ------------------------------------
                                       Title: Senior Vice President

$15,000,000                         FIFTH THIRD BANK

                                    By /s/ Ann Pierson
                                       ------------------------------------
                                       Title: AVP

$1,200,000,000 Total of the Commitments


                                       44
<PAGE>

                                                                      SCHEDULE I
                                                                   OMNICOM GROUP
                                                        364-DAY CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
           Name of Initial Lender                   Domestic Lending Office             Eurodollar Lending Office
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                   <C>
ABN Amro Bank N.V.                            208 South LaSalle Street              208 South LaSalle Street
                                              Suite 1500                            Suite 1500
                                              Chicago, IL 60604                     Chicago, IL 60604
                                              Attn:  Steven Smagur                  Attn:  Steven Smagur
                                              F: 312 992-5111                       F: 312 992-5111
----------------------------------------------------------------------------------------------------------------------
Allied Irish Banks, PLC                       Business Support Unit                 Business Support Unit
                                              Bankcentre                            Bankcentre
                                              Ballsbridge Dublin 4                  Ballsbridge Dublin 4
                                              Ireland                               Ireland
                                              Attn: Antoinette Dunleavy             Attn: Antoinette Dunleavy
                                              T: 44 207 726-8734                    T: 44 207 726-8734
                                              F: 44 207 726-8735                    F: 44 207 726-8735
----------------------------------------------------------------------------------------------------------------------
Banca Popolare di Bergamo                     Via Don Luigi Palazzolo 71            Via Don Luigi Palazzolo 71
                                              24122-Bergamo                         24122-Bergamo
                                              Italy                                 Italy
                                              T: 39 35 392 302/568                  T: 39 35 392 302/568
                                              F: 39 35 392 393                      F: 39 35 392 393
----------------------------------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya Argentaria               1345 Avenue of the Americas           1345 Avenue of the Americas
                                              45th Floor                            45th Floor
                                              New York, NY 10105                    New York, NY 10105
                                              Attn: Hector Villegas                 Attn: Hector Villegas
                                              T: 212 728-1513                       T: 212 728-1513
                                              F: 212 333-2904                       F: 212 333-2904
----------------------------------------------------------------------------------------------------------------------
Bank of America, N.A.                         100 North Tryon Street                100 North Tryon Street
                                              NC1-007-17-15                         NC1-007-17-15
                                              Charlotte, NC  28255                  Charlotte, NC 28255
                                              Attn:  Laura Clark                    Attn:  Laura Clark
                                              T: 704 388-6415                       T: 704 388-6415
                                              F: 704 388-0960                       F: 704 388-0960
----------------------------------------------------------------------------------------------------------------------
Bank One, NA                                  1 Bank One Plaza                      1 Bank One Plaza
                                              Suite IL1-0010                        Suite IL1-0010
                                              Chicago, IL 60670                     Chicago, IL 60670
                                              Attn: Kenneth Fecko                   Attn: Kenneth Fecko
                                              T: 312 385-7032                       T: 312 385-7032
                                              F: 312 385-7096                       F: 312 385-7096
----------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia                       1 Liberty Plaza, 24th Floor           1 Liberty Plaza, 24th Floor
                                              New York, NY 10006                    New York, NY 10006
                                              Attn: Victor Chevallier               Attn: Victor Chevallier
                                              T: 212 225-5064                       T: 212 225-5064
                                              F: 212 225-5145                       F: 212 225-5145
----------------------------------------------------------------------------------------------------------------------
Barclays Bank plc                             200 Park Avenue                       200 Park Avenue
                                              New York, NY 10163                    New York, NY 10163
                                              Attn: Eddie Cotto                     Attn: Eddie Cotto
                                              T: 212 412 3710                       T: 212 412 3710
                                              F: 212 412 5306                       F: 212 412-5306
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       45
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                   <C>
Citibank, N.A.                                Two Penns Way                         Two Penns Way
                                              New Castle, DE  19720                 New Castle, DE  19720
                                              Attn: Timothy Smith                   Attn: Timothy Smith
                                              T: 302 894-6059                       T: 302 894-6059
                                              F: 212 994-0961                       F: 212 994-0961
----------------------------------------------------------------------------------------------------------------------
Danske Bank                                   299 Park Avenue, 14th Floor           299 Park Avenue, 14th Floor
                                              New York, NY  10171                   New York, NY  10171
                                              Attn: Joseph Brandariz                Attn: Joseph Brandariz
                                              T: 212 984-8430                       T: 212 984-8430
                                              F: 212 984-9570                       F: 212 984-9570
----------------------------------------------------------------------------------------------------------------------
Fifth Third Bank                              38 Fountain Square                    38 Fountain Square
                                              Cincinnati, OH                        Cincinnati, OH
                                              Attn: Ann Pierson                     Attn: Ann Pierson
                                              T: 513 534-5295                       T: 513 534-5295
                                              F: 513 534-5947                       F: 513 534-5947
----------------------------------------------------------------------------------------------------------------------
Fleet National Bank                           1185 Avenue of the Americas           1185 Avenue of the Americas
                                              New York, NY  10036                   New York, NY  10036
                                              Attn: Delores Jones                   Attn: Delores Jones
                                              T: 212 819-5752                       T: 212 819-5752
                                              F: 212 819-4107                       F: 212 819-4107
----------------------------------------------------------------------------------------------------------------------
Fortis Capital Corp.                          301 Tresser Blvd.                     301 Tresser Blvd.
                                              9th Floor                             9th Floor
                                              Stamford, CT 06901                    Stamford, CT 06901
                                              Attn: Hui Wang                        Attn: Hui Wang
                                              T: 203 705-5758                       T: 203 705-5758
                                              F: 203 705-5899                       F: 203 705-5899
----------------------------------------------------------------------------------------------------------------------
HSBC Bank USA                                 One HSBC Center 26th Floor            One HSBC Center 26th Floor
                                              Buffalo, NY  14203                    Buffalo, NY  14203
                                              Attn: Donna L. Riley                  Attn: Donna L. Riley
                                              T: 716 841-4178                       T: 716 841-4178
                                              F: 716 841-0269                       F: 716 841-0269
----------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank                           One Chase Manhattan Plaza             One Chase Manhattan Plaza
                                              New York, NY  10081                   New York, NY  10081
                                              Attn: Donna Montgomery                Attn: Donna Montgomery
                                              T: 212 522-7477                       T: 212 522-7477
                                              F: 212 552-5700                       F: 212 552-5700
----------------------------------------------------------------------------------------------------------------------
Nordea Bank Finland Plc                       437 Madison Avenue, 21st floor        437 Madison Avenue, 21st floor
                                              New York, NY 10022                    New York, NY 10022
                                              Attn: Sonia Earle                     Attn: Sonia Earle
                                              T: 212-318-9596                       T: 212-318-9596
                                              F: 212-750-9118                       F: 212-750-9118
----------------------------------------------------------------------------------------------------------------------
The Northern Trust Company                    50 South LaSalle Street               50 South LaSalle Street
                                              Chicago, IL  60675                    Chicago, IL  60675
                                              Attn: Andrea Pasch                    Attn: Andrea Pasch
                                              T: 312 444-3498                       T: 312 444-3498
                                              F: 312 630-1566                       F: 312 630-1566
----------------------------------------------------------------------------------------------------------------------
PNC Bank, National Association                500 First Avenue                      500 First Avenue
                                              Pittsburgh, PA  15219                 Pittsburgh, PA  15219
                                              Attn: April Atwater                   Attn: April Atwater
                                              T: 412 766-6214                       T: 412 766-6214
                                              F: 412 766-4586                       F: 412 766-4586
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       46
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                   <C>
SANPAOLO IMI S.p.A.                           245 Park Avenue, 35th Floor           245 Park Avenue, 35th Floor
                                              New York, NY  10167                   New York, NY  10167
                                              Attn: Jerry Suarez                    Attn: Jerry Suarez
                                              T: 212 692-3075                       T: 212 692-3075
                                              F: 212 692-3178                       F: 212 692-3178
----------------------------------------------------------------------------------------------------------------------
Scotiabank Europe plc                         Scotia House                          Scotia House
                                              33 Finsbury Square                    33 Finsbury Square
                                              London                                London
                                              EC2A 1BB                              EC2A 1BB
                                              Attn: Martin Neal / Lee Boden         Attn: Martin Neal / Lee Boden
                                              T: 00 44 20 7826 5869 / 5633          T: 00 44 20 7826 5869 / 5633
                                              F: 00 44 20 7826 5617                 F: 00 44 20 7826 5617
----------------------------------------------------------------------------------------------------------------------
Societe Generale                              2100 Ross Avenue                      2100 Ross Avenue
                                              Dallas, TX  75201                     Dallas, TX  75201
                                              Attn: Trina Hooves                    Attn: Trina Hooves
                                              T: 214 979-2742                       T: 214 979-2742
                                              F: 214 754-0171                       F: 214 754-0171
----------------------------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation           277 Park Avenue                       277 Park Avenue
                                              New York, NY  10172                   New York, NY  10172
                                              Attn: David Speir                     Attn: David Speir
                                              F: 212 224-4384                       F: 212 224-4384
----------------------------------------------------------------------------------------------------------------------
U.S. Bank National Association                777 East Wisconsin Avenue             777 East Wisconsin Avenue
                                              Mail Code MK-WI-TGCB                  Mail Code MK-WI-TGCB
                                              Milwaukee, WI  53202                  Milwaukee, WI  53202
                                              Attn: John Franceschi                 Attn: John Franceschi
                                              T: 414 765-5656                       T: 414 765-5656
----------------------------------------------------------------------------------------------------------------------
Wachovia Bank, National Association           201 South College Street, CP-17       201 South College Street, CP-17
                                              Charlotte, NC  28288                  Charlotte, NC  28288
                                              Attn: Sharon Gibson                   Attn: Sharon Gibson
                                              T: 704 715-7608                       T: 704 715-7608
                                              F: 704 374-2802                       F: 704 374-2802
----------------------------------------------------------------------------------------------------------------------
Wells Fargo Bank                              201 Third Street                      201 Third Street
                                              MAC A0187-081                         MAC A0187-081
                                              San Francisco, CA  94103              San Francisco, CA  94103
                                              Attn: Cindy Dunn                      Attn: Cindy Dunn
                                              T: 415 477-5431                       T: 415 477-5431
                                              F: 415 979-0675                       F: 415 979-0675
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       47
<PAGE>

                                SCHEDULE 3.01(b)

                              DISCLOSED LITIGATION

      Beginning  on June 13, 2002,  several  proposed  class  actions were filed
against  Omnicom  Group Inc.  ("OGI")  and  certain of OGI's  senior  executives
(chairman,  chief executive officer,  chief financial officer and controller) in
the United  States  District  Court for the Southern  District of New York.  The
actions have since been consolidated  under the caption In re Omnicom Group Inc.
Securities Litigation, No. 02-CV4483 (RCC), and a consolidated amended complaint
filed which,  on behalf of a proposed  class of  purchasers  of OGI common stock
between  February  20, 2001 and June 11, 2002,  alleges  among other things that
OGI's public filings and other public  statements  during that period  contained
false  and  misleading  statements  or  omitted  to state  material  information
relating  to  (1)  OGI's   calculation  of  the  organic  growth   component  of
period-to-period   revenue  growth,   (2)  its  valuation  of  certain  internet
investments, before, during and after the formation of Seneca Investments LLC in
May  2001,  and (3) the  existence  and  amount  of  certain  contingent  future
obligations  in respect of  acquisitions.  The  complaint  seeks an  unspecified
amount of  compensatory  damages plus costs and attorneys fees. The case is at a
preliminary stage.

      In addition to the proceedings  described above, a shareholder  derivative
action was filed on June 28, 2002 in state court in New York City by a plaintiff
shareholder,  purportedly  on OGI's behalf,  against  current and certain former
directors  alleging breaches of fiduciary duty,  disclosure  failures,  abuse of
control and gross  mismanagement  in  connection  with the  formation of Seneca,
including  as a result  of  open-market  sales  of OGI  common  shares  by OGI's
chairman and two former employee  directors during the period August 2001 to May
2002.  The complaint  seeks the  imposition of a  constructive  trust on profits
received  in the  stock  sales,  an  unspecified  amount of money  damages,  and
attorney's fees and other costs.


<PAGE>

                          SCHEDULES 5.02(a) AND 5.02(d)

                        EXISTING LIENS AND EXISTING DEBT

<TABLE>
<CAPTION>
                                                                               Amount Due
Subsidiary Borrower                      Lender(s)                             Each Lender        Total Debt
-------------------                      ---------                            -----------        ----------
<S>                                 <C>                                           <C>            <C>
DAS Fitzgerald                      Citizens Leasing Corp.                        375,323
                                    CIT Group                                     270,524
                                    BankNorth                                     228,113           873,960

DAS Fleishman-Hillard               JTA                                             5,660
                                    SBC Capital Inc.                                5,022            10,682

DAS Gavin Anderson                  OBC Bank                                       19,292
                                    Bank of Tokyo Mitsubishi                      627,830
                                    Daimler Chrysler                               17,765           664,887

DAS GMR Marketing                   Key Corporate Financial                       166,998           166,998

DAS GPC Domestic                    Avaya                                          14,228
                                    Xerox                                           9,717            23,945

DAS Grizzard                        Xerox                                          65,038
                                    IBM Credit Corp.                               50,094           115,132

DAS Interbrand Corp.                Key Equipment Finance                         226,501
                                    Ford Motor Credit                               7,033           233,534

DAS Matthews Media Group Inc.       NTFC Capital                                   17,014
                                    National Leasing & Financial
                                    Corp.                                          17,118            34,132

DAS National In-Store               Advanta                                        16,725
                                    Chesterfield                                   12,526
                                    USBancorp                                      57,258
                                    LPI                                            22,079
                                    Safeline                                        6,600           115,188

DAS U30 Group                       Dryad                                          16,289            16,289

OMG ICON*                           JPMorgan Chase                                400,000           400,000

OMG Organic                         Wells Fargo                                     4,666
                                    Neopost                                         2,389             7,055
TBWA - GSD&M                        Bank One                                    7,858,841         7,858,841
                                                                              -----------       -----------
                  TOTAL                                                       $10,520,643       $10,520,643
                                                                              ===========       ===========
</TABLE>

--------------------------------------------------------------------------------
*     This debt is unsecured.  All other obligations,  excepting TBWA which is a
      mortgage obligation,  are capital leases.  Capital leases based on data at
      September 30, 2003. Other  borrowings based upon most currently  available
      information at November 7, 2003.


                                       2
<PAGE>

      In  addition,   Omnicom   Finance  PLC  has  $15,000,000  of  indebtedness
outstanding  under its commercial  paper program.  Omnicom  Finance PLC also has
indebtedness   outstanding  of  (pound)20,750,000  under  the  Revolving  Credit
Agreement  with UBS, AG dated as of April 30,  2003.  Omnicom  Capital  Inc. has
$60,000,000 of indebtedness outstanding under its commercial paper program.

      Omnicom  Group Inc. has three zero coupon  convertible  bonds  outstanding
maturing in 2031, 2032 and 2033. The principal  amounts  outstanding for each of
these bonds are $847,037,000,  $892,273,000 and $600,000,000,  respectively.  In
addition,  Omnicom Group Inc. has a 5.20% Euro-denominated note with a principal
amount outstanding of (euro)152,449,017.


                                       3
<PAGE>

                                                             EXHIBIT A-1-FORM OF
                                                                 PROMISSORY NOTE

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

      FOR VALUE RECEIVED,  the  undersigned,  [OMNICOM  FINANCE INC., a Delaware
corporation][OMNICOM  CAPITAL INC., a Connecticut  corporation][OMNICOM  FINANCE
PLC,  a  corporation  organized  under  the laws of  England  and  Wales],  (the
"Borrower"),  HEREBY  PROMISES TO PAY to the order of  _________________________
(the "Lender") for the account of its Applicable  Lending Office on the later of
the  Termination  Date and the date  designated  pursuant to Section 2.05 of the
Credit Agreement (each as defined in the Credit Agreement referred to below) the
principal  sum of  U.S.$[amount  of the Lender's  Commitment  in figures] or, if
less, the aggregate  principal  amount of the Advances made by the Lender to the
Borrower  pursuant to the 364-Day Credit Agreement dated as of November 13, 2003
among the Borrowers referred to therein (including the undersigned),  the Lender
and certain other lenders  parties  thereto,  Citigroup  Global Markets Inc., as
lead arranger and book manager,  JPMorgan Chase Bank, HSBC Bank USA and Wachovia
Bank,  National  Association,  as co-syndication  agents, and Citibank,  N.A. as
Agent for the Lender and such other lenders (as amended or modified from time to
time,  the "Credit  Agreement";  the terms defined  therein being used herein as
therein defined) outstanding on such date.

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

      Both  principal  and  interest  are payable in lawful  money of the United
States of America to Citibank,  as Agent, at 388 Greenwich Street, New York, New
York 10013, in same day funds.  Each Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement,  and all payments made on account of principal
thereof,  shall be  recorded by the Lender and,  prior to any  transfer  hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.

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

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

                                             [OMNICOM FINANCE INC.]
                                             [OMNICOM CAPITAL INC.]
                                             [OMNICOM FINANCE PLC]

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


                                       4
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>

                                                   EXHIBIT B - FORM OF NOTICE OF
                                                                       BORROWING

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

                                     [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

      The undersigned,  [Omnicom  Finance  Inc.][Omnicom  Capital  Inc.][Omnicom
Finance plc], (the "Borrower"), refers to the 364-Day Credit Agreement, dated as
of November  13, 2003 (as  amended or  modified  from time to time,  the "Credit
Agreement",  the terms defined  therein  being used herein as therein  defined),
among the Borrowers  referred to therein  (including the  undersigned),  certain
Lenders  parties  thereto,  Citigroup  Global Markets Inc., as lead arranger and
book manager,  JPMorgan Chase Bank,  HSBC Bank USA and Wachovia  Bank,  National
Association,  as co-syndication  agents,  and Citibank,  N.A., as Agent for said
Lenders, and hereby gives you notice,  irrevocably,  pursuant to Section 2.02 of
the Credit Agreement that the undersigned  hereby requests a Borrowing under the
Credit  Agreement,  and in that  connection  sets  forth  below the  information
relating to such  Borrowing  (the  "Proposed  Borrowing") as required by Section
2.02(a) of the Credit Agreement:

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

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

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

            [(iv) The initial  Interest  Period for each Eurodollar Rate Advance
      made as part of the  Proposed  Borrowing  is _____  month[s].  [If nine is
      selected,  specify  alternate  Interest  Period of one, two,  three or six
      months.]]

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

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


<PAGE>

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

                                            Very truly yours,

                                            [OMNICOM FINANCE INC.]
                                            [OMNICOM CAPITAL INC.]
                                            [OMNICOM FINANCE PLC]

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


                                       2
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

      Reference is made to the 364-Day Credit Agreement dated as of November 13,
2003 (as amended or modified from time to time,  the "Credit  Agreement")  among
Omnicom  Finance  Inc.,  Omnicom  Capital  Inc.  and  Omnicom  Finance  plc (the
"Borrowers"),  Omnicom Group Inc. (the "Guarantor"),  the Lenders (as defined in
the Credit Agreement),  Citigroup Global Markets Inc., as lead arranger and book
manager,  JPMorgan  Chase  Bank,  HSBC  Bank  USA and  Wachovia  Bank,  National
Association,  as  co-syndication  agents,  and Citibank,  N.A., as agent for the
Lenders (the  "Agent").  Terms  defined in the Credit  Agreement are used herein
with the same meaning.

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

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

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

      3. The  Assignee  (i)  confirms  that it has received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 4.01 thereof and such other  documents and  information as it has deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (ii) agrees that it will,  independently and without
reliance  upon the Agent,  the  Assignor  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions  in taking or not taking  action under the Credit
Agreement;  (iii)  confirms that it is an Eligible  Assignee;  (iv) appoints and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers and  discretion  under the Credit  Agreement as are delegated to the
Agent by the terms  thereof,  together  with such powers and  discretion  as are
reasonably  incidental  thereto;  (v) agrees that it will perform in  accordance
with  their  terms  all of the  obligations  that  by the  terms  of the  Credit
Agreement are required to be performed by it as a Lender;  and (vi) attaches any
U.S.  Internal  Revenue  Service or U.K.  Inland  Revenue forms  required  under
Section 2.13 of the Credit Agreement.

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

      5. Upon such  acceptance  and recording by the Agent,  as of the Effective
Date,  (i) the  Assignee  shall be a party to the Credit  Agreement  and, to the
extent  provided  in  this  Assignment  and  Acceptance,


<PAGE>

have the rights and  obligations  of a Lender  thereunder  and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance,  relinquish its
rights and be released from its obligations under the Credit Agreement.

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

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

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

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


                                       2
<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

Percentage interest assigned:                                           ______%

Assignee's Commitment:                                                 $______

Aggregate outstanding principal amount of Advances assigned:           $______

Principal amount of Note payable to Assignee:                          $______

Principal amount of Note payable to Assignor:                          $______

Effective Date*:  _______________, 200_

                                     [NAME OF ASSIGNOR], as Assignor

                                     By_____________________________
                                     Title:

                                     Dated: _____________, 200_

                                     [NAME OF ASSIGNEE], as Assignee

                                     By_____________________________
                                     Title:
                                     Title:

                                     Dated: _____________, 200_

                                     Domestic Lending Office:
                                           [Address]

                                     Eurodollar Lending Office:
                                           [Address]

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


                                       3
<PAGE>

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

CITIBANK, N.A., as Agent

By __________________________________
   Title:

[Approved this __________ day
of _______________, 200_

OMNICOM GROUP INC.

By __________________________________]*
   Title:

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

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


                                       4
<PAGE>

                                                                     Exhibit D-1

                              DEWEY BALLANTINE LLP

                           1301 AVENUE OF THE AMERICAS
                               NEW YORK 10019-6092
                        TEL 212 259-8000 FAX 212 259-6333


                                         November 13, 2003

To each of the Lenders parties
   to the 364-Day Credit Agreement dated
   as of November 13, 2003
   among Omnicom Finance Inc.,
   Omnicom Capital Inc. and Omnicom
   Finance PLC, (the "Borrowers"),
   said Lenders and Citibank Global
   Markets Inc., as lead arranger and book
   manager, JPMorgan Chase Bank,
   HSBC Bank USA and Wachovia Bank,
   National Association, as co-syndication
   agents and Citibank, N.A., as agent for
   said Lenders

       Omnicom Finance Inc., Omnicom Capital Inc. and Omnicom Finance plc

Ladies and Gentlemen:

      This opinion is furnished  to you pursuant to Section  3.01(h)(iv)  of the
364-Day  Credit   Agreement,   dated  as  of  November  13,  2003  (the  "Credit
Agreement"),  among Omnicom Finance Inc.  ("OFI"),  Omnicom Capital Inc. ("OCI")
and  Omnicom  Finance  PLC  ("OFP",  and,  collectively  with OFI and  OCI,  the
"Borrowers"), Omnicom Group Inc. (the "Guarantor"), the Lenders parties thereto,
Citigroup Global Markets Inc., as lead arranger and book manager, JPMorgan Chase
Bank, HSBC Bank USA and Wachovia Bank, National  Association,  as co-syndication
agents, and Citibank, N.A., as Agent (the "Agent") for said Lenders. Capitalized
terms  used  herein  without  definition  are  used  as  defined  in the  Credit
Agreement.

      We have acted as New York counsel for the Loan Parties in connection  with
the preparation, execution and delivery of the Credit Agreement.

      In  connection  with this opinion,  we have  examined  originals or copies
(including conformed copies) of the following documents:

            (1) The Credit Agreement.


     NEW YORK   WASHINGTON, D.C.  LOS ANGELES  PALO ALTO  HOUSTON  AUSTIN
                LONDON  WARSAW  BUDAPEST  PRAGUE  FRANKFURT
<PAGE>

            (2) The documents  furnished by the Loan Parties pursuant to Article
      III of the  Credit  Agreement  (together  with the Credit  Agreement,  the
      "Credit Documents").

            (3) The Certificate of Incorporation and all amendments thereto (the
      "Charter")  of each of OFI, OCI and the Guarantor  (collectively,  the "US
      Loan  Parties"),  as certified as of a recent date by a public official of
      the state of its incorporation.

            (4) The by-laws and all amendments  thereto (the  "By-laws") of each
      US Loan Party, as certified to us by each US Loan Party.

            (5) A  certificate  of the  Secretary  of State of  Delaware,  dated
      November 7, 2003,  attesting to the continued corporate existence and good
      standing of OFI in that State as of the date thereof.

            (6) A certificate  of the Secretary of State of  Connecticut,  dated
      November 7, 2003,  attesting to the continued corporate existence and good
      standing of OCI in that State as of the date thereof.

            (7) A  certificate  of the  Secretary  of State of New  York,  dated
      November 7, 2003,  attesting to the continued corporate existence and good
      standing of the Guarantor in that State as of the date thereof.

      In addition, we have examined originals or copies,  certified or otherwise
identified  to  our  satisfaction,   of  such  records,  instruments  and  other
documents,  and have made such other investigations,  as we have deemed relevant
and necessary as a basis for the opinions hereinafter set forth.

      For the purposes hereof, we have assumed, with your permission and without
independent verification of any kind: (a) that the signatures of persons signing
all documents in connection  with which this opinion is rendered are genuine and
authorized;  (b) the  legal  capacity  of all  natural  persons;  (c)  that  all
documents submitted to us as originals or duplicate originals are authentic; and
(d) that all  documents  submitted  to us as copies,  whether  certified or not,
conform to authentic  original  documents.  As to questions of fact  relevant to
this opinion, we have assumed, without independent investigation or verification
of any kind,  the accuracy of the  representations  and  warranties  of the Loan
Parties in the Credit  Agreement and have relied upon  certificates  and oral or
written  statements and other information of public officials,  and officers and
representatives  of the Loan  Parties.  For purposes of the opinion set forth in
the  paragraph  numbered 1 below,  we have  relied  solely  upon  copies of good
standing  certificates  as certified by public  officials as of the dates and in
the jurisdictions listed on Annex I hereto.

      In rendering the opinions  expressed  below,  we have  assumed,  with your
permission and without any  independent  investigation  or  verification  of any
kind,  that: (i) OFP has been duly organized and is validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and is duly
qualified in each other jurisdiction in which


                                      -2-
<PAGE>

the  conduct  of its  business  or the  ownership  of its  property  makes  such
qualification  necessary;  (ii) OFP has full  power and  authority  to  execute,
deliver  and  perform  the Credit  Documents  to which it is a party;  (iii) the
execution,  delivery and  performance  of the Credit  Documents by OFP have been
duly authorized by all requisite  corporate  action on the part of OFP; (iv) the
Credit  Documents  have been duly  executed  and  delivered  by OFP; and (v) the
execution,  delivery and  performance of the Credit  Documents by OFP do not and
will not violate the Charter,  By-laws or other organizational documents of OFP.
We have  further  assumed,  with your  permission  and without  any  independent
investigation or verification of any kind, that the Credit Agreement constitutes
the valid and legally  binding  obligation of each Person party  thereto  (other
than the US Loan Parties and OFP), enforceable against such Person in accordance
with its terms.  Furthermore,  in giving the  opinions  set forth in  paragraphs
numbered 4, 5 and 6 below, we express no opinion as to state  securities or blue
sky laws.

      Based upon the foregoing, and subject to the limitations set forth herein,
we are of the opinion that:

      1.  Each US Loan  Party  (i) is a  validly  existing  corporation  in good
standing under the laws of the jurisdiction of its incorporation listed on Annex
I hereto and (ii) has the corporate  power and authority to own its property and
assets and to transact the business in which it is engaged.

      2. Each US Loan Party has the  corporate  power to  execute,  deliver  and
perform the terms and  provisions  of the Credit  Agreement  and the Notes to be
delivered by it and has taken all  necessary  corporate  action to authorize the
execution,  delivery and performance of the Credit Agreement and the Notes to be
delivered by it. Each US Loan Party has duly  executed and  delivered the Credit
Agreement and the Notes to be delivered by it.

      3.  The  Credit  Agreement   constitutes  the  legal,  valid  and  binding
obligation of each Loan Party enforceable  against such Loan Party in accordance
with its terms.  Each Note to be delivered by a Loan Party will  constitute  the
legal, valid and binding obligation of such Loan Party enforceable  against such
Loan Party in accordance with its terms.

      4. Neither the execution and delivery, nor the performance, by any US Loan
Party of the Credit Agreement or the Notes to be delivered by it, nor compliance
by such US Loan Party with the terms and provisions thereof, (i) will contravene
any  provision  of any law,  statute,  rule or  regulation  (including,  without
limitation,  Regulation  X of the  Board of  Governors  of the  Federal  Reserve
System) of the United  States of America or the State of New York  applicable to
such US Loan Party or (ii) will violate any  provision of the Charter or By-Laws
of such US Loan Party.

      5. Neither the execution and delivery, nor the performance,  by OFP of the
Credit  Agreement and the Notes to be delivered by it, nor compliance by it with
the terms and  provisions  thereof,  will  contravene  any provision of any law,
statute, rule or regulation (including, without limitation,  Regulation X of the
Board of Governors of the


                                      -3-
<PAGE>

Federal Reserve System) of the United States of America or the State of New York
applicable to OFP.

      6. No order, consent, approval,  license,  authorization or validation of,
or filing,  recording or registration with (except as have been obtained or made
on or prior to the date  hereof),  or exemption by, any  governmental  or public
body or  authority  of the United  States of America,  or the State of New York,
applicable  to any Loan  Party is  required  to  authorize,  or is  required  in
connection  with, (i) the execution,  delivery and performance by any Loan Party
of the  Credit  Agreement  and the  Notes  to be  delivered  by it or  (ii)  the
enforceability  of the Credit  Agreement  and the Notes to be delivered by it in
accordance with their terms against such Loan Party.

      7. The choice of New York law as the governing law of the Credit Agreement
and the Notes is,  under  the laws of the State of New York,  a valid  choice of
law.

      8. The consent by each Loan Party in Section 9.11 of the Credit  Agreement
to the  jurisdiction  of  courts  sitting  in the  State  of New York is a valid
consent to the jurisdiction of such courts.

      Our opinions are subject to the qualifications that:

      A. The  enforceability of the Credit Agreement and the Notes is subject to
and  may  be  limited  by  bankruptcy,  insolvency,  reorganization,  fraudulent
conveyance,  moratorium,  or other  similar laws  relating to or  affecting  the
rights of  creditors  generally  (including  such as may deny  giving  effect to
waivers of debtors'  or  guarantors'  rights),  and the  application  of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law), including,  without limitation,  (i) the possible  unavailability of
specific  performance,  injunctive relief or any other equitable remedy and (ii)
concepts  of   materiality,   reasonableness,   good  faith  and  fair  dealing.
Accordingly,  no opinion is given herein as to (i) the availability of the right
to accelerate  any obligation  and certain  remedies  provided for in the Credit
Agreement in the event of a nonmaterial  default,  or (ii) the enforceability of
any  provision of the Credit  Agreement  relating to  cumulation  of remedies or
waiving the remedy of specific performance, or the waiver of debtors' rights.

      B. We  express  no opinion  as to the  enforceability  of any  contractual
provision  in  the  Credit  Agreement  as to  waiver  of any  procedural  right,
including,  without limitation, (i) the first sentence of Section 9.11(a) of the
Credit  Agreement  insofar  as  such  sentence  relates  to the  subject  matter
jurisdiction  of a federal court of the United States of America  sitting in New
York City to adjudicate any controversy  related to any of the Credit Documents,
and (ii) the waiver of  inconvenient  forum set forth in Section  9.11(b) of the
Credit  Agreement  with respect to  proceedings in a federal court of the United
States of America sitting in New York City.

      C. We  express  no opinion  as to the  enforceability  of any  contractual
provision  in the  Credit  Documents  relating  to  indemnification,  including,
without


                                      -4-
<PAGE>

limitation,  with  respect to the  enforceability  of Section 9.04 of the Credit
Agreement, to the extent that these may be limited (i) in the case of litigation
against  any Loan  Party  which is  decided  adversely  to the  person  claiming
indemnification or in a case involving a claim of indemnification for attorneys'
fees, (ii) by laws rendering unenforceable  indemnification  contrary to federal
or state securities laws and the public policy underlying such laws, or (iii) by
laws limiting the enforceability of provisions exculpating or exempting a party,
or requiring  indemnification  of a party,  for  liability for its own action or
inaction,  to the extent  the  action or  inaction  involves  gross  negligence,
recklessness, willful misconduct or unlawful conduct.

      D. Furthermore, no opinion is given herein as to:

            (i)  Section  7.02 of the Credit  Agreement,  to the extent  that it
      relates to action  contemplated by Section 7.02(b) of the Credit Agreement
      taken without the Guarantor's consent, which may not be enforceable to the
      extent that the Guaranteed Obligations are materially altered; or

            (ii)  Section  7.02(h)  of the  Credit  Agreement,  to the extent it
      relates to any waiver of an applicable statute of limitations; or

            (iii) the  enforceability  of the right of  setoff  provided  for in
      Section 9.05 of the Credit  Agreement (A) in respect of an interest  under
      the Credit  Agreement  purchased  by a Lender  pursuant to Section 2.14 or
      9.07 of the Credit Agreement, to the extent the relevant purchase does not
      give rise to a direct  obligation  of any Borrower to such Lender,  or (B)
      insofar as that right relates to setoff of unmatured obligations under the
      Credit  Agreement or of obligations owed to any Loan Party by an Affiliate
      of a Lender or by an Affiliate of the Agent.

      We are  members of the Bar of the State of New York and express no opinion
as to the laws of any jurisdiction  other than those of the laws of the State of
New York, the General  Corporation  Law of the State of Delaware and the federal
laws of the  United  States of  America.  Our  opinions  set forth in  paragraph
numbers 1, 2 and 4(ii)  above,  as they apply to OCI, are based on our review of
the Connecticut Business Corporation Act as reported by 33 Conn. Gen. Stat. Ann.
ss. 33-600 et seq.  (West 1997,  2002 supp.) to be in effect on the date of this
opinion letter.

      This  opinion is rendered  solely to you by us as New York counsel for the
Loan Parties in  connection  with the  transactions  contemplated  by the Credit
Agreement and the Notes. Each Lender (and its successors and permitted  assigns)
may rely upon this opinion in connection with those  transactions.  This opinion
may not be  relied  upon  in any  other  manner  or for any  other  purpose,  or
furnished or relied upon by any other person, without our prior written consent.
The  information  set  forth  herein  is as of the date of this  letter,  and we
disclaim  any  undertaking  to advise you of  changes  which  thereafter  may be
brought to our attention.

                                        Very truly yours,

                                        /s/ Dewey Ballantine LLP


                                      -5-
<PAGE>

                                                                         ANNEX I

                                                      Type and Date of
    Name and Jurisdiction                        Certificate in Jurisdiction
       of Incorporation                                of Incorporation
    ---------------------                        ---------------------------
Omnicom Finance Inc. (Delaware)               Good Standing - November 7, 2003

Omnicom Capital Inc. (Connecticut)            Legal Existence - November 7, 2003

Omnicom Group Inc. (New York)                 Subsisting - November 7, 2003
<PAGE>

                                                                     Exhibit D-2

                                                                     MACFARLANES

                                                               10 Norwich Street
                                                                 London EC4A 1BD
                                                         Tel +44 (0)20 7831 9222
                                                         Fax +44 (0)20 7831 9607
                                                            DX 138 Chancery Lane
                                                             www.macfarlanes.com

To each of the Lenders parties to the Credit Agreement
referred to below and to Citibank, N.A. as Agent

Our Ref     MHL/AZC/539576

Direct Line 020 7849 2539
E-mail      mary.leth@macfarlanes.com

13 November 2003

Dear Sirs

Omnicom Finance plc

1         Introduction

          We have acted as special  English  lawyers for Omnicom  Finance plc, a
          company  incorporated and existing under the laws of England and Wales
          ("OFP"),  in connection  with its  authorisation  of the execution and
          delivery   of  the   following   documents   (together,   the  "Credit
          Documents"):

1.1       the 364-Day Credit  Agreement  dated as of 13 November 2003 made among
          Omnicom Finance Inc., Omnicom Capital Inc. and OFP (collectively,  the
          "Borrowers"),  Omnicom  Group Inc. as Guarantor,  the initial  Lenders
          named therein, Citigroup Global Markets Inc. as lead arranger and book
          managerand Citibank, N.A. as Administrative Agent for the Lenders (the
          "Credit Agreement"); and

1.2       the Notes of OFP, if any, to be delivered  pursuant to Section 2.15(a)
          of the Credit Agreement.

          We have been asked by OFP to give you this opinion for the purposes of
          Section  3.01(h)(iv)  of  the  Credit  Agreement  and  we  have  taken
          instructions  in this regard solely from OFP. You should be aware that
          our sole  involvement  with this  transaction  has been in giving this
          opinion and we have not been involved in the negotiation of the Credit
          Documents or in any other aspect of the transaction.

          Terms defined in the Credit Agreement have the same meanings when used
          in this opinion.

2         English law opinion

          This  opinion  is limited  to  English  law as applied by the  English
          courts as at the date of this letter and is given on the basis that it
          will be governed by and construed in  accordance  with English law. We
          have made no investigation of the laws of any
<PAGE>

                                                                     MACFARLANES


          jurisdiction  other  than those of  England  and we do not  express or
          imply any opinion as to the laws of any jurisdiction  other than those
          of England. We express no opinion as to matters of fact.

3         Documents examined

          For  the  purpose  of this  opinion  we have  examined  the  following
          documents:

3.1       a copy  of the  Credit  Agreement  (including  the  Exhibits  thereto)
          bearing a  signature  on behalf of OFP which is stated  therein  to be
          that of one of the persons  identified in the certificate  referred to
          at paragraph 3.4 below as a Director of OFP;

3.2       a copy of the  certificate  given by OFP  pursuant to Section 3.01 (h)
          (ii) and (iii) of the Credit  Agreement and having  attached  thereto,
          inter alia:

3.2.1     copies of the certificate of incorporation and Memorandum and Articles
          of Association of OFP, each certified as true, complete and up-to-date
          as at the date hereof by a Director of OFP; and

3.2.2     a copy of the  minutes of a meeting of the Board of  Directors  of OFP
          held on 4  November  2003,  the  resolutions  set out in such  minutes
          having been  certified as true,  complete and still in force as at the
          date hereof by a Director of OFP; and

3.3       a further  certificate  addressed to us from a director of OFP, a copy
          of which is attached hereto (the "Certificate").

4         Enquiries made

          For the purpose of giving this opinion, we have:

4.1       made an oral enquiry by  telephone of the Central  Registry of Winding
          Up Petitions in respect of OFP on 11 November 2003; and

4.2       arranged  for a review of the  microfiche  relating to OFP kept at the
          Companies  Registration  Office in London and  obtained on 11 November
          2003.

          Except for the  documents  listed in paragraph 3 above and the matters
          referred to in this paragraph 4, we have not examined any contracts or
          other  documents  entered into by or affecting any party to the Credit
          Documents  nor any  corporate  records of OFP and we have not made any
          other enquiries or searches concerning OFP.

5         Assumptions

          In examining the documents referred to in paragraph 3 above, in making
          the  enquiries  referred  to in  paragraph  4 above and in giving this
          opinion we have assumed without further enquiry:


                                                                          Page 2
<PAGE>

                                                                     MACFARLANES


5.1       the  genuineness  of  all  signatures  and  seals  on  documents,  the
          conformity to the originals of all documents  supplied to us as copies
          and the authenticity of the originals of such documents;

5.2       that the  information  disclosed  by our oral  enquiry at the  Central
          Registry  of  Winding-up  Petitions  was then  accurate  and that such
          enquiry  did not fail to  disclose  any  matters  which it should have
          disclosed  and which are relevant for the purposes of this opinion and
          since the time of such  enquiry  there has been no  alteration  in the
          status  or  condition  of  OFP as  represented  by  the  Clerk  at the
          Registry;

5.3       that the file of  records  maintained  at the  Companies  Registration
          Office  concerning  OFP,  and  reproduced  on  microfiche  for  public
          inspection,  was complete,  accurate and up-to-date at the time of the
          review  referred to in paragraph  4.2 above and that there has been no
          alteration  in the status or  condition of OFP as  represented  by the
          microfiche;

5.4       that OFP has not passed a voluntary winding-up  resolution and that no
          petition  has  been  presented  to or  order  made by a court  for the
          winding-up  or   dissolution   of  OFP  or  the   appointment   of  an
          administrator  of OFP and that no receiver or  administrator  has been
          appointed  in respect  of OFP or any of its  assets  which in any such
          case has not been revealed by the enquiries referred to in paragraph 4
          above;

5.5       (in relation to  paragraph  6.7 only,  if  relevant)  that each of the
          parties to the Credit  Documents  (other than OFP) is in existence and
          has full corporate capacity,  right, power and authority to enter into
          and to  exercise  its rights and  perform  its  obligations  under the
          Credit Documents;

5.6       (in relation to paragraph 6.7 only,  if relevant)  that under the laws
          of  the  State  of  New  York,  USA,  each  of  the  Credit  Documents
          constitutes valid, legally binding and enforceable  obligations of the
          parties thereto, including OFP;

5.7       that any copies  certified  and all  documents  dated earlier than the
          date  of this  letter  on  which  we have  expressed  reliance  remain
          accurate,  complete  and in full  force and effect at the date of this
          letter;

5.8       that  there  are  no  provisions   of  the  laws  of  any   applicable
          jurisdiction  outside  England  which  would  be  contravened  by  the
          execution and delivery of the Credit  Documents  and that,  insofar as
          any  obligation  under the Credit  Documents is to be performed in any
          jurisdiction  outside England,  its performance will not be illegal or
          contrary to public policy by virtue of the laws of that jurisdiction;

5.9       the accuracy of the statements contained in the Certificate; and

5.10      (as regards our  opinions  in  paragraphs  6.5 and 6.6 below) that all
          Advances made to OFP pursuant to the Credit  Agreement will be made by
          persons  who are (i)  authorised  persons  (within  the meaning of the
          Financial Services and Markets Act 2000) who have permission to accept
          deposits or to effect or carry out  contracts  of  insurance,  or (ii)
          acting in the course of carrying on a business consisting wholly or to


                                                                          Page 3
<PAGE>

                                                                     MACFARLANES


          a significant extent of lending money, or (iii) otherwise described in
          paragraph  6(1)  of  the  Financial  Services  and  Markets  Act  2000
          (Regulated Activities) Order 2001.

6         Opinion

          Based  upon  and  subject  to  the  foregoing,   and  subject  to  the
          qualifications and reservations mentioned below and to any matters not
          disclosed to us, we are of the following opinion.

6.1       OFP (i) is duly  incorporated and validly existing as a public limited
          company  under the laws of England  and Wales;  (ii) has the power and
          authority  to own its property and assets and to transact the business
          in which it is engaged  (as such  property,  assets and  business  are
          described  in  the  Certificate);  and  (iii)  is not  required  to be
          qualified as a "foreign  corporation"  in order to do business  within
          England and Wales.

6.2       The enquiry and review referred to in paragraph 4 above did not reveal
          any  appointment   of,  or  resolution  or  petition  to  appoint,   a
          liquidator,  administrator or administrative  receiver of OFP, or that
          OFP is delinquent in filing its statutory annual directors' report and
          accounts,  or  any  notification  by the  Registrar  of  Companies  of
          intention to strike OFP's name off the Register of Companies.

6.3       OFP has the corporate power to execute,  deliver and perform the terms
          and  provisions  of  each  of the  Credit  Documents  to  which  it is
          expressed to be a party and to borrow under the Credit  Agreement  and
          has taken all necessary  corporate  action to authorise the execution,
          delivery and  performance  by it of each of such Credit  Documents and
          borrowing by it under the Credit Agreement.

6.4       OFP has  validly  executed  the Credit  Agreement.  When the Notes are
          signed  by one of the  Directors  of OFP,  such  Notes  will have been
          validly executed by OFP.

6.5       The execution, delivery and performance by OFP of the Credit Documents
          to which it is expressed to be a party,  the compliance by it with the
          terms and provisions  thereof and the borrowing by it under the Credit
          Agreement will not (i)  contravene any provision of any law,  statute,
          rule or  regulation of England and Wales or (ii) violate any provision
          of the  memorandum  and articles of association of OFP as currently in
          force.

6.6       Under English law, no order, consent, approval, licence, authorisation
          or  validation  of, or filing,  recording  or  registration  with,  or
          exemption  by, any  governmental  or public body or authority of or in
          England and Wales  (except such as have been obtained or made prior to
          the  date  hereof)  is  required  to  authorise,  or  is  required  in
          connection with, (i) the execution, delivery and performance by OFP of
          any Credit Document to which OFP is expressed to be a party,  (ii) the
          borrowing   by  OFP  under   the   Credit   Agreement   or  (iii)  the
          enforceability of any such Credit Document against OFP.

6.7       The English  courts would  recognize  and give effect to the choice of
          the laws of the State of New York,  USA, as the  governing  law of the
          Credit Documents.


                                                                          Page 4
<PAGE>

                                                                     MACFARLANES


6.8       The submission to the  jurisdiction  of the courts of the State of New
          York,  USA,  by OFP in the Credit  Documents  is within the  corporate
          powers of OFP and does not contravene any law of England.

6.9       A  judgment  rendered  by a court in the  United  States has no direct
          operation in England but may be enforceable by action or  counterclaim
          or be recognised by the English courts as a defence to an action or as
          conclusive  of an issue in an  action.  For a judgment  rendered  by a
          court in the United  States to be enforced  by the  English  courts it
          would be necessary to prove to the  satisfaction  of the English court
          that:-

          (i)       the United States court had jurisdiction;

          (ii)      the judgment is final and conclusive; and

          (iii)     the judgment is for a fixed sum.

          For a defendant to such an action to have a good defence,  it would be
          necessary for him to prove that:-

          (1)       the judgment was obtained by fraud; or

          (2)       the judgment is contrary to English public policy; or

          (3)       the judgment  involves the  enforcement  of foreign  public,
                    penal or revenue laws; or

          (4)       enforcement would be contrary to section 5 of the Protection
                    of  Trading   Interests   Act  1980  (which   prohibits  the
                    enforcement of judgments for multiple  damages and judgments
                    based  on a  provision  or  rule  of  law  specified  by the
                    Secretary of State as being  concerned with the  prohibition
                    or regulation of  anti-competitive  arrangements or with the
                    promotion of competition); or

          (5)       the judgment was obtained in a manner  contrary to the rules
                    of natural justice; or

          (6)       the judgment involves a matter  previously  determined by an
                    English court; or

          (7)       the United  States action was brought in breach of agreement
                    for settlement of disputes.

          The  question  of whether  enforcement  of a judgment  is  contrary to
          English public policy (see (2) above) depends on the  circumstances of
          the  transaction  as  a  whole  and  the  subsequent  conduct  of  the
          litigation in the United States and English proceedings. Solely on the
          basis of our  examination  of the documents  referred to in paragraphs
          3.1 to 3.3  (inclusive)  above,  we are not  aware of any  reason  why
          enforcement  of a judgment  to pay a sum of money due under the Credit
          Agreement would be contrary to English public policy as at the date of
          this letter.


                                                                          Page 5
<PAGE>

                                                                     MACFARLANES


7         Qualifications and reservations

          Our   opinion  is  subject  to  the   following   qualifications   and
          reservations.

7.1       We express no opinion on the effectiveness of any of the provisions of
          the Credit  Documents,  since the Credit Documents are governed by New
          York law.

7.2       The  obligations of OFP under the Credit  Documents will be subject to
          any  laws  from  time  to  time  in  effect  relating  to  insolvency,
          administration, bankruptcy, liquidation, reorganisation, moratorium or
          similar laws affecting  creditors'  rights generally and we express no
          opinion on such laws.

7.3       The enquiry at the Central Registry of Winding-up  Petitions  referred
          to in paragraph 4.1 above relates only to a compulsory  winding-up and
          is not conclusively  capable of revealing  whether or not a winding-up
          petition  in respect of a  compulsory  winding-up  has been  presented
          since details of the petition may not have been entered on the records
          of the Central Registry of Winding-up Petitions immediately or, in the
          case of a  petition  presented  to a County  Court,  may not have been
          notified to the Central  Registry  and entered on such records at all,
          and the  response  to an  enquiry  only  relates  to the period of six
          months prior to the date when the enquiry was made.

7.4       The  microfiche at the Companies  Registration  Office  referred to in
          paragraph 4.2 above is not conclusively  capable of revealing  whether
          or not certain events have  occurred,  including the  commencement  of
          winding up or the making of an administration order or the appointment
          of a receiver,  administrative receiver,  administrator or liquidator,
          as notice of these  matters  may not be filed  with the  Registrar  of
          Companies  immediately  and,  when  filed,  may not be  entered on the
          public microfiche of the relevant company immediately.

7.5       The choice of a  particular  law to govern an  agreement  or  document
          would not be recognised or upheld by the English  Courts if the choice
          of law was not bona  fide  and  legal or if  there  were  reasons  for
          avoiding the choice of law on the grounds of public policy. The choice
          of a particular law would not be upheld,  for example,  if it was made
          with the intention of evading the law of the  jurisdiction  with which
          the contract had its most  substantial  connection  and which,  in the
          absence of the chosen law, would have invalidated the contract or been
          inconsistent with it. We have not made any investigation into the bona
          fides of the parties to the Credit Documents; however we are not aware
          of any reason for an English Court to find that the choice of New York
          law to govern the Credit  Documents is not bona fide or not legal, nor
          are we aware of any  English  public  policy that would be violated by
          the  enforcement  of the Credit  Documents  in  accordance  with their
          respective terms.

7.6       We have not considered the  particular  circumstances  of any party to
          the Credit  Documents (save OFP to the extent expressly stated herein)
          or the effect of such particular circumstances on the Credit Documents
          or the transactions contemplated thereby.


                                                                          Page 6
<PAGE>

                                                                     MACFARLANES


7.7       English  courts can give  judgments in a currency  other than sterling
          if,  subject  to the  terms  of the  contract,  that  currency  is the
          currency which most fairly expresses the plaintiff's loss.

8         Reliance

          This opinion may be relied on solely by the  addressees and may not be
          regarded as  addressed  to or relied on by any other  person (save the
          addressees' successors and assigns) without our prior written consent.
          It is  strictly  limited  to the  matters  stated  herein and does not
          extend to, and is not to be read as extending by  implication  to, any
          other matter in connection with the Credit Documents.

Yours faithfully

/s/ Macfarlanes

Macfarlanes


                                                                          Page 7


<PAGE>
                              Omnicom Finance plc

Macfarlanes
10 Norwich Street
London
EC4A lBD

                                                                13 November 2003

Dear Sirs

I, Tony Phipkin, being a director of Omnicom Finance plc ("the Company"), hereby
certify as follows in  connection  with the legal opinion to be delivered by you
for the purposes of Section 3.0l(h)(iv) of the 364-Day Credit Agreement dated as
of the date of this Certificate made among Omnicom Finance Inc., Omnicom Capital
Inc. and the Company as Borrowers,  Omnicom Group Inc. as Guarantor, the initial
Lenders named therein,  Citigroup  Global Markets Inc. as lead arranger and book
manager and Citibank, N.A. as Agent for the Lenders (the "Credit Agreement"):

1     I  refer  to  the  Director's   Certificate  ("the  Closing  Certificate")
      delivered by Omnicom Finance plc pursuant to Section 3.01(h)(ii) and (iii)
      of the Credit  Agreement,  a copy of which has been  delivered to you with
      this  Certificate.  We hereby confirm to you that the matters certified by
      the Closing Certificate are true and correct.

2     I refer to the  Minutes of the  Meeting of the Board of  Directors  of the
      Company  held on 4th  November  2003, a copy of which is Appendix C to the
      Closing Certificate. I confirm that:

      (a)   at such meeting all constitutional,  statutory and other formalities
            were duly observed (including, if applicable,  those relating to the
            declaration  of  directors'  interests  or the  power of  interested
            directors to vote); and

      (b)   such  minutes  are a true  and  correct  record  of the  proceedings
            described therein.

3     To the  best of my  knowledge  and  belief,  no  order  has  been  made or
      resolution passed for the winding up of the Company,  no petition has been
      presented  for the  winding  up of the  Company  or for the  making  of an
      administration   order  in  respect  of  the  Company,  and  no  receiver,
      administrative  receiver or administrator has been appointed in respect of
      the Company or any part of its undertaking or assets.

4     The Company's  business as currently  conducted  consists of:  lending and
      advancing money to members of the group of companies  comprised by Omnicom
      Group Inc., its subsidiaries and affiliated entities; borrowing money from
      banks and other  institutions which carry on business mainly as lenders of
      money and/or from Omnicom Group Inc. and its other subsidiaries,  in order
      to finance such lending; group treasury transactions, including management
      of group currency and interest rate exposures;  and activities  related or
      incidental to the activities

         Omnicom Finance plc, 239 Old Marylebone Road, London NW1 5QT,
            Tel: +44 (0) 20 7298 7050 Fax: +44 (0) 20 7724 7873/8628
<PAGE>

      described above. The Company's assets consist wholly or mainly of cash and
      debts owed to the  Company  and its  profits  consist  wholly or mainly of
      interest income less interest and administrative expenses.

Yours faithfully

/s/ A. Phipkin
--------------
Director


                                       2


<PAGE>

                                                        Notice of Effective Date

                                                        November 13, 2003

Citibank, N.A., as agent for the
    lenders party to the Credit
    Agreement referred to below
Two Penns Way
New Castle, Delaware 19720
Attention: Bank Loans Syndications Department

Ladies and Gentlemen:

      Reference is made to the proposed  364-Day  Credit  Agreement by and among
Omnicom Finance Inc.,  Omnicom  Capital Inc., and Omnicom  Finance PLC,  Omnicom
Group; Inc., the banks,  financial  institutions and other institutional lenders
listed on the signature  pages thereof,  Citigroup  Global Markets Inc., as lead
arranger and book  manager,  and  Citibank,  N.A., as agent for the Lenders (the
"364-Day  Credit  Agreement").  Each  capitalized  term  used and not  otherwise
defined  herein  shell have the meaning  ascribed  to it in the  364-Day  Credit
Agreement.

      Pursuant to Section 3.01(e) of the 364-Day Credit  Agreement the Borrowers
hereby propose that November 13, 2003 be the Effective Date.

                                              Very truly yours,

                                        OMNICOM FINANCE INC.

                                        By: /s/ Dennis E. Hewitt
                                            ----------------------
                                            Name:  Dennis E. Hewitt
                                            Title: Treasurer
<PAGE>

                                        OMNICOM CAPITAL INC.

                                        By: /s/ Dennis E. Hewitt
                                            ----------------------
                                            Name:  Dennis E. Hewitt
                                            Title: President and Chief Executive
                                                   Officer

                                        OMNICOM FINANCE PLC

                                        By: /s/ Dennis E. Hewitt
                                            ----------------------
                                            Name:  Dennis E. Hewitt
                                            Title: Director

                                        By: /s/ Stephen Medhurst
                                            --------------------
                                            Name:
                                            Title:


                                      -2-


<PAGE>
                               OMNICOM GROUP INC.

                              Officer's Certificate
           Pursuant to Section 3.01(g) of the 364-Day Credit Agreement

      Each capitalized term used and not otherwise defined herein shall have the
meaning ascribed to it in the 364-Day Credit Agreement dated as of November 13,
2003 by and among Omnicom Finance Inc., Omnicom Capital Inc., and Omnicom
Finance PLC, Omnicom Group Inc., the banks, financial institutions and other
institutional lenders listed on the signature pages thereof, Citigroup Global
Markets. Inc., as lead arranger and book manager, and Citibank, N.A., as Agent
for the Lenders (the "364-Day Credit Agreement"). Pursuant to Section 3.01(g) of
the 364-Day Credit Agreement, the undersigned, Dennis E. Hewitt, in his capacity
as Treasurer of Omnicom Group Inc., DOES HEREBY CERTIFY as follows:

      1. The representations and warranties contained in Section 4.01 of the
364-Day Credit Agreement are correct on and as of the Effective Date; and

      2. No event has occurred and is continuing that constitutes a Default.

      IN WITNESS WHEREOF the undersigned has executed this Officer's Certificate
on behalf of Omnicom Group Inc. as of this 13th day of November, 2003.

                                                 OMNICOM GROUP INC.

                                                 By: /s/ Dennis E. Hewitt
                                                     -----------------------
                                                     Name:  Dennis E. Hewitt
                                                     Title: Treasurer


<PAGE>
                              OMNICOM FINANCE INC.

                             Secretary's Certificate

      Each capitalized term used and not otherwise defined herein shall have the
meaning ascribed to it in the 364-Day Credit Agreement dated as of November 13,
2003 by and among Omnicom Finance Inc. ("OFI"), Omnicom Capital Inc., Omnicom
Finance PLC, Omnicom Group Inc., the banks, financial institutions and other
institutional lenders listed on the signature pages thereof, Citigroup Global
Markets Inc., as lead arranger and book manager, and Citibank, N.A., as agent
for the Lenders (the "364-Day Credit Agreement"). The undersigned. Barry J.
Wagner, Secretary of OFI DOES HEREBY Certify as follows:

      1. The person named below has been duly elected or appointed, has duly
qualified and on April 15, 2002 was, and at all subsequent times to and
including the date hereof has been, an officer of OFI, holding the office below
set opposite his name, and the signature below set opposite his name is his
genuine signature:

            Name                 Office                 Signature
            ----                 ------                 ---------

      Dennis E. Hewitt          Treasurer          /s/ Dennis E. Hewitt
                                                   --------------------

      2. Attached hereto as Annex A is a true and correct copy of resolutions
duly adopted by the Board of Directors of FI on October 28, 2003 which
resolutions have not been amended, annulled, rescinded or revoked and are still
in full force and effect. Said resolutions have been filed with the minutes of
OFI.

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Secretary's
Certificate as of this 13th day of November, 2003.

                                                         /s/ Barry J. Wagner
                                                         ---------------------
                                                         Name:  Barry J. Wagner
                                                         Title: Secretary

      I, Dennis E. Hewitt, Treasurer of Omnicom Finance Inc., HEREBY CERTIFY
that Barry J. Wagner has been duly elected or appointed, has duly qualified, and
this day is the Secretary of said Company and that the signature above is his
genuine signature.

                WITNESS my hand as of this 13th day of November, 2003.

                                                         /s/ Dennis E. Hewitt
                                                         -----------------------
                                                         Name:  Dennis E. Hewitt
                                                         Title: Treasurer
<PAGE>

                                                                         Annex A

                       RESOLUTIONS OF OMNICOM FINANCE INC

RESOLVED, that the officers of Omnicom Finance Inc. (the "Corporation") be, and
each of them hereby is, authorized end directed to execute for and on behalf of
the Corporation and deliver to the appropriate party or parties the 364-Day
Credit Agreement dated as of November 13, 2003 by and among Omnicom Capital
Inc., the Corporation, Omnicom Finance PLC, Omnicom Group Inc., the banks,
financial institutions and other institutional lenders listed on the signature
pages thereof, Citigroup Global Markets Inc., as lead arranger and book manager
and Citibank, N.A. as agent for the Lenders (the "364-Day Credit Agreement") and
any amendments or extensions thereof; and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
on behalf of the Corporation to enter into an additional credit agreement or
agreements with a term of 364 days, upon termination of the 364-Day Credit
Agreement or otherwise, provided that (i) any such credit agreement or
agreements have terms and conditions substantially similar to the terms and
conditions of the 364-Day Credit Agreement, and (ii) the commitments by the
lenders to make loans and/or advances under all such credit agreements including
the 364-Day Credit Agreement, shall not exceed $1.8 billion in the aggregate;
and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
to do and perform all such further acts and things and to execute and deliver
all such further documents and instruments and to take all such further steps as
any one of them may deem to be necessary or advisable to carry out the purposes
and intent of the foregoing resolutions and to perform fully the provisions of
the documents referred to therein, the performance of any such further act or
thing and the execution of any such document or instrument by any of the
officers to be conclusive evidence that the same have been authorized and
approved in every respect; and it is

FURTHER RESOLVED, that the authority given hereunder shall be deemed retroactive
and any and all acts relating to the subject matter of the foregoing resolutions
performed prior to the adoption of these resolutions are hereby ratified and
approved.


<PAGE>

                              OMNICOM CAPITAL INC.

                             Secretary's Certificate

      Each capitalized term used and not otherwise defined herein shall have the
meaning ascribed to it in the 364-Day Credit Agreement dated as of November 13,
2003 by and among Omnicom Finance Inc., Omnicom Capital Inc. ("OCI") Omnicom
Finance PLC, Omnicom Group Inc., the banks, financial institutions and other
institutional lenders listed on the signature pages thereof, Citigroup Global
Markets Inc., as lead arranger and book manager, and Citibank, N.A., as agent
for the Lenders (the "364-Day Credit Agreement"). The undersigned, Barry J.
Wagner, Secretary of OCI, DOES HEREBY CERTIFY as follows:

      1. The person named below has been duly elected or appointed, has duly
qualified and on April 15,2002 was, and at all subsequent times to and including
the date hereof has been, an officer of OCI, holding the office below set
opposite his name, and the signature below set opposite his name is his genuine
signature:

            Name                    Office                     Signature
            ----                    ------                     ---------

      Dennis E. Hewitt   President and Chief Executive   /s/ Dennis E. Hewitt
                                    Officer              --------------------

      2. Attached hereto as Annex A is a true and correct copy of resolutions
duly adopted by the Board of Directors of OCI on October 28,2003, which
resolutions have not been amended, annulled, rescinded or revoked and are still
in full force and effect. Said resolutions have been filed with the minutes of
OCI.
<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Secretary's
Certificate as of this 13th day of November, 2003.

                                    /s/ Barry J. Wagner
                                    --------------------------------------------
                                    Name:  Barry J. Wagner
                                    Title: Secretary

      I, Dennis E. Hewitt, President and Chief Executive Officer of Omnicom
Capital Inc., HEREBY CERTIFY that Barry J. Wagner has been duly elected or
appointed, has duly qualified, and this day is the Secretary of said Company and
that the signature above is his genuine signature.

      WITNESS my hand as of this 13th day of November, 2003.

                                    /s/ Dennis E. Hewitt
                                    --------------------------------------------
                                    Name:  Dennis E. Hewitt
                                    Title: President and Chief Executive Officer
<PAGE>

                                                                         Annex A

                       RESOLUTIONS OF OMNICOM CAPITAL INC.

RESOLVED, that the officers of Omnicom Capital Inc. (the "Corporation") be, and
each of them hereby is, authorized and directed to execute for and on behalf of
the Corporation and deliver to the appropriate party or parties the 364-Day
Credit Agreement dated as of November 13, 2003 by and among Omnicom Finance
Inc., the Corporation, and Omnicom Finance PLC, Omnicom Group Inc., the banks,
financial institutions and other institutional lenders listed on the signature
pages thereof, Citigroup Global Markets Inc., as lead arranger and book manager
and Citibank, N.A. as agent for the Lenders (the "364-Day Credit Agreement") and
any amendments or extensions thereof; and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
on behalf of the Corporation to enter into an additional credit agreement or
agreements with a term of 364 days, upon termination of the 364-Day Credit
Agreement or otherwise, provided that (i) any such credit agreement or
agreements have terms and conditions substantially similar to the terms and
conditions of the 364-Day Credit Agreement, and (ii) the commitments by the
lenders to make loans and/or advances under all such credit agreements including
the 364-Day Credit Agreement, shall not exceed $1.8 billion in the aggregate;
and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
to do and perform all such further acts and things and to execute and deliver
all such further documents and instruments and to take all such further steps as
any one of them may deem to be necessary or advisable to carry out the purposes
and intent of the foregoing resolutions and to perform fully the provisions of
the documents referred to therein, the performance of any such further act or
thing and the execution of any such document or instrument by any of the
officers to be conclusive evidence that the same have been authorized and
approved in every respect; and it is

FURTHER RESOLVED, that the authority given hereunder shall be deemed retroactive
and any and all acts relating to the subject matter of the foregoing resolutions
performed prior to the adoption of these resolutions are hereby ratified and
approved.


<PAGE>

                               OMNICOM GROUP INC.

                             Secretary's Certificate

      Each capitalized term used and not otherwise defined herein shall have the
meaning ascribed to it in the 364-Day Credit Agreement dated as of November 13,
2003 by and among Omnicom Finance Inc., Omnicom Capital Inc., Omnicom Finance
PLC, Omnicom Group Inc. ("OGI"), the banks, financial institutions and other
institutional lenders listed on the signature pages thereof, Citigroup Global
Markets Inc., as lead arranger and book manager, and Citibank, N.A., as agent
for the Lenders (the "364-Day Credit Agreement"). The undersigned, Barry J.
Wagner, Secretary of OGI, DOES HEREBY CERTIFY as follows:

      I. The person named below has been duly elected or appointed, has duly
qualified and on April 15, 2002 was, and at all subsequent times to and
including the date hereof has been, an officer of OGI, holding the office below
set opposite his name, and the signature below set opposite his name is his
genuine signature:

          Name                     Office                   Signature
          ----                     ------                   ---------
    Dennis E. Hewitt   President and Chief Executive   /s/ Dennis E. Hewitt
                                  Officer              --------------------

      2. Attached hereto as Annex A is a true and correct copy of resolutions
duly adopted by the Board of Directors of OGI on October 28, 2003, which
resolutions have not been amended, annulled, rescinded or revoked and are still
in full force and effect. Said resolutions have been filed with the minutes of
OGI.
<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Secretary's
Certificate as of this 13th day of November, 2003.

                                                         /s/ Barry J. Wagner
                                                         -----------------------
                                                         Name:  Barry J. Wagner
                                                         Title: Secretary

      I, Dennis E. Hewitt, Treasurer of Omnicom Group Inc., HEREBY CERTIFY that
Barry J. Wagner has been duly elected or appointed, has duly qualified, and this
day is the Secretary of said Company and that the signature above is his genuine
signature.

                WITNESS my hand as of this 13th day of November, 2003.

                                                         /s/ Dennis E. Hewitt
                                                         -----------------------
                                                         Name:  Dennis E. Hewitt
                                                         Title: Treasurer
<PAGE>

                                                                         Annex A

                        RESOLUTIONS OF OMNICOM GROUP INC.

RESOLVED, that the officers of Omnicom Group Inc. (the "Corporation") be, and
each of them hereby is, authorized and directed to execute for and on behalf of
the Corporation and deliver to the appropriate party or parties the 364-Day
Credit Agreement dated as of November 13, 2003 by and among Omnicom Finance
Inc., Omnicom Capital Inc., and Omnicom Finance PLC, the Corporation, the banks,
financial institutions and other institutional lenders listed on the signature
pages thereof, Citigroup Global Markets. Inc., as lead arranger and book manager
and Citibank, N.A. as agent for the Lenders (the "364-Day Credit Agreement") and
any amendments or extensions thereof; and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
on behalf of the Corporation to enter into an additional credit agreement or
agreements with a term of 364 days, upon termination of the 364-Day Credit
Agreement or otherwise provided that (i) any such credit agreement or agreements
have terms and conditions substantially similar to the terms and conditions of
the 364-Day Credit Agreement, and (ii) the commitments by the lenders to make
loans and/or advances under all such credit agreements, including the 364-Day
Credit Agreement, shall not exceed $1.8 billion in the aggregate; and it is

FURTHER RESOLVED, that the officers be, and each of them hereby is, authorized
to do and perform all such further acts and things and to execute and deliver
all such further documents and instruments and to take all such further steps as
any one of them any deem to be necessary or advisable to carry out the purposes
and intent of the foregoing resolutions and to perform fully the provisions of
the documents referred to therein, the performance of any such further act or
thing and the execution of any such document or instrument by any of the
officers to be conclusive evidence that the same have been authorized and
approved in every respect; and it is

FURTHER RESOLVED, that the authority given hereunder shall be deemed retroactive
and any and all acts relating to the subject matter of the foregoing resolutions
performed prior to the adoption of these resolutions are hereby ratified and
approved.


<PAGE>

                               OMNICOM FINANCE Plc

                             Director's Certificate

I, the undersigned.  a Director of Omnicom Finance Plc. a company  organised and
existing under the laws of England and Wales  ("Omnicom  Plc") DO HEREBY CERTIFY
that

1.    This Certificate is furnished pursuant to Section 3.01(h)(ii) and (iii) of
      the  364-Day  Credit  Agreement,  dated as of 13  November  2003,  between
      Omnicom Finance Inc.,  Omnicom Capital Inc. and Omnicom Plc (collectively,
      the  "Borrowers")  the  financial  institutions  expressed  to be  parties
      thereto (the  "Lenders"),  Citigroup  Global Markets Inc. as Lead Arranger
      and Book Manager and Citibank, N.A., as Agent for the Lenders (the "Credit
      Agreement").  Unless otherwise  defined herein  capitalised  terms used in
      this Certificate  have the meanings  assigned to those terms in the Credit
      Agreement.

2.    The persons  named in the  attached  Appendix A have been duly  elected or
      appointed  as,  and at all times on and since  4th  November  2003 (to and
      including the date hereof) have been Directors and/or Secretary of Omnicom
      Plc, holding the respective  offices therein set opposite their names, and
      the  signatures  therein  set  opposite  their  names  are  their  genuine
      signatures.

3.    Attached  hereto  Appendix B is a true and correct copy of the  Memorandum
      and  Articles of  Association  of Omnicom Plc as in effect on 4th November
      2003,  and at all times since that date to and  including  the date hereof
      without  amendment,  including every  resolution or agreement  required by
      Section 380 of the Companies Act 1985 to be embodied in or annexed to such
      Articles.

4.    There is set out in Appendix C attached  hereto a true and correct copy of
      resolutions  duly  adopted by the Board of  Directors  of Omnicom Plc at a
      meeting on 4th November 2003 of which notice was duly given and at which a
      quorum was present and acting throughout,  which resolutions have not been
      invoked,  modified, amended and are still in full force and effect. Except
      as attached hereto as Appendix C, no resolutions  have been adopted by the
      Board of Directors of Omnicom Plc which deal with the execution,  delivery
      or performance of any of the Credit Documents.

 IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of November 2003.

                                                         OMNICOM FINANCE Plc

                                                         /s/ Tony Phipkin
                                                         -------------------
                                                         Name:  Tony Phipkin
                                                         Title: Director
<PAGE>

I, the  undersigned  the Company  Secretary  of OMNICOM  FINANCE  Plc, DO HEREBY
CERTIFY that:

1     Tony Phipkin ("the  Director") is a duly elected or appointed  Director of
      Omnicom Finance Plc and the signature above is his genuine signature.

2     The certifications made by the Director in items 2, 3 and 4 above are true
      and correct.

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of November 2003.

                                                        OMNICOM FINANCE Plc

                                                        /s/ Sally-Ann Bray
                                                        ------------------------
                                                        Name:  Sally-Ann Bray
                                                        Title: Company Secretary
<PAGE>

                                                   APPENDIX "A"
                                                   Named Directors and Secretary

Name                          Office               Signature


Dennis Hewitt                 Director             /s/ Dennis Hewitt
                                                   -----------------------------

Anthony Phipkin               Director             /s/ Anthony Phipkin
                                                   -----------------------------

Suzanne Loney                 Director             /s/ Suzanne Loney
                                                   -----------------------------

Stephen Medhurst              Director             /s/ Stephen Medhurst
                                                   -----------------------------

Patricia Munday               Director             /s/ Patricia Munday
                                                   -----------------------------

Nicholas Roach                Director             /s/ Nicholas Roach
                                                   -----------------------------

Sally Ann Bray                Secretary            /s/ Sally Ann Bray
                                                   -----------------------------
<PAGE>

                                                   APPENDIX "B"
                                                   Memorandum and Articles
<PAGE>

                         THE COMPANIES ACTS 1948 TO 1989

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                            MEMORANDUM OF ASSOCIATION

                      (As modified by a Special Resolution
                           passed on 25th June 1999)

                                       and

                           NEW ARTICLES OF ASSOCIATION

                        (Adopted by a Special Resolution
                            passed on 25th June 1999)

                                       of

                               Omnicom Finance plc

                  (Registered in England and Wales No. 1064095)

                                                  ---------------------------
                                                  CERTIFICATE OF AUTHENTICITY
                                                  LONDON, the 4th day of
                                                          November 2003

                                                          /s/ Sally-Ann Bray
                                                                SECRETARY
                                                  ---------------------------
<PAGE>

                         THE COMPANIES ACTS 1948 TO 1989

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                            MEMORANDUM OF ASSOCIATION

                      (As modified by a Special Resolution
                            passed on 25th June 1999)

                                       of

                               Omnicom Finance pit

1           The name of the Company is Omnicom Finance plc.*

2           The Company is to be a public company

3           The Registered  Office of the Company will be situate in England and
            Wales.

4           The objects for which the Company is established are:

      (a)   (i)   To carry  on  business  as  financial  planners,  consultants,
                  brokers and  advisers,  and to act as bankers and generally to
                  transact  financial  business  of every  description  with any
                  person,  firm  or  company  and to  control, manage,  finance,
                  subsidise,  co-ordinate  or  otherwise  assist any  company or
                  companies  and in  particular  (but  without  prejudice to the
                  generality of the  foregoing)  any  subsidiary of the Company,
                  any holding company of the Company, any subsidiary of any such
                  holding company and any other company in which the Company has
                  a direct or indirect financial interest, to provide financial,
                  administrative,  technical,  commercial and other services and
                  facilities  of all kinds for any such company or companies and
                  to make payments,  and any other  arrangements  which may seem
                  desirable  with respect to any business or  operations  of, or
                  generally with respect to, any such company or companies; and

            (ii)  to lend and  advance  money or give  credit  on  any terms and
                  with or  without  security  to any  person,  firm  or  company
                  (including   without   prejudice  to  the  generality  of  the
                  foregoing any holding company, subsidiary or fellow subsidiary
                  of,  or any other  company  associated  in any way  with,  the
                  Company), to enter into guarantees, contracts of indemnity and
                  suretyships of all kinds,  to receive money on deposit or loan
                  upon any

--------------------------------------------------------------------------------
*     The  Company  was  incorporated  on 3 August  1972 in the name of Attitude
      Investigation and Management (AIM) Limited

      The name of the  Company  was  changed on 12 June 1979 to  Promotion  Plus
      Limited

      The name of the  Company  was  changed on 11  February  1982 to DDB Europa
      Limited

      The name of the Company was changed on 19 February 1990 to Omnicom Finance
      Limited

      The name of the Company was changed on 1 July 1999 to Omnicom Finance plc

<PAGE>

            terms,  and to secure or  guarantee in any manner and upon any terms
            the  payment  of  any  sum  of  money  or  the  performance  of  any
            obligations  by any  person,  firm  or  company  (including  without
            prejudice  to the  generality  of the  foregoing  any  such  holding
            company,  subsidiary,  fellow  subsidiary or  associated  company as
            aforesaid).

      (b)   To carry on any other business,  whether manufacturing or otherwise,
            which may seem to the Company capable of being conveniently  carried
            on in  connection  with the  above  businesses  or any of  them,  or
            calculated,  directly or  indirectly,  to further or facilitate  the
            objects of the  Company,  or to enhance  the value of or render more
            profitable any of the Company's property.

      (e)   To adopt such means of making known the businesses or any of them or
            the products of the Company as may seem expedient, and in particular
            by  advertising  in  the  Press,  by  circulars,   by  purchase  and
            exhibition of works of art or interest,  by publication in books and
            periodicals,  and by granting prizes, rewards and donations,  and to
            carry on and conduct prize and competition  schemes or any scheme or
            arrangement  of any kind  either  alone or in  conjunction  with any
            other person,  firm or company,  whereby the above businesses or any
            of them may be  promoted  or  developed,  or whereby  the  Company's
            products may be more extensively advertised and made known.

      (d)   To purchase, take on lease or in exchange, hire or otherwise acquire
            and hold for any estate or interest any lands, buildings, easements,
            rights, privileges,  concessions,  patents, patent rights, licences,
            secret processes, machinery, plant, stock-in-trade,  and any real or
            personal  property  of any  kind  necessary  or  convenient  for the
            purpose  of or in  connection  with the  Company's  business  or any
            branch or department thereof.

      (e)   To  buy,  sell,  hire,  manufacture,  repair,  let on  hire,  alter,
            improve,  treat and deal in all apparatus,  machines,  materials and
            articles  of all  kinds  which  are  capable  of being  used for the
            purposes of the Company's  businesses or any of them or likely to be
            used by the customers of any such businesses.

      (f)   To enter into any  arrangement  with any governments or authorities,
            supreme,  municipal,  local or  otherwise,  of any  country,  and to
            obtain from any such government or authority 11 rights,  concessions
            and privileges  that may seem conducive to the Company's  objects or
            any of them.

      (g)   To borrow and raise money in any manner and to secure the  repayment
            of any money borrowed, raised or owing by mortgage, charge, standard
            security,  lien or other  security upon the whole or any part of the
            Company's property or assets (whether present or future),  including
            its  uncalled  capital,  and  also by a  similar  mortgage,  charge,
            standard  security,  lien or  security to secure and  guarantee  the
            performance  by the Company of any  obligation  or  liability it may
            undertake or which may become binding on it.

      (h)   To mortgage  and charge the  undertaking  and all or any of the real
            and personal  property and assets,  present or future and all or any
            of the uncalled  capital for the time being of the  Company,  and to
            issue at par or at a premium or discount, and for such consideration
            and with such rights,  powers and  privileges as may be thought fit,
            debentures,  mortgage  debentures  or  debenture  stock,  payable to
            bearer


                                       2
<PAGE>

            or  otherwise,  and either  permanent or redeemable or repayable and
            collaterally or further to secure any securities of the Company by a
            trust deed or other assurance.

      (i)   To issue and deposit any  securities  which the Company has power to
            issue by way of  mortgage  to secure  any sum less than the  nominal
            mount  of  such  securities,  and  also by way of  security  for the
            performance of any contracts or obligations of the Company or of its
            customers or other persons or corporations  having dealings with the
            Company  or in whose  businesses  or  undertakings  the  Company  is
            interested, whether directly or indirectly.

      (j)   To receive  money on deposit or loan upon such terms as the  Company
            may approve,  and to guarantee the  obligations and contracts of any
            person, firm or company.

      (k)   To make  advances to such persons with or without  security and upon
            such terms as may seem expedient.

      (l)   To  establish  and  maintain  or  procure  the   establishment   and
            maintenance  of any  non-contributory  or  contributory  pension  or
            superannuation  schemes  or funds for the  benefit of and to give or
            procure the giving of donations, gratuities, pensions, allowances or
            emoluments  to any  persons  who  are or  were  at any  time  in the
            employment  or service of the Company,  or of any company which is a
            subsidiary  of the  Company or is allied to or  associated  with the
            Company or with any such subsidiary  company,  or who are or were at
            any time  directors  or officers of the Company or of any such other
            company as aforesaid, or any persons in whose welfare the Company or
            any  such  other  company  as  aforesaid  is or has been at any time
            interested,  and the wives,  widows,  families and dependents of any
            such  persons,  and also to establish  and subsidise or subscribe to
            any institutions,  associations, clubs or funds calculated to be for
            the benefit of or to advance the  interests  and  well-being  of the
            Company or of any such other  company as  aforesaid,  or of any such
            persons  as  aforesaid,  and to make  payments  for or  towards  the
            insurance  of any such  persons as  aforesaid,  and to  subscribe or
            guarantee  money for  charitable  or  benevolent  objects or for any
            exhibition or for any public,  general or useful  object,  and to do
            any of the matters aforesaid either alone or in conjunction with any
            such other company as aforesaid.

      (m)   To draw,  make,  accept,  endorse,  negotiate,  discount and execute
            promissory   notes,   bills  of   exchange   and  ether   negotiable
            instruments.

      (n)   To invest and deal with the moneys of the  Company  not  immediately
            required  for the purposes of the business of the Company in or upon
            such  investments  or securities and in such manner as may from time
            to time be determined.

      (o)   To pay for any property,  or rights acquired by the Company,  either
            in cash or fully or partly paid-up shares, with or without preferred
            or deferred or guaranteed rights in respect of dividend or repayment
            of capital or otherwise,  or by any securities which the Company has
            power to issue,  or partly in one mode and  partly in  another,  and
            generally on such terms as may seem expedient.

      (p)   To accept  payment  for any  property  or rights  sold or  otherwise
            disposed  of or  dealt  with by the  Company,  either  in  cash,  by
            instalments  or otherwise,  or in fully or partly  paid-up shares of
            any company or corporation, with or without deferred or


                                        3

<PAGE>

            preferred or  guaranteed  rights in respect of dividend or repayment
            of capital or otherwise,  or in debentures or mortgage debentures or
            debenture  stock,  mortgages or other  securities  of any company or
            corporation,  or  partly  in one mode and  partly  in  another,  and
            generally on such terms as may seem  expedient and to hold,  dispose
            of or  otherwise  deal  with  any  shares,  stock or  securities  so
            acquired.

      (q)   To  enter  into  any  partnership  or  joint-purse   arrangement  or
            arrangement for sharing profits,  union of interests or co-operation
            with any company,  firm or person  carrying on or proposing to carry
            on any business  within the objects of this Company,  and to acquire
            and hold, sell, deal with or dispose of shares,  stock or securities
            of any such company,  and to guarantee the contracts or  liabilities
            of or the  payment  of the  dividends,  interest  or  capital of any
            shares,  stock or securities of and to subsidise or otherwise assist
            any such company.

      (r)   To establish or promote or concur in  establishing  or promoting any
            other company whose objects shall include the acquisition and taking
            over of all or any of the assets or  liabilities of or the promotion
            of which shall be in any manner  calculated  to advance  directly or
            indirectly  the objects or interests of the Company,  and to acquire
            and hold or dispose of shares,  stock or securities of and guarantee
            the  payment of the  dividends,  interest  or capital of any shares,
            stock or securities  issued by or any other  obligations of any such
            company.

      (s)   To purchase or otherwise  acquire and  undertake  all or any part of
            the business, property,  liabilities and transactions of any person,
            firm or company  carrying  on any  business  which  this  Company is
            authorised to carry on, or the carrying on of which is calculated to
            benefit  this Company or to advance its  interests,  or possessed of
            any property suitable for the purpose of the Company.

      (t)   To sell, improve, manage, develop, turn to account, exchange, let on
            rent,  royalty,  share  of  profits  or  otherwise  grant  licences,
            easements and other rights in or over,  and in any other manner deal
            with or dispose of the  undertaking  and all or any of the  property
            and assets for the time being of the Company for such  consideration
            as may be deemed fit.

      (u)   To  amalgamate  with any other  company whose objects are or include
            objects  similar  to  those  of  this  Company,  whether  by sale or
            purchase  (for fully or partly  paid-up  shares or otherwise) of the
            undertaking  subject  to the  liabilities  of this or any other such
            company  as  aforesaid  with  or  without  winding-up  or by sale or
            purchase (for fully or partly paid-up shares or otherwise) of all or
            a  controlling  interest in the shares or stock of this or any other
            such company as aforesaid, or by partnership,  or any arrangement of
            the nature of partnership, or in any other manner.

      (v)   To pay out of the  funds  of the  Company  all  expenses  which  the
            Company  may  lawfully  pay  of  or  incidental  to  the  formation,
            registration  and  advertisings  of or raising money for the Company
            and the issue of its capital including brokerage and commissions for
            obtaining  applications  for or  taking,  placing  or  under-writing
            shares,  debentures or debenture  stock, and to apply at the cost of
            the Company to Parliament for any extension of the Company's powers.

      (w)   To  distribute  among the  Members  in specie  any  property  of the
            Company,  or any proceeds of sale or disposal of any property of the
            Company, but so that no


                                        4

<PAGE>

            distribution amounting to a reduction of capital be made except with
            the sanction (if any) for the time being required by law.

      (x)   To do all or any of the above things in any parts of the world,  and
            either as principals,  agents,  trustees,  contractors or otherwise,
            end either alone or in  conjunction  with  others,  and either by or
            through agents, sub-contractors, trustees or otherwise.

      (y)   To do all such other  things as are  incidental  or conducive to the
            above objects or any of them.

      AND   so that:

      (1)   None of the objects set forth in any  paragraph of this Clause shall
            be restrictively  construed but the widest  interpretation  shall be
            given to each such object,  and none of such objects  shall,  except
            where the context  expressly so  requires,  be in any way limited or
            restricted  by reference  to or  inference  from any other object or
            objects set forth in such paragraph, or by reference to or inference
            from  the  terms  of any  other  paragraph  of  this  Clause,  or by
            reference to or inference from the name of the Company.

      (2)   None of the paragraph of this Clause and none of the objects therein
            specified  shall be deemed  subsidiary  or  ancillary  to any of the
            objects specified in any other such paragraph, and the Company shall
            have as full a power to  exercise  each and every one of the objects
            specified  in each  paragraph  of this  Clause as  though  each such
            paragraph contained the objects of a separate Company.

      (3)   The word "company" in this Clause; except where used in reference to
            the  Company,  shall be deemed to include any  partnership  or other
            body of persons,  whether incorporated or unincorporated and whether
            domiciled in the United Kingdom or elsewhere.

5           The liability of the Members is limited.

6           The Share  Capital of the Company  is(pound)25,000,000  divided into
            25,000,000 ordinary Shares of(pound)1 each.

--------------------------------------------------------------------------------
*     The share  capital of the Company  was  increased  on 17 December  1997 to
      (pound)25,000,000   from   (pound)1,000  by  the  creation  of  24,999,000
      additional ordinary shares of (pound)1 each


                                        5
<PAGE>

                        THE COMPANIES ACTS 1983 AND 1989.

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

                        PUBLIC COMPANY LIMITED BY SHARES

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

                           NEW ARTICLES OF ASSOCIATION

                        (Adopted by a Special Resolution
                            passed on 25th June 1999)

                                       of

                               Omnicom Finance plc

                                  INTRODUCTORY

1.1   The  Regulations  contained or  incorporated in Table A in the Schedule to
      The Companies (Tables A to F) Regulations 1985 as amended by The Companies
      (Tables A to F) Amendment  Regulations 1925 (hereinafter called "Table A")
      shall apply to the Company, save insofar as they are varied or excluded by
      or are inconsistent with the following Articles.

1.2   In  Regulation  1 of Table A, the words "and in  Articles  of  Association
      adjoining the same" shall be inserted after the word  "regulations" in the
      last  paragraph of that  Regulation and the sentence "Any reference to any
      statutory  provision  shall be deemed to include a  reference  to each and
      every  statutory  amendment.  modification,   re-enactment  and  extension
      thereof for the time being in force"  shall be inserted at the end of that
      Regulation.

1.3   Regulations 40,73 to 77 (inclusive),  80, 90, 94 to 98 (inclusive) and 118
      of Table A shall not apply to the Company

2     In these Articles, the expression "the Controlling  Shareholder" means the
      registered  holder  for the time  being of more  than one half in  nominal
      value  of the  issued  ordinary  share  capital  of the  Company  and  the
      expression "the Nominee" means any person holding shares in the Company as
      nominee or otherwise on trust, for the Controlling Shareholder.

                                  SHARE CAPITAL

3     The share  capital  of the  Company  is at the date of  adoption  of these
      Articles is  (pound)25,000,000  divided into  25,000,000  Ordinary  Shares
      of(pound)1 each.

4.1   No share or beneficial  interest in a share shall be issued or allotted to
      any person  other than the  Controlling  Shareholder  or some other person
      expressly approved by the Controlling  Shareholder in writing, but subject
      to that all the  unissued  shares for the time being in the capital of the
      Company shall be at the disposal of the

<PAGE>

      Directors who may allot,  grant options over or otherwise  dispose of them
      to such  persons,  at such times and on such terms and  conditions as they
      think proper,  subject to Section 80 of the Act and provided that no share
      shall be issued at a discount.

4.2   The Directors are  authorised,  for the purposes of Section 80 of the Act,
      to allot and issue relevant  securities (as defined in Section 80(2)of the
      Act) up to an aggregate nominal value of (pound)5,916,902.  This authority
      shall expire on the day  preceding  the fifth  anniversary  of the date of
      adoption of these Articles,  unless previously revoked,  renewed or varied
      by the Company in general meeting.

4.3   The Directors  shall be entitled,  pursuant to the authority  conferred by
      Article 4.2, or any renewal or variation of such authority, to make at any
      time  prior to its  expiry  any offer or  agreement  which  would or might
      require relevant  securities to be allotted after such expiry and to allot
      relevant securities pursuant to any such offer or agreement.

4.4   In  accordance  with Section 95(1) of the Act; the Directors are empowered
      to allot  equity  securities  (as  defined  in  Section  94(2) of the Act)
      pursuant to the authority conferred by Articles 4.2 and 4.3, as if Section
      89(1) of the Act did not apply to such allotment.

                               TRANSFER OF SHARES

5.1   The Directors  may, in their  absolute  discretion  and without giving any
      reason, refuse to register the transfer of any share in the capital of the
      Company,  whether  fully or partly paid save that the  Directors  shall be
      obliged to  register  any  transfer  of shares  made to or by, or with the
      express written consent of the Controlling  Shareholder,  or made pursuant
      to Article 5.2. In its application to the Company Regulation 24 of Table A
      shall be modified by the deletion of the first sentence.

5.2   The Controlling Shareholder may at any time by notice given to the Nominee
      at the registered  address of the Nominee shown in the Register of Members
      of the  Company  require  the  Nominee  to  transfer  all  or  any  shares
      registered in his name to any other person  specified in the notice for no
      consideration, If the Nominee shall fail, within 48 hours after service of
      the  notice,  to  transfer  the  shares in  question,  the  Directors  may
      authorise  any  person to  execute  on behalf of and as  attorney  for the
      Nominee any  necessary  instrument of transfer and shall cause the name of
      the  transferee  to be entered in the Register as the holder of the shares
      in  question.  After the name of the  transferee  has been  entered in the
      Register  in  purported  exercise  of these  powers,  the  validity of the
      proceedings shall not be questioned by any person.

                                GENERAL MEETINGS

6     No business shall be transacted at any general  meeting unless a quorum of
      members is present at the time when the meeting proceeds to business.  One
      member holding more than one half in nominal value of the issued  ordinary
      share  capital of the  Company for the time being and present in person or
      by proxy or  representative  shall constitute a quorum and shall be deemed
      for this purpose to  constitute a valid  meeting but,  save in such a case
      two  members  present in person or by proxy or  representative  shall be a
      quorum.


                                        2
<PAGE>

                                    DIRECTORS

7     The Controlling Shareholder shall have the right at any time and from time
      to time to appoint one or more  persons to be a Director or  Directors  of
      the Company.  Any such appointment  shall be effected by notice in writing
      to  the  Company  by  the  Controlling  Shareholder  and  the  Controlling
      Shareholder  may in like  manner at any time and from time to time  remove
      from office any Director  (whether or not  appointed by him or it pursuant
      to this Article).

8     In its  application  to the  Company,  Regulation  65 of  Table A shall be
      modified  by the  deletion of the words  "approved  by  resolution  of the
      Directors and".

9.1   In its  application  to the  Company,  Regulation  78 of  Table A shall be
      modified by the  deletion  of the words "...  and may also  determine  the
      rotation in which any additional Directors are to retire".

9.2   In its  application  to the  Company,  Regulation  79 of  Table A shall be
      modified by the deletion of the second and third sentences.

9.3   In its  application  to the  Company,  Regulation  84 of  Table A shall be
      modified by the deletion of the third and final sentences.

10    In its  application  to the  Company,  Regulation  81 of  Table A shall be
      modified by the  deletion of  paragraph  (e) and the  substitution  of the
      following paragraphs-

      "(e)  he is removed from office under the  provisions  of Article 8 of the
            Company's Articles of Association."

                            PROCEEDINGS OF DIRECTORS

11    The  continuing   Directors  or  a  sole   continuing   Director  may  act
      notwithstanding any vacancies in their number.

12    A  Director  may vote at a meeting  of the  Directors,  and form part of a
      quorum present at that meeting, in relation to any matter in which he has,
      directly or indirectly,  an interest or duty which  conflicts or which may
      conflict  with  the  interests  of  the  Company,  provided  that  he  has
      previously disclosed the nature of such duty or interest to the Directors.
      The  provisions  of  Regulation  386 of  Table A shall  be  taken to apply
      equally to any disclosure to be made under the provisions of this Article.

                             EXECUTION OF DOCUMENTS

13    In its  application  to the  Company,  Regulation  101 of Table A shall be
      modified by the addition of the following sentence:-

      "Any instrument  expressed to be executed by the Company and signed by two
      Directors  or one  Director  and the  Secretary  by the  authority  of the
      Directors or of a committee  authorised by the Directors  shall (to extent
      permitted by the Act) have effect as if executed by affixing the seal."


                                       3
<PAGE>

                                    INDEMNITY

14    Subject to section 310 of the Act:

14.1  every  Director or other  officer of the  Company  shall be entitled to be
      indemnified  out of the  assets  of the  Company  against  all  losses  or
      liabilities which he may sustain or incur in or about the execution of the
      duties of his office or otherwise in relation to his office, including any
      liability  incurred by him in defending any proceedings,  whether civil or
      criminal,  in which  judgment  is given  in his  favour  or in which he is
      acquitted or in connection with any  application  under Section 144 or 727
      of the Act in which relief is granted to him by the Court, and no Director
      or other officer shall be liable for any loss,  damage or misfortune which
      may happen to or be incurred by the Company in the execution of the duties
      of his office or otherwise in relation to his office;

l4.2  The Company may purchase and maintain  insurance  for any such Director or
      other  officer  against any  liability  which by virtue of any rule of law
      would  otherwise  attach to him in  respect  of any  negligence,  default,
      breach of duty or beach of trust of which he may be guilty in  relation to
      the Company.

                            TELEPHONE BOARD MEETINGS

15    Any Director who  participates in the proceedings of a meeting by means of
      a communication  device (including a telephone) which allows all the other
      Directors present at such meeting (whether in person or by alternate or by
      means of such type of  communication  device)  to hear at all  times  such
      Director  and such  Director  to bear at all  times  all  other  Directors
      present at such meeting  (whether in person or by alternate or by means of
      such type of  communication  device) shall be deemed to be present at such
      meeting and shall be counted when reckoning a quorum.


                                       4
<PAGE>

                               OMNICOM FINANCE PLC

                         SHAREHOLDERS WRITTEN RESOLUTION

We, Omnicom Management Europe Limited, being the only member of the above named
company, for the time being, entitled to attend and vote at general meetings,
hereby pass the following resolution as a Special Resolution and agree that the
said resolution shall, pursuant to Regulation 53 of Table A, be as valid and as
effective as if the same had been passed at a General Meeting of the Company,
duly convened and held:

THAT the authorised share capital of the Company be and is hereby increased by
an additional 140,500,000 Ordinary shares of (pound)1 each.

/s/ Sue Loney                                      29/7/03
-------------                                      -------
Signed:                                            Dated
On behalf of
Omnicom Management Europe Limited

<PAGE>

                                                   APPENDIX "C"
                                                   Directors' Resolutions
<PAGE>

                                  APPENDIX "C"
                             Directors' Resolutions

Extract from the Minutes of the Board Meeting of Directors  held on 4th November
2003.

2           Credit Agreements

2.1         The  Chairman  explained  that the  purpose  of the  Meeting  was to
            consider and, if thought fit, approve the documentation  relating to
            a group credit facility agreement.

2.2         In  this   connection,   there  was  produced  to  the  Meeting  for
            consideration  by the  Directors a draft  364-Day  Credit  Agreement
            proposed to be entered into between  Omnicom  Finance Inc.  ("OFI"),
            Omnicom  Capital  Inc.  ("OCI")  and the Company as  Borrowers  (I);
            Omnicom Group Inc.  ("Omnicom") as Guarantor (2): certain  financial
            institutions  as Lender.  (3);  Citigroup  Global  Markets;  Inc. as
            Arranger  and Book  Manager  (4);  and  Citibank,  N.A. as Agent (5)
            relating to  facilities  of up to US  $1,200,000,000,  together with
            Exhibits thereto (the "364- Day Credit Agreement"):

2.3         After due  consideration  of the  364-Day  Credit  Agreement  IT WAS
            RESOLVED that:

2.3.1       The 364-Day Credit Agreement  (including in particular,  but without
            liquidation,  the form of the Notes as defined  therein),  be and is
            hereby  approved,  subject to such amendments or additions as may be
            approved pursuant to paragraph 2.3.2 below;

2.3.2       each and any of the Directors and Secretary of the Company be and is
            hereby authorised,  for and on behalf of the Company, to approve any
            amendments  or  additions  to the draft form of the  364-Day  Credit
            Agreement  produced  to the  Meeting,  or either of them as any such
            Director or the Secretary in his or her absolute  discretion  thinks
            appropriate  and to execute and deliver on behalf of the Company the
            final  version  of the  364-Day  Credit  Agreement,  the Notes to be
            executed  thereunder and any other documents required to be executed
            and/or  delivered  by the Company  pursuant  to the  364-Day  Credit
            Agreement.

2.3.3       each and any of the  Directors  and Secretary of the Company (or, in
            the case of execution of any document  expressed to be executed as a
            Deed or  executed  under the  common  seal of the  Company,  any two
            Directors  and/or any Director and the  Secretary)  be and is hereby
            authorised  for  and on  behalf  of the  Company  to  enter  into an
            additional  credit  agreement or agreements with a term of 364 days,
            upon  termination  of the 364-Day  Credit  Agreement  or  otherwise,
            provided  that:  (i) any such credit  agreement or  agreements  have
            terms  and  conditions   substantially  similar  to  the  terms  and
            conditions of the 364-Day Agreement, and (ii) the commitments by the
            lenders  to  make  loans  and/or  advances  under  all  such  credit
            agreements, including the 364-Day Credit Agreement, shall not exceed
            $1.8 billion in the aggregate;

2.3.4       each and any of the  Directors  and Secretary of the Company (or, in
            the case of execution of any document  expressed to be executed as a
            Deed or  executed  under the  common  seal of the  Company,  any two
            Directors  and/or any Director and the  Secretary)  be and is hereby
            authorised  for and on behalf of the  Company to  execute,  sign and
            deliver such further documents and take such further actions as


<PAGE>

            any such Director or the Secretary in his or her absolute discretion
            deems necessary or appropriate in order to fulfill the  requirements
            of the  364-Day  Credit  Agreement  and  carry  out  borrowings  and
            issuances  of Notes  by the  Company  thereunder,  or  otherwise  in
            connection  with the 364-Day Credit  Agreement and the  transactions
            contemplated thereby."

I certify that the above is a true extract of the minutes.

                                                               /s/ A. Phipkin
                                                               -----------------
                                                                        Director

                                                               4th November 2003


                                       2


<PAGE>

                                              Opinion of Shearman & Sterling LLP

                             SHEARMAN & STERLING LLP

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                                                                      DUSSELDORF
                                                                       FRANKFURT
                                                                       HONG KONG
                                                                          LONDON
WRITER'S DIRECT NUMBER          November 13, 2003                       MANNHEIM
                                                                      MENLO PARK
                                                                          MUNICH
                                                                        NEW YORK
To the Initial Lenders party to the                                        PARIS
    Credit Agreement referred to                                            ROME
    below and to Citibank, N.A.                                    SAN FRANCISCO
    as Agent                                                           SINGAPORE
                                                                           TOKYO
                                                                         TORONTO
Ladies and Gentlemen:                                           WASHINGTON, D.C.

      We have acted as special New York counsel to Citibank,  N.A., as Agent, in
connection  with the  preparation,  execution and delivery of the 364-Day Credit
Agreement dated as of November 13, 2003 (the "Credit Agreement"),  among Omnicom
Finance Inc., a Delaware corporation ("OFI") Omnicom Capital Inc., a Connecticut
corporation ("OCI"), and Omnicom Finance plc, a corporation  organized under the
laws of England and Wales  ("OFP";  OFI, OCI and OFP are each a  "Borrower"  and
collectively, the "Borrowers"),  Omnicom Group Inc., a New York corporation (the
"Guarantor":  the  Borrowers  and the  Guarantor  are  collectively,  the  "Loan
Parties"),  and each of you (each a "Lender").  Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein defined.

      In that connection, we have examined a counterpart of the Credit Agreement
executed  by the Loan  Parties  and the  Notes  executed  by the  Borrowers  and
delivered on the date hereof (for purposes of this opinion letter,  the "Notes")
and, to the extent relevant to our opinion  expressed below, the other documents
delivered by the Loan Parties pursuant to Section 3.01 of the Credit Agreement.

      In our  examination  of the  Credit  Agreement  the Notes  and such  other
documents,  we  have  assumed,  without  independent  investigation  (a) the due
execution  and delivery of the Credit  Agreement by all parties  thereto and the
Notes  by the  Borrowers,  (b)  the  genuineness  of  all  signatures,  (a)  the
authenticity  of the  originals  of the  documents  submitted  to us and (d) the
conformity to originals of any documents submitted to us as copies.

      In addition, we have assumed, without independent investigation,  that (i)
each Loan Party is duly  organized  and validly  existing  under the laws of the
jurisdiction of its organization and has full power and authority (corporate and
otherwise) to execute, deliver and perform the Credit Agreement and, in the case
of the Borrowers, the Notes, and (ii) the execution, delivery and performance by
each Loan Party of the Credit Agreement and the Notes by the Borrowers have been
duly authorized by all necessary action  (corporate or otherwise) and do not (A)
contravene  the  certificate  of  incorporation,  bylaws  or  other  constituent
documents of any Loan Party,  (B)  conflict  with or result in the breach of any
document or  instrument  binding on any Loan Party or (C) violate or require any
governmental or regulatory  authorization or other action under any law, rule or
regulation applicable to any Loan Party other than New York law or United States
federal law  applicable to borrowers and guarantors  generally or,  assuming the
correctness of the Guarantor's statements made as representations and warranties
in Section  4.01(c) of the Credit  Agreement,  applicable to any Loan Party.  We
have also  assumed  that the Credit  Agreement  is the legal,  valid and binding
obligation of each Lender,  enforceable  against such Lender in accordance  with
its terms.

   Shearman & Sterling LLP is a limited liability partnership organized in the
   United States under the laws of the state of Delaware, which laws limit the
                        personal liability of partners.

<PAGE>

      Based upon the foregoing  examination  and assumptions and upon such other
investigation as we have deemed necessary and subject to the  qualifications set
forth below, we are of the opinion that the Credit Agreement is the legal, valid
and binding  obligation of each Loan Party,  and the Notes are the legal,  valid
and binding obligations of each Borrower, enforceable against such Loan Party in
accordance with their respective terms.

      Our opinion above is subject to the following qualifications:

            (i) Our  opinion  above is subject  to the effect of any  applicable
      bankruptcy,  insolvency (including,  without limitation, all laws relating
      to  fraudulent  transfers),  reorganization,  moratorium  or  similar  law
      affecting creditors' rights generally,

            (ii) Our  opinion  above is also  subject  to the  effect of general
      principles  of  equity,   including  (without   limitation)   concepts  of
      materiality,  reasonableness,  good faith and fair dealing  (regardless of
      whether considered in a proceeding in equity or it law).

            (iii)  We  express  no  opinion  as to  the  enforceability  of  the
      indemnification  provisions  set  forth  in  Section  9.04  of the  Credit
      Agreement to the extent  enforcement  thereof is contrary to public policy
      regarding the  exculpation of criminal  violations,  intentional  harm and
      acts of willful or gross negligence or recklessness.

            (iv) Our  opinion  above is  limited  to the law of the State of New
      York and the  federal  law of the United  States of America  and we do not
      express any opinion herein  concerning any other law. Without limiting the
      generality of the foregoing, we express no opinion as to the effect of the
      law of a jurisdiction  other than the State of New York wherein any Lender
      may be located or wherein  enforcement  of the Credit  Agreement or any of
      the  Notes  may be  sought  that  limits  the  rates of  interest  legally
      chargeable or collectible.

      A copy of this opinion letter may be delivered by any of you to any Person
that becomes a Lender in accordance with the provisions of the Credit  Agreement
Any such  Lender  may rely on the  opinion  expressed  above as if this  opinion
letter were addressed and delivered to such Lender on the date hereof.

      This  opinion  letter  speaks  only as of the date  hereof.  We  expressly
disclaim any  responsibility  to advise you or any other Lender who is permitted
to rely on the  opinion  expressed  herein as  specified  in the next  preceding
paragraph of any development or circumstance of any kind including any change of
law or fact that may occur  alter the date of this  opinion  letter  even though
such development,  circumstance or change may affect the legal analysis, a legal
conclusion or any other matter set forth in or relating to this opinion  letter.
Accordingly,  any Lender  relying on this opinion letter at any time should seek
advice of its counsel as to the proper  application  of this  opinion  letter at
such time.

                                                     Very truly yours,

                                                     /s/ Shearman & Sterling LLP

WEH:SLH