Exhibit 10.2

                            364-DAY CREDIT AGREEMENT

                          Dated as of November 14, 2002

      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,  SALOMON  SMITH BARNEY INC.,  as lead  arranger  and book  manager,  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>

--------------------------------------------------------------------------------
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 8,
2002 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 13, 2003, 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, 2002, 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;  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, 2001.

            (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,  counsel for
            the Agent, in form and substance satisfactory to the Agent.

            (i) The Borrowers  shall have terminated the commitments and paid in
      full all Debt, interest, fees and other amounts outstanding, under (x) the
      364-Day Credit  Agreement  dated as of April 25, 2002 among the Borrowers,
      the lenders  parties thereto and Citibank,  as agent,  and (y) the Amended
      and  Restated  Five Year Credit  Agreement  dated as of May 10,  1996,  as
      amended,  among the Borrowers,  the lenders  parties  thereto and ABN AMRO
      Bank N.V.,  as agent,  and each of the  Lenders  that is a party to either
      such credit agreement hereby waives, upon the execution of this Agreement,
      any  requirement  of  prior  notice  relating  to the  termination  of the
      commitments thereunder.


                                       22
<PAGE>

      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):

            (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.


                                       23
<PAGE>

            (e)  The  Consolidated  balance  sheet  of  the  Guarantor  and  its
      Subsidiaries  as at  December  31,  2001,  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 Arthur
      Andersen LLP, independent public accountants, and the Consolidated balance
      sheet of the Guarantor and its  Subsidiaries  as at June 30, 2002, 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, 2002, and said  statements of income and cash
      flows for the six months then ended,  to year-end audit  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,  2001,  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.


                                       24
<PAGE>

            (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.

            (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


                                       25
<PAGE>

            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
            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,


                                       26
<PAGE>

                  (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 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,


                                       27
<PAGE>

                  (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,

                  (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 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.


                                       28
<PAGE>

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

            (a) 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


                                       29
<PAGE>

      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

            (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.


                                       30
<PAGE>

      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 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


                                       31
<PAGE>

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.

            (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,  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:


                                       32
<PAGE>

            (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  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


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<PAGE>

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  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


                                       34
<PAGE>

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  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.  Sub-Agent.  The Sub-Agent  has been  designated  under this
Agreement to carry out duties of the Agent.  The  Sub-Agent  shall be subject to
each of the obligations in this Agreement to be performed by the Sub-Agent,  and
each of the  Borrowers  and the  Lenders  agrees  that  the  Sub-Agent  shall be
entitled  to  exercise  each of the rights and shall be  entitled to each of the
benefits of the Agent under this  Agreement as relate to the  performance of its
obligations hereunder.

      SECTION 8.08. 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. All notices and other communications  provided
for hereunder shall be in writing  (including  telecopier,  telegraphic or telex
communication) and mailed, telecopied,  telegraphed, telexed or delivered, 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.


                                       35
<PAGE>

      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.

      (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.


                                       36
<PAGE>

      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
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


                                       37
<PAGE>

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  (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


                                       38
<PAGE>

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.

      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  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.


                                       39
<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:  Director & 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/ Barry J. Wagner
                                             ----------------------------------
                                              Title: Director

                                          OMNICOM GROUP INC., as Guarantor

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

                                          CITIBANK, N.A., as Agent

                                          By /s/ Julio Ojea Quintana
                                             ----------------------------------
                                              Title:  Director


                                       40
<PAGE>

                                 Initial Lenders

Commitment

$135,000,000                              CITIBANK, N.A.

                                          By /s/ Julio Ojea Quintana
                                             ----------------------------------
                                             Title: Director

$110,000,000                              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

$75,000,000                               WACHOVIA BANK, NATIONAL ASSOCIATION

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

$70,000,000                               BARCLAYS BANK PLC

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

$60,000,000                               SAN PAOLO IMI S.P.A.

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

                                          By /s/ Robert Wurster
                                             ----------------------------------
                                             Title: Senior Vice President

$60,000,000                               SOCIETE GENERALE

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

$50,000,000                               ABN AMRO BANK N.V.

                                          By /s/ Frances Logan
                                             ----------------------------------
                                             Title: Senior Vice President

                                          By /s/ David Carrington
                                             ----------------------------------
                                             Title: GroupVice President

$50,000,000                               FLEET NATIONAL BANK

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


                                       41
<PAGE>

$50,000,000                               SUMITOMO MITSUI BANKING CORPORATION

                                          By /s/ Leo E. Pagarigan
                                             ----------------------------------
                                             Title:  Senior Vice President

$45,000,000                               PNC BANK, N.A.

                                          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/ L. Ruckstuhl
                                             ----------------------------------
                                             Title: Director

$30,000,000                               BANCO BILBAO VIZCAYA ARGENTARIA

                                          By /s/ Hector O. Villegas
                                             ----------------------------------
                                             Title: Vice President

                                          By /s/ Erich Michel
                                             ----------------------------------
                                             Title: Vice President

$30,000,000                               THE NORTHERN TRUST COMPANY

                                          By /s/ Russell Rockenbach
                                             ----------------------------------
                                             Title:  Vice President

$25,000,000                               ALLIED IRISH BANKS, PLC

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

$25,000,000                               BANCA POPOLARE DI BERGAMO

                                          By /s/ Ricardo Sora
                                             ----------------------------------
                                             Title: Deputy General Manager

                                          By /s/ Gianmario Petro
                                             ----------------------------------
                                             Title: Senior Vice President

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

                                          By /s/ John Franceschi
                                             ----------------------------------
                                             Title: Vice President


                                       42
<PAGE>

$20,000,000                               WELLS FARGO BANK

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


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


                                       43
<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.
-----------------------------------------------------------------------------------------------------------------
Allied Irish Banks, PLC
-----------------------------------------------------------------------------------------------------------------
Banca Popolare di Bergamo
-----------------------------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya Argentaria
-----------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia
-----------------------------------------------------------------------------------------------------------------
Barclays Bank plc
-----------------------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------------
Firstar Bank, N.A.
-----------------------------------------------------------------------------------------------------------------
Fleet National Bank
-----------------------------------------------------------------------------------------------------------------
HSBC Bank USA                                 Attn:  Marie Bax                      Attn:  Marie Bax
                                              T:  716 841-5668                      T:  716 841-5668
                                              F:  716 841-0269                      F:  716 841-0269
-----------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank
-----------------------------------------------------------------------------------------------------------------
The Northern Trust Company
-----------------------------------------------------------------------------------------------------------------
PNC Bank, N.A.                                Attn:  April Atwater                  Attn:  April Atwater
                                              T:  412 768-6214                      T:  412 768-6214
                                              F:  412 768-4586                      F:  412 768-4586
-----------------------------------------------------------------------------------------------------------------
San Paolo 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
-----------------------------------------------------------------------------------------------------------------
Societe Generale
-----------------------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation
-----------------------------------------------------------------------------------------------------------------
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                              Attn:  Cindy Dunn                     Attn:  Cindy Dunn
                                              T:  415 477-5431                      T:  415 477-5431
                                              F:  415 979-0675                      F:  415 979-0675
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                SCHEDULE 3.01(b)

                              DISCLOSED LITIGATION

      On June 13, 2002, a lawsuit was filed against  Omnicom Group Inc.  ("OGI")
and certain of OGI's  senior  executives  in the federal  court in the  Southern
District of New York on behalf of a purported  class of purchasers of OGI common
shares during the period April 25, 2000 to June 11, 2002. The  executives  named
as defendants are OGI's  chairman,  chief  executive  officer,  chief  financial
officer and controller.  The complaint alleges,  among other things,  that OGI's
press  releases  and SEC  reports  during the  alleged  class  period  contained
materially  false  and  misleading  statements  or  omitted  to  state  material
information  relating  to (1) OGI's  calculation  of the  organic  component  of
period-to-period  revenue growth, (2) the formation of Seneca Investments LLC in
May 2001, and (3) the characterization of acquisition payments and the existence
and amount of OGI's future obligations in respect of acquisitions. The complaint
seeks an  unspecified  amount of money  damages plus  attorneys'  fees and other
costs.  Ten other  complaints were  subsequently  filed in the same court,  each
making similar  allegations and  referencing  the same class period.  All of the
cases are at a preliminary stage.

      In addition to the proceedings  described above, a shareholder  derivative
action was filed on June 28,  2002 in New York 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
attorneys' fees and other costs.

                  The case names and numbers are as follows:

                  1) Fisher v. Omnicom Group Inc., No. 02-CV-4483

                  2) Black v. Omnicom Group Inc., No. 02-CV-4681

                  3) Brody v. Omnicom Group Inc., No. 02-CV-4696

                  4) Hoffman v. Omnicom Group Inc., No 02-CV-4697

                  5) Kaminski v. Omnicom Group Inc., No. 02-CV-4878

                  6) Garren v. Omnicom Group Inc., No. 02-CV-4912

                  7) Lehan v. Omnicom Group Inc., No. 02-CV-4975

                  8) Kim v. Omnicom Group Inc., No. 02-CV-4976

                  9) Glynn v. Omnicom Group Inc., No. 02-CV-5096

                  10) Mirken v. Omnicom Group Inc., No. 02-CV-5106

                  11) Sorrentino v. Omnicom Group Inc., No. 02 Civ. 6311

                  12) Guttman v. Omnicom Group Inc., No. 02 Civ. 6445

<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 Brodeur                         Citizens Leasing Corp            662,295
                                    CIT Group                        467,651
                                    Bankgroup                        366,200         1,496,146

DAS Case Dunlap                     De Lage Lander Financial          15,985            15,985

DAS Fleishman-Hillard               JTA Capital  Leases                9,532             9,532

DAS Gavin Anderson                  NEC Leasing                       33,007
                                    OBC Bank                          24,698
                                    Bank of Tokyo Mitsubishi         616,050
                                    Daimler Chrysler                  19,614           693,369

DAS GPC Domestic                    JTA Capital  Leases               29,850            29,850

DAS Grizzard                        Xerox                            135,989
                                    IBM Credit Corp.                 355,816           491,805

  DAS Matthews Media Group Inc.     NTFC Capital                      21,150
                                    Phone Lease                       37,841            58,991

  DAS MarketStar                    Lucent                            78,400
                                    First Security                    85,777
                                    AT&T                              31,167           195,344

  DAS National In-Store             Advanta                           38,808
                                    Chesterfield                      21,519
                                    USBancorp                         80,918
                                    LPI                               45,691           186,936

  DAS Russ Reid                     Water Factory Systems              2,026             2,026

DAS Interbrand Corp.                Key Equipment Finance            493,379
                                    Ford Motor Credit                 32,883           526,262

DAS U30 Group                       Dryad                             28,809            28,809

OMG ICON*                           JPMorgan Chase                 1,348,598         1,348,598

OMG Novus Print Media               Integris                          70,298            70,298
                                                                  ----------        ----------
                   TOTAL                                          $5,153,951        $5,153,951
                                                                  ==========        ==========
</TABLE>

      In addition,  Omnicom Capital Inc. has indebtedness  outstanding under its
commercial paper program in the amount of $701,000,000 and indebtedness having a
maturity of one year or less with commercial banks in the amount of $50,000,000.
Omnicom  Finance  PLC has  $30,000,000  of  indebtedness  outstanding  under its
commercial paper program.

      Omnicom Finance PLC also has  indebtedness  outstanding  under the Amended
and Restated  Credit  Agreement  dated as of May 10, 1996,  and as  subsequently
amended  from  time  to  time,   among  the  Borrowers  and  certain   financial
institutions.

--------
* This debt is unsecured. All other obligations are capital leases.


                                       2
<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 14, 2002
among the Borrowers referred to therein (including the undersigned),  the Lender
and certain other lenders  parties  thereto,  Salomon Smith Barney Inc., as lead
arranger and book manager,  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:


                                       3
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

--------------------------------------------------------------------------------
                                  Amount of
   Date          Amount of     Principal Paid    Unpaid Principal     Notation
                  Advance        or Prepaid          Balance           Made By
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                                       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  14, 2002 (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,  Salomon Smith Barney Inc., as lead arranger and book
manager,  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 14,
2002 (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),  Salomon  Smith Barney Inc.,  as lead  arranger and book
manager,  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,  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
<PAGE>

      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:

                                               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 - FORM OF
                                                     OPINION OF NEW YORK COUNSEL
                                                               FOR THE BORROWERS


                                [Effective Date]

To each of the Lenders parties
  to the 364-Day Credit Agreement dated
  as of November 14, 2002
  among Omnicom Finance Inc.,
  Omnicom Capital Inc. and Omnicom
  Finance plc, (the "Borrowers"),
  said Lenders and Citibank, N.A.,
  as Agent for said Lenders, and
  to Citibank, N.A., as Agent


       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  _______________,  2002  (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,
Salomon  Smith Barney Inc.,  as lead  arranger and book  manager,  and Citibank,
N.A.,  as  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.

            (2) The documents  furnished by the Loan Parties pursuant to Article
      III of the Credit Agreement.

            (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
      _______________,  2002, attesting to the continued corporate existence and
      good standing of OFI in that State as of the date thereof.

<PAGE>

            (6) A certificate  of the Secretary of State of  Connecticut,  dated
      _____________,  2002,  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
      ________________, 2002, 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:  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 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

<PAGE>

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  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  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

<PAGE>

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 Administrative 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 special
counsel to 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,

<PAGE>

                                                                         ANNEX I

                                                   Type and Date of
      Name and Jurisdiction                   Certificate in Jurisdiction
        of Incorporation                           of Incorporation
----------------------------------         ----------------------------------

Omnicom Finance Inc. (Delaware)            Good Standing - ____________, 2002
Omnicom Capital Inc. (Connecticut)         Legal Existence -___________, 2002
Omnicom Group Inc. (New York)              Subsisting - ____________, 2002

<PAGE>


                                                           EXHIBIT D-2 - FORM OF
                                                              OPINION OF ENGLISH
                                                                 COUNSEL FOR OFP

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

Our Ref       MHL/539576

      November 2002


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 November 2002 made among Omnicom
      Finance   Inc.,   Omnicom   Capital  Inc.  and  OFP   (collectively,   the
      "Borrowers"),  Omnicom Group Inc. as Guarantor,  the initial Lenders named
      therein,  Salomon  Smith Barney Inc. as lead arranger and book manager and
      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 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.

<PAGE>

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

3.3   a copy of the minutes of a meeting of the Board of  Directors  of OFP held
      on 7 November  2002, 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

3.4   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 2002; 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 2002.

      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:

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;

<PAGE>

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 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

<PAGE>

      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.

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

<PAGE>

      (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.

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>

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

Macfarlanes

<PAGE>

                                                                  EXECUTION COPY





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


                            364-DAY CREDIT AGREEMENT

                          Dated as of November 14, 2002

                                      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

                            SALOMON SMITH BARNEY INC.

                        as Lead Arranger and Book Manager

                                       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                23

         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                                     29

ARTICLE VII

         SECTION 7.01.  Guaranty                                              30

         SECTION 7.02.  Guaranty Absolute                                     31

         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.  Sub-Agent                                             35

         SECTION 8.08.  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                                  40

<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