INTERPUBLIC GROUP OF COMPANIES INC
FIVE-YEAR CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>16
<FILENAME>0016.txt
<DESCRIPTION>FIVE-YEAR CREDIT AGREEMENT
<TEXT>

                                                                   Exhibit 10(c)


                                                                  EXECUTION COPY

                                U.S. $375,000,000

                           FIVE-YEAR CREDIT AGREEMENT

                            Dated as of June 27, 2000

                                      Among

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                   As Company
                                   -- -------

                        THE INITIAL LENDERS NAMED HEREIN

                               As Initial Lenders
                               -- ---------------

                                 CITIBANK, N.A.

                             as Administrative Agent
                             -- -------------- -----

                            SALOMON SMITH BARNEY INC.

                        as Lead Arranger and Book Manager
                        -- ---- -------- --- ------------

                  BANK ONE, NA, SUNTRUST BANK and HSBC BANK USA

                                 as Co-arrangers
                                 -- ------------

                                  BANK ONE, NA

                             As Documentation Agent
                             -- ------------- -----

                                       and

                                  SUNTRUST BANK

                              As Syndication Agent
                              -- ----------- -----


<PAGE>


                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                                   1

         SECTION 1.01.  Certain Defined Terms                                1
                        ---------------------

         SECTION 1.02.  Computation of Time Periods                          11
                        ---------------------------

         SECTION 1.03.  Accounting Terms                                     11
                        ----------------

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES                                 11

         SECTION 2.01.  The Revolving Credit Advances                        11
                        -----------------------------

         SECTION 2.02.  Making the Revolving Credit Advances                 11
                        ------------------------------------

         SECTION 2.03.  The Competitive Bid Advances                         13
                        ----------------------------

         SECTION 2.04.  Fees                                                 17
                        ----

         SECTION 2.05.  Optional Termination or Reduction                    17
                        ---------------------------------
                        of the Commitments
                        ------------------

         SECTION 2.06.  Repayment of Revolving Credit Advances               17
                        --------------------------------------

         SECTION 2.07.  Interest On Revolving Credit Advances                17
                        -------------------------------------

         SECTION 2.08.  Interest Rate Determination                          18
                        ---------------------------

         SECTION 2.09.  Optional Conversion of Revolving Credit Advances     19
                        ------------------------------------------------

         SECTION 2.10.  Prepayments of Revolving Credit Advances             19
                        ----------------------------------------

         SECTION 2.11.  Increased Costs                                      20
                        ---------------

         SECTION 2.12.  Illegality                                           20
                        ----------

         SECTION 2.13.  Payments and Computations                            21
                        -------------------------

         SECTION 2.14.  Taxes                                                21
                        -----

         SECTION 2.15.  Sharing of Payments, Etc.                            23
                        ------------------------
<PAGE>
         SECTION 2.16.  Evidence of Debt                                     23
                        ----------------

         SECTION 2.17.  Use of Proceeds                                      24
                        ---------------

         SECTION 2.18.  Extension of Termination Date                        24
                        -----------------------------

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING                          25

         SECTION 3.01.  Conditions Precedent to Effectiveness
                        of Sections 2.01 and 2.03                            25

         SECTION 3.02.  Initial Advance to Each Designated Subsidiary        27
                        ---------------------------------------------

         SECTION 3.03.  Conditions Precedent to Each Revolving Credit
                        Borrowing and Extension Date                         27

         SECTION 3.04.  Conditions Precedent to Each                         28
                        ----------------------------
                        Competitive Bid Borrowing
                        -------------------------

         SECTION 3.05.  Determinations Under Section 3.01 and 3.02           28
                        ------------------------------------------

ARTICLE IV REPRESENTATIONS AND WARRANTIES                                    28

         SECTION 4.01.  Representations and Warranties of the Company        28
                        ---------------------------------------------

ARTICLE V COVENANTS OF THE COMPANY                                           30

         SECTION 5.01.  Affirmative Covenants                                30
                        ---------------------

         SECTION 5.02.  Negative Covenants                                   32
                        ------------------

         SECTION 5.03.  Financial Covenants                                  34
                        -------------------

ARTICLE VI EVENTS OF DEFAULT                                                 34

         SECTION 6.01.  Events of Default                                    34
                        -----------------

ARTICLE VII GUARANTY                                                         36

         7.01.  Guaranty                                                     36
                --------

         7.02.  Guaranty Absolute                                            36
                -----------------

         7.03.  Waivers and Acknowledgments                                  37
                ---------------------------

         7.04.  Subrogation                                                  38
                -----------
<PAGE>
         7.05.  Continuing Guaranty; Assignments                             38
                --------------------------------

ARTICLE VIII THE AGENT                                                       38

         SECTION 8.01.  Authorization and Action                             38
                        ------------------------

         SECTION 8.02.  Agent's Reliance, Etc.                               39
                        ---------------------

         SECTION 8.03.  Citibank and Affiliates                              39
                        -----------------------

         SECTION 8.04.  Lender Credit Decision                               39
                        ----------------------

         SECTION 8.05.  Indemnification                                      39
                        ---------------

         SECTION 8.06.  Successor Agent                                      40
                        ---------------

         SECTION 8.07.  Sub-agent                                            40
                        ---------

         SECTION 8.08.  Other Agents.                                        40
                        -------------

ARTICLE IX MISCELLANEOUS                                                     40

         SECTION 9.01.  Amendments, Etc.                                     40
                        ---------------

         SECTION 9.02.  Notices, Etc.                                        40
                        ------------

         SECTION 9.03.  No Waiver; Remedies                                  41
                        -------------------

         SECTION 9.04.  Costs and Expenses                                   41
                        ------------------

         SECTION 9.05.  Right of Set-off                                     42
                        ----------------

         SECTION 9.06.  Binding Effect                                       42
                        --------------

         SECTION 9.07.  Assignments and Participations                       42
                        ------------------------------

         SECTION 9.08.  Confidentiality                                      44
                        ---------------

         SECTION 9.09.  Designated Subsidiaries                              45
                        -----------------------

         SECTION 9.10.  Governing Law                                        45
                        -------------

         SECTION 9.11.  Execution in Counterparts                            45
                        -------------------------
<PAGE>
         SECTION 9.12.  Judgment                                             45
                        --------

         SECTION 9.13.  Jurisdiction, Etc.                                   45
                        -----------------

         SECTION 9.14.  Substitution of Currency                             46
                        ------------------------

         SECTION 9.15.  Waiver of Jury Trial                                 47
                        --------------------




SCHEDULES
---------

Schedule I - List of Applicable Lending Offices

Schedule 3.01(h) - Bilateral Credit Agreements

EXHIBITS
--------

Exhibit A-1     -   Form of Revolving Credit Note

Exhibit A-2     -   Form of Competitive Bid Note

Exhibit B-1     -   Form of Notice of Revolving Credit Borrowing

Exhibit B-2     -   Form of Notice of Competitive Bid Borrowing

Exhibit C       -   Form of Assignment and Acceptance

Exhibit D       -   Form of Opinion of Counsel for the Company

Exhibit E       -    Form of Designation Agreement

<PAGE>

                           FIVE-YEAR CREDIT AGREEMENT

                            Dated as of June 27, 2000

                  THE   INTERPUBLIC   GROUP  OF  COMPANIES,   INC.,  a  Delaware
corporation  (the  "COMPANY"),  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, Bank One,
NA ("BANK ONE"),  SunTrust Bank ("SUNTRUST") and HSBC Bank USA, as co-arrangers,
Bank One, as documentation agent,  SunTrust, as syndication agent, and CITIBANK,
N.A.  ("CITIBANK"),  as  administrative  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 a  Revolving  Credit  Advance,  a Swing  Line
Advance or a Competitive Bid Advance.

                  "AFFILIATE"  means,  as to any Person,  any other Person that,
         directly or indirectly,  controls,  is controlled by or is under common
         control  with such Person or is a director  or officer of such  Person.
         For purposes of this  definition,  the term  "control"  (including  the
         terms  "controlling",  "controlled by" and "under common control with")
         of a Person means the possession,  direct or indirect,  of the power to
         vote 10% or more of the  Voting  Stock of such  Person  or 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  (a)  in  the  case  of   Advances
         denominated  in  Dollars,  the account of the Agent  maintained  by the
         Agent at Citibank at its office at 399 Park Avenue,  New York, New York
         10043, Account No. 36852248, Attention: Bank Loan Syndications,  (b) in
         the case of Advances denominated in any Committed Currency, the account
         of the  Sub-Agent  designated in writing from time to time by the Agent
         to the Company  and the  Lenders  for such  purpose and (c) in any such
         case,  such other account of the Agent as is designated in writing from
         time to time by the  Agent  to the  Company  and the  Lenders  for such
         purpose.

                  "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  Eurocurrency Lending Office in the case
         of a  Eurocurrency  Rate Advance and, in the case of a Competitive  Bid
         Advance, the office of such Lender notified by such Lender to the Agent
         as its Applicable  Lending Office with respect to such  Competitive Bid
         Advance.

                  "APPLICABLE  MARGIN" means (a) for Base Rate Advances,  0% per
         annum  and  (b) for  Eurocurrency  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:
<PAGE>
<TABLE>
<CAPTION>
<S>               <C>                  <C>                     <C>
                   -------------------------------------------------------------------------
                  | Public Debt Rating | Applicable Margin for |   Applicable Margin for    |
                  |   S&P/Moody's      |   Base Rate Advances  | Eurocurrency Rate Advances |
                  |--------------------|-----------------------|----------------------------|
                  | LEVEL 1            |                       |                            |
                  | A+/A1 or above     |         0.00%         |            0.220%          |
                  |--------------------|-----------------------|----------------------------|
                  | LEVEL 2            |                       |                            |
                  | A/A2               |         0.00%         |            0.300%          |
                  |--------------------|-----------------------|----------------------------|
                  | LEVEL 3            |                       |                            |
                  | A-/A3              |         0.00%         |            0.325%          |
                  |--------------------|-----------------------|----------------------------|
                  | LEVEL 4            |                       |                            |
                  | BBB+/Baa1          |         0.00%         |            0.400%          |
                  |--------------------|-----------------------|----------------------------|
                  | LEVEL 5            |                       |                            |
                  | Lower than Level 4 |         0.00%         |            0.550%          |
                   -------------------------------------------------------------------------

</TABLE>


                  "APPLICABLE PERCENTAGE" means, 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 |
                           |      S&P/Moody's   | Percentage |
                           | -------------------|------------|
                           | LEVEL 1            |            |
                           | A+/A1 or above     |  0.080%    |
                           | -------------------|------------|
                           | LEVEL 2            |            |
                           | A/A2               |  0.100%    |
                           | -------------------|------------|
                           | LEVEL 3            |            |
                           | A-/A3              |  0.125%    |
                           | -------------------|------------|
                           | LEVEL 4            |            |
                           | BBB+/Baa1          |  0.150%    |
                           | -------------------|------------|
                           | LEVEL 5            |            |
                           | Lower than Level 4 |  0.200%    |
                            ---------------------------------

<PAGE>
                  "APPLICABLE  UTILIZATION  FEE" means,  as of any date that the
         aggregate  Advances  exceeds  33%  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+/A1 or above     |     0.050%      |
                           |--------------------|-----------------|
                           | LEVEL 2            |                 |
                           | A/A2               |     0.050%      |
                           |--------------------|-----------------|
                           | LEVEL 3            |                 |
                           | A-/A3              |     0.050%      |
                           |--------------------|-----------------|
                           | LEVEL 4            |                 |
                           | BBB+/Baa1          |     0.075%      |
                           |--------------------|-----------------|
                           | LEVEL 5            |                 |
                           | Lower than Level 4 |     0.125%      |
                            --------------------------------------

                  "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
         2.18(c).

                  "ASSUMPTION  AGREEMENT"  has the meaning  specified in Section
         2.18(c).

                  "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
<PAGE>
                  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 a  Revolving  Credit  Advance or a
         Swing Line  Advance,  in each case  denominated  in Dollars  that bears
         interest as provided in Section 2.07(a)(i).

                  "BORROWERS"   means,   collectively,   the   Company  and  the
         Designated Subsidiaries from time to time.

                  "BORROWING" means a Revolving Credit  Borrowing,  a Swing Line
         Borrowing or a Competitive Bid Borrowing.

                  "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  Eurocurrency  Rate Advances or
         LIBO Rate  Advances,  on which  dealings  are  carried on in the London
         interbank  market and banks are open for  business in London and in the
         country of issue of the currency of such  Eurocurrency  Rate Advance or
         LIBO Rate  Advance  (or, in the case of an Advance  denominated  in the
         euro, in Frankfurt, Germany).

                  "COMMITMENT"  means as to any Lender (a) the Dollar 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 Dollar amount set forth in such Assumption Agreement or
         (c) if such Lender has entered into any Assignment and Acceptance,  the
         Dollar  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 2.05.

                  "COMMITTED  CURRENCIES"  means  lawful  currency of the United
         Kingdom of Great Britain and Northern  Ireland,  lawful currency of the
         Federal Republic of Germany, lawful currency of the Republic of France,
         lawful  currency  of The Swiss  Federation,  lawful  currency of Japan,
         lawful  currency of the European  Economic  and Monetary  Union and any
         other  currency  requested  by  the  applicable  Borrower  that  can be
         provided by all Lenders.

                  "COMPETITIVE  BID ADVANCE" means an advance by a Lender to any
         Borrower as part of a  Competitive  Bid  Borrowing  resulting  from the
         competitive bidding procedure described in Section 2.03 and refers to a
         Fixed Rate Advance or a LIBO Rate Advance.

                  "COMPETITIVE  BID BORROWING"  means a borrowing  consisting of
         simultaneous  Competitive  Bid Advances  from each of the Lenders whose
         offer  to make one or more  Competitive  Bid  Advances  as part of such
         borrowing has been accepted  under the  competitive  bidding  procedure
         described in Section 2.03.
<PAGE>
                  "COMPETITIVE BID NOTE" means a promissory note of any Borrower
         payable  to the  order  of any  Lender,  in  substantially  the form of
         Exhibit A-2 hereto,  evidencing  the  indebtedness  of such Borrower to
         such Lender  resulting  from a  Competitive  Bid  Advance  made by such
         Lender to such Borrower.

                  "CONFIDENTIAL INFORMATION" means information that any Borrower
         furnishes  to the Agent or any Lender in a writing  other than  written
         information which is on its face publicly  available  information,  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 Borrower.

                  "CONSENTING  LENDER"  has the  meaning  specified  in  Section
         2.18(b).

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

                  "CONSOLIDATED  SUBSIDIARY" means at any date any Subsidiary or
         other entity the accounts of which would be consolidated  with those of
         the Company in its Consolidated financial statements as of such date.

                  "CONVERT",  "CONVERSION"  and  "CONVERTED"  each  refers  to a
         conversion  of  Revolving  Credit  Advances of one Type into  Revolving
         Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

                  "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 trade  payables  incurred in the  ordinary  course of such
         Person's  business),  (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 generally accepted accounting  principles,  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 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; provided,  HOWEVER,  that the term "Debt"
         shall  not  include   obligations   under   agreements   providing  for
         indemnification,   deferred   purchase   price   payments   or  similar
<PAGE>
         obligations  incurred or assumed in connection  with the acquisition or
         disposition of assets or stock, whether by merger or otherwise.

                  "DEBT  FOR  BORROWED  MONEY"  of the  Company  means,  without
         duplication,   Debt  for  money  borrowed  or  any  capitalized   lease
         obligation, any obligation under a purchase money mortgage, conditional
         sale or other title retention  agreement or any obligation  under notes
         payable or drafts accepted representing extensions of credit, but shall
         not include Debt evidenced by the Subordinated Convertible Notes or any
         Debt in respect of Hedge Agreements.

                  "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.

                  "DESIGNATED   SUBSIDIARY"   means  any   direct  or   indirect
         wholly-owned   Subsidiary  of  the  Company  designated  for  borrowing
         privileges under this Agreement pursuant to Section 9.09.

                  "DESIGNATION  AGREEMENT" means, with respect to any Designated
         Subsidiary, an agreement in the form of Exhibit E hereto signed by such
         Designated Subsidiary and the Company.

                  "DOLLARS"  and the "$" sign each means lawful  currency of the
         United States of America.

                  "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 Company and the Agent.

                  "EBITDA" means, for any period,  net income (or net loss) PLUS
         the  sum  of  (a)  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 Company,
         such  approval not to be  unreasonably  withheld or delayed;  PROVIDED,
         HOWEVER, that neither the Company nor an Affiliate of the Company shall
         qualify as an Eligible Assignee.

                  "EQUIVALENT" in Dollars of any Committed  Currency on any date
         means the equivalent in Dollars of such Committed  Currency  determined
         by using the quoted spot rate at which the Sub-Agent's principal office
         in London  offers to exchange  Dollars for such  Committed  Currency in
         London at  approximately  4:00 P.M.  (London  time)  (unless  otherwise
         indicated by the terms of this  Agreement)  on such date as is required
         pursuant to the terms of this  Agreement,  and the  "Equivalent" in any
         Committed  Currency of Dollars means the  equivalent in such  Committed
         Currency of Dollars  determined  by using the quoted spot rate at which
         the  Sub-Agent's  principal  office in London  offers to exchange  such
         Committed  Currency  for Dollars in London at  approximately  4:00 P.M.
         (London  time)  (unless  otherwise  indicated  by  the  terms  of  this
         Agreement)  on such date as is  required  pursuant to the terms of this
         Agreement.

<PAGE>
                  "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  Company's  controlled  group,  or under
         common  control with the Company,  within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA EVENT" means (a) 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;  (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  Company or any ERISA
         Affiliate in the  circumstances  described in Section 4062(e) of ERISA;
         (e)  the  withdrawal  by the  Company  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  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.

                  "EUROCURRENCY  LENDING  OFFICE"  means,  with  respect  to any
         Lender,  the  office  of such  Lender  specified  as its  "Eurocurrency
         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 Company and the Agent.

                  "EUROCURRENCY  RATE" means,  for any Interest  Period for each
         Eurocurrency Rate Advance  comprising part of the same Revolving Credit
         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  Dollars  or the  applicable  Committed
         Currency 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,
         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  respective
         rates  per  annum  at  which  deposits  in  Dollars  or the  applicable
         Committed  Currency is 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  Eurocurrency Rate Advance  comprising part of
         such Revolving Credit Borrowing to be outstanding  during such Interest
         Period  and for a  period  equal  to  such  Interest  Period  (subject,
<PAGE>
         however,  to the provisions of Section 2.08) by (b) a percentage  equal
         to 100%  minus  the  Eurocurrency  Rate  Reserve  Percentage  for  such
         Interest Period.

                  "EUROCURRENCY  RATE ADVANCE" means a Revolving  Credit Advance
         denominated  in Dollars or a Committed  Currency that bears interest as
         provided in Section 2.07(a)(ii).

                  "EUROCURRENCY RATE RESERVE PERCENTAGE" for any Interest Period
         for all  Eurocurrency  Rate Advances or LIBO 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
         Eurocurrency Rate Advances or LIBO 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.

                  "FIXED RATE  ADVANCES"  has the meaning  specified  in Section
         2.03(a)(i),  which  Advances  shall be denominated in Dollars or in any
         Committed Currency.

                  "GAAP" has the meaning specified in Section 1.03.

                  "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.

                  "INFORMATION  MEMORANDUM"  means  the  information  memorandum
         dated May 17, 2000 used by the Agent in connection with the syndication
         of the Commitments.

                  "INTEREST EXPENSE" means, for any period, without duplication,
         interest expense (including the interest component on obligations under
         capitalized  leases),  whether  paid  or  accrued,  on all  Debt of the
         Company and its Consolidated  Subsidiaries  for such period,  but shall
         not include non-cash interest on the Subordinated Convertible Notes.

                  "INTEREST  PERIOD" means, for each  Eurocurrency  Rate Advance
         comprising  part of the same Revolving  Credit  Borrowing and each LIBO
         Rate Advance comprising part of the same Competitive Bid Borrowing, the
         period commencing on the date of such Eurocurrency Rate Advance or LIBO
<PAGE>
         Rate  Advance or the date of the  Conversion  of any Base Rate  Advance
         into such  Eurocurrency  Rate Advance and ending on the last day of the
         period selected by the Borrower  requesting such Borrowing  pursuant to
         the provisions below and, thereafter, with respect to Eurocurrency 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,  or nine or twelve months if available to all Lenders,  as such
         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:

                           (i)  such Borrower may not select any Interest Period
                  that ends after the Termination Date;

                           (ii) Interest Periods commencing on the same date for
                  Eurocurrency  Rate  Advances   comprising  part  of  the  same
                  Revolving   Credit   Borrowing  or  for  LIBO  Rate   Advances
                  comprising part of the same Competitive Bid Borrowing shall be
                  of the same duration;

                           (iii)  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

                           (iv)  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
                  equal to the number of months in such  Interest  Period,  such
                  Interest  Period  shall end on the last  Business  Day of such
                  succeeding calendar month.

                  "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, the Swing Line Bank, each
         Assuming  Lender that shall become a party  hereto  pursuant to Section
         2.18 and each  Person  that shall  become a party  hereto  pursuant  to
         Section 9.07.

                  "LIBO RATE" means,  for any Interest  Period for all LIBO Rate
         Advances  comprising  part of the same  Competitive  Bid 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 Dow  Jones  Markets
         Telerate  Page 3750 (or any  successor  page) as the  London  interbank
         offered  rate for  deposits  in  Dollars  or the  applicable  Committed
         Currency 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,
         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  respective
         rates  per  annum  at  which  deposits  in  Dollars  or the  applicable
         Committed  Currency is offered by the  principal  office of each of the
         Reference  Banks  in  London,  England  to prime  banks  in the  London
<PAGE>
         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 the amount that would be the  Reference  Banks'  respective  ratable
         shares  of such  Borrowing  if such  Borrowing  were to be a  Revolving
         Credit Borrowing to be outstanding  during such Interest Period and for
         a period  equal  to such  Interest  Period  (subject,  however,  to the
         provisions of Section 2.08) by (b) a percentage equal to 100% minus the
         Eurocurrency Rate Reserve Percentage for such Interest Period.

                  "LIBO  RATE   ADVANCES"   means  a  Competitive   Bid  Advance
         denominated  in  Dollars  or in  any  Committed  Currency  and  bearing
         interest based on the LIBO Rate.

                  "LIEN"  means any lien,  security  interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and the assignment of the right to receive income.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the  business,  financial  condition  or results of  operations  of the
         Company and its Consolidated Subsidiaries taken as a whole.

                  "MATERIAL  ADVERSE EFFECT" means a material  adverse effect on
         (a) the business,  financial  condition or results of operations of the
         Company and its  Consolidated  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 the  Company to perform its  obligations
         under this Agreement or any Note.

                  "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  Company  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,  subject to Title IV of ERISA
         that (a) is  maintained  for  employees  of the  Company  or any  ERISA
         Affiliate  and at least one Person other than the Company and the ERISA
         Affiliates or (b) was so maintained and in respect of which the Company
         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  Revolving  Credit  Note or a Competitive Bid
         Note.

                  "NOTICE  OF  REVOLVING  CREDIT   BORROWING"  has  the  meaning
         specified in Section 2.02(a).

                  "NOTICE OF SWING LINE BORROWING" has the meaning  specified in
         Section 2.02(b).

                  "NOTICE  OF   COMPETITIVE   BID  BORROWING"  has  the  meaning
         specified in Section 2.03(a).

                  "PAYMENT  OFFICE"  means,  for any  Committed  Currency,  such
         office of Citibank as shall be from time to time  selected by the Agent
         and notified by the Agent to the Company and the Lenders.
<PAGE>
                  "PBGC" means the Pension Benefit Guaranty  Corporation (or any
         successor).

                  "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.

                  "PRO RATA  SHARE" of any  amount  means,  with  respect to any
         Lender at any time,  the  product of such amount  times a fraction  the
         numerator of which is the amount of such  Lender's  Commitment  at such
         time and the  denominator of which is the aggregate of the  Commitments
         of the Lenders at such time.

                  "PUBLIC DEBT RATING" means,  as of any date, the lowest 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 Company.  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 Public Debt Rating announced by either S&P or Moody's; (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  5 under  the
         definition  of   "APPLICABLE   MARGIN",   "APPLICABLE   PERCENTAGE"  or
         "APPLICABLE  UTILIZATION  FEE", as the case may be; (c) if such 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 of such ratings,  except
         that,  in the  event  that the lower of such  ratings  is more than one
         level below the higher of such  ratings,  the  Applicable  Margin,  the
         Applicable Percentage and the Applicable Utilization Fee shall be based
         upon the level immediately above the lower of such ratings;  (d) if any
         such 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,  Bank One, SunTrust and HSBC
         Bank USA.

                  "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 outstanding principal amount
         (based on the  Equivalent  in Dollars  at such  time) of the  Revolving
         Credit Advances,  or, if no such principal amount is then  outstanding,
         Lenders having at least a majority in amount of the Commitments.

                  "REVOLVING CREDIT ADVANCE" means an advance by a Lender to any
         Borrower as part of a Revolving  Credit  Borrowing and refers to a Base
         Rate Advance or a  Eurocurrency  Rate Advance (each of which shall be a
         "TYPE" of Revolving Credit Advance).
<PAGE>
                  "REVOLVING CREDIT  BORROWING" means a borrowing  consisting of
         simultaneous Revolving Credit Advances of the same Type made by each of
         the Lenders pursuant to Section 2.01.

                  "REVOLVING  CREDIT  NOTE"  means  a  promissory  note  of  any
         Borrower  payable to the order of any Lender,  delivered  pursuant to a
         request made under  Section 2.16 in  substantially  the form of Exhibit
         A-1 hereto,  evidencing the aggregate  indebtedness of such Borrower to
         such Lender  resulting from the Revolving  Credit Advances made by such
         Lender to such Borrower.

                  "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,  subject to Title IV of ERISA
         that (a) is  maintained  for  employees  of the  Company  or any  ERISA
         Affiliate and no Person other than the Company and the ERISA Affiliates
         or (b) was so  maintained  and in respect  of which the  Company or any
         ERISA Affiliate could have liability under Section 4069 of ERISA in the
         event such plan has been or were to be terminated.

                  "SPC" has the meaning specified in Section 9.07(f) hereto.

                  "SUB-AGENT" means Citibank International plc.

                  "SUBORDINATED   CONVERTIBLE   NOTES"   means   (a)  the  1.80%
         Convertible  Subordinated  Notes  due  2004 of the  Company  issued  on
         September 16, 1997 and (b) the 1.87% Convertible Subordinated Notes due
         2006 of the Company issued on June 1, 1999.

                  "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 capital stock
         having  ordinary  voting  power to  elect a  majority  of the  Board of
         Directors  of such  corporation  (irrespective  of  whether at the time
         capital stock of any other class or classes of such  corporation  shall
         or might have voting power upon the occurrence of any contingency), (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.

                  "SWING LINE  ADVANCE"  means an advance made by the Swing Line
         Bank  pursuant to Section  2.01(b) or any other Lender by purchase from
         the Swing Line Bank pursuant to Section 2.02(b).

                  "SWING LINE ADVANCE  MATURITY DATE" has the meaning  specified
         in Section 2.02(b).

                  "SWING LINE BANK" means Citibank.

                  "SWING LINE BORROWING" means a Borrowing consisting of a Swing
         Line Advance made by the Swing Line Bank.

                  "SWING LINE  COMMITMENT"  means with respect to the Swing Line
         Bank at any time the amount set forth  opposite  the Swing Line  Bank's
         name on the signature pages hereof, as such amount may be terminated or
         reduced,  as the case may be,  at or prior  to such  time  pursuant  to
         Section 2.05.
<PAGE>
                  "TERMINATION  DATE"  means the  earlier of (a) June 27,  2005,
         subject to the extension  thereof  pursuant to Section 2.18 and (b) the
         date of  termination  in whole of the  Commitments  pursuant to Section
         2.05 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.

                  "UNUSED  COMMITMENT"  means, with respect to any Lender at any
         time,  (a) such  Lender's  Commitment at such time minus (b) the sum of
         (i) the aggregate  principal  amount of all Revolving  Credit  Advances
         made by such Lender  outstanding at such time,  plus (ii) such Lender's
         Pro Rata Share of (A) the aggregate  principal amount of all Swing Line
         Advances then outstanding and (B) the aggregate principal amount of the
         Competitive Bid Advances then outstanding.

                  "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. (a) THE REVOLVING CREDIT ADVANCES.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make  Revolving  Credit  Advances  to any  Borrower  from time to time on any
Business  Day during the period from the  Effective  Date until the  Termination
Date in an aggregate  amount (based in respect of any Revolving  Credit Advances
to  be  denominated  in a  Committed  Currency  on  the  Equivalent  in  Dollars
determined on the date of delivery of the applicable  Notice of Revolving Credit
Borrowing) for all Borrowers not to exceed at any time outstanding such Lender's
Unused  Commitment.  Each Revolving  Credit  Borrowing  shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof in
the case of Revolving Credit Advances  denominated in Dollars and the Equivalent
of  $5,000,000 or an integral  multiple of  $1,000,000 in excess  thereof in the
case  of  Revolving  Credit  Advances  denominated  in  any  Committed  Currency
(determined on the date of the applicable  Notice of Revolving Credit Borrowing)
and shall consist of Revolving Credit 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  Unused  Commitment,  any Borrower may borrow under this
Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section
2.01(a).

                  (b) THE SWING LINE  ADVANCES.  The Swing Line Bank agrees,  on
the terms and conditions  hereinafter  set forth, to make Swing Line Advances to
any  Borrower  from time to time on any  Business Day during the period from the
date hereof until the Termination  Date (i) in an aggregate amount not to exceed
at any time  outstanding  $25,000,000 (the "SWING LINE FACILITY") and (ii) in an
<PAGE>
amount for each such Advance not to exceed the Unused Commitments of the Lenders
immediately  prior to the making of such  Advance  The Swing Line Bank agrees to
make one or more Swing Line  Advances on any Business Day. No Swing Line Advance
shall be used for the purpose of funding the payment of  principal  of any other
Swing  Line  Advance.  Each  Swing  Line  Borrowing  shall  be in an  amount  of
$1,000,000  or an integral  multiple  thereof  and shall  consist of a Base Rate
Advance  made by the Swing  Line  Bank.  Within  the  limits  of the Swing  Line
Facility  and within the limits  referred to in clause (ii) above,  any Borrower
may borrow  under this  2.01(b),  prepay  pursuant to Section  2.10 and reborrow
under this Section 2.01(b).

                  SECTION 2.02.  MAKING THE REVOLVING  CREDIT ADVANCES AND SWING
LINE ADVANCES.  (a) Each  Revolving  Credit  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  Revolving Credit Borrowing in the case of
a  Revolving   Credit  Borrowing   consisting  of  Eurocurrency   Rate  Advances
denominated  in Dollars,  (y) 4:00 P.M.  (London time) on the third Business Day
prior to the date of the proposed  Revolving  Credit  Borrowing in the case of a
Revolving Credit Borrowing  consisting of Eurocurrency Rate Advances denominated
in any Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of
the  proposed  Revolving  Credit  Borrowing  in the case of a  Revolving  Credit
Borrowing  consisting of Base Rate Advances,  by any Borrower to the Agent (and,
in the case of a Revolving  Credit  Borrowing  consisting of  Eurocurrency  Rate
Advances,  simultaneously  to the  Sub-Agent),  which  shall give to each Lender
prompt notice  thereof by  telecopier or telex.  Each such notice of a Revolving
Credit  Borrowing  (a  "NOTICE  OF  REVOLVING  CREDIT  BORROWING")  shall  be by
telephone,   confirmed  immediately  in  writing,  or  telecopier  or  telex  in
substantially the form of Exhibit B-1 hereto,  specifying  therein the requested
(i) date of such Revolving Credit  Borrowing,  (ii) Type of Advances  comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing,  and (iv) in the case of a Revolving Credit  Borrowing  consisting of
Eurocurrency  Rate Advances,  initial Interest Period and currency for each such
Revolving Credit Advance; provided,  however, that if any such notice shall fail
to specify a  currency,  Dollars  shall be deemed to have been  specified.  Each
Lender  shall,  before  1:00  P.M.  (New  York  City  time)  on the date of such
Revolving  Credit  Borrowing,  in  the  case  of a  Revolving  Credit  Borrowing
consisting of Advances  denominated  in Dollars,  and before 11:00 A.M.  (London
time) on the date of such Revolving Credit Borrowing, in the case of a Revolving
Credit  Borrowing  consisting of Eurocurrency  Rate Advances  denominated in any
Committed  Currency,  make available for the account of its  Applicable  Lending
Office to the Agent at the applicable  Agent's Account,  in same day funds, such
Lender's ratable portion of such Revolving Credit  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
requesting the Revolving  Credit Borrowing at the Agent's address referred to in
Section  9.02 or, in the case of a  Revolving  Credit  Borrowing  in a Committed
Currency,  at the  applicable  Payment  Office,  as the case  may be;  PROVIDED,
HOWEVER,  that the Agent  shall  first make a portion of such funds equal to the
aggregate  principal  amount of any Swing Line  Advances  made by the Swing Line
Bank and by any  other  Lender  and  outstanding  on the date of such  Revolving
Credit  Borrowing,  plus interest  accrued and unpaid  thereon to and as of such
date,  available to the Swing Line Bank and such other  Lenders for repayment of
such Swing Line Advances.

                  (b) Each Swing Line Borrowing  shall be made on notice,  given
not later than 3:00 P.M. (New York City time) on the date of the proposed  Swing
Line  Borrowing by the  Borrower to the Swing Line Bank and the Agent,  of which
the Agent shall give prompt  notice to the Lenders.  Each such notice of a Swing
Line  Borrowing  (a  "NOTICE OF SWING LINE  BORROWING")  shall be by  telephone,
confirmed at once in writing,  or  telecopier or telex,  specifying  therein the
requested (i) date of such  Borrowing,  (ii) amount of such  Borrowing and (iii)
maturity of such Borrowing (which maturity shall be no later than the earlier of
(A) the fifth  Business Day after the requested  date of such  Borrowing and (B)
<PAGE>
the Termination Date (the "SWING LINE ADVANCE MATURITY  DATE")).  The Swing Line
Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line
Borrowing,  make such Swing Line Borrowing available to the Agent at the Agent's
Account,  in same day funds.  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 applicable Borrower at the Agent's address
referred to in Section 9.02.  Upon written demand by the Swing Line Bank, with a
copy of such demand to the Agent, each other Lender will purchase from the Swing
Line  Bank,  and the Swing  Line Bank  shall  sell and assign to each such other
Lender,  such  other  Lender's  Pro Rata  Share of such  outstanding  Swing Line
Advance, by making available for the account of its Applicable Lending Office to
the Agent for the  account  of the Swing Line  Bank,  by deposit to the  Agent's
Account,  in same day funds, an amount equal to its Pro Rata Share of such Swing
Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each
Lender  agrees to  purchase  its Pro Rata  Share of an  outstanding  Swing  Line
Advance on (i) the Business  Day on which  demand  therefor is made by the Swing
Line Bank,  PROVIDED  that  notice of such  demand is given not later than 11:00
A.M.  (New York City time) on such  Business Day or (ii) the first  Business Day
next  succeeding  such demand if notice of such demand is given after such time.
Upon any such assignment by the Swing Line Bank to any other Lender of a portion
of a Swing Line  Advance,  the Swing Line Bank  represents  and warrants to such
other Lender that the Swing Line Bank is the legal and beneficial  owner of such
interest being assigned by it, but makes no other representation or warranty and
assumes  no  responsibility  with  respect  to such  Swing  Line  Advance,  this
Agreement,  the Notes or the  Borrowers.  If and to the  extent  that any Lender
shall not have so made its Pro Rata Share of such Swing Line  Advance  available
to the Agent,  such Lender  agrees to pay to the Agent  forthwith on demand such
amount together with interest thereon, for each day from the date such Lender is
required  to have made such  amount  available  to the Agent until the date such
amount is paid to the Agent, at the Federal Funds Rate. If such Lender shall pay
to the Agent such amount for the account of the Swing Line Bank on any  Business
Day, such amount so paid in respect of principal  shall  constitute a Swing Line
Advance made by such Lender on such Business Day for purposes of this Agreement,
and the outstanding principal amount of the Swing Line Advance made by the Swing
Line Bank shall be reduced by such amount on such Business Day.

                  (c)  Anything  in   subsection   (a)  above  to  the  contrary
notwithstanding,  (i) no Borrower may select  Eurocurrency Rate Advances for any
Revolving  Credit  Borrowing if the aggregate  amount of such  Revolving  Credit
Borrowing is less than  $5,000,000  or if the  obligation of the Lenders to make
Eurocurrency  Rate Advances shall then be suspended  pursuant to Section 2.08 or
2.12 and (ii) the  Eurocurrency  Rate Advances may not be outstanding as part of
more than twenty separate Revolving Credit Borrowings.

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

                  (e) Unless the Agent shall have received  notice from a Lender
prior to the date of any Revolving  Credit  Borrowing  that such Lender will not
make  available to the Agent such  Lender's  ratable  portion of such  Revolving
Credit  Borrowing,  the Agent may assume that such Lender has made such  portion
<PAGE>
available  to the  Agent  on the  date of such  Revolving  Credit  Borrowing  in
accordance  with  subsection  (a) of this  Section  2.02 and the Agent  may,  in
reliance  upon such  assumption,  make  available to the Borrower  proposing the
Revolving  Credit Borrowing 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 such
Borrower,  the  higher  of (A)  the  interest  rate  applicable  at the  time to
Revolving Credit Advances comprising such Revolving Credit Borrowing and (B) the
cost of funds  incurred  by the Agent in respect of such  amount and (ii) in the
case of such  Lender,  (A)  the  Federal  Funds  Rate  in the  case of  Advances
denominated in Dollars or (B) the cost of funds incurred by the Agent in respect
of such amount in the case of Advances denominated in Committed  Currencies.  If
such Lender shall repay to the Agent such corresponding  amount,  such amount so
repaid shall  constitute such Lender's  Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement.

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

                  SECTION 2.03. THE  COMPETITIVE  BID ADVANCES.  (a) Each Lender
severally  agrees that any Borrower may make  Competitive  Bid Borrowings  under
this  Section  2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the  Termination  Date
in the manner  set forth  below;  PROVIDED  that,  following  the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding
(based in respect of any  Advance  denominated  in a  Committed  Currency on the
Equivalent in Dollars at the time such  Competitive  Bid Borrowing is requested)
shall not exceed the aggregate amount of the Commitments of the Lenders.

                  (i) Any Borrower may request a Competitive Bid Borrowing under
         this Section  2.03 by  delivering  to the Agent (and,  in the case of a
         Competitive Bid Borrowing not consisting of Fixed Rate Advances or LIBO
         Rate  Advances  to be  denominated  in Dollars,  simultaneously  to the
         Sub-Agent),  by  telecopier  or telex,  a notice of a  Competitive  Bid
         Borrowing (a "NOTICE OF COMPETITIVE BID  BORROWING"),  in substantially
         the form of Exhibit B-2 hereto,  specifying  therein the  requested (A)
         date of such proposed  Competitive Bid Borrowing,  (B) aggregate amount
         of such proposed Competitive Bid Borrowing, (C) interest rate basis and
         day count convention to be offered by the Lenders, (D) currency of such
         proposed  Competitive  Bid Borrowing,  (E) in the case of a Competitive
         Bid Borrowing consisting of LIBO Rate Advances,  Interest Period, or in
         the case of a  Competitive  Bid  Borrowing  consisting  of  Fixed  Rate
         Advances,  maturity date for repayment of each Fixed Rate Advance to be
         made as part of such Competitive Bid Borrowing (which maturity date may
         not be earlier  than the date  occurring 30 days after the date of such
         Competitive  Bid  Borrowing or later than the  Termination  Date),  (F)
         interest payment date or dates relating  thereto,  (G) location of such
         Borrower's  account  to which  funds are to be  advanced  and (H) other
         terms (if any) to be applicable to such Competitive Bid Borrowing,  not
         later  than (w) 10:00 A.M.  (New York City time) at least one  Business
         Day prior to the date of the proposed  Competitive  Bid  Borrowing,  if
         such Borrower shall specify in the Notice of Competitive  Bid Borrowing
         that the rates of interest to be offered by the Lenders  shall be fixed
         rates per annum  (the  Advances  comprising  any such  Competitive  Bid
         Borrowing  being referred to herein as "FIXED RATE  ADVANCES") and that
<PAGE>
         the Advances  comprising such proposed  Competitive Bid Borrowing shall
         be denominated in Dollars, (x) 10:00 A.M. (New York City time) at least
         four  Business Days prior to the date of the proposed  Competitive  Bid
         Borrowing,  if such Borrower shall specify in the Notice of Competitive
         Bid  Borrowing  that  the  Advances  comprising  such  Competitive  Bid
         Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 10:00
         A.M.  (London time) at least two Business Days prior to the date of the
         proposed  Competitive Bid Borrowing,  if such Borrower shall specify in
         the Notice of Competitive  Bid Borrowing  that the Advances  comprising
         such proposed  Competitive  Bid Borrowing  shall be Fixed Rate Advances
         denominated in any Committed  Currency and (z) 10:00 A.M. (London time)
         at  least  four  Business  Days  prior  to the  date  of  the  proposed
         Competitive Bid Borrowing, if such Borrower shall specify in the Notice
         of  Competitive  Bid  Borrowing  that  the  Advances   comprising  such
         Competitive  Bid Borrowing  shall be LIBO Rate Advances  denominated in
         any Committed Currency.  Each Notice of Competitive Bid Borrowing shall
         be irrevocable and binding on such Borrower.  Any Notice of Competitive
         Bid  Borrowing by a Designated  Subsidiary  shall be given to the Agent
         (or the Sub-Agent, as the case may be) from its office in New York, New
         York on behalf of such Designated Subsidiary.

                  (ii) Each Lender may, if, in its sole discretion, it elects to
         do so,  irrevocably  offer to make one or more Competitive Bid Advances
         to the Borrower proposing the Competitive Bid Borrowing as part of such
         proposed  Competitive  Bid  Borrowing  at a rate or rates  of  interest
         specified by such Lender in its sole discretion, by notifying the Agent
         or the  Sub-Agent,  as the case may be (which shall give prompt  notice
         thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on
         the date of such proposed  Competitive Bid Borrowing,  in the case of a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars,  (B) before 10:00 A.M. (New York City time) three  Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive  Bid Borrowing  consisting of LIBO Rate Advances,
         denominated  in Dollars,  (C) before  12:00 noon  (London  time) on the
         Business  Day  prior  to the  date of  such  proposed  Competitive  Bid
         Borrowing,  in the case of a Competitive  Bid  Borrowing  consisting of
         Fixed Rate  Advances  denominated  in any  Committed  Currency  and (D)
         before 12:00 noon (London time) on the third  Business Day prior to the
         date of such  proposed  Competitive  Bid  Borrowing,  in the  case of a
         Competitive Bid Borrowing  consisting of LIBO Rate Advances denominated
         in any Committed Currency,  of the minimum amount and maximum amount of
         each Competitive Bid Advance which such Lender would be willing to make
         as part of such proposed  Competitive  Bid Borrowing  (which amounts or
         the Equivalent thereof in Dollars, as the case may be, of such proposed
         Competitive  Bid may,  subject to the proviso to the first  sentence of
         this Section  2.03(a),  exceed such Lender's  Commitment,  if any), the
         rate or rates of interest therefor and such Lender's Applicable Lending
         Office with respect to such  Competitive Bid Advance;  PROVIDED that if
         the Agent in its capacity as a Lender  shall,  in its sole  discretion,
         elect to make any such offer,  it shall  notify  such  Borrower of such
         offer  at  least 30  minutes  before  the time and on the date on which
         notice  of  such  election  is to be  given  to  the  Agent  or to  the
         Sub-Agent,  as the case may be, by the  other  Lenders.  If any  Lender
         shall elect not to make such an offer,  such Lender shall so notify the
         Agent before 10:00 A.M.  (New York City time) or the  Sub-Agent  before
         12:00 noon (London  time) on the date on which notice of such  election
         is to be given to the Agent or to the Sub-Agent, as the case may be, by
         the other Lenders, and such Lender shall not be obligated to, and shall
         not, make any Competitive  Bid Advance as part of such  Competitive Bid
         Borrowing;  PROVIDED that the failure by any Lender to give such notice
         shall not cause such Lender to be obligated to make any Competitive Bid
         Advance as part of such proposed Competitive Bid Borrowing.
<PAGE>
                  (iii) The Borrower  proposing  the  Competitive  Bid Borrowing
         shall,  in turn, (A) before 10:30 A.M. (New York City time) on the date
         of  such  proposed  Competitive  Bid  Borrowing,   in  the  case  of  a
         Competitive Bid Borrowing consisting of Fixed Rate Advances denominated
         in Dollars,  (B) before 11:00 A.M. (New York City time) three  Business
         Days before the date of such proposed Competitive Bid Borrowing, in the
         case of a Competitive  Bid  Borrowing  consisting of LIBO Rate Advances
         denominated  in  Dollars,  (C) before  3:00 P.M.  (London  time) on the
         Business  Day  prior  to the  date of  such  proposed  Competitive  Bid
         Borrowing,  in the case of a Competitive  Bid  Borrowing  consisting of
         either Fixed Rate Advances  denominated  in any Committed  Currency and
         (D) before 3:00 P.M.  (London time) on the third  Business Day prior to
         the  date  of  such  Competitive  Bid  Borrowing,  in  the  case  of  a
         Competitive Bid Borrowing  consisting of LIBO Rate Advances denominated
         in any Committed Currency, either:

                           (x)  cancel such Competitive Bid Borrowing by  giving
                  the Agent notice to that effect, or

                           (y)  accept  one or  more of the  offers  made by any
                  Lender or Lenders  pursuant to  paragraph  (ii) above,  in its
                  sole  discretion,  by  giving  notice  to the  Agent or to the
                  Sub-Agent,  as  the  case  may  be,  of  the  amount  of  each
                  Competitive  Bid Advance  (which  amount  shall be equal to or
                  greater than the minimum amount, and equal to or less than the
                  maximum amount,  notified to such Borrower by the Agent or the
                  Sub-Agent,  as the case may be, on behalf of such  Lender  for
                  such Competitive Bid Advance pursuant to paragraph (ii) above)
                  to be made  by each  Lender  as part of such  Competitive  Bid
                  Borrowing,  and reject any  remaining  offers  made by Lenders
                  pursuant  to  paragraph  (ii) above by giving the Agent or the
                  Sub-Agent,  as the case may be,  notice to that  effect.  Such
                  Borrower shall accept the offers made by any Lender or Lenders
                  to make Competitive Bid Advances in order of the lowest to the
                  highest rates of interest  offered by such Lenders.  If two or
                  more Lenders have offered the same interest  rate,  the amount
                  to be borrowed at such interest  rate will be allocated  among
                  such Lenders in proportion to the amount that each such Lender
                  offered at such interest rate.

                  (iv) If the Borrower  proposing the  Competitive Bid Borrowing
         notifies  the  Agent or the  Sub-Agent,  as the case may be,  that such
         Competitive Bid Borrowing is cancelled  pursuant to paragraph  (iii)(x)
         above,  the  Agent or the  Sub-Agent,  as the case may be,  shall  give
         prompt notice thereof to the Lenders and such Competitive Bid Borrowing
         shall not be made.

                  (v) If the Borrower  proposing the  Competitive  Bid Borrowing
         accepts  one or  more  of the  offers  made by any  Lender  or  Lenders
         pursuant to paragraph  (iii)(y) above,  the Agent or the Sub-Agent,  as
         the case may be, shall in turn promptly notify (A) each Lender that has
         made an offer as  described in  paragraph  (ii) above,  of the date and
         aggregate  amount of such  Competitive Bid Borrowing and whether or not
         any offer or offers made by such  Lender  pursuant  to  paragraph  (ii)
         above have been accepted by such  Borrower,  (B) each Lender that is to
         make a  Competitive  Bid  Advance  as  part  of  such  Competitive  Bid
         Borrowing,  of the amount of each Competitive Bid Advance to be made by
         such Lender as part of such  Competitive  Bid  Borrowing,  and (C) each
         Lender  that  is to  make a  Competitive  Bid  Advance  as part of such
         Competitive  Bid  Borrowing,  upon  receipt,  that  the  Agent  or  the
         Sub-Agent,  as the  case  may  be,  has  received  forms  of  documents
         appearing  to fulfill the  applicable  conditions  set forth in Article
         III. Each Lender that is to make a  Competitive  Bid Advance as part of
<PAGE>
         such Competitive Bid Borrowing shall,  before 11:00 A.M. (New York City
         time),  in the case of  Competitive  Bid Advances to be  denominated in
         Dollars or 11:00 A.M.  (London time),  in the case of  Competitive  Bid
         Advances to be  denominated in any Committed  Currency,  on the date of
         such  Competitive  Bid Borrowing  specified in the notice received from
         the Agent or the Sub-Agent,  as the case may be, pursuant to clause (A)
         of the preceding sentence or any later time when such Lender shall have
         received  notice  from the Agent or the  Sub-Agent,  as the case may be
         pursuant to clause (C) of the preceding  sentence,  make  available for
         the account of its  Applicable  Lending  Office to the Agent (x) in the
         case of a Competitive  Bid  Borrowing  denominated  in Dollars,  at its
         address  referred to in Section 9.02, in same day funds,  such Lender's
         portion of such  Competitive  Bid  Borrowing  in Dollars and (y) in the
         case of a  Competitive  Bid Borrowing in a Committed  Currency,  at the
         Payment Office for such Committed  Currency as shall have been notified
         by the Agent to the  Lenders  prior  thereto,  in same day funds,  such
         Lender's  portion of such  Competitive  Bid Borrowing in such Committed
         Currency.  Upon  fulfillment of the applicable  conditions set forth in
         Article  III and after  receipt by the Agent of such  funds,  the Agent
         will  make  such  funds  available  to such  Borrower  at the  location
         specified by such Borrower in its Notice of Competitive  Bid Borrowing.
         Promptly  after each  Competitive  Bid  Borrowing the Agent will notify
         each  Lender  of the  amount  of the  Competitive  Bid  Borrowing,  the
         consequent  Competitive  Bid  Reduction  and the dates  upon which such
         Competitive Bid Reduction commenced and will terminate.

                  (vi) If the Borrower  proposing the  Competitive Bid Borrowing
         notifies  the  Agent or the  Sub-Agent,  as the  case  may be,  that it
         accepts  one or  more  of the  offers  made by any  Lender  or  Lenders
         pursuant to paragraph  (iii)(y) above,  such notice of acceptance shall
         be  irrevocable  and  binding on such  Borrower.  Such  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 the related Notice of  Competitive  Bid Borrowing for such
         Competitive  Bid  Borrowing  the  applicable  conditions  set  forth in
         Article III, including, without limitation, any loss (excluding loss of
         anticipated  profits),  cost  or  expense  incurred  by  reason  of the
         liquidation or reemployment of deposits or other funds acquired by such
         Lender to fund the Competitive Bid Advance to be made by such Lender as
         part of such  Competitive  Bid  Borrowing  when  such  Competitive  Bid
         Advance, as a result of such failure, is not made on such date.

                  (b) Each  Competitive  Bid Borrowing  shall be in an aggregate
amount of  $10,000,000  or an integral  multiple of $1,000,000 in excess thereof
(or the Equivalent thereof in any Committed Currency,  determined as of the time
of the applicable Notice of Competitive Bid Borrowing) and, following the making
of each Competitive Bid Borrowing, the Borrowers shall be in compliance with the
limitation  set forth in the  proviso to the first  sentence of  subsection  (a)
above.

                  (c) Within the limits and on the  conditions set forth in this
Section 2.03, any Borrower may from time to time borrow under this Section 2.03,
repay or prepay  pursuant  to  subsection  (d) below,  and  reborrow  under this
Section 2.03, PROVIDED that a Competitive Bid Borrowing shall not be made within
three Business Days of the date of any other Competitive Bid Borrowing.

                  (d) Each Borrower that has borrowed  through a Competitive Bid
Borrowing  shall repay to the Agent for the account of each Lender that has made
a Competitive Bid Advance,  on the maturity date of each Competitive Bid Advance
(such  maturity date being that specified by such Borrower for repayment of such
Competitive  Bid  Advance in the related  Notice of  Competitive  Bid  Borrowing
delivered  pursuant to subsection  (a)(i) above and provided in the  Competitive
Bid Note evidencing such  Competitive  Bid Advance),  the then unpaid  principal
<PAGE>
amount of such  Competitive  Bid  Advance.  No Borrower  shall have any right to
prepay any principal amount of any Competitive Bid Advance unless, and then only
on the terms, specified by such Borrower for such Competitive Bid Advance in the
related Notice of  Competitive  Bid Borrowing  delivered  pursuant to subsection
(a)(i)  above  and  set  forth  in the  Competitive  Bid  Note  evidencing  such
Competitive Bid Advance.

                  (e) Each Borrower that has borrowed  through a Competitive Bid
Borrowing shall pay interest on the unpaid  principal amount of each Competitive
Bid  Advance  from  the date of such  Competitive  Bid  Advance  to the date the
principal  amount of such Competitive Bid Advance is repaid in full, at the rate
of interest for such Competitive Bid Advance specified by the Lender making such
Competitive Bid Advance in its notice with respect thereto delivered pursuant to
subsection  (a)(ii)  above,  payable  on the  interest  payment  date  or  dates
specified  by such  Borrower  for such  Competitive  Bid  Advance in the related
Notice of  Competitive  Bid Borrowing  delivered  pursuant to subsection  (a)(i)
above, as provided in the  Competitive Bid Note evidencing such  Competitive Bid
Advance.  Upon the occurrence and during the  continuance of an Event of Default
under Section 6.01(a),  such Borrower shall pay interest on the amount of unpaid
principal of and  interest on each  Competitive  Bid Advance  owing to a Lender,
payable in arrears on the date or dates interest is payable  thereon,  at a rate
per annum equal at all times to 2% per annum  above the rate per annum  required
to be paid on such  Competitive  Bid Advance under the terms of the  Competitive
Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such
Competitive Bid Note.

                  (f) The  indebtedness  of any  Borrower  resulting  from  each
Competitive  Bid  Advance  made to such  Borrower as part of a  Competitive  Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of such Borrower
payable to the order of the Lender making such Competitive Bid Advance.

                  SECTION  2.04.  FEES.  (a)  FACILITY  FEE.  The Company agrees
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 June 30, 2000, and on the Termination Date.

                  (b) AGENT'S  FEES.  The Company shall pay to the Agent for its
own account such fees as may from time to time be agreed between the Company and
the Agent.

                  SECTION  2.05.  OPTIONAL   TERMINATION  OR  REDUCTION  OF  THE
COMMITMENTS.  The Company  shall have the right,  upon at least  three  Business
Days' notice to the Agent,  to permanently  terminate in whole or 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 and PROVIDED
FURTHER that the aggregate amount of the Commitments of the Lenders shall not be
reduced to an amount  that is less than the  aggregate  principal  amount of the
Competitive  Bid  Advances  denominated  in Dollars  then  outstanding  plus the
Equivalent in Dollars (determined as of the date of the notice of prepayment) of
the aggregate  principal  amount of the Competitive Bid Advances  denominated in
Committed Currencies then outstanding.

                  SECTION  2.06.  REPAYMENT.  (a) REVOLVING   CREDIT   ADVANCES.
Each Borrower shall repay to the Agent for the ratable account of the Lenders on
the  Termination  Date the aggregate  principal  amount of the Revolving  Credit
Advances made to it and then outstanding.
<PAGE>
                  (b) SWING LINE  ADVANCES.  Each  Borrower  shall  repay to the
Agent for the  account  of (i) the Swing  Line Bank and (ii) each  other  Lender
which  has made a Swing  Line  Advance  by  purchase  from the  Swing  Line Bank
pursuant to Section 2.02(b) the outstanding  principal amount of each Swing Line
Advance made by each of them on the Swing Line Advance  Maturity Date  specified
in the applicable Notice of Swing Line Borrowing.

                  SECTION 2.07.  INTEREST ON REVOLVING CREDIT ADVANCES AND SWING
LINE ADVANCES.  (a) SCHEDULED INTEREST.  Each Borrower shall pay interest on the
unpaid  principal amount of each Revolving Credit Advance and Swing Line Advance
made to it and  owing to each  Lender  from the  date of such  Revolving  Credit
Advance or Swing Line Advance,  as the case may be, until such principal  amount
shall be paid in full, at the following rates per annum:

                  (i) BASE RATE ADVANCES.  During such periods as such Revolving
         Credit  Advance is a Base Rate Advance and for each Swing Line 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  (A) in the case of a Base Rate
         Advance that is not a Swing Line Advance,  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 or (B)
         in the case of a Base Rate Advance that is a Swing Line Advance, on the
         date such Swing Line Advance shall be paid in full.

                  (ii) EUROCURRENCY  RATE ADVANCES.  During such periods as such
         Revolving  Credit  Advance is a Eurocurrency  Rate Advance,  a rate per
         annum equal at all times during each Interest Period for such Revolving
         Credit  Advance  to the  sum of (x)  the  Eurocurrency  Rate  for  such
         Interest  Period  for  such  Revolving  Credit  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  Eurocurrency  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 Borrowers  shall
pay interest on (i) the unpaid principal amount of each Revolving Credit 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  Revolving  Credit 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.

                  SECTION 2.08. INTEREST RATE DETERMINATION.  (a) Each Reference
Bank  agrees to  furnish  to the Agent  timely  information  for the  purpose of
determining each Eurocurrency Rate and each LIBO 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  Company and the
Lenders of the applicable  interest rate determined by the Agent for purposes of
Section  2.07(a)(i) or (ii),  and the rate, if any,  furnished by each Reference
Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).
<PAGE>
                  (b) If, with respect to any  Eurocurrency  Rate Advances,  the
Required  Lenders  notify the Agent that (i) they are unable to obtain  matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on
the second  Business Day before the making of a Borrowing in sufficient  amounts
to fund their  respective  Revolving Credit Advances as a part of such Borrowing
during its Interest Period or (ii) the Eurocurrency 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  Eurocurrency Rate Advances
for such Interest  Period,  the Agent shall  forthwith so notify the Company and
the Lenders,  whereupon (A) the Borrower of such Eurocurrency  Advances will, on
the  last  day of the  then  existing  Interest  Period  therefor,  (1) if  such
Eurocurrency  Rate Advances are  denominated in Dollars,  either (x) prepay such
Advances or (y) Convert such  Advances  into Base Rate  Advances and (2) if such
Eurocurrency Rate Advances are denominated in any Committed Currency, either (x)
prepay such Advances or (y) redenominate such Advances into an Equivalent amount
of  Dollars  and  Convert  such  Advances  into Base Rate  Advances  and (B) the
obligation of the Lenders to make, or to Convert Revolving Credit Advances into,
Eurocurrency  Rate Advances shall be suspended  until the Agent shall notify the
Company 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  Eurocurrency  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,  (i) if such  Eurocurrency  Rate Advances are  denominated in Dollars,
Convert into Base Rate Advances and (ii) if such  Eurocurrency Rate Advances are
denominated in a Committed Currency,  be redenominated into an Equivalent amount
of Dollars and be Converted into Base Rate Advances.

                  (d) On the date on which the aggregate unpaid principal amount
of  Eurocurrency  Rate Advances  comprising any Borrowing  shall be reduced,  by
payment or prepayment or otherwise, to less than $5,000,000, 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 Eurocurrency Rate Advance will
automatically,  on the last day of the then existing  Interest Period  therefor,
(A) if such Eurocurrency Rate Advances are denominated in Dollars,  be Converted
into  Base  Rate  Advances  and  (B) if  such  Eurocurrency  Rate  Advances  are
denominated  in any  Committed  Currency,  be  redenominated  into an Equivalent
amount  of  Dollars  and be  Converted  into  Base  Rate  Advances  and (ii) the
obligation of the Lenders to make,  or to Convert  Advances  into,  Eurocurrency
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 Eurocurrency  Rate or LIBO Rate for any  Eurocurrency  Rate Advances or LIBO
Rate Advances, as the case may be,

                  (i) the Agent  shall  forthwith  notify  the  Company  and the
         Lenders  that  the  interest  rate  cannot  be   determined   for  such
         Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

                  (ii) with respect to  Eurocurrency  Rate  Advances,  each such
         Advance  will  automatically,  on the  last  day of the  then  existing
         Interest  Period  therefor,  (A) if such  Eurocurrency  Rate Advance is
         denominated  in Dollars,  be prepaid by the  applicable  Borrower or be
         automatically  Converted  into a Base  Rate  Advance  and  (B) if  such
         Eurocurrency Rate Advance is denominated in any Committed Currency,  be
         prepaid by the applicable  Borrower or be  automatically  redenominated
         into an Equivalent  amount of Dollars and be Converted into a Base Rate
<PAGE>
         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  Eurocurrency Rate
         Advances or LIBO Rate  Advances or to Convert Base Rate  Advances  into
         Eurocurrency  Rate  Advances  shall be suspended  until the Agent shall
         notify the Company and the Lenders that the circumstances  causing such
         suspension no longer exist.

                     SECTION 2.09.  OPTIONAL   CONVERSION  OF  REVOLVING  CREDIT
ADVANCES.  The Borrower of any Revolving Credit Advance 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  2.08 and 2.12,  Convert all  Revolving  Credit
Advances  denominated in Dollars of one Type  comprising the same Borrowing into
Revolving  Credit Advances  denominated in Dollars of the other Type;  PROVIDED,
HOWEVER,  that any  Conversion  of  Eurocurrency  Rate  Advances  into Base Rate
Advances  shall  be made  only on the last day of an  Interest  Period  for such
Eurocurrency   Rate  Advances,   any  Conversion  of  Base  Rate  Advances  into
Eurocurrency  Rate  Advances  shall be in an amount  not less  than the  minimum
amount  specified in Section  2.02(b) and no Conversion of any Revolving  Credit
Advances  shall  result  in  more  separate  Revolving  Credit  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 Dollar denominated  Revolving Credit Advances to be Converted,  and (iii) if
such Conversion is into Eurocurrency Rate Advances,  the duration of the initial
Interest  Period  for each such  Advance.  Each  notice of  Conversion  shall be
irrevocable and binding on the Borrower giving such notice.

                  SECTION 2.10.  PREPAYMENTS  OF REVOLVING  CREDIT  ADVANCES AND
SWING LINE ADVANCES.  (a) OPTIONAL.  Each Borrower may, upon notice at least two
Business Days' prior to the date of such prepayment, in the case of Eurocurrency
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 and Swing Line Advances,  to
the Agent  stating  the  proposed  date and  aggregate  principal  amount of the
prepayment,  and if such  notice  is  given  such  Borrower  shall,  prepay  the
outstanding principal amount of the Revolving Credit Advances comprising part of
the same Revolving  Credit  Borrowing or Swing Line Advances  comprising part of
the same Swing Line 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 (i) each partial  prepayment  shall be in an aggregate
principal  amount of (x)  $10,000,000  or an integral  multiple of $1,000,000 in
excess thereof in the case of Revolving Credit Advances  denominated in Dollars,
(y) the Equivalent of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof in the case of Revolving  Credit  Advances  denominated in any Committed
Currencies  (determined  on the date  notice of  prepayment  is  given)  and (z)
$1,000,000  or an integral  multiple  thereof in the case of Swing Line Advances
and (ii) in the event of any such  prepayment  of a  Eurocurrency  Rate Advance,
such  Borrower  shall be obligated to reimburse  the Lenders in respect  thereof
pursuant to Section 9.04(c).

                  (b)  MANDATORY  PREPAYMENTS.  (i) If the  Agent  notifies  the
Company on the second  Business Day prior to any interest  payment date that the
sum of (A) the aggregate principal amount of all Advances denominated in Dollars
then outstanding plus (B) the Equivalent in Dollars (both (A) and (B) determined
on the third Business Day prior to such interest  payment date) of the aggregate
principal  amount of all  Advances  denominated  in  Committed  Currencies  then
outstanding  exceeds 103% of the  aggregate  Commitments  of the Lenders on such
date,  the  Borrowers  shall,  within two  Business  Days after  receipt of such
notice,  prepay the  outstanding  principal  amount of any Advances owing by the
Borrowers  in an  aggregate  amount  sufficient  to reduce  such sum after  such
payment  to an amount not to exceed  100% of the  aggregate  Commitments  of the
<PAGE>
Lenders.  The Agent shall  provide  such notice to the Company at the request of
any Lender.

                  (ii) Each  prepayment  made  pursuant to this Section  2.10(b)
shall be made together with any interest  accrued to the date of such prepayment
on the  principal  amounts  prepaid  and,  in the  case of any  prepayment  of a
Eurocurrency  Rate  Advance or a LIBO Rate Advance on a date other than the last
day of an Interest Period or at its maturity,  any additional  amounts which the
Borrowers  shall be obligated  to  reimburse  to the Lenders in respect  thereof
pursuant  to  Section  9.04(c).  The  Agent  shall  give  prompt  notice  of any
prepayment required under this Section 2.10(b) to the Company and the Lenders.

                  SECTION 2.11.  INCREASED  COSTS. (a) If, due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation or (ii) the compliance with any guideline or request 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  Eurocurrency Rate
Advances or LIBO Rate Advances  (excluding for purposes of this Section 2.11 any
such  increased  costs  resulting  from (i)  Taxes or Other  Taxes  (as to which
Section 2.14 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
Company 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.  A
certificate  as to the amount of such increased  cost,  submitted to the Company
and the Agent by such  Lender,  shall  constitute  prima facie  evidence of such
amounts.

                  (b) If any Lender  determines that due to the  introduction of
or any  change  in or in the  interpretation  of any  law or  regulation  or any
guideline  or request  from any  central  bank or other  governmental  authority
(whether or not having the force of law), taking into consideration the policies
of such Lender and any  corporation  controlling  such  Lender  with  respect to
capital adequacy,  increases or would increase 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  increase is based upon the existence of such
Lender's commitment to lend hereunder and other commitments of this type and the
effect of such increase is to reduce the rate of return on such Lender's capital
or on the capital of the corporation  controlling such Lender, then, upon demand
by such Lender (with a copy of such demand to the Agent),  the Company 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 Company and the Agent by such Lender  shall  constitute  prima
facie evidence of such amounts.

                  SECTION 2.12. 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  Eurocurrency  Lending  Office to  perform  its
obligations  hereunder  to make  Eurocurrency  Rate  Advances  in Dollars or any
Committed Currency or LIBO Rate Advances in Dollars or any Committed Currency or
to fund or  maintain  Eurocurrency  Rate  Advances  in Dollars or any  Committed
Currency or LIBO Rate Advances in Dollars or any Committed  Currency  hereunder,
(a) each  Eurocurrency  Rate Advance or LIBO Rate  Advance,  as the case may be,
will  automatically,  upon such demand, (i) if such Eurocurrency Rate Advance or
<PAGE>
LIBO Rate  Advance is  denominated  in Dollars,  be  Converted  into a Base Rate
Advance  or an  Advance  that  bears  interest  at the rate set forth in Section
2.07(a)(i),  as the case may be, and (ii) if such  Eurocurrency  Rate Advance or
LIBO Rate Advance is denominated  in any Committed  Currency,  be  redenominated
into an Equivalent  amount of Dollars and be Converted  into a Base Rate Advance
or an Advance that bears  interest at the rate set forth in Section  2.07(a)(i),
as the case may be, and (b) the  obligation of the Lenders to make  Eurocurrency
Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurocurrency  Rate Advances shall be suspended  until the Agent shall notify the
Company and the Lenders that the circumstances causing such suspension no longer
exist.

                  SECTION  2.13.  PAYMENTS AND  COMPUTATIONS.  (a) Each Borrower
shall make each payment hereunder, except with respect to principal of, interest
on, and other amounts relating to, Advances denominated in a Committed Currency,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to
the Agent at the  applicable  Agent's  Account  in same day  funds  and  without
deduction,  set off or  counterclaim.  Each  Borrower  shall  make each  payment
hereunder with respect to principal of, interest on, and other amounts  relating
to, Advances denominated in a Committed Currency,  not later than 11:00 A.M. (at
the  Payment  Office for such  Committed  Currency)  on the day when due in such
Committed  Currency  to the Agent,  by  deposit of such funds to the  applicable
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  2.03,
2.11,  2.14 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
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
Extension  Date 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 the 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) 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, all computations of interest based on the  Eurocurrency  Rate or the Federal
Funds  Rate and of  facility  fees  shall be made by the Agent on the basis of a
year of 360 days and  computations  in respect of Competitive Bid Advances shall
be made by the Agent or the  Sub-Agent,  as the case may be, as specified in the
applicable  Notice of  Competitive  Bid Borrowing  (or, in each case of Advances
denominated in Committed Currencies where market practice differs, in accordance
with market practice), 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 facility  fees are payable.  Each  determination  by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                  (c) Whenever any payment hereunder or under the Notes 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
<PAGE>
of interest on or principal of Eurocurrency  Rate Advances or LIBO Rate Advances
to be made in the next following  calendar month,  such payment shall be made on
the next preceding Business Day.

                  (d)  Unless  the Agent  shall have  received  notice  from any
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 such  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 (i) the Federal Funds Rate in the case of Advances
denominated  in  Dollars  or (ii)  the cost of funds  incurred  by the  Agent in
respect  of  such  amount  in the  case of  Advances  denominated  in  Committed
Currencies.

                  SECTION 2.14. TAXES. (a) Any and all payments by each Borrower
hereunder or under the Notes shall be made,  in  accordance  with Section  2.13,
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
(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 Borrower shall be required by law to
deduct any Taxes from or in respect of any sum  payable  hereunder  or under any
Note 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 2.14) 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 Borrower shall make such
deductions  and (iii) such  Borrower  shall pay the full amount  deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

                  (b) In addition,  the Company  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
from the execution,  delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes (hereinafter  referred to as "OTHER
TAXES").

                  (c) Each Borrower  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 by any jurisdiction on
amounts  payable  under this Section  2.14) 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 30 days  after the date of any  payment  of Taxes,
each Borrower 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.  In
the case of any  payment  hereunder  or under  the Notes by or on behalf of such
<PAGE>
Borrower  through  an account or branch  outside  the United  States or by or on
behalf of such Borrower by a payor that is not a United States  person,  if such
Borrower determines that no Taxes are payable in respect thereof,  such Borrower
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  requested  in writing by the  Company  (but only so long as such
Lender remains  lawfully able to do so), shall provide each of the Agent and the
Company 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 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  thereof to the
Borrowers  and shall not be obligated  to include in such form or document  such
confidential information.

                  (f) Each Initial  Lender  hereby  confirms as of the Effective
Date, and each other Lender  confirms as of the effective date of the Assignment
and  Acceptance  pursuant  to which it becomes a party  hereto,  in favor of the
Agent that either (i) such Lender is not  resident in the United  Kingdom and is
beneficially  entitled to the Advances and the interest  thereon or (ii) it is a
bank as defined for the  purposes  of Section 349 of the Income and  Corporation
Taxes Act of 1988 of the United  Kingdom  and is  beneficially  entitled  to the
Advances and the interest thereon, and each Lender agrees to notify the Agent if
there is any change in its position from that set forth in this clause (f).

                  (g) For any period  with  respect to which a Lender has failed
to provide the Company with the  appropriate  form described in Section  2.14(e)
(OTHER THAN if such failure is due to a change in law  occurring  subsequent  to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under subsection (e) above),  such Lender shall not be
entitled to  indemnification  under Section 2.14(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
required  hereunder,  the Company shall take such steps at such Lender's expense
as the Lender  shall  reasonably  request  to assist the Lender to recover  such
Taxes.

<PAGE>
                  (h)  Any  Lender  claiming  any  additional   amounts  payable
pursuant to this Section 2.14 agrees to use reasonable efforts  (consistent with
its  internal  policy  and  legal and  regulatory  restrictions)  to change  the
jurisdiction of its  Eurocurrency  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  2.15.  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 Revolving  Credit Advances or
Swing Line Advances  owing to it (other than  pursuant to Section 2.11,  2.14 or
9.04(c)) in excess of its ratable  share of payments on account of the Revolving
Credit Advances or Swing Line Advances obtained by all the Lenders,  such Lender
shall  forthwith  purchase  from the other  Lenders such  participations  in the
Revolving  Credit  Advances  or Swing  Line  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  2.15 may, to the fullest  extent  permitted  by law,
exercise all its rights of payment (including the right of set-off) with respect
to such  participation  as fully as if such Lender  were the direct  creditor of
such Borrower in the amount of such participation.

                  SECTION 2.16. 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  Revolving
Credit  Advance  and each Swing Line  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 Revolving  Credit  Advances and
Swing Line Advances. Each Borrower agrees that upon notice by any Lender to such
Borrower  (with  a copy  of such  notice  to the  Agent)  to the  effect  that a
Revolving  Credit Note is required  or  appropriate  in order for such Lender to
evidence  (whether  for  purposes  of  pledge,  enforcement  or  otherwise)  the
Revolving  Credit  Advances and Swing Line Advances  owing to, or to be made by,
such Lender,  such Borrower shall promptly  execute and deliver to such Lender a
Revolving  Credit 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  such  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;
<PAGE>
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  2.17.  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  Company  and its  Consolidated
Subsidiaries, including commercial paper backstop and acquisition financing.

                  SECTION 2.18.  EXTENSION OF TERMINATION  DATE. (a) At least 30
days but not more than 45 days prior to each  anniversary of the Effective Date,
the  Company,  by written  notice to the Agent,  may request an extension of the
Termination  Date in effect  at such  time by one year  from its then  scheduled
expiration.  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 such  anniversary of the Effective Date,  notify the Company 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  Company in writing of its consent to any
such  request for  extension of the  Termination  Date at least 20 days prior to
such  anniversary  of the  Effective  Date,  such Lender shall be deemed to be a
Non-Consenting  Lender with respect to such request.  The Agent shall notify the
Company not later than 15 days prior to such  anniversary  of the Effective Date
of the decision of the Lenders  regarding the Company'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  applicable  anniversary  of the
Effective Date (the "EXTENSION  DATE"), be extended for one year;  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  Company,   such  Lender  or  any  other  Person;   PROVIDED  that  such
Non-Consenting  Lender's  rights under  Sections  2.11,  2.14 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 Company 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  applicable  anniversary of the Effective 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 Company and the Agent.  If after giving
effect to the  assignments  of  Commitments  described  above  there  remain any
Commitments of Non-Consenting  Lenders,  the Company may arrange for one or more
Consenting  Lenders or other Eligible  Assignees (each, an "ASSUMING LENDER") to
<PAGE>
assume,  effective  as of any  date  not  later  than  three  months  after  the
applicable 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;

                  (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

                  (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 2.11,
2.14 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, (A) each such Assuming  Lender,
if any,  shall have  delivered to the Company and the Agent an agreement in form
and substance  reasonably  satisfactory  to the Agent and the Company (each,  an
"ASSUMPTION   AGREEMENT"),   duly  executed  by  such  Assuming   Lender,   such
Non-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Company 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 Company,  and,
subject to the  satisfaction  of the  applicable  conditions in Article III, the
Termination  Date then in effect shall be extended for the  additional  one year
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
<PAGE>
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
SECTIONS 2.01 AND 2.03.  Sections 2.01 and 2.03 of this  Agreement  shall become
effective  on and as of the  first  date  (the  "EFFECTIVE  DATE")  on which the
following  conditions  precedent to the initial  Advance by any Lender have been
satisfied:

                  (a)  There  shall  exist  no  action,   suit,   investigation,
         litigation  or   proceeding   affecting  the  Company  or  any  of  its
         Consolidated  Subsidiaries  pending  or  threatened  before  any court,
         governmental  agency or arbitrator that (i) could be reasonably  likely
         to have a  Material  Adverse  Effect or (ii)  purports  to  affect  the
         legality,  validity or  enforceability of this Agreement or any Note or
         the consummation of the transactions contemplated hereby.

                  (b) 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 Company and its  Consolidated  Subsidiaries  as they
         shall have  reasonably  requested as a basis for making its decision to
         enter into its commitment hereunder.

                  (c) All  governmental  and third party  consents and approvals
         necessary  in  connection   with  the   transactions   by  the  Company
         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.

                  (d) The Company shall have notified the Agent in writing as to
         the proposed Effective Date.

                  (e) The Company  shall have paid all accrued fees and expenses
         of the Agent and the Lenders  (including the invoiced  accrued fees and
         expenses of counsel to the Agent).

                  (f) 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 Company,  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.
<PAGE>
                  (g) 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 Revolving  Credit Notes)
         in sufficient copies for each Lender:

                           (i) The Revolving  Credit Notes of the Company to the
                  order of the  Lenders  to the extent  requested  by any Lender
                  pursuant to Section 2.16.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Company  approving  this Agreement and the
                  Notes to be delivered by it, and of all  documents  evidencing
                  other necessary  corporate action and governmental  approvals,
                  if any,  with  respect to this  Agreement  and the Notes to be
                  delivered by it.

                           (iii) A certificate  of the Secretary or an Assistant
                  Secretary  of  the  Company  certifying  the  names  and  true
                  signatures  of the officers of the Company  authorized to sign
                  this  Agreement  and the Notes to be  delivered  by it and the
                  other documents to be delivered by it hereunder.

                           (iv) A  favorable  opinion  of  Nicholas  J.  Camera,
                  General Counsel of the Company, and of Cleary, Gottlieb, Steen
                  & Hamilton, counsel for the Company, substantially in the form
                  of Exhibits D-1 and D-2 hereto, respectively.

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

                  (h) The  termination of the commitments of the Lenders and the
         payment  in full of all Debt  outstanding  under the  bilateral  credit
         agreements  and  other  confirmed  lines of credit  listed on  Schedule
         3.01(h).

                  SECTION 3.02.  INITIAL ADVANCE TO EACH DESIGNATED  SUBSIDIARY.
The  obligation  of each  Lender to make an initial  Advance to each  Designated
Subsidiary  is subject to the receipt by the Agent on or before the date of such
initial  Advance  of each of the  following,  in form and  substance  reasonably
satisfactory  to the Agent and dated such date,  and (except  for the  Revolving
Credit Notes) in sufficient copies for each Lender:

                  (a) The Revolving  Credit Notes of such Designated  Subsidiary
         to the order of the  Lenders  to the  extent  requested  by any  Lender
         pursuant to Section 2.16.

                  (b)  Certified  copies  of the  resolutions  of the  Board  of
         Directors  of such  Designated  Subsidiary  (with a  certified  English
         translation if the original  thereof is not in English)  approving this
         Agreement  and the Notes to be  delivered  by it, and of all  documents
         evidencing other necessary corporate action and governmental approvals,
         if any, with respect to this Agreement.

                  (c) A  certificate  of a  proper  officer  of such  Designated
         Subsidiary  certifying the names and true signatures of the officers of
         such  Designated  Subsidiary  authorized to sign this Agreement and the
         Notes to be delivered by it and the other  documents to be delivered by
         it hereunder.

                  (d) A certificate  signed by a duly authorized  officer of the
         Company, certifying that such Designated Subsidiary shall have obtained
         all governmental and third party  authorizations,  consents,  approvals
<PAGE>
         (including  exchange  control  approvals)  and licenses  required under
         applicable   laws  and   regulations   necessary  for  such  Designated
         Subsidiary  to execute and deliver this  Agreement  and the Notes to be
         delivered  by  it  and  to  perform  its   obligations   hereunder  and
         thereunder.

                  (e)  A Designation Agreement duly executed by such Designated
         Subsidiary and the Company.

                  (f)  Favorable  opinions  of counsel  (which  may be  in-house
         counsel) to such  Designated  Subsidiary  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 request.

                  (g)  Such other  approvals,  opinions  or  documents  as  any
         Lender, through the Agent may reasonably request.

                  SECTION 3.03.  CONDITIONS  PRECEDENT TO EACH REVOLVING  CREDIT
BORROWING,  EACH SWING LINE BORROWING AND EXTENSION Date. The obligation of each
Lender and the Swing Line Bank to make an Advance (other than a Competitive  Bid
Advance and other than a Swing Line Advance made by a Lender pursuant to Section
2.02(b))  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 Revolving Credit  Borrowing or the applicable  Extension
Date the  following  statements  shall be true  (and  each of the  giving of the
applicable Notice of Revolving Credit Borrowing,  Notice of Swing Line Borrowing
or request for  Commitment  Extension and the  acceptance by any Borrower of the
proceeds  of such  Revolving  Credit  Borrowing  or Swing Line  Borrowing  shall
constitute a  representation  and warranty by such  Borrower that on the date of
such Borrowing or such Extension  Date, as the case may be, such  statements are
true):

                  (a) the  representations  and warranties  contained in Section
         4.01 (except,  in the case of Revolving Credit Borrowings or Swing Line
         Borrowings,  the  representation  set  forth  in the last  sentence  of
         subsection  (e)  thereof)  and,  in the  case of any  Revolving  Credit
         Borrowing or Swing Line Borrowing made to a Designated  Subsidiary,  in
         the Designation Agreement for such Designated  Subsidiary,  are correct
         on and as of  such  date,  before  and  after  giving  effect  to  such
         Revolving Credit Borrowing, Swing Line Borrowing or such Extension Date
         and to the application of the proceeds therefrom, as though made on and
         as of such date, and

                  (b) no event has occurred and is  continuing,  or would result
         from such  Revolving  Credit  Borrowing,  Swing Line  Borrowing or such
         Extension Date or from the application of the proceeds therefrom,  that
         constitutes a Default.

                  SECTION 3.04.  CONDITIONS  PRECEDENT TO EACH  COMPETITIVE  BID
BORROWING.  The  obligation  of each  Lender that is to make a  Competitive  Bid
Advance on the occasion of a Competitive Bid Borrowing to make such  Competitive
Bid  Advance  as  part of such  Competitive  Bid  Borrowing  is  subject  to the
conditions  precedent  that  (i) the  Agent  shall  have  received  the  written
confirmatory  Notice of Competitive Bid Borrowing with respect thereto,  (ii) on
or  before  the  date of such  Competitive  Bid  Borrowing,  but  prior  to such
Competitive Bid Borrowing,  the Agent shall have received a Competitive Bid Note
payable to the order of such Lender for each of the one or more  Competitive Bid
Advances to be made by such Lender as part of such Competitive Bid Borrowing, in
a principal  amount equal to the principal amount of the Competitive Bid Advance
to be evidenced  thereby and  otherwise on such terms as were agreed to for such
Competitive  Bid Advance in accordance  with Section 2.03, and (iii) on the date
of such  Competitive Bid Borrowing the following  statements  shall be true (and
each of the giving of the applicable Notice of Competitive Bid Borrowing and the
<PAGE>
acceptance  by the Borrower  requesting  such  Competitive  Bid Borrowing of the
proceeds of such Competitive Bid Borrowing shall constitute a representation and
warranty by such  Borrower  that on the date of such  Competitive  Bid Borrowing
such statements are true):

                  (a) the  representations  and warranties  contained in Section
         4.01  (except  the  representation  set forth in the last  sentence  of
         subsection  (e)  thereof)  and,  in the  case  of any  Competitive  Bid
         Borrowing made to a Designated Subsidiary, in the Designation Agreement
         for such  Designated  Subsidiary,  are correct on and as of the date of
         such Competitive Bid Borrowing,  before and after giving effect to such
         Competitive  Bid  Borrowing  and to  the  application  of the  proceeds
         therefrom, as though made on and as of such date, and

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

                  SECTION 3.05.  DETERMINATIONS UNDER SECTION 3.01 AND 3.02. For
purposes of determining  compliance  with the  conditions  specified in Sections
3.01 and 3.02,  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 Company, by notice to the Agent, designates as the proposed
Effective Date or the date of the initial  Advance to the applicable  Designated
Subsidiary,  as the case may be,  specifying  its objection  thereto.  The Agent
shall  promptly  notify the Lenders of the  occurrence of the Effective Date and
each date of initial Advance to a Designated Subsidiary, as applicable.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  REPRESENTATIONS AND WARRANTIES OF  THE COMPANY.
The Company represents and warrants as follows:


                  (a) The Company is a corporation duly organized, incorporated,
         validly  existing and in good  standing  under the laws of the State of
         Delaware,  and has all corporate  powers and all material  governmental
         licenses,  authorizations,  consents and approvals required to carry on
         its business.

                  (b) The execution,  delivery and performance by the Company of
         this   Agreement  and  the  Notes  to  be  delivered  by  it,  and  the
         consummation of the transactions  contemplated  hereby,  are within the
         Company's  corporate powers, have been duly authorized by all necessary
         corporate action, and do not contravene, or constitute a default under,
         any provision of applicable law or regulation or of the  certificate of
         incorporation  of the Company or of any  judgment,  injunction,  order,
         decree, material agreement or other instrument binding upon the Company
         or result in the creation or imposition of any Lien on any asset of the
         Company or any of its Consolidated Subsidiaries.

                  (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 Company of this  Agreement  or the Notes to be
         delivered by it.
<PAGE>
                  (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 the Company.  This Agreement is, and each of the Notes
         to be  delivered  by it when  delivered  hereunder  will be, the legal,
         valid and binding  obligation  of the Company  enforceable  against the
         Company  in  accordance  with  their  respective   terms,   subject  to
         applicable bankruptcy, insolvency, reorganization,  moratorium or other
         laws affecting the rights of creditors generally and subject to general
         principles of equity.

                  (e) The  Consolidated  balance  sheet of the  Company  and its
         Consolidated  Subsidiaries  as at December  31,  1999,  and the related
         Consolidated statements of income and cash flows of the Company and its
         Consolidated  Subsidiaries for the fiscal year then ended,  accompanied
         by  an  opinion  of  PricewaterhouseCoopers   LLP,  independent  public
         accountants,  and the Consolidated balance sheet of the Company and its
         Consolidated  Subsidiaries  as at  March  31,  2000,  and  the  related
         Consolidated statements of income and cash flows of the Company and its
         Consolidated  Subsidiaries  for  the  three  months  then  ended,  duly
         certified by the chief financial officer or chief accounting officer of
         the Company, copies of which have been furnished to each Lender, fairly
         present,  subject,  in the case of said  balance  sheet as at March 31,
         2000, and said statements of income and cash flows for the three months
         then ended, to the absence of footnotes and year-end audit adjustments,
         the   Consolidated   financial   condition   of  the  Company  and  its
         Consolidated Subsidiaries as at such dates and the Consolidated results
         of the operations of the Company and its Consolidated  Subsidiaries for
         the  periods  ended on such dates,  all in  accordance  with  generally
         accepted accounting principles consistently applied. Since December 31,
         1999, there has been no Material Adverse Change.

                  (f) There is no action,  suit,  investigation,  litigation  or
         proceeding  pending  against,  or to  the  knowledge  of  the  Company,
         threatened against the Company or any of its Consolidated  Subsidiaries
         before any court or  arbitrator  or any  governmental  body,  agency or
         official  in which  there is a  significant  probability  of an adverse
         decision that (i) would have a Material Adverse Effect 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) Each of the Company and its ERISA Affiliates has fulfilled
         its obligations  under the minimum  funding  standards of ERISA and the
         Internal Revenue Code with respect to each Plan and is in compliance in
         all material respects with the presently applicable provisions of ERISA
         and the  Internal  Revenue Code except when the failure to comply would
         not have a Material  Adverse Effect.  None of the Company or any of its
         ERISA Affiliates has incurred any unsatisfied material liability to the
         PBGC or a Plan under Title IV of ERISA  other than a  liability  to the
         PBGC for premiums under Section 4007 of ERISA.

                  (h) The  Company is not 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).  Following the application of the proceeds of
         each Advance, not more than 25% of the value of the property and assets
         of the  Company  and its  Consolidated  Subsidiaries  taken as a whole,
         subject  to  the  provisions  of  Section  5.02(a)  or  subject  to any
         restriction  contained  in any  agreement  or  instrument  between  the
         Company and any Lender or any Affiliate of any Lender  relating to Debt
         within the scope of Section  6.01(d) will be "margin stock" (within the
         meaning  of  Regulation  U of the  Board of  Governors  of the  Federal
         Reserve System).
<PAGE>
                  (i) The Company is not an "investment  company",  or a company
         "controlled"  by an  "investment  company",  within the  meaning of the
         Investment Company Act of 1940, as amended.

                  (j) The Company and its Consolidated  Subsidiaries  have filed
         all United States Federal income tax returns and all other material tax
         returns  which are required to be filed by them and have paid all taxes
         due reported on such returns or pursuant to any assessment  received by
         the  Company or any  Consolidated  Subsidiary,  to the extent that such
         assessment  has become due. The  charges,  accruals and reserves on the
         books of the Company and its  Consolidated  Subsidiaries  in respect of
         taxes or other governmental charges are, in the opinion of the Company,
         adequate  except for those which are being  contested  in good faith by
         the Company.

                  (k)  Each  of the  Company's  Consolidated  Subsidiaries  is a
         corporation duly organized, validly existing and in good standing under
         the laws of its  jurisdiction of  incorporation,  and has all corporate
         powers and all material governmental licenses, authorizations, consents
         and  approvals  required  to carry on its  business,  all to the extent
         material to the Company and its  Consolidated  Subsidiaries  taken as a
         whole.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

                  SECTION  5.01.  AFFIRMATIVE COVENANTS.  So long as any Advance
shall  remain  unpaid or any Lender  shall have any  Commitment  hereunder,  the
Company will:

                  (a) COMPLIANCE  WITH LAWS,  ETC.  Comply and cause each of its
         Consolidated  Subsidiaries to comply,  with all applicable laws, rules,
         regulations and orders, such compliance to include, without limitation,
         compliance with ERISA and applicable  environmental  laws, except where
         the necessity of  compliance is being  contested in good faith or where
         failure to comply would not have a Material Adverse Effect.

                  (b) PAYMENT OF TAXES,  ETC. Pay and discharge,  and cause each
         of its Consolidated 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 solely by operation of law become
         a Lien upon its property;  PROVIDED,  HOWEVER, that neither the Company
         nor any of its  Consolidated  Subsidiaries  shall be required to pay or
         discharge any such tax, assessment, levy, charge or claim that is being
         contested  in good  faith  and by  proper  proceedings  and as to which
         appropriate  reserves in accordance with generally accepted  accounting
         principles  are being  maintained,  unless and until any Lien resulting
         therefrom attaches to its property and becomes  enforceable against its
         other creditors.

                  (c) MAINTENANCE OF INSURANCE.  Maintain, and cause each of its
         Consolidated  Subsidiaries  to maintain,  all to the extent material to
         the Company and its Consolidated  Subsidiaries  taken as a whole,  with
         responsible and reputable insurance companies or associations, physical
         damage  insurance  on all real and  personal  property  on an all risks
         basis,  covering the repair and  replacement  cost of all such property
         and  consequential  loss coverage for business  interruption  and extra
         expense,  public  liability  insurance  in  an  amount  not  less  than
         $25,000,000  and such other  insurance  covering such other risks as is
         customarily carried by companies of established  reputations engaged in
<PAGE>
         similar  businesses and owning  similar  properties in the same general
         areas in which the Company or such  Consolidated  Subsidiary  operates;
         PROVIDED,  however, that the Company and its Consolidated  Subsidiaries
         may  self-insure  to the same  extent  as other  companies  engaged  in
         similar  businesses and owning  similar  properties in the same general
         areas in which the Company or such Consolidated Subsidiary operates and
         to the extent consistent with prudent business practice.

                  (d)  PRESERVATION OF CORPORATE  EXISTENCE,  ETC.  Preserve and
         maintain,  and cause each of its Consolidated  Subsidiaries to preserve
         and maintain,  its corporate existence,  rights (charter and statutory)
         and franchises necessary in the normal conduct of its business,  all to
         the extent  material to the Company and its  Consolidated  Subsidiaries
         taken  as  a  whole;  PROVIDED,  HOWEVER,  that  the  Company  and  its
         Consolidated  Subsidiaries  may consummate any merger or  consolidation
         permitted under Section  5.02(b) and PROVIDED  FURTHER that neither the
         Company nor any of its Consolidated  Subsidiaries  shall be required to
         preserve  any  right or  franchise  if the  Board of  Directors  of the
         Company  or such  Consolidated  Subsidiary  shall  determine  that  the
         preservation  thereof is no longer  desirable in the normal  conduct of
         the  business of the Company or such  Consolidated  Subsidiary,  as the
         case may be, and that the loss  thereof is not  material to the Company
         and its Consolidated Subsidiaries taken as a whole.

                  (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  at their own  expense,  to  examine  and make
         copies of and  abstracts  from the records and books of account of, and
         visit  the  properties  of,  the  Company  and any of its  Consolidated
         Subsidiaries,  and to discuss the affairs, finances and accounts of the
         Company  and any of its  Consolidated  Subsidiaries  with  any of their
         officers and with their independent  certified public accountants,  all
         as often as may  reasonably  be necessary to ensure  compliance  by the
         Company with its obligations hereunder.

                  (f) KEEPING OF BOOKS. Keep, and cause each of its Consolidated
         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  Company  and  each  such   Consolidated
         Subsidiary in accordance  with sound business  practices and applicable
         statutory   requirements  so  as  to  permit  the  preparation  of  the
         Consolidated  financial  statements of the Company and its Consolidated
         Subsidiaries   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  Consolidated  Subsidiaries to maintain and preserve,
         all of its  properties  that are used and useful in the  conduct of its
         business in good working  order and  condition,  ordinary wear and tear
         excepted,  except  where the failure to do so would not have a Material
         Adverse Effect.

                  (h) REPORTING REQUIREMENTS.  Furnish to the Lenders  or notify
         the Lenders of the availability of:

                           (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 Company, the unaudited Consolidated balance
                  sheet of the Company and its  Consolidated  Subsidiaries as of
                  the end of such quarter and unaudited Consolidated  statements
                  of income and cash flows of the Company  and its  Consolidated
                  Subsidiaries  for  the  period  commencing  at the  end of the
                  previous  fiscal year and ending with the end of such quarter,
<PAGE>
                  duly  certified  (except  for the  absence  of  footnotes  and
                  subject to year-end audit  adjustments) by the chief financial
                  officer of the Company as having been  prepared in  accordance
                  with   generally   accepted   accounting   principles   and  a
                  certificate of the chief financial officer or chief accounting
                  officer of the  Company,  which  certificate  shall  include a
                  statement  that  such  officer  has no  knowledge,  except  as
                  specifically  stated,  of any  condition,  event or act  which
                  constitutes a Default and setting  forth in reasonable  detail
                  the  calculations  necessary to  demonstrate  compliance  with
                  Section 5.03 on the date of such balance sheet,  PROVIDED that
                  in the event that  generally  accepted  accounting  principles
                  used in the  preparation  of such financial  statements  shall
                  differ from GAAP, the Company shall also provide, if necessary
                  for the  determination  of  compliance  with  Section  5.03, a
                  statement  of   reconciliation   conforming   such   financial
                  statements to GAAP;

                           (ii) as soon as available  and in any event within 95
                  days after the end of each fiscal year of the Company,  a copy
                  of the  audited  financial  statements  for such  year for the
                  Company  and its  Consolidated  Subsidiaries,  containing  the
                  Consolidated balance sheet of the Company and its Consolidated
                  Subsidiaries   as  of  the  end  of  such   fiscal   year  and
                  Consolidated  statements  of  income  and  cash  flows  of the
                  Company  and its  Consolidated  Subsidiaries  for such  fiscal
                  year,  in each  case  accompanied  by the  report  thereon  of
                  PricewaterhouseCoopers   LLP  or  other   independent   public
                  accountants of nationally recognized standing, together with a
                  certificate of the chief financial officer or chief accounting
                  officer of the  Company,  which  certificate  shall  include a
                  statement  that  such  officer  has no  knowledge,  except  as
                  specifically  stated,  of any  condition,  event or act  which
                  constitutes a Default and setting  forth in reasonable  detail
                  the  calculations  necessary to  demonstrate  compliance  with
                  Section  5.03  on  the  date  of  such  financial  statements,
                  PROVIDED that in the event that generally accepted  accounting
                  principles   used  in  the   preparation   of  such  financial
                  statements  shall  differ from GAAP,  the  Company  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 ten
                  days  after  the  chief  executive  officer,  chief  operation
                  officer,  principal financial officer or principal  accounting
                  officer  of the  Company  knows or has  reason  to know of the
                  occurrence  of each  Default  continuing  on the  date of such
                  statement,  a statement of such officer of the Company setting
                  forth  details of such Default and the action that the Company
                  has taken and proposes to take with respect thereto;

                           (iv)  promptly  after the sending or filing  thereof,
                  copies  of  all  quarterly   and  annual   reports  and  proxy
                  solicitations   that   the   Company   sends  to  any  of  its
                  securityholders,  and  copies of all  reports  on form 8-K and
                  registration  statements for the public offering of securities
                  (other than  pursuant  to employee  Plans) that the Company or
                  any  Consolidated  Subsidiary  files with the  Securities  and
                  Exchange Commission;
<PAGE>
                           (v) promptly after the commencement  thereof,  notice
                  of all actions and proceedings before any court,  governmental
                  agency  or  arbitrator  affecting  the  Company  or any of its
                  Consolidated  Subsidiaries  of the type  described  in Section
                  4.01(f); and

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

         The financial  statements  required to be delivered pursuant to clauses
         (i) and (ii) and the  reports  required  to be  delivered  pursuant  to
         clause  (iv) of this  Section  5.01(h)  shall be  deemed  to have  been
         delivered on the date on which the Company  notifies the Agent,  in the
         case of clauses  (i) and (ii),  that the  reports on Form 10-K and Form
         10-Q,  respectively,  containing such financial  statements and, in the
         case of clause  (iv),  that such  reports have been posted on the SEC's
         website at  WWW.SEC.GOV;  PROVIDED that the Company shall deliver paper
         copies of the reports  (without  the exhibits  thereto)  referred to in
         clauses (i), (ii) and (iv) of this Section  5.01(h) to the Agent or any
         Lender who  requests  the Company to deliver  such paper  copies  until
         written notice to cease  delivering  paper copies is given by the Agent
         or such  Lender  and  PROVIDED,  FURTHER,  that in every  instance  the
         Company shall provide paper copies of the  certificates  required to be
         delivered in  accordance  with this Section  5.01(h) until such time as
         the Agent shall provide the Company notice otherwise.

                  SECTION  5.02.  NEGATIVE  COVENANTS.  So long  as any  Advance
shall  remain  unpaid or any Lender  shall have any  Commitment  hereunder,  the
Company will not:

                  (a)      LIENS,  ETC. Create or suffer to exist, or permit any
         of  its  Consolidated  Subsidiaries  to  create or suffer to exist, any
         Lien  on  or  with  respect to  any of its assets, whether now owned or
         hereafter acquired, other than:

                           (i)   Liens existing on the date hereof;

                           (ii)  any   Lien   existing  on  any  asset  of   any
                  corporation   at   the   time   such   corporation  becomes  a
                  Consolidated  Subsidiary  and not  created in contemplation of
                  such event;

                           (iii) any Lien on any asset securing Debt incurred or
                  assumed  for the purpose of  financing  all or any part of the
                  cost of acquiring such asset, PROVIDED that such Lien attaches
                  to such  asset  concurrently  with or within 90 days after the
                  acquisition thereof;

                           (iv)  any  Lien  on  any  asset  of  any  corporation
                  existing  at the  time  such  corporation  is  merged  into or
                  consolidated with the Company or a Consolidated Subsidiary and
                  not created in contemplation of such event;

                           (v)   any  Lien  existing  on any asset  prior to the
                  acquisition   thereof  by   the  Company   or  a  Consolidated
                  Subsidiary   and   not   created   in  contemplation  of  such
                  acquisition;
<PAGE>
                           (vi) any Lien created in connection with  capitalized
                  lease  obligations,  but only to the  extent  that  such  Lien
                  encumbers  property  financed by such capital lease obligation
                  and  the  principal   component  of  such  capitalized   lease
                  obligation is not increased;

                           (vii)  Liens  arising in the  ordinary  course of its
                  business  which (A) do not  secure  Debt and (B) do not in the
                  aggregate  materially  impair the operation of the business of
                  the  Company  and its  Consolidated  Subsidiaries,  taken as a
                  whole;

                           (viii)  any  Lien  arising  out of  the  refinancing,
                  extension,  renewal or  refunding  of any Debt  secured by any
                  Lien  permitted  by any  of  the  foregoing  clauses  of  this
                  Section,  PROVIDED  that such Debt is not increased and is not
                  secured by any additional assets;

                           (ix) Liens securing taxes, assessments, fees or other
                  governmental  charges or levies,  Liens securing the claims of
                  materialmen,  mechanics, carriers, landlords, warehousemen and
                  similar  Persons,  Liens  incurred in the  ordinary  course of
                  business   in   connection   with   workmen's    compensation,
                  unemployment insurance and other similar laws, Liens to secure
                  surety,   appeal  and  performance  bonds  and  other  similar
                  obligations  not incurred in connection  with the borrowing of
                  money,  and  attachment,  judgment  and  other  similar  Liens
                  arising in connection  with court  proceedings  so long as the
                  enforcement of such Liens is effectively stayed and the claims
                  secured   thereby  are  being   contested  in  good  faith  by
                  appropriate proceedings;

                           (x) Liens not  otherwise  permitted by the  foregoing
                  clauses  of  this  Section   securing  Debt  in  an  aggregate
                  principal  amount at any time outstanding not to exceed 10% of
                  the Consolidated net worth of the Company and its Consolidated
                  Subsidiaries; and

                           (xi) any Liens on property arising in connection with
                  a securities repurchase transaction.

                  (b) MERGERS,  ETC. (i) Merge or  consolidate  with or into any
         Person (other than a  Consolidated  Subsidiary  of the Company)  except
         that the Company  may agree to merge or  consolidate  any  Consolidated
         Subsidiary  with any Person in connection  with an  acquisition of such
         Person,  (ii)  sell,  lease  or  otherwise  transfer  (whether  in  one
         transaction or a series of transactions)  all or  substantially  all of
         the  Company's  business  or assets  (whether  now  owned or  hereafter
         acquired) to any Person  (other than a  Consolidated  Subsidiary of the
         Company)  or  (iii)  permit  any  Consolidated  Subsidiary  to merge or
         consolidate  with or into or transfer  (whether in one transaction or a
         series  of  transactions)  all or any  substantial  part of its  assets
         (whether now owned or hereafter  acquired) to any Person except (x) the
         Company or another  Consolidated  Subsidiary  of the  Company or to any
         other  Person if the Board of  Directors of the Company (or the finance
         committee  or an  officer  of the  Company  duly  authorized  for  such
         purpose)  determines in good faith that the Consolidated  Subsidiary or
         the assets of such Consolidated Subsidiary, as the case may be, are not
         material to the Company and its  Consolidated  Subsidiaries  taken as a
         whole,  and  (y)  any   Consolidated   Subsidiary  may  merge  with  or
         consolidate  into any Person in connection  with an acquisition of such
<PAGE>
         Person, PROVIDED, in each case, that no Default shall have occurred and
         be continuing at the time of such proposed  transaction or would result
         therefrom.

                  (c) ACCOUNTING  CHANGES.  Make or permit, or permit any of its
         Consolidated  Subsidiaries to make or permit,  any change in accounting
         policies or  reporting  practices,  except as required or  permitted by
         generally  accepted  accounting   principles  or  applicable  statutory
         requirements.

                  (d)  CHANGE IN  NATURE  OF  BUSINESS.  Engage,  or permit  any
         Consolidated Subsidiary to engage,  predominantly in any business other
         than  business of the same general type as conducted on the date hereof
         by the Company and its Consolidated Subsidiaries.

                  SECTION  5.03.  FINANCIAL  COVENANTS.  So long as any  Advance
shall  remain  unpaid or any Lender  shall have any  Commitment  hereunder,  the
Company will:

                  (a) INTEREST COVERAGE RATIO.  Maintain,  as of the end of each
         fiscal quarter,  a ratio of Consolidated  EBITDA of the Company and its
         Consolidated  Subsidiaries  for the four fiscal  quarters then ended to
         Interest Expense during such period by the Company and its Consolidated
         Subsidiaries of not less than 3.5 to 1.

                  (b)  DEBT TO  EBITDA  RATIO.  Maintain,  as of the end of each
         fiscal  quarter,  a ratio of Debt for  Borrowed  Money to  Consolidated
         EBITDA of the Company and its  Consolidated  Subsidiaries  for the four
         quarters then ended of not greater than 3.5 to 1.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION  6.01.  EVENTS  OF  DEFAULT.  If any of the  following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) The  Company or any other  Borrower  shall fail to pay any
         principal of any Advance when the same becomes due and payable;  or the
         Company or any other  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 five  Business  Days after the
         same becomes due and payable; or

                  (b) Any  representation or warranty made by the Company or any
         Designated  Subsidiary  (or any of its  officers)  in any  certificate,
         financial  statement  or  other  document  delivered  pursuant  to this
         Agreement  shall prove to have been  incorrect in any material  respect
         when made; or

                  (c) (i) The Company shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(e) or (h), 5.02(a), (b)
         or (d) or 5.03;  (ii) the Company or any other  Borrower  shall fail to
         perform or observe any term, covenant or agreement contained in Section
         5.01(d)  if such  failure  shall  remain  unremedied  for 10 days after
         written  notice  thereof  shall have been  given to the  Company by the
         Agent or any Lender;  or (iii) the Company or any other  Borrower 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  Company  by the  Agent or any
         Lender; or
<PAGE>
                  (d) The Company or any of its Consolidated  Subsidiaries shall
         fail to pay any  principal  of or premium or  interest on any Debt (but
         excluding   Debt   outstanding   hereunder)  of  the  Company  or  such
         Consolidated 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  creating or  evidencing  such Debt;  or any other event
         shall occur or condition  shall exist under any agreement or instrument
         creating  or  evidencing  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;  PROVIDED that
         the aggregate principal amount (or, in the case of any payment default,
         failure or other event in respect of a Hedge Agreement,  the net amount
         due and  payable  under  such  Hedge  Agreement  as of the date of such
         payment  default,  failure  or  event) of all Debt as to which any such
         payment defaults (whether or not at stated maturity thereof),  failures
         or  other  events  shall  have  occurred  and  be  continuing   exceeds
         $10,000,000; or

                  (e) The Company or any of its Consolidated  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  Company  or  any  of  its
         Consolidated  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 Company or any of its Consolidated
         Subsidiaries  shall take any  corporate  action to authorize any of the
         actions set forth above in this subsection (e);  PROVIDED,  that if any
         of the actions or events set forth above in this  subsection  (e) shall
         be taken in  respect  of,  or occur  with  respect  to, a  Consolidated
         Subsidiary and the assets or revenues of such  Consolidated  Subsidiary
         and its  Consolidated  Subsidiaries,  taken as a whole,  comprise 5% or
         less of the assets or  revenues,  respectively,  of the Company and its
         Consolidated  Subsidiaries  taken as a whole; the taking of such action
         or the  happening  of such  event  shall  not  constitute  an  Event of
         Default;   so  long  as  the  aggregate  assets  and  revenues  of  any
         Consolidated  Subsidiaries  otherwise subject to such actions or events
         set  forth  above do not  compromise  more  than 15% of the  assets  or
         revenues,   respectively,   of  the   Company   and  its   Consolidated
         Subsidiaries taken as a whole; or
<PAGE>
                  (f)  Judgments or orders for the payment of money in excess of
         $10,000,000 in the aggregate  shall be rendered  against the Company or
         any  of  its  Consolidated  Subsidiaries  and  either  (i)  enforcement
         proceedings  shall  have  been  commenced  by any  creditor  upon  such
         judgment or order or (ii) there  shall be any period of 60  consecutive
         days during which a stay of enforcement  of such judgment or order,  by
         reason of a pending appeal or otherwise, shall not be in effect; or

                  (g) (i) Any  Person or two or more  Persons  acting in concert
         (other  than the  Company  or a  Consolidated  Subsidiary)  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 Company (or other
         securities convertible into such Voting Stock) representing 30% or more
         of the combined  voting  power of all Voting  Stock of the Company;  or
         (ii) during any period of up to 24 consecutive months, commencing after
         the date of this  Agreement,  individuals  who at the beginning of such
         period  were  directors  of the  Company  shall cease for any reason to
         constitute a majority of the board of  directors of the Company  unless
         the election or nomination  for election by the Company's  stockholders
         of each new director was approved by the vote of at least two-thirds of
         the directors  then still in office who were directors at the beginning
         of such period; or

                  (h) The  Company or any of its ERISA  Affiliates  shall  incur
         liability,  or in the case of clause  (i)  below,  shall be  reasonably
         likely to incur liability, in excess of $10,000,000 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 Company or
         any of its ERISA  Affiliates  from a  Multiemployer  Plan; or (iii) the
         reorganization or termination of a Multiemployer Plan; or

                  (i) so long as any Consolidated Subsidiary of the Company is a
         Designated  Subsidiary,  any  provision  of  Article  VII shall for any
         reason  cease to be valid and  binding on or  enforceable  against  the
         Company, or the Company shall so state in writing;

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  Company  and the other
Borrowers,  declare the  obligation of each Lender to make Advances  (other than
Swing Line  Advances to be made by a Lender  pursuant to Section  2.02(b)) 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
Company and the other 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 Borrower under the Federal  Bankruptcy  Code, (A)
the  obligation of each Lender to make Advances  (other than Swing Line Advances
to be made by a Lender  pursuant  to Section  2.02(b))  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
each Borrower.
<PAGE>
                                   ARTICLE VII

                                    GUARANTY

                  SECTION  7.01.   GUARANTY.   The  Company  hereby  absolutely,
unconditionally and irrevocably guarantees, as a guarantee of payment and not of
collection,  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  Borrower now or hereafter  existing under or in
respect of 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 counsel) incurred by the
Agent or any other  Lender in  enforcing  any  rights  under this  Article  VII.
Without limiting the generality of the foregoing,  the Company's liability shall
extend to all amounts that  constitute  part of the Guaranteed  Obligations  and
would be owed by any  such  Borrower  to the  Agent  or any  Lender  under or in
respect  of this  Agreement  or 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 Borrower.

                  SECTION 7.02.  GUARANTY ABSOLUTE.  The Company 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 any Lender with respect thereto.  The obligations of the Company under
or in respect of this Article VII are independent of the Guaranteed  Obligations
or any other  obligations  of any other  Borrower  under or in  respect  of this
Agreement  and the Notes,  and a separate  action or actions  may be brought and
prosecuted  against the Company to enforce  this Article  VII,  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 Company  under this
Article VII shall be irrevocable,  absolute and  unconditional  irrespective of,
and the  Company  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 this Agreement
         (other than this Article VII), the Notes 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 Borrower under
         this  Agreement or the Notes or any other assets of any Borrower or any
         of its Subsidiaries;
<PAGE>
                  (e) any change,  restructuring or termination of the corporate
         structure or existence of any Borrower or any of its Subsidiaries;

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

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

This Article VII 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 any Lender or the Agent 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 Company
hereby unconditionally and irrevocably waives promptness,  diligence,  notice of
acceptance,  presentment,  demand  for  performance,  notice of  nonperformance,
default, acceleration,  protest or dishonor and any other notice with respect to
any of the Guaranteed  Obligations and this Article VII and any requirement that
any  Lender or the Agent  protect,  secure,  perfect  or insure  any Lien or any
property  subject  thereto or exhaust  any right or take any action  against any
Borrower or any other Person or any collateral.

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

                  (c) The Company hereby  unconditionally and irrevocably waives
(i) any defense arising by reason of any claim or defense based upon an election
of  remedies  by any Lender or the Agent that in any  manner  impairs,  reduces,
releases  or  otherwise   adversely  affects  the  subrogation,   reimbursement,
exoneration,  contribution  or  indemnification  rights of the  Company or other
rights of the Company to proceed  against any Borrower,  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 Company
hereunder.

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

                  (e) The Company  acknowledges that it will receive substantial
direct and indirect  benefits from the financing  arrangements  contemplated  by
this  Agreement and the Notes 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 Company 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  Company's
<PAGE>
Obligations  under  or in  respect  of  this  Article  VII,  including,  without
limitation, any right of subrogation,  reimbursement,  exoneration, contribution
or  indemnification  and any right to  participate in any claim or remedy of any
Lender or the Agent 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
Article VII 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  Company  in
violation of the immediately  preceding  sentence at any time prior to the later
of (a) the payment in full in cash of the Guaranteed  Obligations  and all other
amounts payable under this Article VII and (b) the Termination Date, such amount
shall be  received  and held in trust for the  benefit  of the  Lenders  and the
Agent,  shall be  segregated  from other  property  and funds of the Company 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
Article VII, 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 Article VII thereafter  arising.  If (i) the Company
shall  make  payment  to any  Lender  or the  Agent  of all or any  part  of the
Guaranteed  Obligations,  (ii) all of the Guaranteed  Obligations  and all other
amounts  payable under this Article VII shall have been paid in full in cash and
(iii) the Termination Date shall have occurred,  the Lenders and the Agent will,
at the  Company's  request  and  expense,  execute  and  deliver to the  Company
appropriate documents,  without recourse and without representation or warranty,
necessary to evidence the transfer by  subrogation to the Company of an interest
in the  Guaranteed  Obligations  resulting from such payment made by the Company
pursuant to this Article VII.

                  SECTION 7.05. CONTINUING GUARANTY;  ASSIGNMENTS.  The guaranty
under this  Article VII is a  continuing  guaranty  and shall (a) remain in full
force  and  effect  until the  later of (i) the  payment  in full in cash of the
Guaranteed  Obligations and all other amounts payable under this Article VII and
(ii) the Termination  Date, (b) be binding upon the Company,  its successors and
assigns  and (c) inure to the benefit of and be  enforceable  by the Lenders and
the Agent 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 Company shall not have
the right to assign its rights  hereunder  or any  interest  herein  without the
prior written consent 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
<PAGE>
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 the Company or any other
Borrower pursuant to the terms of this Agreement.

                  SECTION 8.02. AGENT'S RELIANCE, ETC. Neither the Agent nor any
of its directors,  officers,  agents or employees shall be liable for any action
taken or  omitted  to be taken by it or them  under or in  connection  with this
Agreement,  except for its or their own gross negligence or willful  misconduct.
Without limitation of the generality of the foregoing,  the Agent: (i) may treat
the Lender that made any Advance as the holder of the Debt  resulting  therefrom
until the Agent receives and accepts an Assumption  Agreement entered into by an
Assuming  Lender as provided in Section  2.18 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  Company),  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  or observance of any of the terms,  covenants or conditions of this
Agreement  on the part of the  Company or any other  Borrower  or to inspect the
property (including the books and records) of the Company or any other Borrower;
(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 the 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 Company,
any  of its  Subsidiaries  and  any  Person  who  may do  business  with  or own
securities  of the Company or any such  Subsidiary,  all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.

                  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 Company),  ratably  according to
<PAGE>
the respective  principal  amounts of the Revolving Credit Advances then owed to
each of them (or if no Revolving  Credit  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  Company.  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 Company 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.  If no  successor  Agent shall have been so  appointed  by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring  Agent's giving of notice of  resignation or the Required  Lenders'
removal of the retiring  Agent,  then the  retiring  Agent may, on behalf of the
Lenders,  appoint a successor Agent,  which shall be a 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 VII 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 Company,  each other Borrower 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"  (other than the Agent) on the signature  pages hereof 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 Revolving  Credit Notes,  nor consent to any
departure by the Company or any other Borrower therefrom,  shall in any event be
<PAGE>
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 or Section  3.02,  (b)  except as  provided  in  Section  2.18(c),
increase the Commitments of the Lenders or subject the Lenders to any additional
obligations,  (c) reduce the principal of, or interest on, the Revolving  Credit
Advances or any fees or other amounts payable hereunder,  (d) except as provided
in Section 2.18(c),  postpone any date fixed for any payment of principal of, or
interest on, the Revolving  Credit 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  Revolving  Credit  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  Company  under
Section 7.01 or release or otherwise limit the Company's  liability with respect
to its  obligations  under  Article  VII or (g) amend  this  Section  9.01;  and
provided  FURTHER  that (x) 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; (y) no amendment,  waiver or consent  shall,  unless in writing and
signed by the Swing Line Bank, in addition to the Lenders required above to take
such action,  affect the rights or obligations of the Swing Line Bank under this
Agreement  and (z) no  amendment,  waiver or consent of Section  9.07(f)  shall,
unless in writing and signed by each Lender that has granted a funding option to
an SPC in addition to the Lenders required above to take such action, affect the
rights or duties of such Lender or SPC 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 the Company or any other Borrower,  to the Company,  at its
address at 1271 Avenue of the  Americas,  New York,  New York 10020,  Attention:
Vice President and Treasurer (with a copy at the same address to the Senior Vice
President  and General  Counsel);  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 the  Company  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 Company 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 VII 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.

                  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.
<PAGE>
                  SECTION 9.04.  COSTS AND EXPENSES.  (a) The Company  agrees to
pay on demand all reasonable  out-of-pocket  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 Company further agrees to pay on demand all costs and expenses of
the Agent and the Lenders,  if any (including,  without  limitation,  reasonable
counsel fees and expenses),  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 Company  agrees 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) the Notes, this Agreement, any
of the  transactions  contemplated  herein or the actual or proposed  use of the
proceeds  of the  Advances,  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 the Company,  its directors,  shareholders or creditors
or an  Indemnified  Party  or any  other  Person  or any  Indemnified  Party  is
otherwise a party  thereto.  The Company also agrees 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
Eurocurrency Rate Advance or LIBO Rate Advance is made by any Borrower to or for
the account of a Lender  other than on the last day of the  Interest  Period for
such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)
or (e),  2.10 or 2.12,  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 Company  pursuant to Section  9.07(a),  such
Borrower  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 (excluding 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.
<PAGE>
                  (d) Without  prejudice to the survival of any other  agreement
of the Company and the other Borrowers hereunder, the agreements and obligations
of the Company and the other Borrowers contained in Sections 2.11, 2.14 and 9.04
shall survive the payment in full of  principal,  interest and all other amounts
payable hereunder and under the Notes.

                  SECTION 9.05.  RIGHT OF SET-OFF.  Upon (i) the  occurrence and
during  the  continuance  of any  Event of  Default  and (ii) the  making of the
request or the  granting of the consent  specified  by Section 6.01 to authorize
the Agent to declare the Notes due and payable  pursuant  to the  provisions  of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest  extent  permitted by law, to set off
and apply any and all deposits (general or special, time or demand,  provisional
or  final) at any time held and  other  indebtedness  at any time  owing by such
Lender or such  Affiliate  to or for the credit or the account of the Company or
any  Borrower  against  any and all of the  obligations  of the  Company  or any
Borrower now or hereafter  existing  under this  Agreement  and the 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 appropriate Borrower 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 Sections 2.01 and 2.03, which shall only become effective
upon satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been  executed  by the Company 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 Company,
the Agent and each Lender and their  respective  successors and assigns,  except
that neither the Company nor any other  Borrower  shall have the right to assign
its rights hereunder or any interest herein without the prior written consent of
the Lenders.

                  SECTION 9.07. ASSIGNMENTS AND PARTICIPATIONS.  (a) Each Lender
may and, if demanded by the Company  (following a demand by such Lender pursuant
to Section  2.11 or 2.14) upon at least 5 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 Revolving  Credit  Advances owing to it and the
Revolving  Credit 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  (other  than any right to make
Competitive  Bid Advances,  Competitive Bid Advances owing to it and Competitive
Bid  Notes),  (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  $5,000,000  or an
integral  multiple of $1,000,000 in excess  thereof,  (iii) each such assignment
shall be to an Eligible Assignee,  (iv) each such assignment made as a result of
a demand by the Company  pursuant to this Section  9.07(a)  shall be arranged by
the Company 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
<PAGE>
a result of a demand by the Company  pursuant to this Section 9.07(a) unless and
until such  Lender  shall have  received  one or more  payments  from either the
Company 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 Revolving  Credit 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 Company,  such  recordation  fee
shall be payable by the  Company  except that no such  recordation  fee shall be
payable in the case of an  assignment  made at the  request of the Company to an
Eligible Assignee that is an existing Lender,  and (vii) any Lender may, without
the approval of the Company or the Agent,  assign all or a portion of its rights
to any of its  Affiliates  or to  another  Lender  unless  on the  date  of such
assignment the assignee  would be entitled to make a demand  pursuant to Section
2.11 or 2.14,  in which  case such  assignment  shall be  permitted  only if the
assignee  shall  waive  in a  manner  satisfactory  to the  Company  in form and
substance  its  rights  to make such a demand.  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 2.11, 2.14 and 9.04 to the extent any claim thereunder  relates to
an event arising  prior such  assignment)  and be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all or the remaining  portion of an assigning  Lender's  rights and  obligations
under this Agreement, such Lender shall cease to be a party hereto).

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

                  (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 the Company, 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
the  Company  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 Company 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 Company 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 Company, the other 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  rights as a
Lender hereunder,  including,  without limitation,  any right to make any demand
under  Section  2.11 or 2.14 or right to approve any  amendment or waiver of any
provision of this  Agreement or any Note, or any consent to any departure by the
Company  or any  other  Borrower  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,  or reduce or limit the obligations of the Company under Section 7.01
or  release or  otherwise  limit the  Company's  liability  with  respect to its
obligations  under  Article  VII or amend  this  Section  9.07(e)  in any manner
adverse  to  such  participant,  in  each  case to the  extent  subject  to such
participation.

                  (f) Each Lender may grant to a special purpose funding vehicle
(an "SPC") the option to fund all or any part of any Advance that such Lender is
obligated  to fund under this  Agreement  (and upon the  exercise by such SPC of
such option to fund,  such  Lender's  obligations  with  respect to such Advance
shall be deemed  satisfied  to the  extent of any  amounts  funded by such SPC);
PROVIDED,  HOWEVER,  that (i) such  Lender's  obligations  under this  Agreement
(including,  without limitation,  its Commitment to the Company hereunder) shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) each Borrower, the
Administrative  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,  (iv) any such option granted to an SPC shall
not  constitute  a commitment  by such SPC to fund any Advance,  (v) neither the
grant nor the  exercise  of such  option to an SPC shall  increase  the costs or
<PAGE>
expenses or otherwise  increase or change the  obligations of any Borrower under
this Agreement  (including,  without  limitation,  its obligations under Section
2.14) and (vi) no SPC 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  Borrower  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
grant of funding option, 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 grant of funding  option.  Each party to
this  Agreement  hereby  agrees that no SPC shall be liable for any indemnity or
payment under this  Agreement for which a Lender would  otherwise be liable.  In
furtherance of the foregoing,  each party hereto hereby agrees (which agreements
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the  payment  in full of all  outstanding  commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join  any  other  Person  in  instituting  against,  such  SPC  any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings  under the
laws of the United States or any State thereof.

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

                  (h)  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 or SPC shall  disclose any  Confidential  Information to any other Person
without  the  consent  of the  Company,  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 and (c) as requested
or required by any state,  federal or foreign  authority or examiner  regulating
banks or banking.

                  SECTION 9.09. DESIGNATED  SUBSIDIARIES.  (a) DESIGNATION.  The
Company  may at any time,  and from time to time,  by delivery to the Agent of a
Designation Agreement duly executed by the Company and the respective Subsidiary
and substantially in the form of Exhibit E hereto,  designate such Subsidiary as
a "Designated  Subsidiary"  for purposes of this  Agreement and such  Subsidiary
shall thereupon become a "Designated  Subsidiary" for purposes of this Agreement
and,  as such,  shall  have all of the  rights  and  obligations  of a  Borrower
hereunder.  The Agent shall promptly notify each Lender of each such designation
by the Company and the identity of the respective Subsidiary.

                  (b)  TERMINATION.  Upon the payment and performance in full of
all of the indebtedness, liabilities and obligations under this Agreement of any
Designated Subsidiary then, so long as at the time no Notice of Revolving Credit
Borrowing or Notice of Competitive  Bid Borrowing in respect of such  Designated
<PAGE>
Subsidiary is outstanding, such Subsidiary's status as a "Designated Subsidiary"
shall  terminate upon notice to such effect from the Agent to the Lenders (which
notice the Agent  shall give  promptly,  and only upon its  receipt of a request
therefor  from the Company).  Thereafter,  the Lenders shall be under no further
obligation to make any Advance hereunder to such Designated Subsidiary.

                  SECTION 9.10.  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 9.11. 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 9.12.  JUDGMENT.  (a) If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due  hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent that they
may  effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking  procedures the Agent could purchase Dollars with
such  other  currency  at  Citibank's  principal  office in London at 11:00 A.M.
(London  time) on the Business  Day  preceding  that on which final  judgment is
given.

                  (b) If for the purposes of obtaining  judgment in any court it
is  necessary  to  convert a sum due  hereunder  in a  Committed  Currency  into
Dollars,  the parties agree to the fullest  extent that they may  effectively do
so, that the rate of  exchange  used shall be that at which in  accordance  with
normal banking  procedures the Agent could purchase such Committed Currency with
Dollars at Citibank's  principal office in London at 11:00 A.M. (London time) on
the Business Day preceding that on which final judgment is given.

                  (c) The  obligation of the Company and each other  Borrower in
respect of any sum due from it in any currency (the  "PRIMARY  CURRENCY") to any
Lender or the Agent hereunder shall,  notwithstanding  any judgment in any other
currency,  be  discharged  only to the extent that on the Business Day following
receipt by such Lender or the Agent (as the case may be), of any sum adjudged to
be so due in such other currency,  such Lender or the Agent (as the case may be)
may in accordance with normal banking procedures purchase the applicable Primary
Currency  with such  other  currency;  if the amount of the  applicable  Primary
Currency so  purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency,  the Company and each other
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to  indemnify  such Lender or the Agent (as the case may be) against  such loss,
and if the amount of the applicable  Primary Currency so purchased  exceeds such
sum due to any  Lender  or the  Agent  (as the  case  may be) in the  applicable
Primary Currency,  such Lender or the Agent (as the case may be) agrees to remit
to the Company or such other Borrower such excess.

                  SECTION  9.13.  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
<PAGE>
the extent  permitted by law, in such federal court.  The Company and each other
Borrower  hereby  further  irrevocably  consent 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 the Company 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.

                  SECTION  9.14.  SUBSTITUTION  OF CURRENCY.  If a change in any
Committed  Currency occurs pursuant to any applicable law, rule or regulation of
any  governmental,   monetary  or  multi-national   authority,   this  Agreement
(including,  without  limitation,  the definitions of Eurocurrency Rate and LIBO
Rate) will be amended to the extent  determined by the Agent (acting  reasonably
and in  consultation  with the Company) to be necessary to reflect the change in
currency and to put the Lenders and the Company in the same position,  so far as
possible,  that they would have been in if no change in such Committed  Currency
had occurred.

                  SECTION 9.15. WAIVER OF JURY TRIAL. Each of the Company,  each
other Borrower, 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.

                                                 THE INTERPUBLIC GROUP OF
                                                 COMPANIES, INC.


                                                 By  /s/ STEVEN BERNS
                                                   -----------------------------
                                                         STEVEN BERNS
                                                   Title: VP & Treasurer


                                                 CITIBANK, N.A.,
                                                    as Agent

                                                 By  /s/ CAROLYN A. KEE
                                                   -----------------------------
                                                         CAROLYN A. KEE
                                                   Title:Vice President
<PAGE>
                                 INITIAL LENDERS

COMMITMENT

$47, 500,000                                     CITIBANK, N.A.,


                                                 By  /s/ CAROLYN A. KEE
                                                   -----------------------------
                                                         CAROLYN A. KEE
                                                   Title:Vice President


$37,500,000                                      BANK ONE, NA


                                                 By  /s/ JEFFREY LUBATKIN
                                                   -----------------------------
                                                         JEFFREY LUBATKIN
                                                   Title:Vice President


$30,000,000                                      BANK OF AMERICA, NA


                                                 By  /s/ MICHAEL R. HEREDIA
                                                   -----------------------------
                                                         MICHAEL R. HEREDIA
                                                   Title: Managing Director


$17,500,000                                      THE BANK OF NEW YORK


                                                 By  /s/ KENNETH SNEIDER
                                                   -----------------------------
                                                         KENNETH SNEIDER
                                                   Title: Vice President


$17,500,000                                      BARCLAYS BANK PLC


                                                 By  /s/ MATHEW TUCK
                                                   -----------------------------
                                                         MATHEW TUCK
                                                   Title: Associate Director
                                                              & Vice President


$30,000,000                                      THE CHASE MANHATTAN BANK


                                                 By  /s/ ALDO QUINI
                                                   -----------------------------
                                                         ALDO QUINI
                                                   Title: Vice President

<PAGE>
$17,500,000                                      CREDIT AGRICOLE INDOSUEZ


                                                 By  /s/ JOHN MCCLOSKEY
                                                   -----------------------------
                                                         JOHN MCCLOSKEY
                                                   Title:FIRST VICE PRESIDENT


$30,000,000                                      FLEET BANK, N.A.


                                                 By  /s/ THOMAS LEVY
                                                   -----------------------------
                                                         THOMAS LEVY
                                                   Title: Senior Vice President


$37,500,000                                      HSBC BANK USA


                                                 By  /s/ CHRISTOPHER CASEY
                                                   -----------------------------
                                                         CHRISTOPHER CASEY
                                                   Title: Vice President


$17,500,000                                      KEYBANK NATIONAL ASSOCIATION


                                                 By  /s/ DAN LALLY
                                                   -----------------------------
                                                         DAN LALLY
                                                    Title: Assistant Vice
                                                             President


$37,500,00                                       LLOYDS TSB BANK PLC


                                                 By  /s/ DAVID RODWAY
                                                   -----------------------------
                                                         DAVID RODWAY
                                                   Title: Assistant Director


$37,500,000                                      SUNTRUST BANK


                                                 By  /s/ DAVID WISDOM
                                                   -----------------------------
                                                         DAVID WISDOM
                                                   Title: Vice President

<PAGE>
$17,500,000                                      WACHOVIA BANK, NA


                                                 By  /s/ WILLIAM CHRISTIE
                                                   -----------------------------
                                                         WILLIAM CHRISTIE
                                                   Title: Senior Vice President

$375,000,000      Total of the Commitments




<PAGE>
                                                                      SCHEDULE I

                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.
                                                      FIVE YEAR CREDIT AGREEMENT
                                                      APPLICABLE LENDING OFFICES



<TABLE>
<CAPTION>
<S>                              <C>                                   <C>
 -----------------------------------------------------------------------------------------------------------
|  NAME OF INITIAL LENDER        |    DOMESTIC LENDING OFFICE          |    EUROCURRENCY LENDING OFFICE     |
|--------------------------------|-------------------------------------|------------------------------------|
|  Bank One, NA                  |  1 Bank One Plaza                   |  1 Bank One Plaza                  |
|                                |  Chicago, IL  60670                 |  Chicago, IL  60670                |
|                                |  Attn:  Claudia Kech                |  Attn:  Claudia Kech               |
|                                |  T:  312 732-1031                   |  T:  312 732-1031                  |
|                                |  F:  312 732-4840                   |  F:  312 732-4840                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  Bank of America, NA           |  101 N. Tryon Street, 15th Floor    |  101 N. Tryon Street, 15th Floor   |
|                                |  Charlotte, NC  28255               |  Charlotte, NC  28255              |
|                                |  Attn:  Michael Plamice             |  Attn:  Michael Plamice            |
|                                |  T:  704 386-3781                   |  T:  704 386-3781                  |
|                                |  F:  704 409-0066                   |  F:  704 409-0066                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  The Bank of New York          |  One Wall Street                    |  One Wall Street                   |
|                                |  New York, NY  10286                |  New York, NY  10286               |
|                                |  Attn:                              |  Attn:                             |
|                                |  T:  212 635-1471                   |  T:  212 635-1471                  |
|                                |  F:  212 635-6397                   |  F:  212 635-6397                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  Barclays Bank PLC             |  222 Broadway                       |  222 Broadway                      |
|                                |  New York, NY  10038                |  New York, NY  10038               |
|                                |  Attn:  Christina Challenger-Batiz  |  Attn:  Christina Challenger-Batiz |
|                                |  T:  212 412-3701                   |  T:  212 412-3701                  |
|                                |  F:  212 412-5306                   |  F:  212 412-5306                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  The Chase Manhattan Bank      |  4 Chase Metrotech Center           |  4 Chase Metrotech Center          |
|                                |  15th Floor                         |  15th Floor                        |
|                                |  Brooklyn, NY  11245                |  Brooklyn, NY  11245               |
|                                |  Attn:  Marcia Green-Alleyne        |  Attn:  Marcia Green-Alleyne       |
|                                |  T:  718 242-8064                   |  T:  718 242-8064                  |
|                                |  F:  718 242-6550                   |  F:  718 242-6550                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  Citibank, N.A.                |  Two Penns Way, Suite 200           |  Two Penns Way, Suite 200          |
|                                |  New Castle, DE  19720              |  New Castle, DE  19720             |
|                                |  Attn: May Wong                     |  T:  302 894-6015                  |
|                                |  T:  302 894-6015                   |  F:  302 894-6120                  |
|                                |  F:  302 894-6120                   |                                    |
|--------------------------------|-------------------------------------|------------------------------------|
|  Credit Agricole Indosuez      |  666 Third Avenue, 10th Floor       |  666 Third Avenue, 10th Floor      |
|                                |  New York, NY  10017                |  New York, NY  10017               |
|                                |  Attn:  John McCloskey              |  Attn:  John McCloskey             |
|                                |  T:  212 658-2118                   |  T:  212 658-2118                  |
|                                |  F:  212 658-2111                   |  F:  212 658-2111                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  Fleet Bank, N.A.              |  1185 Avenue of the Americas        |  1185 Avenue of the Americas       |
|                                |  New York, NY  10036                |  New York, NY  10036               |
|                                |  Attn:  Thomas J. Levy              |  Attn:  Thomas J. Levy             |
|                                |  T:  212 819-5735                   |  T:  212 819-5735                  |
|                                |  F:  212 819-4120                   |  F:  212 819-4120                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  HSBC Bank USA                 |  1 HSBC Center                      |  1 HSBC Center                     |
|                                |  Buffalo, NY  14203                 |  Buffalo, NY  14203                |
|                                |  Attn:  Donna Reilly                |  Attn:  Donna Reilly               |
|                                |  T:  716 841-4178                   |  T:  716 841-4178                  |
|                                |  F:  716 841-0269                   |  F:  716 841-0269                  |
|--------------------------------|-------------------------------------|------------------------------------|
|  Keybank National Association  |  127 Public Square                  |  127 Public Square                 |
|                                |  Cleveland, OH  94111               |  Cleveland, OH  94111              |
|                                |  Attn: Dan Lally                    |  T:  216 689-8065                  |
|                                |  T:  216 689-8065                   |  F:  216 689-4981                  |
|                                |  F:  216689-4981                    |                                    |
|--------------------------------|-------------------------------------|------------------------------------|
|  Lloyds TSB Bank PLC           |  Lloyds TSB Bank PLC Miami          |  Lloyds TSB Bank PLC Miami         |
|                                |  One Biscayne Tower Suite 3200      |  One Biscayne Tower Suite 3200     |
|                                |  2 South Biscayne Boulevard         |  2 South Biscayne Boulevard        |
|                                |  Miami, FL 33131                    |  Miami, FL 33131                   |
|                                |  Attn:  Patricia Kilian             |  Attn:  Patricia Kilian            |
|                                |  T:                                 |  T:                                |
|                                |  F:                                 |  F:                                |
|--------------------------------|-------------------------------------|------------------------------------|
|  Suntrust Bank                 |  25 Park Place, 21st Floor          |  25 Park Place, 21st Floor         |
|                                |  Center 1927                        |  Center 1927                       |
|                                |  Atlanta, GA  30303                 |  Atlanta, GA  30303                |
|                                |  Attn:                              |  Attn:                             |
|                                |  T:                                 |  T:                                |
|                                |  F:                                 |  F:                                |
|--------------------------------|-------------------------------------|------------------------------------|
|  Wachovia Bank, NA             |  191 Peachtree Street               |  191 Peachtree Street              |
|                                |  M/C GA380                          |  M/C GA380                         |
|                                |  Atlanta, GA  30303                 |  Atlanta, GA  30303                |
|                                |  Attn:  Trudy T. Collins            |  Attn:  Trudy T. Collins           |
|                                |  T:  404 332-6688                   |  T:  404 332-6688                  |
|                                |  F:  404 332-4820                   |  F:  404 332-4820                  |
 -----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


                                SCHEDULE 3.01 (H)

(1)  US$ 25,000,000 Credit Agreement,  dated as of December 1, 1994, between The
     Interpublic Group of Companies, Inc. (the "Company") and Bank of America NT
     and SA.

(2)  US$ 20,000,000  Credit Agreement,  dated as of September 30, 1992,  between
     the Company and The Bank of New York.

(3)  US$ 25,000,000  Credit Agreement,  dated as of September 30, 1992,  between
     the Company and The Chase Manhattan Bank (as successor to Chemical Bank).

(4)  US$ 35,000,000  Credit Agreement,  dated as of September 30, 1992,  between
     the Company and Citibank, N.A..

(5)  US$ 25,000,000  Credit Agreement,  dated as of September 30, 1992,  between
     the Company and The First National Bank of Chicago.

(6)  US$  25,000,000  Credit  Agreement,  dated as of July 3, 1995,  between the
     Company and Lloyds Bank Plc.

(7)  US$ 25,000,000  Credit Agreement,  dated as of September 30, 1992,  between
     the Company and SunTrust Bank, Atlanta.

(8)  US$ 25,000,000 Credit Agreement,  dated as of October 1, 1998,  between the
     Company and Wachovia Bank, N.A..

(9)  US$  25,000,000  Credit  Agreement,  dated as of May 1, 1999,  between  the
     Company and HSBC Bank USA.

(10) US$ 200,000,000  Credit Agreement,  dated as of April 19, 2000, between the
     Company and Citibank, N.A..

<PAGE>


                                                           EXHIBIT A-1 - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$______________                                 Dated: _______________, 200_
                  FOR VALUE RECEIVED, the undersigned,  THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of  ________________________  (the "LENDER") for the account of its
Applicable Lending Office on the Termination Date (each as defined in the Credit
Agreement  referred to below) the principal sum of  U.S.$[amount of the Lender's
Commitment  in  figures]  or, if less,  the  aggregate  principal  amount of the
Revolving  Credit  Advances  and Swing Line  Advances  made by the Lender to the
Borrower  pursuant to the Five-Year  Credit  Agreement dated as of June 27, 2000
among the  Borrower,  the Lender and  certain  other  lenders  parties  thereto,
Salomon  Smith Barney,  Inc.,  as lead arranger and book manager,  Bank One, NA,
SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as documentation
agent, SunTrust Bank, as syndication agent, 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 the Termination Date.

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

                  Both  principal  and  interest  in respect  of each  Revolving
Credit  Advance (i) in Dollars are payable in lawful money of the United  States
of America to the Agent at its account  maintained at 399 Park Avenue, New York,
New York 10043, in same day funds and (ii) in any Committed Currency are payable
in such  currency  at the  applicable  Payment  Office in same day  funds.  Both
principal  and  interest  in respect of each Swing Line  Advance  are payable in
lawful  money of the  United  States  of  America  to the  Agent at its  account
maintained at 399 Park Avenue,  New York, New York 10043 in same day funds. Each
Revolving  Credit Advance and each Swing Line 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 is one of the  Revolving  Credit  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 Revolving
Credit  Advances and Swing Line 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  Revolving  Credit  Advance  and each  Swing Line  Advance  being
evidenced by this Promissory Note, (ii) contains  provisions for determining the
Dollar  Equivalent  of  Revolving  Credit  Advances   denominated  in  Committed
Currencies and (iii) 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.
<PAGE>
                  This  Promissory  Note shall be governed by, and  construed in
accordance with, the laws of the State of New York.


                                                   THE INTERPUBLIC GROUP OF
                                                   COMPANIES, INC.


                                                   By___________________________
                                                      Title:


<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

 -----------------------------------------------------------------------------
|           |             |                 |     AMOUNT OF      |            |
|   DATE    |  AMOUNT OF  |  RINCIPAL PAID  |  UNPAID PRINCIPAL  |  NOTATION  |
|           |   ADVANCE   |   OR PREPAID    |      BALANCE       |   MADE BY  |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
|-----------|-------------|-----------------|--------------------|------------|
|           |             |                 |                    |            |
 -----------------------------------------------------------------------------

<PAGE>


                                                           EXHIBIT A-2 - FORM OF
                                                                 COMPETITIVE BID
                                                                 PROMISSORY NOTE




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


                  FOR VALUE RECEIVED, the undersigned,  THE INTERPUBLIC GROUP OF
COMPANIES, INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY
to the order of  ________________________  (the "LENDER") for the account of its
Applicable Lending Office (as defined in the Five-Year Credit Agreement dated as
of June 27,  2000  among the  Borrower,  the Lender and  certain  other  lenders
parties thereto,  Salomon Smith Barney, Inc., as lead arranger and book manager,
Bank One, NA, SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as
documentation agent, SunTrust Bank, as syndication agent, 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)),   on  __________   __,  200_,   the  principal   amount  of
[U.S.$_______________]  [for a Competitive Bid Advance in a Committed  Currency,
list currency and amount of such Advance].

                  The Borrower  promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal  amount is paid in full,
at the interest rate and payable on the interest  payment date or dates provided
below:

                  Interest Rate: _____% per annum (calculated on the  basis of a
 year of _____ days for the actual number of days elapsed).

                  Both  principal  and  interest  are payable in lawful money of
________________  to  Citibank,  as agent,  for the account of the Lender at the
office of  _________________________,  at  _________________________ in same day
funds.

                  This  Promissory  Note  is one of the  Competitive  Bid  Notes
referred to in, and is entitled to the  benefits of, the Credit  Agreement.  The
Credit Agreement,  among other things,  contains  provisions for acceleration of
the maturity hereof upon the happening of certain stated events.

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

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

                                                  THE INTERPUBLIC GROUP OF
                                                  COMPANIES, INC.


                                                  By____________________________
                                                      Title:


<PAGE>


                                                 EXHIBIT B-1 - FORM OF NOTICE OF
                                                      REVOLVING CREDIT 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,   [The   Interpublic   Group  of  Companies,
Inc.][Name of Designated Subsidiary],  refers to the Five-Year Credit Agreement,
dated as of June 27, 2000 (as amended or modified from time to time, the "CREDIT
AGREEMENT",  the terms defined  therein  being used herein as therein  defined),
among The Interpublic Group of Companies, Inc., certain Lenders parties thereto,
Salomon  Smith Barney,  Inc.,  as lead arranger and book manager,  Bank One, NA,
SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as documentation
agent,  SunTrust Bank, as syndication  agent,  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 Revolving Credit
Borrowing  under the Credit  Agreement,  and in that connection sets forth below
the  information  relating to such  Revolving  Credit  Borrowing  (the "PROPOSED
REVOLVING  CREDIT  BORROWING")  as  required  by  Section  2.02(a) of the Credit
Agreement:

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

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

                    (iii)The  aggregate amount of the Proposed  Revolving Credit
               Borrowing is  $_______________][for  a Revolving Credit Borrowing
               in a Committed  Currency,  list  currency and amount of Revolving
               Credit Borrowing].

                    [(iv) The initial Interest Period for each Eurocurrency Rate
               Advance made as part of the Proposed  Revolving  Credit Borrowing
               is _____ month[s].]

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

          (A) the  representations  and warranties  contained in Section 4.01 of
     the  Credit  Agreement  (except  the  representation  set forth in the last
     sentence of subsection  (e) thereof) [and in the  Designation  Agreement of
     the  undersigned]  are  correct,  before  and  after  giving  effect to the
     Proposed  Revolving Credit 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 Revolving Credit Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default.

                                        Very truly yours,

                                        [THE INTERPUBLIC GROUP OF
                                        COMPANIES, INC.][DESIGNATED SUBSIDIARY]

                                        By______________________________
                                            Title:

<PAGE>


                                                 EXHIBIT B-2 - FORM OF NOTICE OF
                                                       COMPETITIVE BID 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, The Interpublic Group of Companies, Inc.[, on
behalf  of [Name of  Designated  Subsidiary]],  refers to the  Five-Year  Credit
Agreement,  dated as of June 27, 2000 (as amended or modified from time to time,
the "CREDIT  AGREEMENT",  the terms defined therein being used herein as therein
defined),  among The  Interpublic  Group of  Companies,  Inc.,  certain  Lenders
parties thereto,  Salomon Smith Barney, Inc., as lead arranger and book manager,
Bank One, NA, SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as
documentation agent, SunTrust Bank, as syndication agent, and Citibank, N.A., as
Agent for said Lenders,  and hereby gives you notice,  irrevocably,  pursuant to
Section 2.03 of the Credit  Agreement  that the  undersigned  hereby  requests a
Competitive  Bid Borrowing  under the Credit  Agreement,  and in that connection
sets forth the terms on which such  Competitive  Bid  Borrowing  (the  "PROPOSED
COMPETITIVE BID BORROWING") is requested to be made:

         (A)      Date of Competitive Bid Borrowing  ___________________________
         (B)      Amount of Competitive Bid Borrowing___________________________
         (C)      [Maturity Date] [Interest Period]  ___________________________
         (D)      Interest Rate Basis                ___________________________
         (E)      Day Count Convention               ___________________________
         (F)      Interest Payment Date(s)           ___________________________
         (G)      Currency                           ___________________________
         (H)      Borrower's Account Location        ___________________________
         (I)      ___________________________        ___________________________

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

                  (a) the  representations  and warranties  contained in Section
         4.01 of the Credit Agreement  (except the  representation  set forth in
         the last  sentence of subsection  (e) thereof) [and in the  Designation
         Agreement  of the  undersigned]  are  correct,  before and after giving
         effect to the Proposed Competitive Bid Borrowing and to the application
         of the proceeds therefrom, as though made on and as of such date;

                  (b) no event has occurred and is  continuing,  or would result
         from the Proposed  Competitive Bid Borrowing or from the application of
         the proceeds therefrom, that constitutes a Default; and

                  (c) the  aggregate  amount  of the  Proposed  Competitive  Bid
         Borrowing and all other Borrowings to be made on the same day under the
         Credit   Agreement  is  within  the  aggregate  amount  of  the  Unused
         Commitments of the Lenders.
<PAGE>
                  The undersigned hereby confirms that the Proposed  Competitive
Bid  Borrowing  is to  be  made  available  to it  in  accordance  with  Section
2.03(a)(v) of the Credit Agreement.

                                                   Very truly yours,

                                                   THE INTERPUBLIC GROUP
                                                   OF COMPANIES, INC.


                                                   By___________________________
                                                       Title:




<PAGE>

                                                       ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Five-Year  Credit  Agreement dated as
of June 27,  2000 (as  amended  or  modified  from  time to  time,  the  "CREDIT
AGREEMENT")  among  The  Interpublic  Group  of  Companies,   Inc.,  a  Delaware
corporation (the "COMPANY"),  the Lenders (as defined in the Credit  Agreement),
Salomon  Smith Barney,  Inc.,  as lead arranger and book manager,  Bank One, NA,
SunTrust Bank and HSBC Bank USA, as co-arrangers, Bank One, NA, as documentation
agent, SunTrust Bank, as syndication agent, 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 (other than in respect of Competitive  Bid Advances and  Competitive
Bid Notes) equal to the  percentage  interest  specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive  Bid Advances and  Competitive  Bid Notes).  After giving
effect to such sale and assignment,  the Assignee's Commitment and the amount of
the  Revolving  Credit  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 the Company or the  performance or observance by the Company of any
of its  obligations  under  the  Credit  Agreement  or any other  instrument  or
document  furnished  pursuant  thereto;  and (iv) attaches the Revolving  Credit
Note, if any,  held by the Assignor  [and requests that the Agent  exchange such
Revolving  Credit Note for a new  Revolving  Credit Note payable to the order of
[the  Assignee  in an amount  equal to the  Commitment  assumed by the  Assignee
pursuant  hereto  or new  Revolving  Credit  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(e) 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
<PAGE>
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 forms required under Section 2.14 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. 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  Revolving  Credit 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 Revolving  Credit 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.


<PAGE>


                                   Schedule 1

                                       to

                           Assignment and Acceptance

          Percentage interest assigned:
          _____%

          Assignee's Commitment:
          $______

          Aggregate  outstanding  principal  amount of Revolving Credit Advances
     assigned:  $______

          Principal amount of Revolving Credit Note payable to Assignee:
                $______

          Principal amount of Revolving Credit 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]

                                               Eurocurrency Lending Office:
                                                       [Address]


<PAGE>


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

CITIBANK, N.A., as Agent

By__________________________________________]*
   Title:


[Approved this_____ day
of _______________, 200_

THE INTERPUBLIC GROUP OF COMPANIES, INC.

By__________________________________________]*
   Title:





--------

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

**   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".


<PAGE>

                                                            EXHIBIT D1 - FORM OF
                                                                      OPINION OF
                                                               CLEARY, GOTTLIEB,
                                                                STEEN & HAMILTON


                                [Effective Date]

To each of the Lenders parties
  to the Credit Agreement dated
  as of June __, 2000

  among The Interpublic Group of Companies, Inc.,
  said Lenders and Citibank, N.A.,
  as Agent for said Lenders, and
  to Citibank, N.A., as Agent

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                    ----------------------------------------

Ladies and Gentlemen:

                  We have acted as special counsel to The  Interpublic  Group of
Companies, Inc. (the "COMPANY") in connection with that certain Five-Year Credit
Agreement,  dated  as of June 27,  2000  (the  "CREDIT  AGREEMENT"),  among  the
Company,  the Lenders  parties  thereto,  Salomon  Smith  Barney,  Inc., as lead
arranger and book  manager,  Bank One, NA,  SunTrust  Bank and HSBC Bank USA, as
co-arrangers,   Bank  One,  NA,  as  documentation  agent,   SunTrust  Bank,  as
syndication agent, and Citibank,  N.A., as Agent for said Lenders. Terms defined
in the Credit  Agreement  are used herein as therein  defined.  This  opinion is
furnished to you pursuant to Section 3.01(h)(iv) of the Credit Agreement.

                  In arriving at the opinions  expressed below, we have examined
the following documents:

                  (1) An executed copy of the Credit Agreement.

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

                  In  addition,  we  have  examined  the  originals,  or  copies
certified or otherwise  identified to our satisfaction,  of such other corporate
records of the Company,  certificates  of public  officials  and of officers and
representatives  of the  Company and such other  persons,  and we have made such
investigations  of law, as we have deemed  necessary as a basis for the opinions
expressed below.

                  In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents  submitted to us as copies. In addition,  we have
assumed  and have not  verified  the  accuracy  as to  factual  matters  of each
document we have reviewed  (including,  without limitation,  the accuracy of the
representations and warranties of the Company in the Credit Agreement).

                  Based  upon  the   foregoing   and   subject  to  the  further
assumptions and qualifications set forth below, it is our opinion that:
<PAGE>
                  1. The execution,  delivery and  performance by the Company of
         the  Credit  Agreement  and  the  Notes,  and the  consummation  of the
         transactions  contemplated  thereby, are within the Company's corporate
         powers,  have been duly authorized by all necessary  corporate  action,
         and do not  contravene  any law, rule or  regulation  applicable to the
         Company.

                  2. The Credit  Agreement  is, and after  giving  effect to the
         initial  Borrowing,  the Notes delivered by the Company will be, valid,
         binding and  enforceable  obligations of the Company in accordance with
         their respective terms.

                  3. No  authorization,  approval  or other  action  by,  and no
         notice to or filing  with,  any  governmental  authority  of the United
         States or the State of New York is required for the execution, delivery
         and performance by the Company of the Credit Agreement and the Notes to
         be delivered by it.

                  Insofar  as the  foregoing  opinions  relate to the  validity,
binding effect or  enforceability of any agreement or obligation of the Company,
(a) we have  assumed  that  each  party  to such  agreement  or  obligation  has
satisfied  those  legal  requirements  that are  applicable  to it to the extent
necessary to make such  agreement or obligation  enforceable  against it (except
that no such  assumption  is made as to the  Company  regarding  matters  of the
federal law of the United States of America, the law of the State of New York or
the General  Corporation Law of the State of Delaware) and (b) such opinions are
subject  to  applicable  bankruptcy,   insolvency  and  similar  laws  affecting
creditors' rights generally and to general principles of equity.

                  We express no  opinion  as to (i)  Section  2.14 of the Credit
Agreement insofar as it provides that any Lender purchasing a participation from
another  Lender  pursuant  thereto may exercise  set-off or similar  rights with
respect to such participation and (ii) the effect of the law of any jurisdiction
other  than the State of New York  wherein  any Lender may be located or wherein
enforcement  of the Credit  Agreement or the Notes may be sought that limits the
rates of interest legally chargeable or collectible.

                  We note that the designations in Section 9.13(a) of the Credit
Agreement,  are  (notwithstanding  the waiver in  Section  9.13(b) of the Credit
Agreement)  subject to the power of such courts to transfer  actions pursuant to
28 U.S.C.  ss.1404(a) or to dismiss such actions or  proceedings  on the grounds
that  such  a  federal  court  is an  inconvenient  forum  for  such  action  or
proceeding.

                  With respect to the first  sentence of Section  9.13(a) of the
Credit Agreement, we express no opinion as to the subject matter jurisdiction of
any United States federal court to adjudicate any action  relating to the Credit
Agreement where  jurisdiction  based on diversity of citizenship under 28 U.S.C.
ss.1332 does not exist.

                  We  express  no  opinion  as to  Section  9.12  of the  Credit
Agreement.  In addition,  the opinion  expressed in paragraph  (1) above relates
only to  those  laws and  regulations  that,  in our  experience,  are  normally
applicable to transactions of the type referred to in the Credit Agreement.

                  The foregoing  opinions are limited to the law of the State of
New York, the General  Corporation  Law of the State of Delaware and the federal
law of the United States.


<PAGE>


                  We are  furnishing  this opinion letter to you solely for your
benefit in connection with the Credit  Agreement.  This opinion letter is not to
be used,  circulated,  quoted or  otherwise  referred to for any other  purpose.
Notwithstanding  the  foregoing,  a copy of this opinion letter may be furnished
to, and relied upon by, a permitted transferee who becomes a party to the Credit
Agreement as a Lender  thereunder,  and you or any such transferee may show this
opinion to any governmental authority pursuant to requirements of applicable law
or regulations.  The opinions expressed herein are, however,  rendered on and as
of the date  hereof,  and we assume  no  obligation  to  advise  you or any such
transferee  or  governmental  authority  or any  other  person,  or to make  any
investigations,  as  to  any  legal  developments  or  factual  matters  arising
subsequent to the date hereof that might affect the opinions expressed herein.

                                            Very truly yours,

                                            CLEARY, GOTTLIEB, STEEN & HAMILTON



                                            By:  /s/ JAMES F. MUNSELL
                                               -------------------------------
                                                     JAMES F. MUNSELL, a partner

<PAGE>


                                                            EXHIBIT D2 - FORM OF
                                      OPINION OF IN-HOUSE COUNSEL OF THE COMPANY


                                [Effective Date]

To each of the Lenders parties
  to the Credit Agreement dated
  as of June --, 2000

  among The Interpublic Group of Companies, Inc.,
  said Lenders and Citibank, N.A.,
  as Agent for said Lenders, and
  to Citibank, N.A., as Agent

                      FIVE-YEAR REVOLVING CREDIT AGREEMENT
                      ------------------------------------

Ladies and Gentlemen:

               This opinion is furnished to you pursuant to Section  3.01(h)(iv)
of the Five  Year  Credit  Agreement,  dated as of June 27,  2000  (the  "CREDIT
AGREEMENT"), among The Interpublic Group of Companies, Inc. (the "COMPANY"), the
Lenders parties thereto,  Salomon Smith Barney,  Inc., as lead arranger and book
manager,  Bank One, NA, SunTrust Bank and HSBC Bank USA, as  co-arrangers,  Bank
One, NA, as  documentation  agent,  SunTrust  Bank, as  syndication  agent,  and
Citibank, N.A., as Agent for said Lenders. Terms defined in the Credit Agreement
are used herein as therein defined.

               I have acted as General  Counsel  for the  Company in  connection
with the preparation, execution and delivery of the Credit Agreement.

               In arriving at the opinions  expressed below, I have examined the
following documents:

               (1) An executed copy of the Credit Agreement.

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

               (3) A copy of the Restated  Certificate of  Incorporation  of the
          Company and all amendments thereto (the "Charter").

               (4) A copy of the  by-laws  of the  Company  and  all  amendments
          thereto (the "BY-LAWS"). _______

               (5) A certificate  of the  Secretary of State of Delaware,  dated
          June 23, 2000, attesting to the continued corporate existence and good
          standing of the Company in that State.

               In addition,  I have examined the originals,  or copies certified
or otherwise  identified to my satisfaction,  of such other corporate records of
the Company, certificates of public officials and of officers of the Company and
such  other  persons  as I have  deemed  necessary  as a basis for the  opinions
expressed below.
<PAGE>
               In rendering  the opinions  expressed  below,  I have assumed the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents  submitted to me as copies.  In addition,  I have
assumed  and have not  verified  the  accuracy  as to  factual  matters  of each
document I have reviewed  (including,  without  limitation,  the accuracy of the
representations and warranties of the Company in the Credit Agreement).

               Based upon the foregoing  and subject to the further  assumptions
and qualifications set forth below, it is my opinion that:

                  1. The Company is a corporation  validly  existing and in good
        standing under the laws of the State of Delaware.

                  2. The execution,  delivery and  performance by the Company of
         the  Credit  Agreement  and  the  Notes,  and the  consummation  of the
         transactions  contemplated  thereby, are within the Company's corporate
         powers,  have been duly authorized by all necessary  corporate  action,
         and do not  contravene  (i) the  Charter  or the  By-laws  or (ii)  any
         material  contractual or legal restriction known to me contained in any
         material  document  to which the  Company  is a party or by which it is
         bound.  The Credit  Agreement and the Notes have been duly executed and
         delivered on behalf of the Company.

                  3. To my knowledge, no authorization, approval or other action
         by, and no notice to or filing  with,  any third party is required  for
         the  execution,  delivery and  performance by the Company of the Credit
         Agreement and the Notes to be delivered by it.

                  4. To my knowledge, there are no pending or overtly threatened
         actions or proceedings  against the Company or any of its  Consolidated
         Subsidiaries  before any court,  governmental agency or arbitrator that
         purport to affect the validity, binding effect or enforceability of the
         Credit  Agreement  or any  of the  Notes  or  the  consummation  of the
         transactions  contemplated  thereby  or  that  are  likely  to  have  a
         materially adverse effect upon the financial condition or operations of
         the Company and its Consolidated Subsidiaries taken as a whole.

                  The foregoing  opinions are limited to the law of the State of
New York, the General  Corporation  Law of the State of Delaware and the Federal
law of the United States.

                  I am  furnishing  this  opinion  letter to you solely for your
benefit in connection with the Credit  Agreement.  This opinion letter is not to
be used,  circulated,  quoted or  otherwise  referred to for any other  purpose.
Notwithstanding  the  foregoing,  a copy of this opinion letter may be furnished
to, and relied upon by, a permitted transferee who becomes a party to the Credit
Agreement as a Lender  thereunder,  and you or any such transferee may show this
opinion to any governmental authority pursuant to requirements of applicable law
or regulations.  The opinions expressed herein are, however,  rendered on and as
of the date  hereof,  and I  assume  no  obligation  to  advise  you or any such
transferee  or  governmental  authority  or any  other  person,  or to make  any
investigations,  as  to  any  legal  developments  or  factual  matters  arising
subsequent to the date hereof that might affect the opinions expressed herein.

                                         Very truly yours,

                                         /s/ NICHOLAS J. CAMERA
                                         -----------------------------------
                                             NICHOLAS J. CAMERA, General Counsel
<PAGE>


                                                             EXHIBIT E - FORM OF
                                                           DESIGNATION AGREEMENT


                                     [DATE]

To each of the Lenders

  parties to the Credit Agreement

  (as defined below) and to Citibank, N.A.
  as Administrative Agent for such Lenders

Ladies and Gentlemen:

                  Reference is made to the Five-Year  Revolving Credit Agreement
dated as of June 27, 2000 among The  Interpublic  Group of Companies,  Inc. (the
"COMPANY"),  certain  other  borrowers  parties  thereto,  the  Lenders  parties
thereto,  Salomon  Smith Barney,  Inc., as lead arranger and book manager,  Bank
One,  NA,  SunTrust  Bank and HSBC Bank USA, as  co-arrangers,  Bank One, NA, as
documentation agent, SunTrust Bank, as syndication agent, and Citibank, N.A., as
Agent for said Lenders (the "CREDIT  AGREEMENT").  Terms used herein and defined
in the Credit  Agreement  shall have the  respective  meanings  ascribed to such
terms in the Credit Agreement.

                  Please be  advised  that the  Company  hereby  designates  its
undersigned Subsidiary, ____________ ("DESIGNATED Subsidiary"), as a "Designated
Subsidiary" under and for all purposes of the Credit Agreement.

                  The Designated  Subsidiary,  in consideration of each Lender's
agreement to extend credit to it under and on the terms and conditions set forth
in the Credit Agreement, does hereby assume each of the obligations imposed upon
a "Designated Subsidiary" and a "Borrower" under the Credit Agreement and agrees
to be bound by the terms and conditions of the Credit Agreement.  In furtherance
of the foregoing,  the Designated  Subsidiary  hereby represents and warrants to
each Lender as follows:

                  (a) The Designated Subsidiary is a corporation duly organized,
         validly existing and in good standing under the laws of ______________.

                  (b) The execution,  delivery and performance by the Designated
         Subsidiary of this Designation Agreement,  the Credit Agreement and the
         Notes to be  delivered  by it are  within the  Designated  Subsidiary's
         corporate powers,  have been duly authorized by all necessary corporate
         action and do not contravene (i) the Designated Subsidiary's charter or
         by-laws  or  (ii)  any  law,  rule  or  regulation  applicable  to  the
         Designated  Subsidiary  or  (iii)  any  material  contractual  or legal
         restriction  binding  on the  Designated  Subsidiary.  The  Designation
         Agreement  and the Notes  delivered  by it have been duly  executed and
         delivered on behalf of the Designated Subsidiary.

                  (c) No  authorization  or approval or other  action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required  for the due  execution,  delivery and  performance  by the
         Designated  Subsidiary  of  this  Designation  Agreement,   the  Credit
         Agreement or the Notes to be delivered by it.
<PAGE>
                  (d)  This  Designation  Agreement  is,  and  the  Notes  to be
         delivered by the Designated  Subsidiary  when delivered will be, legal,
         valid and binding obligations of the Designated Subsidiary  enforceable
         against the Designated  Subsidiary in accordance with their  respective
         terms.

                  (e) There is no pending or, to the knowledge of the Designated
         Subsidiary,  threatened  action or proceeding  affecting the Designated
         Subsidiary or any of its  Subsidiaries  before any court,  governmental
         agency or arbitrator which purports to affect the legality, validity or
         enforceability of this Designation  Agreement,  the Credit Agreement or
         any Note of the Designated Subsidiary.

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

                                        Very truly yours,

                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.

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

                                        [THE DESIGNATED SUBSIDIARY]

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


</TEXT>
</DOCUMENT>
